Countries › Panama › Guide › 4. Entities and setup › Sociedad de responsabilidad limitada (S. de R.L.) in Panama: Ley 4 de 2009, two or more partners, quotas, administrators and transfer consent

Sociedad de responsabilidad limitada (S. de R.L.) in Panama: Ley 4 de 2009, two or more partners, quotas, administrators and transfer consent

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

The 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 Registro Público. Capital can be in any currency and partly paid, partners' liability is capped at their contribution, it is run by one or more administrators who need not be partners, and new partners need the acceptance of the existing ones. It must appoint a resident agent who is a lawyer or law firm and pays the same B/.300 annual tasa única as a sociedad anónima; the old pass through income tax rule of Ley 4 art. 28 was repealed in 2009.

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 responsabilidad limitada	2 personsLey 4 de 2009 art. 4, as of 2026-10-29 · in force
Statutory minimum capital of an S. de R.L.	No statutory minimum PABLey 4 de 2009 art. 5 and art. 9, as of 2026-10-29 · in force
Name reservation period	30 daysLey 4 de 2009 art. 2, as of 2026-10-29 · in force
Minimum notice for partners' meetings	10 business daysLey 4 de 2009 art. 29, as of 2026-10-29 · in force
Time to add a partner when fewer than two remain	60 business daysLey 4 de 2009 art. 44 numeral 8, as of 2026-10-29 · in force
Tasa única anual for an S. de R.L.	300 PABCódigo Fiscal art. 318-A (Ley 52 de 2016 art. 9), as of 2026-10-29 · in force
Ley 4 art. 28 pass through income tax rule	Repealed in 2009 textLey 49 de 2009 art. 60, as of 2026-10-29 · repealed

The rule

1. The company name must include the words Sociedad de Responsabilidad Limitada or the initials S. de RL and may not be confusingly similar to a registered company (art. 1); a name can be reserved for 30 days from registration of the reservation (art. 2). The company may carry on any lawful civil or commercial activity (art. 3).Ley 4 de 2009, que regula las sociedades de responsabilidad limitada, art. 1 to art. 3, 2009-01-09 official text · verified 2026-10-29

2. Two or more natural or legal persons may form an S. de R.L. and act as its administrators; the number of partners, not fewer than two, is fixed in the pacto social (art. 4). It is formed by a protocolized private document or a public deed and registered at the Registro Público; the pacto states the partners, domicile, duration (perpetual or fixed), objects, authorized capital in any currency with the quotas and their value, the administrators and their powers, officers or attorneys, and a resident agent, who must be a lawyer or law firm (art. 5). It has legal personality once registered (art. 6).
Cost to do it: Notary protocolization, Registro Público qualification and registry fees on authorized capital, and the first B/.300 tasa única (Código Fiscal art. 318-A applies expressly to sociedades de responsabilidad limitada).Ley 4 de 2009, art. 4 to art. 6, 2009-01-09 official text · verified 2026-10-29

3. Capital is made of contributions in money, property or services represented by quotas (art. 8). Authorized capital may be fully or partly paid at formation, but contributions in kind must be made in full and their value is fixed by the partners (art. 9). Capital may be increased or reduced by amending the pacto, but not reduced if assets would fall below liabilities (art. 10). Amendments, transfers of quotas that change the partners, and dissolution must be registered (art. 11).Ley 4 de 2009, art. 8 to art. 11, 2009-01-09 official text · verified 2026-10-29

4. Each partner that has fully paid its quota votes in proportion to its share of capital (art. 13) and shares profits and losses in the same proportion (art. 14). A partner may assign its quota by private document, the pacto may give the other partners a preference, the assignment must be registered, and the assignee becomes a partner only with the acceptance of the other partners (art. 26). Each partner's liability for the company's obligations is limited to the contribution made or promised (art. 25). Partners who did not vote for an extension, change of object, capital change, transformation or merger may withdraw within 30 days of registration of the resolution and be paid a fair price (art. 19), and any partner may withdraw on three months' written notice, with the others or the company holding a 60 business day purchase option (art. 20).Ley 4 de 2009, art. 13, art. 14, art. 19, art. 20, art. 25 and art. 26, 2009-01-09 official text · verified 2026-10-29

5. Partners' meetings are called in writing or electronically at least 10 business days ahead, and notice may be waived in writing (art. 29). A meeting is quorate with partners holding a majority of paid capital unless the pacto requires more (art. 34), resolutions pass by a majority of capital unless the pacto requires more (art. 36), and partners may resolve in writing without a meeting (art. 35). The meeting alone amends the pacto, approves the accounts, removes administrators and decides dissolution, merger, transformation or redomiciliation (art. 33).Ley 4 de 2009, art. 29 and art. 33 to art. 36, 2009-01-09 official text · verified 2026-10-29

