Countries › Panama › Guide › 4. Entities and setup › 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 fee

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 fee

Last verified: 2026-10-29 · Status: Stable

A 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 council of at least three members, or a legal entity. It cannot pursue profit as its purpose, although it may hold shares of operating companies and carry on commercial activity on a non habitual basis, so it is a holding and succession vehicle rather than a trading company. It gains legal personality on registration, needs a lawyer or law firm as resident agent who countersigns the founding charter, and pays a B/.350 tasa única at registration and B/.400 a year after.

Panama's official currency, the balboa (B/.), is at par with the US dollar, which circulates as paper money; the Superintendencia de Bancos states that the balboa's value is on a par with the US dollar (checked 29 October 2026). USD figures therefore equal the balboa figures.

Key facts

Minimum initial patrimony of a private interest foundation	10000 PABLey 25 de 1995 art. 5 numeral 2, as of 2026-10-29 · in force
Minimum foundation council members (unless a legal entity)	3 personsLey 25 de 1995 art. 17, as of 2026-10-29 · in force
Tasa única at registration of a foundation	350 PABCódigo Fiscal art. 318-A (Ley 52 de 2016 art. 9), as of 2026-10-29 · in force
Tasa única anual of a foundation from the second year	400 PABCódigo Fiscal art. 318-A (Ley 52 de 2016 art. 9), as of 2026-10-29 · in force
Period for founder's creditors to challenge transfers in fraud	3 yearsLey 25 de 1995 art. 15, as of 2026-10-29 · in force

The rule

1. One or more natural or legal persons, directly or through third parties, may create a private interest foundation by endowing a patrimony dedicated exclusively to the purposes stated in the founding charter (acta fundacional); the initial patrimony may be increased by the founder or anyone else (art. 1). Foundations may not pursue profit, but may carry on commercial activities in a non habitual way or exercise the rights attached to shares in companies that form part of their patrimony, provided the economic result goes exclusively to the foundation's purposes (art. 3).Ley 25 de 1995, por la cual se regulan las fundaciones de interés privado, art. 1 and art. 3, 1995-06-12 official text · verified 2026-10-29

2. The founding charter must state the name, which must include the word foundation (fundación) and not be confusingly similar to an existing foundation; an initial patrimony in any legal currency of not less than the equivalent of B/.10,000; the members of the foundation council with their addresses; the domicile; the resident agent in Panama, who must be a lawyer or law firm and must countersign the charter before registration; the purposes; how beneficiaries are designated (the founder may be one); any reserved right to amend; the duration; and the destination of assets on dissolution (art. 5). It may be created by a private document whose signature is authenticated by a notary, or directly before a notary, to take effect immediately or on the founder's death (art. 4); it is protocolized at a Panamanian notary, with an official translation if not in Spanish, and registered (art. 6).
Cost to do it: Initial patrimony of at least B/.10,000 (US$10,000); notary, registry and resident agent costs; first tasa única of B/.350 (US$350) paid with the registry fees.Ley 25 de 1995, art. 4 to art. 6, 1995-06-12 official text · verified 2026-10-29

3. Registration of the charter at the Registro Público gives the foundation legal personality without any other authorization (art. 9). Its assets form a patrimony separate from the founder's and cannot be attached for the personal obligations of the founder or the beneficiaries (art. 11). Creditors of the founder may challenge transfers made in fraud of creditors within three years of the transfer (art. 15). Foundations are irrevocable unless the charter is unregistered, the charter expressly says otherwise, or a ground for revoking gifts applies (art. 12), and inheritance rules of the founder's or beneficiaries' domicile cannot be raised against the foundation (art. 14).Ley 25 de 1995, art. 9, art. 11, art. 12, art. 14 and art. 15, 1995-06-12 official text · verified 2026-10-29

4. The foundation must have a foundation council whose powers are set in the charter or regulations; unless it is a legal entity, the council has at least three members (art. 17). Unless the charter says otherwise, the council administers the assets, contracts to fulfil the purposes, informs and pays beneficiaries (art. 18) and accounts to beneficiaries at least annually; an account not objected to within the set term, or 90 days, is deemed approved (art. 20). The charter may create a protector or other supervisory body with powers such as replacing council members, amending purposes or adding and excluding beneficiaries (art. 19 and 24).Ley 25 de 1995, art. 17 to art. 24, 1995-06-12 official text · verified 2026-10-29

5. The acts of constitution, amendment or extinction of the foundation, transfers of its assets and the income from them are exempt from all taxes when the assets are located abroad, are money deposited by persons whose income is not Panamanian source or not taxable in Panama, or are shares or securities of companies whose income is not Panamanian source or not taxable, even if deposited in Panama; transfers on fulfilment or extinction to first degree relatives and the spouse of the founder are also exempt.Ley 25 de 1995, art. 27, 1995-06-12 official text · verified 2026-10-29

