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

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 única

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

The 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 and in any language, it is protocolized at a Panamanian notary and registered at the Registro Público, and it has legal effect against third parties only from registration. Ley 32 de 1927 sets no minimum capital, requires at least three directors and a president, secretary and treasurer, and lets meetings be held abroad if the pacto social allows. Bearer shares survive only inside a custody regime, and every S.A. pays a B/.300 tasa única at registration and every 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 subscribers of the pacto social of a sociedad anónima	2 personsLey 32 de 1927 art. 1, as of 2026-10-29 · in force
Statutory minimum capital of a sociedad anónima	No statutory minimum PABLey 32 de 1927 art. 2 and art. 21, as of 2026-10-29 · in force
Minimum number of directors of a sociedad anónima	3 personsLey 32 de 1927 art. 2 numeral 9 and art. 49, as of 2026-10-29 · in force
Directors must be Panamanian residents	No; any nationality and domicile textLey 32 de 1927 art. 1 and art. 49, as of 2026-10-29 · in force
Default notice for shareholder meetings	10 to 60 daysLey 32 de 1927 art. 42, as of 2026-10-29 · in force
Tasa única anual for a sociedad anónima	300 PABCódigo Fiscal art. 318-A (Ley 52 de 2016 art. 9), as of 2026-10-29 · in force
Surcharge per year or fraction of late tasa única	50 PABCódigo Fiscal art. 318-A (Ley 52 de 2016 art. 9), as of 2026-10-29 · in force
Bearer shares	Only fully paid and held by an authorized custodian textLey 32 art. 28; Ley 47 de 2013 art. 5 and 25 (Ley 18 de 2015), as of 2026-10-29 · in force
Registro Público processing time for incorporation	1 to 2 weeks weeksRegistro Público procedure sheet, as of 2026-10-29 · in force
Period a dissolved S.A. survives to wind up	3 yearsLey 32 de 1927 art. 85, as of 2026-10-29 · in force

The rule

1. Two or more persons of legal age, of any nationality and even if not domiciled in Panama, may form a sociedad anónima for any lawful purpose (art. 1). The pacto social must state the subscribers' names and domiciles, a name that is not confusingly similar to an existing company and that includes a word, phrase or abbreviation showing it is a sociedad anónima (the name may be in any language), the objects, the amount of capital and the number and par value of shares, the classes of shares, the shares each subscriber takes, the domicile and the name and domicile of its agent in Panama (which may be a legal entity), the duration, and the number of directors, not fewer than three, with their names and addresses (art. 2).
Cost to do it: No government fee to draft the pacto social; the cost lies in notary protocolization, registry fees and the first tasa única described in the rules below.Ley 32 de 1927, sobre sociedades anónimas, art. 1 and art. 2, 1927-02-26 official text · verified 2026-10-29

2. The pacto social may be signed anywhere in or outside Panama and in any language (art. 3), in a public deed or a document attested by a notary or other authorized official (art. 4). If not in a public deed it must be protocolized at a Panamanian notary; a document signed abroad must first be authenticated by a Panamanian consul or, failing one, by the consul of a friendly nation, and a text not in Spanish is protocolized together with an official translation (art. 5). The deed is filed for registration, and the company has no effect against third parties until the pacto is registered (art. 6).
Cost to do it: The Registro Público procedure sheet for incorporating companies and foundations lists qualification fees, registry fees calculated on authorized capital (from B/.100,000 of capital, B/.0.60 per additional thousand up to B/.1,000,000, then B/.0.12 per additional thousand or fraction) and proof of the tasa única; it does not publish the base fee for smaller capital, so ask the notary or registry for the exact amount. Processing is stated as 1 to 2 weeks.Ley 32 de 1927, art. 3 to art. 6, 1927-02-26 official text · verified 2026-10-29

3. Capital and par value may be expressed in Panamanian currency or in the legal currency of any country (art. 2 numeral 4). Shares with par value may be issued fully paid, partly paid or with nothing paid, and payment may be in money, work, services or property of any kind valued by the board, whose valuation stands except in case of fraud (art. 21). No par shares are allowed if the pacto states the total number of shares and how capital is fixed (art. 22). Ley 32 sets no minimum capital. Shareholders have a pre emptive right in capital increases unless the pacto social provides otherwise (art. 13), and capital may be reduced only if remaining assets still cover liabilities including the reduced capital, backed by a sworn certificate of the president or vice president and the treasurer (art. 14).
Example: An S.A. with authorized capital of B/.10,000 divided into 100 shares of B/.100 par may issue all 100 shares with nothing yet paid; the board then calls the unpaid price on the dates it sets (art. 21 and 26). / US$10,000 of authorized capital, 100 shares of US$100, since the balboa is at par with the dollar.Ley 32 de 1927, art. 2 numeral 4, art. 13, art. 14, art. 21 and art. 22, 1927-02-26 official text · verified 2026-10-29

