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Dissolving and liquidating a solvent sociedad anónima or SRL in Panama

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

A 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 dissolution the directors act as trustees for three years to collect, sell, pay debts and divide what remains among shareholders; they answer for company debts up to the assets they handle. An SRL dissolves on the causes in Ley 4 de 2009, keeps legal personality only to liquidate, and its managers act as liquidators unless others are appointed.

Panama's currency, the balboa (B/.), is at par with the US dollar, which circulates freely as legal tender; 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

Registro Público fee to register a dissolution (qualification plus registration)	100 PABRegistro Público tariff: acta de disolución de sociedad, as of 2026-10-29 · in force
Period a dissolved sociedad anónima survives to wind up	3 yearsLey 32 de 1927 art. 85, as of 2026-10-29 · in force
Days for the board to call the shareholders' meeting after proposing dissolution	10 daysLey 32 de 1927 art. 80, as of 2026-10-29 · in force
SRL loss trigger: assets below this share of capital	50 %Ley 4 de 2009 art. 44 numeral 7, as of 2026-10-29 · in force
Deadline for the final income tax return after ceasing business	30 daysCódigo Fiscal art. 717, as of 2026-10-29 · in force
Exchange rate used for USD conversions	1 PAB per USDBalboa at par with the US dollar (Superintendencia de Bancos), as of 2026-10-29 · in force

The rule

1. If the board of directors considers that the company should dissolve, it proposes a dissolution agreement by majority of its members and within ten days calls a meeting of the voting shareholders to decide on it.
Cost to do it: No fee for the meeting itself.
Example: Board resolution on 1 March; shareholders' meeting called by 11 March. / Same timetable for any size of company.Ley 32 de 1927, art. 80, 1927-02-26 official text · verified 2026-10-29

2. If holders of the majority of voting shares approve, a copy of the resolution with the list of names and addresses of directors and officers, certified by the President or a Vice President and the Secretary or Treasurer (or their deputies), is notarized and filed at the Registro Mercantil; once filed it is published at least once in a newspaper of the place of the company's office or, failing one, in the Gaceta Oficial.
Cost to do it: Registro Público: B/.25 qualification plus B/.75 registration for an acta de disolución de sociedad (B/.100), plus notary and newspaper costs.
Example: B/.100 in registry fees. / US$100 in registry fees.Ley 32 de 1927, arts. 81 and 82, 1927-02-26 official text · verified 2026-10-29

3. If all shareholders with voting rights consent in writing to the dissolution, no board or shareholders' meeting is needed; the consent document is notarized, registered and published as in art. 82, and the company is then considered dissolved.
Cost to do it: Same registry fees as a meeting resolution.
Example: A sole foreign parent signs a written consent; dissolution takes effect after notarization, registration and publication. / Typical route for wholly owned subsidiaries.Ley 32 de 1927, arts. 83 and 84, 1927-02-26 official text · verified 2026-10-29

4. A sociedad anónima whose term expires or that is dissolved continues for three years from that date only to bring or defend proceedings, settle its affairs, transfer and dispose of its assets and divide its capital, and may in no case continue the business for which it was formed.Ley 32 de 1927, art. 85, 1927-02-26 official text · verified 2026-10-29

5. On dissolution the directors act as trustees with power to settle the company's affairs, collect its credits, sell and transfer its assets and divide them among shareholders once debts are paid, and to sue and defend on its behalf. They are jointly and individually liable for company debts only up to the assets and funds they took into their possession, may pay themselves reasonable compensation from company funds, fill vacancies and decide by majority.
Cost to do it: Reasonable trustee compensation paid from company funds.Ley 32 de 1927, arts. 86 to 89, 1927-02-26 official text · verified 2026-10-29