6. Foundations pay registry fees and a tasa única like sociedades anónimas (Ley 25 art. 8), but at a higher rate: B/.350 at registration and B/.400 in each later year to keep full validity, due by 15 July or 15 January depending on the registration month, with a B/.50 surcharge per late year or fraction.
Cost to do it: B/.350 (US$350) at registration, B/.400 (US$400) a year after; B/.50 (US$50) per late year or fraction.
Example: A foundation registered on 5 September 2025 paid B/.350 on registration and owes B/.400 by 15 January 2026, then by every 15 January. / US$350 at registration, then US$400 a year.Código Fiscal art. 318-A as worded by Ley 52 de 2016 art. 9; Ley 25 de 1995 art. 8, art. 318-A, 2016-10-28 official text · verified 2026-10-29 · changed: Ley 52 de 2016, in force 1 January 2017, set the foundation tasa única at B/.350 on registration and B/.400 a year after, above the B/.300 paid by companies.

7. Because a foundation is a legal person under Ley 52 de 2016, a foundation that does not carry on operations in Panama, or only holds assets, must keep accounting records and supporting documents for at least five years and send the resident agent, every 30 April, its records or a copy for the year ended the previous 31 December; a pure asset holder provides information showing asset values, income and related liabilities.Ley 52 de 2016 art. 1 and art. 6 numeral 4, as worded by Ley 254 de 2021 art. 17 and art. 22, Ley 52 de 2016 art. 1, 2021-11-11 official text · verified 2026-10-29

Point	Private interest foundation	Sociedad anónima
Owners	None; beneficiaries designated per the charter (art. 5)	Shareholders
Purpose	Non profit; commercial acts only non habitual (art. 3)	Any lawful object, including trading (Ley 32 art. 1)
Minimum endowment or capital	B/.10,000 (art. 5)	None (Ley 32)
Governing body	Council of 3 or a legal entity (art. 17)	Board of 3 directors (Ley 32 art. 49)
Annual fee	B/.350 then B/.400	B/.300

Foundation versus sociedad anónima as a holding vehicle. Ley 25 de 1995, Ley 32 de 1927 and Código Fiscal art. 318-A.

Worked example

A Colombian family wants one Panamanian vehicle to hold the shares of its foreign operating companies and pass them to the next generation. The founder signs a charter endowing B/.10,000 (US$10,000), names a three member council and a protector, and sets rules for designating children as beneficiaries (Ley 25 art. 5, 17 and 24); the resident agent law firm countersigns and the charter is protocolized and registered (art. 5 and 6).
The founder then transfers the shares of the foreign companies to the foundation. Because those companies' income is not Panamanian source, the transfer and the dividends are exempt under art. 27, but the foundation must send its accounting records to the resident agent every 30 April (Ley 52 art. 1) and pay B/.350 (US$350) at registration and B/.400 (US$400) every year after (Código Fiscal art. 318-A).
How the founder's and beneficiaries' home countries tax the structure is a separate question that this page does not address.

Step by step

1. Decide purposes, beneficiary rules, council members and whether to appoint a protector (Ley 25 art. 5, 17, 19 and 24).
2. Engage a Panamanian lawyer or law firm as resident agent; it carries out know your client checks, countersigns the charter and records the beneficial owners (art. 5 numeral 5; see Resident agent and beneficial ownership).
3. Sign the charter before a notary or with notarized signature, protocolize it in Panama and register it with the first B/.350 tasa única (art. 4 and 6; Código Fiscal art. 318-A).
4. Transfer the initial patrimony of at least B/.10,000 and any further assets; real estate transfers follow real estate formalities (art. 10 and 16).
5. Each year: council accounts to beneficiaries, records or copies go to the resident agent by 30 April, and the B/.400 tasa única is paid by 15 July or 15 January.

Common traps

Using a foundation to trade. Profit cannot be its purpose and commercial activity must be non habitual (art. 3); an operating business belongs in a company owned by the foundation.
Budgeting the company fee. A foundation pays B/.350 and then B/.400 a year, not B/.300 (Código Fiscal art. 318-A).
Transfers made while the founder has creditors can be challenged for three years as made in fraud of creditors (art. 15).
Assuming confidentiality means no reporting. Accounting records go to the resident agent yearly and beneficial owners are recorded in the official registry (Ley 52 art. 1; Ley 129 de 2020).

Sources

← 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 feeSociedad 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 cap →

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