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Contents of this guide
What the law says about changing the resident agent
The rules are spread across Law 32 of 1927, which lets a company appoint agents, article 318-A of the Fiscal Code, Law 129 of 2020 and Law 254 of 2021. The latter requires the company to hand its accounting records to the new agent before the appointment is registered.
The articles of incorporation of a corporation state the name and domicile of its agent in the Republic, who may be a legal entity (Law 32 of 1927, art. 2). Radar’s guide to the resident agent in Panama explains what the role involves; this piece covers only the change.
How the resident agent is changed, step by step
The change combines the company’s decision to appoint another agent, the previous agent’s resignation before the Public Registry, and the registration of a public deed containing the new agent’s express statement of having received the accounting records.
- Choose the new agent: a licensed lawyer or a law firm.
- Approve the change in the company, under its articles and bylaws (Law 129 of 2020, art. 6).
- Hand over the accounting records or copies to the new agent (Law 254 of 2021, art. 18).
- Execute the public deed with the new agent’s statement; the Registry only registers deeds that contain it.
- File the resignation of the previous agent before the Public Registry, at no cost.
- Notify the SSNF: the outgoing agent within 10 business days of the resignation being registered and the new agent within 15 business days of appointment (Law 254, art. 39).
What happens if the agent resigns and the company does not appoint another
If the company goes more than ninety calendar days without appointing an agent after the previous one’s resignation, removal or end, the Public Registry suspends its corporate rights, under article 318-A of the Fiscal Code. The resignation is registered even if the company owes the single fee.
| Item | What the rule sets | Source |
|---|---|---|
| Registration of the resignation | No cost or registration fee | Law 129 of 2020, art. 19 |
| No agent | Suspension after more than 90 calendar days | Law 254 of 2021, art. 44 |
| Reactivation | One year from the suspension; a B/. 1,000.00 fine and curing the causes, through the resident agent | Law 254 of 2021, art. 44 |
| Annual single fee | B/. 300.00 | Law 52 of 2016, art. 9 |
If the company’s agent is not duly registered with the Superintendency of Non-Financial Subjects (SSNF), Law 129 suspends its corporate rights, except for steps to replace the agent with a registered one, which carry no registration or review fees at the Public Registry (art. 6). Radar covers dates and surcharges in the guide to the annual single fee.
How to check who the resident agent is
The current agent is checked in the company’s folio at the Public Registry, where current and non-current electronic records can be viewed, and in the Standard company certificate, which includes the resident agent.
- The 2026 folio search manual describes the search; Radar’s guide to the Public Registry search shows the route.
- The 2026 filings search manual explains the processing history, to see whether the change has been registered.
- The certificate form and the guide to the certificate of existence and good standing detail how to request it.
Who can be a resident agent
A resident agent can be a lawyer holding a license issued by the Fourth Chamber (General Business) of the Supreme Court of Justice, or a law firm, under article 2 of Law 129 of 2020. The subscribers of a corporation can be of any nationality.
Whoever takes the role must register with the SSNF, which assigns a non-transferable Single Registration Code (arts. 3 and 5 of Law 129), and keep copies of the share certificates and shareholder register of the corporations in their care (Law 254, art. 17). The new agent cannot access what the previous one entered in the beneficial-owner system and must load it anew (Law 129, art. 20). Directors and officers and the beneficial owner register are separate topics.
Myths and facts
- Myth: it is enough for the previous agent to resign. Fact: after 90 calendar days without a new agent, the company is suspended.
- Myth: resigning requires paying registration fees. Fact: Law 129 says it carries no cost.
- Myth: the new agent inherits the previous agent’s data. Fact: the new agent must register it anew.
Legal Solutions Panamá is a law firm that offers company incorporation in Panama for international clients.
Frequently asked questions
Can the resident agent of a company be changed?
Yes. The company approves a new agent, the previous one resigns before the Public Registry and a deed with the new agent’s statement is registered.
What happens if the resident agent resigns?
The resignation is registered at no cost and the company must appoint another agent. After more than 90 calendar days without one, the Registry suspends its corporate rights.
How long does the change take?
No official source consulted publishes a registration time. The law sets 10 and 15 business days for notices to the SSNF, and progress is followed in the filings search.
How can someone find out who a company’s resident agent is?
By checking the company’s folio at the Public Registry or requesting the Standard certificate, which includes the resident agent.
Can a foreigner be a resident agent?
Only if they meet the legal definition: a lawyer with a Supreme Court license or a law firm. Whether a foreign lawyer can obtain it is for the Court to decide.
Related articles
- Resident agent in Panama: what it does, what the law requires and how to choose one
- Certificate of existence and good standing in Panama
- Panama company annual single fee (tasa unica)
- Directors and officers of a Panama corporation
Sources
- Law 254 of 11 November 2021, Official Gazette 29413-A, articles 17, 18, 39 and 44.
- Law 52 of 27 October 2016, Official Gazette 28149-B, article 9.
- Law 129 of 17 March 2020, Official Gazette 28985-C, articles 2, 3, 5, 6, 19 and 20.
- Law 32 of 1927 on corporations, articles 1, 2 and 19.
- Public Registry, folio search manual 2026.
- Public Registry, filings search manual 2026.
- Public Registry, certificate form 2026.
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