Panama corporation (sociedad anónima): advice to set it up
We advise you on forming your Panama corporation. We prepare the structure and documents with you, and coordinate the incorporation with an allied law firm.
- Authority
- Notary, Public Registry and DGI, through an allied law firm
- How it is filed
- Mixed: deed and registration in Panama; you sign from wherever you are
- Typical timeframe
- Usually 5 to 10 business days after due diligence is complete
Who it is for
- Foreign companiesSetting up a subsidiary or a holding company in Panama.
- Foreign investorsBuying real estate, land or other assets in Panama through a company.
- Local entrepreneursStarting a business and needing a legal entity to operate and invoice.
Problems we solve
- You are not sure whether you need a corporation or a private interest foundation.
- You live outside Panama and cannot fly in to sign every document.
- You do not know who can serve as director or how many you need.
- You are not sure what the company must do after registration.
- You need the company ready to open a bank account as soon as possible.
What Panamanian law requires
Panama corporations are governed by Law 32 of 1927. Under Article 1, two or more adults may form one. They can be of any nationality and do not need to live in Panama.
The articles of incorporation (pacto social) must state, among other things, the company name, its domicile and the name and address of its registered agent in Panama. They must also state the number of directors, which cannot be fewer than three.
The board appoints the officers: president, secretary and treasurer. Under Article 66, one person may hold more than one office if the articles allow it.
The registered agent: an allied law firm
Every Panamanian company needs a registered agent (agente residente). It must be a Panamanian lawyer or law firm. Tramita Todo is not a law firm: we coordinate the incorporation with an allied firm that acts as registered agent.
The law requires the registered agent to run due diligence on its clients. So you will be asked for identity documents and beneficial owner details. Law 23 of 2015 sets this duty. We help you gather them and submit them complete.
What happens after registration
A registered company has obligations from the first day. We explain each one so nothing is left pending.
- Beneficial owners. Law 129 of 2020 requires the registered agent to file them within 15 business days.
- Tax ID (RUC and NIT). The company registers with the DGI through e-Tax 2.0. According to the DGI, registration is free and takes 2 to 6 business days.
- Annual franchise tax (tasa única). A corporation pays the DGI US$300 a year.
- Operating notice (aviso de operación). If the company will do business inside Panama, it needs one through Panamá Emprende, under Law 5 of 2007.
- Accounting records. According to the DGI, the company must give its registered agent the accounting information required by Law 254 of 2021.
Corporation or private interest foundation
A corporation is built for doing business, issuing shares and distributing profits. A private interest foundation, governed by Law 25 of 1995, has no shareholders and cannot pursue profit.
Foundations are mainly used to protect and pass on assets. They need an initial endowment of at least B/.10,000. They pay a B/.350 franchise tax on registration and B/.400 in later years. If you are unsure which one fits, we explain the difference for your case.
Requirements
- Company name, with two or three options. It cannot match or resemble an existing company. Official source
- Names and addresses of at least three adult directors, and of the officers (president, secretary and treasurer). Official source
- Valid passport or national ID of directors, officers and beneficial owners. Official source
- Details of each beneficial owner: full name, ID number, date of birth, nationality and address. Official source
- Due diligence documents: depending on the case, proof of address, a bank or professional reference and source of funds. Official source
- Main activity of the company and authorized share capital. Official source
Steps and timeframes
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We review your case
We handle itWe discuss how the company will be used, the shareholders and the beneficial owners. We tell you which structure fits your goal.
1 to 2 business days
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We gather the documents
We handle itWe send you the due diligence checklist and check that every document is complete and consistent.
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You approve and sign
You handle itYou review the draft articles and sign the documents. If you live abroad, we tell you what to sign and how to send it.
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Incorporation and registration
The authority handles itThe allied law firm drafts the articles, executes the public deed and files it with the Public Registry.
Varies with the Public Registry
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Beneficial owners and tax ID
We handle itThe registered agent files the beneficial owners. We advise you on registering the company with the DGI to get its RUC and NIT.
Beneficial owners: 15 business days maximum by law. Tax ID: 2 to 6 business days per the DGI
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Company delivered
We handle itYou receive the registered deed, the Public Registry certificate, the share certificates and the initial minutes.
Costs
| Item | Amount |
|---|---|
| Annual franchise tax (corporation) Official source | US$300 per year |
| Notary and Public Registry filing fees Official source | Per current schedule |
| DGI registration (RUC and NIT) Official source | Free |
| Operating notice (only if doing business in Panama) Official source | Fee and tax per current schedule |
| Law firm fee (incorporation and registered agent) | Per the firm's quote |
| Tramita Todo fee (advisory) | We will quote you |
You get a full quote before we start: our advice, the law firm, government fees, notary and registry. Nominee directors, translations and apostilles are quoted separately.
What our service includes
- Review of your case and the structure that fits.
- Due diligence checklist and review of each document.
- Coordination with the allied law firm that forms the company and acts as registered agent.
- Follow-up on the deed and the Public Registry filing.
- Advice on registering the company with the DGI to get its RUC and NIT.
What it does not include
- Franchise tax, notary and registry fees.
- The law firm's fee, quoted separately.
- Opening a bank account, which is separate advice.
- Operating notice and special licenses.
- Bookkeeping and tax returns for the company.
Who handles your case
- Handling procedures before Panamanian authorities since 2008.
- Certified public accountants on our team.
- Our own office in Obarrio, Panama City.
- We also serve clients who live outside Panama.
Frequently asked questions
How much does it cost to form a corporation in Panama?
It depends on the structure and on the law firm that forms it. On top of that come the US$300 DGI franchise tax, notary and Public Registry fees. You get a full quote before we start.
Does Tramita Todo form the company?
No. Tramita Todo is not a law firm. We advise you and coordinate the incorporation with an allied law firm, which acts as the company's registered agent.
How long does incorporation take?
In a straightforward case, it usually takes 5 to 10 business days after due diligence is complete. Timing depends mostly on the Public Registry. The DGI then takes 2 to 6 business days to issue the tax ID.
Can a foreigner form a corporation in Panama?
Yes. Under Article 1 of Law 32 of 1927, subscribers can be of any nationality and do not need to live in Panama. Foreign documents must be apostilled and, if not in Spanish, translated.
Can I form the company without traveling to Panama?
In most cases, yes. Due diligence is done by email and we tell you what to sign and how to send it. Some documents must be notarized or apostilled in your country.
Do I need three directors?
Yes. Law 32 of 1927 requires at least three adult directors. One person can be president, secretary and treasurer if the articles allow it. Directors can be of any nationality.
What happens if I do not pay the franchise tax?
According to the DGI, late payment carries a US$50 surcharge. After three unpaid years, the company's corporate rights are suspended. Reinstating it costs a US$1,000 fine plus a US$25 registry fee.