Countries › Panama › Guide › 10. Capital markets and finance › Public offerings and listings in Panama: SMV registration, exempt offers, fees and the tax exemptions for registered securities

Public offerings and listings in Panama: SMV registration, exempt offers, fees and the tax exemptions for registered securities

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

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

Public offers of securities in Panama, including offers made from abroad to people domiciled in Panama, must be registered with the Superintendencia del Mercado de Valores unless exempt; private placements to up to 25 offerees and 10 buyers a year, institutional investor sales and state securities are exempt. Registration costs 0.020 percent of the offer price (minimum B/.2,000) and supervision 0.015 percent a year of securities outstanding. Gains on registered securities sold through an exchange and interest on registered securities placed through an exchange are tax exempt; other interest on registered securities bears a 5 percent final withholding.

Panama's currency, the balboa (B/.), is at par with the US dollar, which circulates freely; the Superintendencia de Bancos states that the balboa's value is on a par with the US dollar and that the dollar circulates without restrictions in commercial and financial transactions (checked 29 October 2026). USD figures therefore equal the balboa figures.

Key facts

SMV registration fee for a public offer	0.02 % of initial offer price (minimum B/.2,000)Texto Único DL 1 de 1999 art. 25 (Ley 66 de 2016), as of 2026-10-29 · in force
SMV annual supervision fee for registered securities	0.015 % of market value outstanding (B/.1,000 to B/.20,000 per issue)Texto Único DL 1 de 1999 art. 26 (Ley 66 de 2016), as of 2026-10-29 · in force
Private placement exemption: maximum offerees in one year	25 personsTexto Único DL 1 de 1999 art. 129 numeral 2, as of 2026-10-29 · in force
Private placement exemption: maximum buyers in one year	10 personsTexto Único DL 1 de 1999 art. 129 numeral 2, as of 2026-10-29 · in force
Maximum deadline for an issuer's annual report	120 days after fiscal year endTexto Único DL 1 de 1999 art. 117, as of 2026-10-29 · in force
Withholding on interest from SMV registered securities not placed through an exchange	5 %Texto Único DL 1 de 1999 art. 335, as of 2026-10-29 · in force
Tax on gains from SMV registered securities sold through an exchange	Exempt textTexto Único DL 1 de 1999 art. 334, as of 2026-10-29 · in force
Casa de valores licence fee	20000 PABTexto Único DL 1 de 1999 art. 25 numeral 12 (Ley 66 de 2016), 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); Ley 84 de 1904 art. 1, as of 2026-10-29 · in force

The rule

1. Public offers or sales of securities made in Panama by an issuer, its affiliate or an offeror must be registered with the Superintendencia unless exempt. An offer to persons domiciled in Panama is an offer in Panama even if made from abroad; an offer from Panama to persons domiciled abroad is not. The Superintendencia may define by Acuerdo when an internet offer is made to Panamanian domiciliaries.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), art. 128, 1999-07-08 official text · verified 2026-10-29

2. Exempt from registration: (1) securities issued or guaranteed by the State, by international bodies in which Panama participates, or exempted by Acuerdo; (2) private placements by an issuer, its affiliates or offerors to no more than 25 persons resulting in sales to no more than 10 persons within one year (or other numbers set by the Superintendencia); (3) sales to institutional investors under the Superintendencia's rules; (4) corporate transactions such as rights offers to existing shareholders, stock dividends, reorganisations, mergers and exercise of options; (5) offers to employees, directors and officers of the issuer or affiliates; and (6) others exempted by Acuerdo.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), art. 129, 1999-07-08 official text · verified 2026-10-29

3. The issuer, affiliate or offeror files the registration application through a lawyer; an issuer asked to register by an affiliate or offeror may recover its costs and may delay delivering information for up to 120 days if it must be updated.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), art. 130, 1999-07-08 official text · verified 2026-10-29

4. Issuers with registered securities file an annual report with audited financial statements within the term set by the Superintendencia, which may not exceed 120 days from fiscal year end, plus interim reports with the frequency the Superintendencia sets.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), art. 117, 1999-07-08 official text · verified 2026-10-29

5. Registration fees: public offers of registered securities 0.020 percent of the initial offer price (minimum B/.2,000); revolving programmes 0.035 percent (minimum B/.2,000); registration of securities previously privately placed or under art. 115 numeral 2, 0.020 percent of paid capital (minimum B/.2,000); derivatives 0.025 percent (minimum B/.2,000); amendment of an issue's terms B/.5,000; termination of a registration B/.1,000. State securities, foreign sovereign debt, multilateral debt and securities already registered in jurisdictions recognised by the Superintendencia pay no registration fee.
Cost to do it: 0.020 percent of the offer (minimum B/.2,000, US$2,000) to register; 0.035 percent for a revolving programme.
Example: A B/.50,000,000 bond issue pays B/.10,000 to register; as a revolving programme it pays B/.17,500. / US$50 million issue, US$10,000 (or US$17,500 for a programme).Ley 66 de 2016 art. 3, rewriting art. 25 of the Texto Único del Decreto Ley 1 de 1999, art. 25, 2016-12-09 official text · verified 2026-10-29

