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15. Exiting: Panama

Exiting Panama: selling the shares or the business, merging a company away or moving an SRL abroad, taking profits and capital out, dissolving and liquidating a sociedad anónima or SRL, closing a branch, letting an entity lapse through suspension, terminating staff and insolvent liquidation under Ley 12 de 2016, each tied to the official text with registry fees and tax costs. For Argentine side questions on FX, trade or the absence of a Panama Argentina tax treaty see The Argentine Thread guide.

Investor view. Free repatriation guaranteed by law, a dollar economy with no exchange controls, flat 10 percent rates on dividends and share gains and B/.100 to register a dissolution make leaving Panama cheap and predictable, which makes it easier to commit capital in the first place.

• Exiting Panama: the routes out of a Panamanian company and what each costsA foreign investor leaves Panama by selling the shares, selling the business or assets, merging the company away, or dissolving and closing it; each route has its own tax and registry steps. Profits l
• Dissolving and liquidating a solvent sociedad anónima or SRL in PanamaA sociedad anónima dissolves by a board proposal and majority shareholder vote, or by the written consent of all voting shareholders, notarized, registered and published once in a newspaper. After dis
• Letting a Panamanian company lapse: suspension of corporate rights and administrative dissolutionPanama has no quick strike off: an entity that stops paying the B/.300 tasa única for three consecutive years, or stays without a resident agent for more than 90 days, has its corporate rights suspend
• Closing with the DGI and PANAMAEMPRENDE: final return, RUC update and cancelling the Aviso de OperaciónWithin 30 days of ending its business a company files a final sworn return and balance, pays income tax to the cessation date and settles dividend tax on all retained earnings. Taxpayers must report t
• Taking money out before or at exit: dividend tax, the capital reduction rule and free repatriationDistributions of Panamanian source profits bear a 10 percent dividend tax withheld by the company, and 5 percent applies to foreign source, export or listed exempt profits; treaty rates prevail where
• Selling shares of a Panamanian company: 10 percent capital gains tax, the 5 percent buyer withholding and the transfer formalitiesGains on shares and quotas that are taxable in Panama are taxed at 10 percent; the buyer withholds 5 percent of the full price and remits it within ten days, and the issuer is jointly liable if the bu
• Selling the business or its assets: shareholder approval, employer substitution and filingsA sociedad anónima may sell all or part of its assets, including goodwill and franchises, on a board resolution authorised by a majority of voting shares. If the buyer takes over the business, existin
• Mergers and moving a company out of Panama: consolidation of S.A.s, SRL mergers and continuation abroadTwo or more sociedades anónimas may consolidate under a merger agreement signed by their directors, approved by a majority of voting shares in each and registered, after which the merged companies cea
• Closing the Panamanian branch of a foreign companyA foreign company registered to do business in Panama must file at the Registro Mercantil the instruments of dissolution or consolidation that affect it, and a branch closure follows the same tax and
• Closing down and employees: closure dismissals, prior authorisation, indemnity and seniority premiumClosure of the business for notorious unprofitability is a justified economic cause for dismissal, but the employer must first prove it before the labour administrative authority; if the authority doe
• Insolvent exit: concurso liquidation under Ley 12 de 2016A company that cannot pay may ask a circuit insolvency court to declare its liquidation, filing a shareholder resolution, asset and debt lists, a payroll list and audited and interim financial stateme
• Who pays after exit: director, liquidator and shareholder liability in PanamaDirectors who approve dividends or capital reductions that leave assets below liabilities plus capital answer jointly to creditors, and during a winding up S.A. directors are liable for company debts

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