Company formation in Panama takes seven to 10 business days once your resident agent has your due diligence file. The file is where most delays start. Panama’s rules since 2015 place the agent, not the Public Registry, at the center of the process.

The agent has to identify you, register your beneficial ownership with the state, and hold your accounting records every year. The checklist therefore begins with what the agent needs and ends with what the agent will ask you for annually.

In this guide we take you through the checklist in three stages. The first covers the decisions and documents before filing. The second covers the filing and the registrations that follow it, and the third covers the calendar that keeps the company in good standing.

Before You File

Three decisions and one document set have to be settled before an agent can draft the deed. Getting them right first saves a redraft and a second round of due diligence.

Choose the Entity

Panama offers three structures. The right one depends on how many owners there are and what the company will do.

• A Sociedad Anónima under Law 32 of 1927, with three directors and three officers, suits holding structures and businesses with several shareholders
• A limited liability company under Law 4 of 2009, with no board, suits a small operating business with one or two owners
• A private interest foundation under Law 25 of 1995, with no shareholders, suits family asset holding rather than trading

Decide at the same time whether the company will earn income inside Panama. That answer determines whether the 25 percent corporate income tax, the operation notice and municipal taxes apply. The answer also belongs in the company’s stated purpose on the deed.

Assemble the Due Diligence File

Under Law 23 of 2015, your resident agent has to identify every director, officer, shareholder and beneficial owner before acting. The agent cannot file until the file is complete. Prepare the following for each person.

• A passport copy, notarized or certified
• A second form of identification
• Proof of residential address dated within the last three months
• A bank or professional reference letter
• A description of the source of funds and the intended activity of the company

The agent registers the beneficial owners with the state within 15 business days of incorporation, so the file has to name them before the deed is signed. A beneficial owner is anyone holding 25 percent or more, or anyone exercising control by other means.

Settle the Name, the Board and the Capital

The name has to include “S.A.” or “Sociedad Anónima,” “Corp.” or “Corporation,” or “Inc.” or “Incorporated,” and it has to be distinguishable from every corporation on the Public Registry. Give the agent three choices in order of preference, because a cleared name can be reserved for 30 days.

For an S.A., name three directors and assign the offices of president, secretary and treasurer. Directors can be of any nationality and do not need to live in Panama.

There is no minimum capital, and authorized capital does not have to be paid in. Most S.A.s are formed with $10,000 in authorized capital, divided into shares of a stated value.

Issue registered shares rather than bearer shares. Law 47 of 2013 requires bearer certificates to sit with an authorized custodian, which removes any privacy advantage.

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Filing and Registrations

The filing itself is short. The registrations that follow determine whether the company can bank, trade and stay compliant.

File the Deed at the Public Registry

1. The agent drafts the articles of incorporation as a public deed before a Panamanian notary.
2. The deed is filed at the Public Registry, which assigns the company a registration number.
3. The Registry returns the registered deed, usually within seven to 10 business days of filing.
4. The agent issues the share certificates and opens the share register and minute book.

Keep the registered deed, the share register and the minute book together. Banks and counterparties will ask for all three, and they are the documents that show company formation in Panama is complete rather than merely filed.

Register the Beneficial Owners and the Taxpayer Number

Within 15 business days of incorporation, the agent files the beneficial owners in the state’s private register under Law 129 of 2020. The agent receives a certificate of registration. Keep a copy, because it is the document that proves the company is compliant with the register.

The company also needs a taxpayer registration number, the RUC, from the General Directorate of Revenue, together with the NIT access code for the tax portal. Every company needs the RUC to pay the franchise tax. A company that trades in Panama also needs it to file an income tax return.

Obtain the Operation Notice and Open the Bank Account

A company that will do business inside Panama needs an Aviso de Operación from the Ministry of Commerce before it starts trading. The notice carries an annual tax of 2 percent of equity, with a minimum of $100 and a maximum of $60,000, paid with the income tax return.

A company operating only abroad skips this step.

Panamanian banks apply their own due diligence on top of the agent’s. Most require the signatory to appear in person. Prepare the registered deed, the beneficial owner certificate, the RUC, the share register, a business plan and the personal documents from the due diligence file.

Allow four to eight weeks from application to an active account, and treat that estimate as approximate.

The Annual Compliance Calendar

Three obligations recur every year, and two of them did not exist before 2021. Missing any of them leads to suspension of the company’s corporate rights.

Pay the Franchise Tax

Every corporation pays a franchise tax of $300 a year. Companies incorporated between January and June pay by July 15, and companies incorporated between July and December pay by January 15. Late payment adds a $50 surcharge, and after two unpaid periods a $1,000 reactivation fee applies.

After three consecutive unpaid years, the General Directorate of Revenue orders the Public Registry to suspend the company.

A suspended company cannot sign contracts, sell assets or obtain a certificate of good standing until the arrears and fees are paid. Pay the tax through the agent. Keep the receipt.

Deliver the Accounting Records by April 30

Under Law 254 of 2021, the company delivers its accounting records for the previous year, or a copy, to its resident agent by April 30. The records have to show transactions, assets and liabilities well enough to establish the company’s financial position. They have to be kept for five years.

Executive Decree 177 of 2024 sets the content required for holding, operating and dormant companies.

The fine for failing to deliver ranges from $5,000 to $1,000,000. A company that holds a single bank account and does not trade still has to report. Its statement shows what it holds, what it earns and what it owes.

Update the Register and Pay the Agent

Notify the agent of any change in ownership or control within 15 business days. The law gives the agent five business days to update the register after hearing from you. A late update exposes the agent to a fine of $1,000 to $5,000 per company and the company to suspension.

Pay the agent’s annual fee on time. An agent who is unpaid for three consecutive years can resign. The company then has 90 days to appoint a replacement before the Public Registry acts.

Stage	Item	Who	When
Before filing	Entity choice and stated purpose	You	Before instructing the agent
Before filing	Due diligence file for every person	You	Before the deed is drafted
Before filing	Name, directors, capital, registered shares	You and the agent	Before the deed is drafted
Filing	Deed notarized and filed at the Public Registry	Agent	Seven to 10 business days
Filing	Beneficial owner registration	Agent	Within 15 business days of incorporation
Filing	RUC and NIT from the tax authority	Agent or accountant	After registration
Filing	Operation notice, if trading in Panama	Agent	Before trading begins
Filing	Bank account	You, in person in most cases	Four to eight weeks, approximate
Annual	Franchise tax, $300	Agent on your behalf	July 15 or January 15, by incorporation date
Annual	Accounting records to the agent	You	By April 30
Annual	Beneficial owner updates	You to the agent	Within 15 business days of any change
Annual	Agent’s fee	You	On the agent’s invoice date

Confirm the Three Annual Dates Before You Sign the Deed

Everything in the first two stages happens once. The third stage repeats every year for as long as the company exists. That stage is where a correctly formed company is most often lost.

Before you sign the deed, confirm three things in writing. Who pays the franchise tax, who prepares and delivers the accounting records by April 30, and how you will notify changes in ownership within 15 business days.

Treated that way, company formation in Panama becomes a calendar rather than a single filing. The company then stays in good standing for as long as the calendar is kept.

If whoever is quoting you has not raised those three dates, the checklist above is the one to hand back with the question.