6. An SRL dissolves in the cases set in its pacto social, by agreement of the partners, when its purpose is achieved or manifestly impossible, on expiry of its term unless extended, on merger if it is not the survivor, for just cause declared by a court, when losses cut assets below half of the capital (unless partners contribute within 30 days), or when partners fall below two and no new partner joins within 60 business days. The dissolution must be registered at the Registro Público.
Example: An SRL with B/.50,000 of capital whose assets fall to B/.24,000 through losses is in a dissolution cause unless partners contribute within 30 days. / US$50,000 capital: trigger below US$25,000 of assets.Ley 4 de 2009, art. 44 and art. 11 numeral 3, 2009-01-09 official text · verified 2026-10-29

7. A dissolved SRL keeps its legal personality only for liquidation: it may only collect credits, pay debts, dispose of assets, take legal action and distribute the net proceeds to partners in proportion to their participation, after collecting receivables, realizing assets and paying debts. Its managers act as liquidators unless the company appoints other individuals or legal persons.Ley 4 de 2009, arts. 45 and 47, 2009-01-09 official text · verified 2026-10-29

8. While the tasa única is unpaid, the Registro Público registers no corporate act of the entity, which includes the dissolution resolution; resignations of officers and of the resident agent are still registered.
Cost to do it: Arrears of B/.300 a year plus a single B/.50 surcharge per year or fraction late.
Example: Two years unpaid: B/.600 plus B/.100 of surcharges before the dissolution can be registered. / US$700 to clear the arrears.Código Fiscal art. 318-A parágrafo 1 as worded by Ley 52 de 2016 art. 9, art. 318-A parágrafo 1, 2016-10-27 official text · verified 2026-10-29

9. A person that ends its business must file within 30 days its sworn return and final balance and pay the income tax due to cessation; a legal person must also present the liquidation of retained earnings to that date and proof of the dividend tax paid on them.Código Fiscal art. 717 first paragraph as worded by Ley 8 de 2016 art. 62, art. 717, 2016-04-04 official text · verified 2026-10-29

Point	Sociedad anónima	SRL
Decision	Board proposal and majority of voting shares, or written consent of all voting shareholders	Partners' agreement or other cause in art. 44
Formalities	Notarized, registered, published once	Registered at the Registro Público
Who liquidates	Directors as trustees	Managers, unless others are appointed
Life after dissolution	Three years, winding up only	Legal personality kept for liquidation
Registry fee	B/.25 plus B/.75	B/.25 plus B/.75

S.A. and SRL dissolution compared (Ley 32 de 1927 arts. 80 to 89; Ley 4 de 2009 arts. 44 to 47).

Worked example

A Panamanian S.A. wholly owned by a US parent has B/.400,000 of cash, B/.150,000 of debts and B/.250,000 of local retained earnings.
The parent signs a written consent; it is notarized, registered (B/.100 of fees) and published.
The directors, as trustees, pay the B/.150,000 of debts. The final return is filed within 30 days of cessation with the retained earnings liquidation: dividend tax at 10 percent on B/.250,000 is B/.25,000.
The trustees distribute the remaining B/.225,000, net of dividend tax, to the parent, which can be wired abroad freely.

Step by step

Bring the tasa única and resident agent up to date so the Registro Público will register the dissolution.
Adopt the board proposal and shareholder resolution, or the unanimous written consent.
Notarize, register and publish the resolution; from then the company may only wind up.
Directors (S.A.) or managers (SRL) collect receivables, sell assets and pay or settle all debts, including employees and taxes.
File the final income tax return and retained earnings liquidation within 30 days of cessation and pay the dividend tax.
Notify PANAMAEMPRENDE within 30 days to cancel the Aviso de Operación and update the RUC.
Distribute the remaining assets to shareholders and keep the books for the statutory period.

Common traps

Distributing assets to shareholders before paying creditors exposes directors: in an S.A. they answer for company debts up to the assets they handled.
Ley 32 has no separate deregistration act after the three year period; continuing activity beyond winding up is prohibited.
An unpaid tasa única blocks registration of the dissolution itself, so clear arrears first.
If the company cannot pay its debts, the solvent route is closed and insolvency liquidation under Ley 12 de 2016 applies.

Sources

← Exiting Panama: the routes out of a Panamanian company and what each costsLetting a Panamanian company lapse: suspension of corporate rights and administrative dissolution →

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