How to Register a Company in Panama

Although it is most famous for the canal, Panama has a lot more going on. The banking system is world famous, and there is a growing tourism and services sector that offers interesting opportunities to foreign investors. If you register a company in Panama, you will be in good company — with over 500,000 others, it is the second most popular place in the world to do so.

As a hub for global trade, the country is well used to international enterprises and extremely business-friendly. When you register a company in Panama, you will gain access to a well-established infrastructure, favorable tax regulations and a strategic geographic location that facilitates global business operations.

Choose Your Entity: 3 Types of Companies in Panama

Considerations such as the nature of the business, the number of owners, liability, and tax implications should be taken into account when choosing the structure to use to register a company in Panama.

There are several different types of legal structures in Panama to choose from, but the three most commonly utilized options are:

• Corporation (Sociedad Anónima – S.A.).
• Limited Liability Company (Sociedad de Responsabilidad Limitada – S.R.L.).
• Private Interest Foundation (Fundación de Interés Privado).

1. Corporation (Sociedad Anónima – S.A.)

A corporate structure that provides limited liability to shareholders and is commonly employed for various business activities. It is crucial to note some key characteristics associated with the formation of this entity. Most notably, shareholders bear responsibility solely for their assets and contributions. Panama’s legislation does not specify a minimum social capital requirement for the company, although a recommended minimum of USD$10,000 is advised. 

Recommendation: In most cases, we would recommend clients to establish a Sociedad Anonima for their business needs because:

• S.A.s in Panama offer operational flexibility, tax benefits for international operations, and an agile structure for management.
• They are known for privacy and structural flexibility, resembling a public limited company.
• They also offer limited liability for shareholders, protecting them from significant losses that may result from business failures, legal claims, or unforeseen events.

2. Limited Liability Company (Sociedad de Responsabilidad Limitada – S.R.L.)

A company structure that offers limited liability to its members and is well-suited for small or micro-sized businesses. 

3. Private Interest Foundation (Fundacion de Interes Privado)

A unique legal entity that operates similarly to a trust, providing a flexible framework for asset management, estate planning, and charitable purposes. To learn more about this type of structure please get in touch with the Biz Latin Hub team.

What are The Minimum Requirements to Incorporate an SA in Panama?

The minimum requirements to incorporate an SA in Panama are:

• A name for your legal entity
• (1) shareholder, which can be of any nationality and reside outside of Panama and can be either a natural or legal person (i.e. an individual or a legal entity). 
• Appoint at least (3) Directors for your company 
• Appoint a resident agent within the bylaws of the company
• Describe the main company activities 
• A minimum initial capital, although no minimum capital amount is required by law, we would strongly recommend a minimum share capital of USD$1,000 however it should be commensurate with your planned business activities.
• Register a Fiscal Address which must be within the country and is used for official correspondence

 Important Tip: The founding shareholder(s) do not need to physically travel to the country as the establishment can be completed by our local Panamanian team.

6 Steps to Register Your Company in Panama

Please see below the 6 steps for incorporating a Sociedad Anónima (S.A.) in Panama:

1. Step 1 – Organize the name and structure of your company.
2. Step 2 – Company Incorporation: Draft and sign bylaws.
3. Step 3 – Register your company in Panama.
4. Step 4 – Obtain a Tax Identification Number (RUC).
5. Step 5 – Open a Corporate Bank Account.
6. Step 6 – Obtain Municipal Commercial License.

Step 1: Organize the name and structure of your company

As with most countries in Latin America, the first step to registering a business is to choose the name and legal structure of your company. The main types of company are:

1. A Corporation/Joint Stock Company (Sociedad Anónima – S.A) – this is by far the most common type of company to form in Panama, which means that shareholders are only responsible for their contributions and assets.
2. A Limited Liability Company (Sociedad de Responsabilidad Limitada – S.R.L) – This will help provide insulation to you as an investor and will mean you are not personally liable for the debts or funds of your company. 

PRO TIP: It is very important you think about this decision carefully as it can limit the type of business you can legally engage in, and once you sign your documents, amending the structure can be a very long and complicated process.

Step 2: Company Incorporation: Draft and sign bylaws

The bylaws of a company can be simply described as the ‘constitution’ of a company. These documents will contain all the crucial information about the structure and ethos of the company, including:

1. Information regarding the frequency and nature of shareholder/board meetings.
2. Documentation of all the details of the company (name, registered address, share capital, location, company type, Board of Directors, etc.).
3. Procedure for record-keeping.
4. Company’s objeto social which identifies the company’s business activities. 

The bylaws will undergo notarization by a notary public in Panama, formalizing them as a public deed. This procedural step typically spans a duration of 5 to 10 business days.

Step 3: Register your company in Panama

The next process is to formally register your company in Panama. This step will ensure that the company is officially recognized in the country and that it is properly registered with the relevant tax authorities.

REMEMBER: Your physical presence in Panama is not required for the completion of the corporation formation process, instead this can be done through a power of attorney. So we can manage all necessary procedures efficiently without you needing to come to Panama.

Step 4: Obtain a Tax Identification Number (RUC)

Once a company is Registered, the next step is to apply for a tax identification number (Registro Único de Contribuyentes – RUC) with the Directorate General of Revenue (DGI).

The next step is to open a Panamanian Bank Account for your company. Here’s a general guide for opening a bank account for a Sociedad Anónima (SA):

1. Match your business needs with a suitable Panama bank
2. Complete all required banking documentation

According to research from the Banker, 41 of the top 100 Central American banks are in Panama. The country boasts some of the best banks in the region in terms of attractiveness of investment and security for assets. Banco General, Bladex, and Bancolombia Panama are all in the top 5.

Step 6: Obtain Municipal Commercial License

Acquire a commercial license from the municipal government where the company is located, which will enable you to legally commence operations.

Main Differences Between SA and LLC in Panama

Common FAQs when forming a company in Panama

In our experience, these are the common questions and doubtful points of our clients.

Biz Latin Hub can support you in registering a company in Panama

With Panama being such an exciting business opportunity and only seeming to be growing in terms of economic stability and buoyancy, now is the perfect time to start a venture in the country and incorporate your company. Biz Latin Hub has an office in Panama and in 17 other locations across the region.

If you have any questions about the entity incorporation process or the steps involved with the business registration, please do not hesitate to contact us here at Biz Latin Hub.