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4. Entities and setup: Panama

Entities and setup in Panama: the sociedad anónima of Ley 32 de 1927 that most foreign investors use, the limited liability company of Ley 4 de 2009, registering a branch of a foreign company, the private interest foundation of Ley 25 de 1995 and the resident only sociedad de emprendimiento, with formation steps, capital and governance rules, the tasa única, the resident agent and beneficial ownership registry and the annual duties whose breach now leads to suspension and dissolution, each tied to the official text. For Argentine shareholders, the Argentine side of tax and FX questions is covered in The Argentine Thread guide.

Investor view. No minimum capital, founders and directors of any nationality and residence, a dollar economy and a flat B/.300 annual fee make Panama one of the simplest places in the region to set up a holding or operating company, as long as the resident agent, records and beneficial ownership duties are kept current.

• Choosing a legal entity in Panama: sociedad anónima, limited liability company, branch, private interest foundation or sociedad de emprendimientoMost foreign investors in Panama use a sociedad anónima under Ley 32 de 1927: two founders of any nationality, no minimum capital, three directors who need not be residents or shareholders, and a B/.3
• Sociedad anónima (S.A.) in Panama: formation under Ley 32 de 1927, three directors, no minimum capital, bearer share custody and the B/.300 tasa únicaThe Panamanian sociedad anónima is the default vehicle for operating companies and holding structures: two or more adults of any nationality, resident or not, sign a pacto social anywhere in the world
• Sociedad de responsabilidad limitada (S. de R.L.) in Panama: Ley 4 de 2009, two or more partners, quotas, administrators and transfer consentThe Panamanian limited liability company is formed by two or more natural or legal persons by a protocolized private document or public deed, and it acquires legal personality on registration at the R
• Branch of a foreign company in Panama: registering a foreign sociedad anónima under Ley 32 de 1927, documents, the B/.5,000 penalty and the annual feeA foreign corporation may open offices or agencies and do business in Panama once it registers at the Registro Público its protocolized articles, its latest balance sheet with a statement of the capit
• Private interest foundation (fundación de interés privado) in Panama: Ley 25 de 1995, B/.10,000 initial patrimony, foundation council and the B/.350 and B/.400 annual feeA Panamanian private interest foundation is an ownerless legal person built around a separate patrimony of at least B/.10,000, created by one or more natural or legal persons and run by a foundation c
• Sociedad de emprendimiento in Panama: Ley 186 de 2020 as amended by Ley 451 de 2024, resident founders only, two year tax and fee holiday, B/.1,000,000 revenue capThe sociedad de emprendimiento is a simplified limited liability vehicle for micro and small businesses, formed with a standard statute through the AMPYME single window and automatically registered fo
• Resident agent and beneficial ownership in Panama: Ley 129 de 2020 registry, 15 business day deadlines, fines up to B/.50,000 per entity and suspension of corporate rightsEvery Panamanian company and foundation must have a resident agent, a lawyer or law firm, which is a supervised anti money laundering obligated party and the gatekeeper for beneficial ownership. The a
• Annual compliance for Panamanian companies and foundations: tasa única dates, accounting records to the resident agent by 30 April, suspension, B/.1,000 reactivation and the 2026 dissolution of suspended entitiesKeeping a Panamanian entity alive takes four recurring duties: paying the tasa única (B/.300 for companies, B/.400 for foundations) by 15 July or 15 January, keeping books, sending accounting records

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