Countries › Panama › Guide › 15. Exiting › Exiting Panama: the routes out of a Panamanian company and what each costs

Exiting Panama: the routes out of a Panamanian company and what each costs

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

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

A 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 leave at a 10 percent dividend tax (5 percent for foreign source, export or certain exempt income), share gains at 10 percent with a 5 percent buyer withholding, and there are no exchange controls on the balboa and dollar economy. Closing properly means a 30 day final tax return with settlement of dividend tax on retained earnings, a registered dissolution (B/.100 in registry fees), deregistration of the Aviso de Operación and lawful termination of staff.

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

Dividend tax on distributions of Panamanian source profits	10 %Código Fiscal art. 733 literal a, as of 2026-10-29 · in force
Capital gains tax on Panamanian shares and securities	10 %Código Fiscal art. 701 literal e, 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
Repatriation of dividends and capital	Free, guaranteed by law; no exchange controls textLey 54 de 1998 art. 2, 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
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. Foreign investors are guaranteed free disposal of the resources generated by their investment and free repatriation of capital, dividends, interest and profits from the investment, with the same rights as national investors.
Cost to do it: No registration or central bank approval is needed to remit exit proceeds; bank charges only.
Example: Liquidation proceeds of B/.900,000 can be wired abroad the same day once taxes are settled. / US$900,000 remitted without any exchange control filing.Ley 54 de 22 de julio de 1998, art. 2, 1998-07-22 official text · verified 2026-10-29

2. Companies that need an Aviso de Operación or earn taxable income in Panama withhold dividend tax of 10 percent on distributions of Panamanian source profits and 5 percent on distributions of foreign source, export or art. 708 literal f and l exempt income; amounts withheld are final.
Cost to do it: 10 percent or 5 percent of the profits distributed.
Example: B/.1,000,000 of local retained earnings distributed before exit: B/.100,000 withheld, B/.900,000 paid out. / US$1,000,000 distributed: US$100,000 withheld, US$900,000 net.Código Fiscal art. 733 literal a as worded by Ley 8 de 2016 art. 63, art. 733 literal a, 2016-04-04 official text · verified 2026-10-29

3. Gains on the sale of shares, quotas and other securities that are taxable in Panama are taxed at a flat 10 percent; the buyer withholds 5 percent of the total price within ten days and the seller may accept that amount as the final tax.
Cost to do it: 10 percent of the gain, or 5 percent of the price if the seller accepts the withholding as final.
Example: Shares sold for B/.2,000,000: buyer withholds B/.100,000. / US$2,000,000 sale: US$100,000 withheld.Código Fiscal art. 701 literal e as worded by Ley 18 de 2006 art. 2, art. 701 literal e, 2006-06-19 official text · verified 2026-10-29

4. A person who ceases business must file within 30 days a sworn return and final balance and pay the income tax due to the date of cessation; a legal person must also present the liquidation of its retained earnings to that date and proof of payment of the dividend tax on them.
Cost to do it: Income tax to the cessation date plus 10 percent or 5 percent dividend tax on all retained earnings.
Example: Business ends on 30 June: final return and retained earnings settlement due by 30 July. / Same deadline whatever the size of the company.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

5. A sociedad anónima dissolves by a majority shareholder resolution (or the written consent of all voting shareholders) that is notarized, registered at the Registro Mercantil and published at least once in a newspaper; the company then survives three years only to wind up, with its directors acting as trustees.
Cost to do it: Registry fee B/.25 qualification plus B/.75 registration per the Registro Público tariff (B/.100), plus notary, publication and lawyer costs.
Example: B/.100 of registry fees for the dissolution deed. / US$100 of registry fees.Ley 32 de 1927, arts. 80 to 86, 1927-02-26 official text · verified 2026-10-29

6. Dismissals for closure of the business are justified economic causes, but the employer must first prove the cause before the labour administrative authority and still pays the statutory indemnity of art. 225 together with the seniority premium.
Cost to do it: 3.4 weeks of wages per year for the first ten years for staff hired after Ley 44 de 1995, plus one week per year of seniority premium.
Example: A worker with 6 years and a weekly wage of B/.350: B/.7,140 indemnity plus B/.2,100 seniority premium. / US$9,240 total for that worker.Código de Trabajo arts. 213 C and 215; art. 225 as worded by Ley 44 de 1995 art. 36, arts. 213, 215 and 225, 1995-08-12 official text · verified 2026-10-29

Route	Main tax cost	Main legal step	Page
Sell the shares	10 percent of the gain; buyer withholds 5 percent of price	Entry in the share register (S.A.) or registered assignment (SRL)	exiting/selling-shares-of-a-panamanian-company
Sell the business or assets	Company pays income tax on gains; dividend tax when cash goes up	Board resolution plus majority shareholder approval (S.A.)	exiting/asset-sale-and-business-transfer
Merge into another company	No transfer of assets for SRL mergers under Ley 4 art. 49	Merger agreement approved by shareholders and registered	exiting/mergers-and-continuation
Dissolve and liquidate	Final return within 30 days; dividend tax on all retained earnings	Registered and published dissolution resolution	exiting/dissolution-and-liquidation
Let the company lapse	Unpaid tasa única and B/.50 yearly surcharge accrue	Suspension after 3 years unpaid, dissolution one year later	exiting/suspension-and-forced-dissolution
Insolvency liquidation	Current national and municipal taxes rank as administrative claims	Court order under Ley 12 de 2016	exiting/insolvency-liquidation

Exit routes for a Panamanian company (sources in the linked pages).

Step by step

Decide the route: share sale if a buyer wants the whole company, asset sale if it wants only the business, dissolution if nothing is left to sell.
Distribute or settle retained earnings: dividend tax must be paid on them before any capital reduction and before closing.
Plan the workforce exit early, since closure dismissals need prior proof before the labour authority, which has 60 calendar days to decide.
Keep the tasa única current: an unpaid fee blocks registration of the dissolution resolution.
After registering the dissolution, file the final return within 30 days of cessation, update the RUC and notify PANAMAEMPRENDE to cancel the Aviso de Operación.
Remit the net proceeds abroad; no exchange control filing applies.

Common traps

Walking away without dissolving does not end liabilities: the company keeps accruing the tasa única, and suspension and administrative dissolution follow only after years.
Capital cannot be returned through a capital reduction until all retained earnings have been distributed and dividend tax paid.
Argentina is not on the DGI list of Panama's double taxation treaties, so an Argentine shareholder receives no treaty rate on Panamanian dividends; the Argentine side is covered in The Argentine Thread guide.

Sources

← Limitation periods and key filing deadlines in Panama: negotiable instruments, company and bank contracts, State claims, awards and how filing stops the clockDissolving and liquidating a solvent sociedad anónima or SRL in Panama →

Get rule changes weekly

Free. One email a week from The LatAm Thread.

One more step after you press the button: we take you to Substack, where your email is already filled in. Confirm there to start. No spam, unsubscribe anytime, we never share your address. By subscribing you agree to the privacy policy.