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

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 cap

Argentina. For full detail on Argentina, go to The Argentine Thread.

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

The 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 for tax, Aviso de Operación and beneficial ownership. Since Ley 451 de 2024 it can be formed by two to ten individuals of any nationality who are permanent residents of Panama, so it is not available to a foreign parent company or to non resident founders. It pays no income tax for its first two years and no tasa única until two years after registration, but it may operate only in Panama, cannot list shares, and must transform within six months if revenue exceeds B/.1,000,000.

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 partners of a sociedad de emprendimiento	2 personsLey 186 de 2020 art. 5 (Ley 451 de 2024 art. 1), as of 2026-10-29 · in force
Maximum partners of a sociedad de emprendimiento	10 personsLey 186 de 2020 art. 5 (Ley 451 de 2024 art. 1), as of 2026-10-29 · in force
Partner requirement	Natural persons who are permanent residents of Panama textLey 186 de 2020 art. 5 (Ley 451 de 2024 art. 1), as of 2026-10-29 · in force
Maximum gross annual revenue before mandatory transformation	1000000 PABLey 186 de 2020 art. 24, as of 2026-10-29 · in force
Microenterprise gross annual revenue limit	150000 PABLey 186 de 2020 art. 4 and art. 24, as of 2026-10-29 · in force
Income tax exemption period	2 yearsLey 186 de 2020 art. 37, as of 2026-10-29 · in force
Period with no tasa única after registration	2 yearsLey 186 de 2020 art. 35 (Ley 451 de 2024 art. 7), as of 2026-10-29 · in force
Resident agent required	No, optional textLey 186 de 2020 art. 7 numeral 9, as of 2026-10-29 · in force

The rule

1. From two to ten natural persons of legal age, of any nationality, who are permanent residents of Panama may form a sociedad de emprendimiento for any lawful object within the limits of the law. A person already in one sociedad de emprendimiento cannot be a partner, attorney or legal representative of another, and the same group of persons may not form more than one.Ley 186 de 2020 art. 5 as worded by Ley 451 de 2024 art. 1, Ley 186 de 2020 art. 5, 2024-10-31 official text · verified 2026-10-29 · changed: Ley 451 de 2024, promulgated in Gaceta Oficial 30152-A on 31 October 2024 and in force six months later, widened the founders from two to five persons domiciled in Panama to two to ten natural persons who are permanent residents, extended allowed activities, changed the record keeping rules, the transformation window and the tasa única rule.

2. Partners sign a standard statute (estatuto tipo) stating each partner's identity, domicile and email, with a sworn statement that the partners are the beneficial owners; a name showing it is a sociedad de emprendimiento; the specific object with a sworn statement that the company will only carry on those activities; administrators and legal representative; authorized capital in any currency; duration; optionally a resident agent, which is not mandatory, failing which the administrator is the contact point with the authorities; and a declaration that the company will operate only in Panama (art. 7). The statute is filed at the single entrepreneurship window, authenticated, registered at the Registro Público, and the system then automatically generates the taxpayer registration, the Aviso de Operación, the AMPYME business registration and the beneficial owner registration (art. 8). Partners' liability is limited to their contribution (art. 6).Ley 186 de 2020, que regula las sociedades de emprendimiento, art. 6 to art. 8, 2020-12-02 official text · verified 2026-10-29

3. A sociedad de emprendimiento may not carry on activities of non financial obligated subjects under Ley 124 de 2020 art. 40 or the activities listed in Ley 5 de 2007 art. 2, and its activities are limited to those agreed between AMPYME and the Ministerio de Comercio e Industrias through PanamaEmprende; construction activities requiring licensed engineers or architects are excluded, while ancillary activities linked to the main activity are allowed (art. 12 as worded by Ley 451 de 2024 art. 3).Ley 186 de 2020 art. 12 as worded by Ley 451 de 2024 art. 3, art. 12, 2024-10-31 official text · verified 2026-10-29

4. Revenue limits are B/.150,000 gross a year for a microenterprise and B/.1,000,000 for a small enterprise; a company whose revenue exceeds B/.1,000,000 must transform into another type of legal entity within six months from the deadline for that year's income tax return to keep operating (art. 24). It must keep digital accounts in the virtual single window and issue electronic invoices for all business; failing to file financial statements for two consecutive years or to issue digital invoices for three consecutive months leads to dissolution (art. 25). It may not list its shares on a stock exchange (art. 26).Ley 186 de 2020, art. 24 to art. 26, 2020-12-02 official text · verified 2026-10-29

