Panama corporation (S.A.) formation

What a Panama corporation is

It is a legal entity with its own assets, separate from those of its shareholders. Its capital is divided into shares and it is managed by a board of directors. The law is flexible: shareholders, directors and officers can be of any nationality and live outside Panama.

It is used, for example, to run a business in Panama or in the region, to hold investments or real estate, to own shares in other companies or as an estate planning vehicle. Which structure suits you depends on your goal and on the laws of the country where you live; we explain it before we start.

Requirements to set it up

These are the main elements required by Law 32 of 1927:

• Two or more subscribers, of legal age and of any nationality, who sign the articles of incorporation.
• A name that cannot be confused with an existing registered company and that shows it is a corporation (for example, "S.A.").
• The articles of incorporation, stating the purpose, the authorized capital and shares, the domicile, the duration, the directors and the resident agent.
• A board of at least three directors and, at a minimum, the officers president, secretary and treasurer.
• A resident agent in Panama, who must be a lawyer or a law firm.
• Registration of the articles of incorporation at the Public Registry of Panama.

How we register it without you traveling

First we discuss your goal and send you a written quote with the requirements, documents and total cost. Once you approve it, we check the availability of the name, draft the articles of incorporation, and coordinate the signatures and the filing at the Public Registry of Panama.

When documents are signed outside Panama, we tell you whether they need an apostille or legalization and a translation into Spanish by an authorized public translator. At the end you receive the registered deed and the registration certificate digitally, or in person in Panama if you prefer.

Obligations after registration

A Panama corporation pays an annual government fee and must keep a resident agent in place. The law also requires it to keep accounting records and certain information about the company, which the resident agent must be able to access. We explain these obligations in your quote so you know from the start what keeping the company in good standing involves.

Panama applies a territorial tax system: in general, it taxes income from Panamanian sources. How this applies to your corporation depends on its operations and on the laws of the country where you live, so we recommend confirming it with a tax advisor for your case.

What our service includes

• Guidance on whether a corporation is the right structure or whether an LLC (S. de R.L.) or a foundation suits you better.
• Name check and drafting of the articles of incorporation.
• Coordination of subscribers, directors, officers and signatures.
• Filing at the Public Registry of Panama.
• Delivery of the registered deed and the registration certificate.