4. Bearer shares may be issued only when fully paid (Ley 32 art. 28), and since Ley 47 de 2013, as amended by Ley 18 de 2015, they must sit with an authorized custodian. Any bearer certificate issued after the law took effect must be delivered, with a sworn statement, to the custodian named by the owner within 20 days of approval of the issue, and the board or shareholders must resolve to adopt the custody regime and register that resolution at the Registro Público; if the owner does not supply the information in time the company annuls the issue (Ley 47 art. 5). After 31 December 2015 every pacto social is deemed amended by law to prohibit bearer shares, unless the company had adopted and registered the custody regime before that date (art. 25). Owners of pre 2013 bearer certificates that were never placed in custody lost the political and economic rights attached to them by operation of law (art. 21 as worded by Ley 52 de 2016 art. 12).
Cost to do it: Custodian fees are private and not regulated in the law; the registry fee for registering the board or shareholder resolution applies.Ley 47 de 2013, régimen de custodia aplicable a las acciones emitidas al portador, art. 5 and art. 25 as worded by Ley 18 de 2015; art. 21 as worded by Ley 52 de 2016, Ley 18 de 2015 art. 2 and art. 4, 2015-04-23 official text · verified 2026-10-29 · changed: Ley 18 de 2015 set the 31 December 2015 deadline after which pactos sociales are deemed to prohibit bearer shares unless the custody regime was adopted; Ley 52 de 2016, in force 1 January 2017, cancelled the rights of uncustodied pre 2013 bearer certificates.

5. The business is managed by a board of at least three directors of legal age (art. 49), which has full control of the business subject to the law and the pacto (art. 50). Directors need not be shareholders unless the pacto requires it (art. 55), may vote by proxy at board meetings if the pacto expressly allows it (art. 62), and may be removed at any time by holders of a majority of voting shares (art. 63). A majority of directors is a quorum unless the pacto sets another number (art. 53). The company must have a president, a secretary and a treasurer elected by the board (art. 65), one person may hold two or more offices if the pacto or bylaws allow (art. 66), and officers need not be directors (art. 67). Directors who approve a dividend or distribution that leaves assets below liabilities plus capital, knowing it, are jointly liable to creditors (art. 64).Ley 32 de 1927, art. 49 to art. 67, 1927-02-26 official text · verified 2026-10-29

6. Shareholder meetings are held in Panama unless the pacto social or bylaws provide otherwise (art. 41). Unless they provide otherwise, notice is given personally or by mail to each registered voting shareholder not less than 10 nor more than 60 days before the meeting (art. 42); shareholders may waive notice in writing before or after the meeting (art. 43), and resolutions taken with all shareholders present or represented are valid (art. 44). Selling, leasing or otherwise disposing of all or part of the company's assets requires authorization by holders of a majority of voting shares (art. 68), but pledging or mortgaging assets to secure the company's own debts does not, unless the pacto says otherwise (art. 70).Ley 32 de 1927, art. 41 to art. 44, art. 68 and art. 70, 1927-02-26 official text · verified 2026-10-29

7. Two or more sociedades anónimas may merge by an agreement approved by a majority of the voting shares of each, certified and registered like a pacto social; on registration the constituent companies cease to exist and the surviving company succeeds to all their rights and obligations (art. 71 to 76). Dissolution is proposed by the board and approved by a majority of voting shares, or agreed in writing by all voting shareholders; the resolution is protocolized, registered and published at least once in a local newspaper or the Gaceta Oficial (art. 80 to 84). After dissolution the company survives for three years only to wind up its affairs, with the directors acting as trustees (art. 85 and 86).Ley 32 de 1927, art. 71 to art. 86, 1927-02-26 official text · verified 2026-10-29

8. Every sociedad anónima pays a tasa única anual of B/.300 at registration, collected by the Registro Público with the registry fees, and B/.300 every year after to keep full validity (Código Fiscal art. 318-A). From the second year it is due by 15 July for companies registered from January to June and by 15 January for companies registered from July to December, paid through the legal representative or the resident agent; late payment adds a single B/.50 surcharge per year or fraction. While the fee is unpaid the Registro Público registers no corporate act and issues no certificates for the company.
Cost to do it: B/.300 (US$300) at registration and B/.300 (US$300) every year; B/.50 (US$50) surcharge per late year or fraction.
Example: A company registered on 10 March 2025 paid B/.300 on registration and owes its next B/.300 by 15 July 2026; paid on 1 August 2026 it costs B/.350. / US$300 at registration, US$300 due 15 July 2026, US$350 if paid late in August 2026.Código Fiscal art. 318-A as worded by Ley 52 de 2016 art. 9, art. 318-A, 2016-10-28 official text · verified 2026-10-29 · changed: Ley 52 de 2016, in force 1 January 2017, made the first tasa única of a sociedad anónima B/.300 instead of the B/.250 first payment set by Ley 49 de 2009; Ley 254 de 2021 later rewrote the suspension, reactivation and dissolution paragraphs (see Annual compliance).