5. A sociedad de emprendimiento is exempt from income tax for its first two years of operation, counted from its constitution in the Registro Mercantil of the Registro Público (art. 37), and pays no tasa única at constitution, only after two years from registration at the Registro Público (art. 35 as worded by Ley 451 de 2024 art. 7). Microenterprises with annual income up to B/.50,000 file only a simplified income tax return, and late filing of that return carries only a B/.20 fine (art. 20 as worded by Ley 451 de 2024 art. 4). Donations of up to B/.10,000 per person per year to a sociedad de emprendimiento are deductible for a donor with no participation or benefit in it (art. 39).
Cost to do it: No income tax and no tasa única for the first two years; afterwards the ordinary tasa única (B/.300 for companies under Código Fiscal art. 318-A) and income tax apply.
Example: Two permanent residents form a sociedad de emprendimiento registered on 1 June 2026. It owes no tasa única until 1 June 2028 and no income tax for its first two years; if its income stays at or below B/.50,000 it files only the simplified return. / Saving US$300 a year of tasa única for two years, plus the income tax holiday.Ley 186 de 2020 art. 37 and art. 39; art. 20 and art. 35 as worded by Ley 451 de 2024 art. 4 and art. 7, art. 20, art. 35, art. 37 and art. 39, 2024-10-31 official text · verified 2026-10-29 · changed: The original art. 35 said these companies would pay no tasa única at all; Ley 451 de 2024 changed it so the fee is not paid at constitution but is due once two years have passed from registration.

6. Any company may transform into a sociedad de emprendimiento if it has not completed seven years since constitution, and a sociedad de emprendimiento may transform into another type by a majority resolution; the benefits apply once only and only if the company has not enjoyed incentives under other laws (art. 29 as worded by Ley 451 de 2024 art. 5). The company dissolves, among other causes, if it does not start operations within six months of registration (art. 30 numeral 6).Ley 186 de 2020 art. 29 as worded by Ley 451 de 2024 art. 5; art. 30, art. 29 and art. 30, 2024-10-31 official text · verified 2026-10-29

Point	Original Ley 186 de 2020	After Ley 451 de 2024
Founders	2 to 5 natural persons domiciled in Panama (art. 5)	2 to 10 natural persons who are permanent residents (art. 5)
Tasa única	Not payable (art. 35)	Not payable at constitution, due after 2 years from registration (art. 35)
Transformation into an S.E.	Companies with up to 3 years of operations (art. 29)	Companies up to 7 years from constitution (art. 29)
Small income returns	Not provided	Income up to B/.50,000 files a simplified return; late filing fine B/.20 (art. 20)

Ley 186 de 2020 before and after Ley 451 de 2024.

Worked example

A Venezuelan engineer and an Argentine designer, both permanent residents of Panama, set up a design studio. They sign the standard statute at the AMPYME single window with authorized capital of B/.2,000 (US$2,000), naming one of them administrator and choosing not to appoint a resident agent (Ley 186 art. 7).
After registration the system generates the taxpayer number, the Aviso de Operación and the beneficial owner record automatically (art. 8). The studio bills B/.48,000 (US$48,000) in its first year, issues electronic invoices for every sale (art. 25) and, as income is under B/.50,000, files only the simplified return (art. 20).
A foreign company that wanted to invest in the studio could not become a partner, because only natural persons who are permanent residents qualify (art. 5); the studio would first have to transform into an S.A. or S. de R.L. (art. 29).

Step by step

1. Confirm every founder is a natural person, of age and a permanent resident of Panama, and none is already in another sociedad de emprendimiento (art. 5).
2. Check the activity against the AMPYME and MICI list and the exclusions in art. 12.
3. Complete and sign the standard statute with the beneficial owner declaration and file it at the single entrepreneurship window (art. 7 and 8).
4. After registration, verify the automatic taxpayer registration, Aviso de Operación and AMPYME registration (art. 8), and start operating within six months (art. 30).
5. Issue electronic invoices for all sales, upload annual financial statements, and plan the transition when the two year income tax and tasa única holiday ends or revenue nears B/.1,000,000 (art. 24, 25, 35 and 37).

Common traps

Using it for foreign direct investment. Companies and non resident individuals cannot be partners (art. 5).
Not issuing electronic invoices for three months or skipping two years of financial statements, which leads to dissolution (art. 25).
Registering and not trading. The company dissolves if it does not start operations within six months (art. 30).
Relying on the original no tasa única rule; since Ley 451 de 2024 the fee is due after two years from registration (art. 35).

Sources

← 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 feeResident 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 rights →

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