6. Annual supervision fee for registered securities: 0.015 percent of the market value outstanding, minimum B/.1,000 and maximum B/.20,000 per issue (revolving programmes minimum B/.3,000, maximum B/.20,000); exempt for State, foreign sovereign and multilateral debt and securities registered in recognised jurisdictions.
Cost to do it: 0.015 percent a year of outstanding market value, B/.1,000 to B/.20,000 per issue.
Example: B/.50,000,000 outstanding: B/.7,500 a year. / US$50 million outstanding, US$7,500 a year.Ley 66 de 2016 art. 4, rewriting art. 26 of the Texto Único del Decreto Ley 1 de 1999, art. 26 numerals 1 and 2, 2016-12-09 official text · verified 2026-10-29

7. Gains and losses on securities issued or guaranteed by the State, and on securities registered with the Superintendencia when sold through a stock exchange or other organised market (or exchanged in a merger or reorganisation for shares only, with up to 1 percent cash for fractions), are not taxable or deductible for income tax, dividend tax and complementary tax.
Example: A shareholder who sells listed registered shares on the exchange for a B/.400,000 gain pays no Panamanian income tax on the gain. / US$400,000 gain, US$0 tax.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), art. 334, 1999-07-08 official text · verified 2026-10-29

8. Interest on securities registered with the Superintendencia bears a single 5 percent income tax withheld by the payer and remitted within 30 days with a sworn return, and is excluded from the holder's gross income; interest on registered securities that are also placed through a stock exchange or other organised market is exempt (save art. 733 of the Código Fiscal), and later purchasers on the exchange keep the exemption.
Example: B/.3,500,000 of annual interest on a registered bond placed privately and not through the exchange: B/.175,000 withheld at 5 percent; if placed through the exchange, B/.0. / US$3.5 million of interest, US$175,000 or US$0.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), art. 335, 1999-07-08 official text · verified 2026-10-29

9. Registered securities and every contract or document related to their issue, subscription, sale, payment, transfer, exchange or redemption are exempt from stamp tax from 1 January 2000.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), art. 336, 1999-07-08 official text · verified 2026-10-29

10. No person may carry out without a licence or registration activities that the securities law reserves to licensed or registered entities, and no public offer may be made without the required registration; securities broker dealers (casas de valores) and investment advisers need an SMV licence whether or not they deal in registered securities.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), arts. 50, 255, 1999-07-08 official text · verified 2026-10-29

11. Licence fees: casa de valores B/.20,000, investment adviser B/.15,000, investment manager B/.15,000, stock exchange B/.35,000, securities depository B/.35,000, principal executive and broker licences B/.500 each; renewals pay the registration fee again. A casa de valores pays annual supervision of 0.0025 percent of its annual trading, minimum B/.15,000, maximum B/.100,000.
Cost to do it: B/.20,000 (US$20,000) for a casa de valores licence, then at least B/.15,000 (US$15,000) a year.Ley 66 de 2016 arts. 3 and 4, rewriting arts. 25 and 26 of the Texto Único, art. 25 numerals 8 to 20, art. 26 numeral 8, 2016-12-09 official text · verified 2026-10-29

Item	Through an exchange or organised market	Not through an exchange
Gain on sale of registered securities	Not taxable (art. 334)	Outside art. 334; see the capital gains page
Interest on registered securities	Exempt if placed through an exchange (art. 335)	5 percent final withholding (art. 335)
Stamp tax on issue and transfer documents	Exempt (art. 336)	Exempt (art. 336)

Panamanian tax on income from SMV registered securities (Texto Único del Decreto Ley 1 de 1999 arts. 334 to 336).

Worked example

A Panamanian real estate company raises US$50,000,000 (B/.50,000,000) of corporate bonds registered with the SMV and listed on a Panamanian exchange.
It pays B/.10,000 to register and about B/.7,500 a year of supervision while the full amount is outstanding. Because the bonds are placed through the exchange, investors receive interest without the 5 percent withholding and resell on the exchange without tax on gains.
Argentine investors buying these dollar bonds face their own country's FX and tax rules on foreign assets, covered at a high level in the Argentine guide; Panama does not restrict their entry or exit.

Step by step

Decide whether the deal is a public offer (any offer to persons domiciled in Panama) or fits an exemption in art. 129.
Engage a lawyer to file the SMV registration with the prospectus and audited statements, and a licensed casa de valores as placement agent.
Pay the 0.020 percent registration fee (0.035 percent for a revolving programme).
List on a licensed exchange if investors want the interest and gains exemptions of arts. 334 and 335.
Calendar the annual report (within 120 days of year end), interim reports and the annual supervision fee.

Common traps

An offer made from abroad to people domiciled in Panama counts as an offer in Panama and needs registration or an exemption.
The private placement test counts offerees (25) as well as buyers (10) within a year; marketing widely and selling to few still breaks the exemption.
The interest exemption needs both SMV registration and placement through an exchange or organised market; registration alone leaves the 5 percent withholding.
The SMV consolidated text is not an official publication; check amending laws (Ley 23 de 2015 and Ley 66 de 2016 among others) before relying on an article.

Sources

← Banks in Panama: general, international and representative licences, B/.10 million capital, liquidity and free interest ratesTender offers for listed Panamanian companies: the 25 and 50 percent triggers, 30 day minimum and 75 percent squeeze out offer →

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