Item	Rule	Source
Founders	2 or more adults, any nationality, no residence needed	Ley 32 art. 1
Where and how	Pacto signed anywhere, any language; protocolized at a Panamanian notary; registered at the Registro Público	Ley 32 art. 3 to 6
Capital	No minimum; any currency; shares may be issued unpaid	Ley 32 art. 2 and 21
Board	At least 3 directors; not required to be shareholders	Ley 32 art. 49 and 55
Officers	President, secretary, treasurer; one person may hold several if allowed	Ley 32 art. 65 and 66
Bearer shares	Only with an authorized custodian	Ley 47 art. 5 and 25
Annual fee	B/.300 at registration and yearly; B/.50 late surcharge per year	Código Fiscal art. 318-A
Wind up	3 years after dissolution, directors act as trustees	Ley 32 art. 85 and 86

Sociedad anónima at a glance, from Ley 32 de 1927, Ley 47 de 2013 as amended and Código Fiscal art. 318-A.

Worked example

A Chilean group sets up a Panamanian S.A. to hold its Central American subsidiaries. The parent and one affiliate sign the pacto social in Santiago in Spanish; it is authenticated by the Panamanian consul, protocolized at a Panama City notary and filed at the Registro Público (Ley 32 art. 1, 3 and 5).
The pacto fixes authorized capital of US$10,000 in 100 registered shares of US$100, names three directors (two group executives and a local professional) and a law firm as resident agent; the board elects one director as president and treasurer and another as secretary, which the pacto allows (art. 2, 49, 65 and 66).
On registration in April the company pays B/.300 (US$300) of tasa única with the registry fees; from the following year B/.300 is due every 15 July (Código Fiscal art. 318-A). Because the company holds only foreign subsidiaries, it must also send copies of its accounting records to the resident agent every 30 April (see Annual compliance).

Step by step

1. Choose the name and check that it is not confusingly similar to an existing company; it must show it is a sociedad anónima, for example with S.A. (Ley 32 art. 2 numeral 2).
2. Appoint a resident agent. Under Ley 129 de 2020 art. 2 numeral 1 a resident agent is a lawyer licensed by the Supreme Court or a law firm designated by the company; give it the know your client and beneficial owner information it needs (see Resident agent and beneficial ownership).
3. Sign the pacto social with at least two subscribers, three directors and the capital clause; if signed abroad, have it consular authenticated and translated if not in Spanish (Ley 32 art. 2 to 5).
4. Protocolize it at a Panamanian notary and file it at the Registro Público with qualification and registry fees and the first B/.300 tasa única (Ley 32 art. 6; Código Fiscal art. 318-A). Allow 1 to 2 weeks.
5. After registration, elect officers, adopt bylaws, issue share certificates, keep the share register, minute book, journal and ledger (Código de Comercio art. 73 as worded by Ley 52 de 2016 art. 8), and file the Aviso de Operación before starting any commercial activity in Panama (Ley 5 de 2007 art. 3).
6. Calendar the tasa única (15 July or 15 January) and the beneficial owner and accounting record duties.

Common traps

Assuming the company exists once the deed is signed. It has no effect against third parties until the pacto is registered (Ley 32 art. 6).
Issuing bearer shares outside the custody regime. Since 31 December 2015 pactos are deemed to prohibit them unless the custody regime was adopted and registered, and uncustodied old certificates carry no voting or economic rights (Ley 47 art. 21 and 25).
Paying a dividend that leaves assets below liabilities plus capital. Directors who knowingly approve it are jointly liable to creditors (Ley 32 art. 64).
Holding meetings abroad without a clause allowing it. The default is that shareholder meetings take place in Panama (Ley 32 art. 41).
Letting the tasa única lapse. No corporate act is registered while it is unpaid, and three consecutive unpaid years lead to suspension and, if not reactivated, dissolution (Código Fiscal art. 318-A).
Relying on older guides that cite a B/.250 first year fee: since 1 January 2017 it is B/.300 (Ley 52 de 2016 art. 9).

Sources

← Choosing a legal entity in Panama: sociedad anónima, limited liability company, branch, private interest foundation or sociedad de emprendimientoSociedad de responsabilidad limitada (S. de R.L.) in Panama: Ley 4 de 2009, two or more partners, quotas, administrators and transfer consent →

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