6. Administration belongs to the natural or legal persons appointed in the pacto or later, who may be removed at any time (art. 38 and 39). Administrators need a special power from the partners' meeting for acts outside the ordinary course, to sell company assets, transfer them in trust or pledge or mortgage them, or to give guarantees for third party debts (art. 40). They must prepare an annual report and keep a partners register and a minute book (art. 41), and are jointly liable for damage caused by fault, fraud, negligence or breach of law or the pacto (art. 43).Ley 4 de 2009, art. 38 to art. 43, 2009-01-09 official text · verified 2026-10-29

7. An S. de R.L. dissolves, among other causes, when losses reduce assets below half of the capital fixed in the pacto unless partners contribute the shortfall within 30 days, and when the partners fall below two unless another partner joins within 60 business days (art. 44 numerals 7 and 8). It may transform into or merge with any company, national or foreign, without that being a transfer of assets (art. 48 and 49), and a foreign limited liability company may continue under Panamanian jurisdiction (art. 50).Ley 4 de 2009, art. 44 and art. 48 to art. 50, 2009-01-09 official text · verified 2026-10-29

8. Ley 4 de 2009 art. 28 originally said that income tax arising would fall on the partners in proportion to their share. That article was repealed by Ley 49 de 2009 art. 60, in force the day after its promulgation in September 2009, so the S. de R.L. should not be treated as tax transparent on the strength of art. 28.Ley 49 de 2009 art. 60, art. 60 (repeal of Ley 4 de 2009 art. 28), 2009-09-17 official text · verified 2026-10-29 · changed: Ley 49 de 2009, published in Gaceta Oficial 26370-C on 17 September 2009, repealed the pass through rule in Ley 4 de 2009 art. 28.

9. The S. de R.L. pays the tasa única anual of B/.300 at registration and every year, due by 15 July or 15 January depending on the registration month, with a B/.50 surcharge per late year or fraction, under the same suspension and dissolution rules as other legal entities.
Cost to do it: B/.300 (US$300) a year; B/.50 (US$50) surcharge per late year or fraction.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

Point	S. de R.L. (Ley 4 de 2009)	S.A. (Ley 32 de 1927)
Members	2 or more partners, natural or legal persons (art. 4)	2 or more subscribers (art. 1)
Management	One or more administrators, natural or legal persons (art. 38)	Board of at least 3 directors plus president, secretary, treasurer (art. 49 and 65)
Entry of new members	Assignee needs acceptance of the other partners (art. 26)	Shares transferable as the pacto or bylaws provide (art. 29)
Recording transfers	Quota transfers changing partners are registered at the Registro Público (art. 11)	Registered share transfers bind the company once entered in its own share register (art. 29)
Asset sales	Special power of the partners' meeting (art. 40)	Majority of voting shares (art. 68)
Annual fee	B/.300 (art. 318-A)	B/.300 (art. 318-A)

S. de R.L. compared with the sociedad anónima on points that usually decide the choice. Ley 4 de 2009 and Ley 32 de 1927.

Worked example

Two Uruguayan software companies form an S. de R.L. in Panama to run a joint regional sales office, each with 50 percent. The pacto, signed as a private document and protocolized at a Panamanian notary, fixes capital of US$20,000 in 20 quotas of US$1,000, half paid at formation, appoints one administrator from each partner and a Panamanian law firm as resident agent (Ley 4 art. 5 and 9).
Because each partner has paid only half its quotas, neither may vote until its quota is fully paid (art. 13); they therefore pay in the remaining US$10,000 (B/.10,000) before the first partners' meeting.
Three years later one partner wants to sell to an outside buyer. The buyer becomes a partner only if the remaining partner accepts (art. 26), and the transfer must be registered (art. 11). The company keeps paying B/.300 (US$300) of tasa única every year (Código Fiscal art. 318-A).

Step by step

1. Reserve the name for 30 days if useful and confirm it ends in Sociedad de Responsabilidad Limitada or S. de RL (Ley 4 art. 1 and 2).
2. Engage a resident agent, a Panamanian lawyer or law firm (art. 5 numeral 8), and provide know your client and beneficial owner information.
3. Draft the pacto with at least two partners, capital and quotas, administrators and powers; sign it as a private document to be protocolized or as a public deed (art. 4 and 5).
4. Register at the Registro Público and pay the first B/.300 tasa única with the registry fees; legal personality starts on registration (art. 6; Código Fiscal art. 318-A).
5. Keep the partners register and minute book (art. 41), the journal and ledger (Código de Comercio art. 73), and file the Aviso de Operación before trading in Panama (Ley 5 de 2007 art. 3).

Common traps

Relying on Ley 4 art. 28 for pass through taxation: it was repealed by Ley 49 de 2009 art. 60.
Letting the partner count fall to one. The company dissolves unless a new partner joins within 60 business days (art. 44 numeral 8).
Assuming a buyer of quotas steps in automatically. The assignee needs the other partners' acceptance and the assignment must be registered (art. 11 and 26).
Administrators signing guarantees for a group company's debts without a special power from the partners' meeting (art. 40).
Unpaid quotas carry no vote (art. 13), which can block decisions in a two partner company.

Sources

← 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 únicaBranch 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 fee →

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