Countries › Panama › Guide › 15. Exiting › Mergers and moving a company out of Panama: consolidation of S.A.s, SRL mergers and continuation abroad

Mergers and moving a company out of Panama: consolidation of S.A.s, SRL mergers and continuation abroad

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

Two 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 cease to exist and the survivor takes all rights and debts. An SRL may merge with any national or foreign company and may continue operating in another country; its mergers produce no transfer of assets for any legal purpose. Registry fees are B/.25 plus B/.40 per company for a merger and B/.25 plus B/.75 for continuation to another jurisdiction.

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 for a merger agreement per company (qualification plus registration)	65 PABRegistro Público tariff: convenio de fusión, as of 2026-10-29 · in force
Registro Público fee for continuation to another jurisdiction	100 PABRegistro Público tariff: continuación hacia otra jurisdicción, as of 2026-10-29 · in force
Days for SRL dissenting partners to withdraw after a merger is registered	30 daysLey 4 de 2009 art. 19, 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. Subject to the pacto social, two or more companies formed under Ley 32 may consolidate into one. The directors, or a majority of them, of each company sign an agreement setting the terms, the way of carrying it out and how shares of each constituent convert into shares of the new company; the agreement may provide for distribution of notes or bonds instead of shares if the new company's liabilities plus issued capital do not exceed its assets.Ley 32 de 1927, arts. 71 and 72, 1927-02-26 official text · verified 2026-10-29

2. The merger agreement is submitted to the shareholders of each company in a meeting called for the purpose; if holders of the majority of voting shares in each company approve, the Secretary certifies it, it is executed by the President or Vice President and the Secretary of each company and is registered at the Registro Mercantil, which constitutes the consolidation.
Cost to do it: Registro Público tariff: convenio de fusión B/.25 qualification plus B/.40 registration per company.
Example: Merging two companies: B/.130 of registry fees. / US$130.Ley 32 de 1927, arts. 73 to 75, 1927-02-26 official text · verified 2026-10-29

3. On registration each constituent ceases to exist and the consolidated company succeeds to all its rights, privileges and franchises, subject to its restrictions and duties; creditors' rights and liens are unaffected (liens bind only assets encumbered at the date of the agreement), debts of the constituents can be enforced against the new company, it replaces them in pending proceedings, and the liability of shareholders, directors and officers is not reduced.Ley 32 de 1927, arts. 76, 78 and 79, 1927-02-26 official text · verified 2026-10-29

4. An SRL may transform into any type of company or merge with a company of any kind by agreement under its pacto social or by partners holding a majority of capital; it may merge or consolidate with any national or foreign company, stating the survivor and partners' rights. The merger must be registered and produces no transfer of assets for any legal purpose, and the resulting company has the rights and obligations of the merged one. Partners who did not vote for a merger or transformation may withdraw within 30 days of its registration and be paid a fair price.Ley 4 de 2009, arts. 19, 48 and 49, 2009-01-09 official text · verified 2026-10-29

5. A foreign SRL may continue under Panamanian jurisdiction by meeting the formation requirements of Ley 4, and a Panamanian SRL may continue operating in another country by meeting that country's formalities.
Cost to do it: Registro Público tariff: continuación hacia otra jurisdicción B/.25 qualification plus B/.75 registration.Ley 4 de 2009, art. 50, 2009-01-09 official text · verified 2026-10-29

6. Merging companies must notify PANAMAEMPRENDE within 30 days of registering the merger so the Aviso de Operación of absorbed companies is cancelled, and their remaining establishments become branches of the absorbing company. Tax credits assigned between merged or spun off companies must be reported to the DGI to have tax effect.Ley 5 de 2007 art. 12; Ley 76 de 2019 art. 84, Ley 5 art. 12; CPT art. 84, 2019-02-13 official text · verified 2026-10-29

Step by step

Check the pacto social for extra merger conditions or class votes (Ley 32 art. 77).
Directors sign the merger agreement; shareholders of each company approve by majority.
Execute and register the agreement at the Registro Público; pay B/.25 plus B/.40 per company.
Notify PANAMAEMPRENDE within 30 days and report tax credit assignments to the DGI.
For a move abroad, use SRL continuation under Ley 4 art. 50 with the formalities of the destination country.

Common traps

Ley 32 arts. 71 to 79 speak of companies formed under that law; for cross border mergers the SRL rules of Ley 4 art. 49 expressly cover foreign companies.
Liens on the constituents' assets survive the merger.
SRL dissenters have a 30 day withdrawal right at fair price, which can drain cash.

Sources

← Selling the business or its assets: shareholder approval, employer substitution and filingsClosing the Panamanian branch of a foreign company →

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