Counsel to businesses and to the people behind them, at formation, through the obligations that follow, and when an entity needs bringing up to date.
Setting up a company in Panama involves more than filing incorporation documents. The right structure depends on what the business will do, who will own and manage it, and how it is expected to operate over time.
We help clients choose the appropriate structure, prepare the required documents, complete the necessary registrations, and handle the corporate steps that follow. We also assist with existing companies that need updates, corrections, or ongoing corporate maintenance. A Panamanian entity is constituted through registration, so what is registered determines what the entity can do.
Panamanian law recognises several kinds of legal person. Which one fits depends on what the entity is for, who will own and control it, whether it will trade in Panama, and what you expect of it over the next few years. It is worth discussing before incorporation.
Forming an entity and being allowed to trade are two different steps. The Aviso de Operación, or operating notice, is the general framework for commercial activity in Panama. It is filed through the government’s Panamá Emprende system and is linked to the entity’s taxpayer registration.
Some activities are subject to additional sector-specific authorisations or regulatory requirements, which may need to be satisfied before or alongside the operating notice. Regulated financial activities and certain licensed sectors are examples. Other activities fall outside the operating-notice framework altogether.
We handle operating notices as part of setting a business up, and we will tell you at the outset whether your activity needs something else first. Where a specialised sector regulator is involved, we will say so rather than suggest we can obtain every licence in Panama.
Most difficulties with Panamanian entities develop gradually: an annual obligation missed, a change of directors never registered, or records that were not updated when the people or the ownership changed.
A Panamanian entity carries continuing obligations, including an annual government fee and, depending on the entity, record-keeping requirements. Falling behind has practical consequences. An entity that is not in good standing can find that corporate acts cannot be registered for it and that certifications about it cannot be issued, which means a sale, a change of directors or a financing may have to wait until the position is corrected.
Corporate administration is a substantial part of our work. It can include annual obligations, keeping records current, documenting and registering corporate changes, good-standing matters, and handling applicable government and tax payments for clients as part of corporate administration.
Panamanian entities are required to have a resident agent, and the role carries obligations under Panamanian law rather than being simply a local address. The requirements differ between entity types, so who may act and what the role involves should be confirmed for the specific structure.
It is worth attending to early. An entity left without a designated resident agent can find its corporate position affected, and if you are acquiring an existing Panamanian entity or changing agents, checking the position at the start avoids delays later.
A good deal of corporate work involves entities that are not in the state their owners assumed: records never updated after a change of directors or ownership, years of unpaid annual obligations, a resident agent who resigned, or documents that do not reflect what the owners actually agreed.
Most of this can be addressed, and it is generally less expensive to address than to work around. Where obligations go unmet for long enough, an entity’s corporate rights can be suspended in the Public Registry, and a suspended entity is significantly limited in what it can do. Suspension is a legal status with real consequences and time limits attached.
We can review an existing entity, identify outstanding corporate issues, and advise on the steps required to bring its records and obligations up to date. If you have a Panamanian entity you have not looked at in some years, that review is the place to start.
Corporate work often continues long after formation. It covers documenting changes so they are effective and properly registered, drafting and reviewing the agreements the business enters into, advising on the obligations that apply, and answering the questions the people behind it have: who is authorised to act, what has to be documented for a decision to bind the entity, and how a change is made properly.
Forming a company in Panama does not give you residency, does not authorise you or anyone else to work in Panama, does not open a bank account, and does not by itself determine how you or the entity are taxed. Each of those is a separate question with its own requirements.
We advise on how an entity fits alongside Panama immigration and residency plans, and Panamanian entities may also be used in property ownership structures. See buying and selling property in Panama for the questions worth settling before deciding to hold property in an entity.
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