Offshore Company in Panama: Registration and Requirements

Is Panama an offshore jurisdiction?

Panama is called an offshore jurisdiction because of its territorial basis of taxation. Under Article 694 of the Código Fiscal, corporate income tax applies to income arising within the country, wherever it is received. As a general rule, then, a Panamanian offshore company that operates only abroad pays no local corporate income tax. Laws passed in 2016–2021 added obligations: the resident agent knows the beneficial owners, and the company keeps and hands over accounting records. From the 2027 tax period, Law 526 of May 28, 2026 introduces economic substance rules for members of multinational enterprise groups: passive foreign-sourced income (dividends, interest, royalties, capital gains, income from real estate and movable capital) is taxed at a flat 15% if the recipient does not meet these rules in Panama. How such requirements work in other jurisdictions is covered in our guide to economic substance.

Panama is not on the EU list of non-cooperative jurisdictions of October 9, 2026. In Annex II to the conclusions, the Council of the EU noted that the country is awaiting a supplementary review by the Global Forum on exchange of tax information on request. The FATF removed Panama from its list of jurisdictions under increased monitoring (the grey list) in October 2023, and it is not on the version of the list dated June 19, 2026.

Key facts about an offshore company in Panama

Who an offshore company in Panama suits

• A holding company or an asset-holding vehicle.
• Trading and intermediary operations with Latin America.
• Projects where partners and counterparties already work with Panamanian companies.
• Owning real estate or investments through a separate legal entity.

For a business selling to EU customers through marketplaces and card payments, a Panamanian registration often raises needless questions with banks and payment providers. That model is better served by the UK or Hong Kong. The Panama and Nevis pairing is covered in Panama vs Nevis, and the island’s terms are on the offshore company in Nevis page.

The S.A. and the resident agent

The common form is the sociedad anónima (S.A.), a Panamanian corporation. Law 129 of 2020 defines the resident agent as a lawyer admitted to practice by the Supreme Court of Panama, or a law firm, appointed by the company. The agent registers with the Superintendencia de Sujetos no Financieros and enters information on its clients and their beneficial owners into the system.

If a company’s agent is not registered in the system, the Registro Público restricts corporate services for that company until the agent puts things right. The company can still switch to a registered agent.

Board of directors and officers of an S.A.

Under Article 1 of Law 32 of 1927, two or more adults of any nationality may form an S.A. for any lawful purpose, even if they live outside Panama. The company is managed by a board of directors (Junta Directiva) of at least three adult members (Article 49), and the exact number within these limits is set by the articles. Directors need not be shareholders unless the articles of incorporation (pacto social) require otherwise (Article 55).

The board elects a president, a secretary and a treasurer (Article 65), and other officers and representatives where needed. By default a quorum is a majority of the board, and the articles of incorporation may set a different number (Article 53). For the bank and the resident agent, the key question is who actually makes the decisions. So before the account is opened we record in board resolutions and powers of attorney who signs contracts and payments, and the real owner is always entered in the beneficial ownership register.

Beneficial owners and the private register

Under Law 129, a beneficial owner is an individual who ultimately, directly or indirectly, owns or controls the company or has significant influence over it. The resident agent collects the information and submits it to the Sistema Privado y Único de Registro de Beneficiarios Finales. The law describes this register as free of charge, private and with restricted access. Only the resident agent and two designated officials of the Superintendencia have direct access to the system. Authorized bodies obtain the information through them on request, including the financial intelligence unit (UAF), the public prosecutor’s office and the tax authority (DGI).

The company must give its agent all the information needed to identify the beneficial owner. The agent carries out its checks under Law 23 of 2015 on the prevention of money laundering. Panama’s private register can be compared with the open and semi-open registers of other countries in our guide to beneficial owners (UBO).

Bearer shares: the custodian regime

Law 47 of August 6, 2013 made it mandatory for bearer share certificates to be held by an authorized custodian, and Law 18 of April 23, 2015 brought the regime forward: it has applied since May 4, 2015. Every holder of such shares appoints a custodian. Local custodians can be banks with a general licence and Panamanian trust companies; foreign custodians can be licensed banks, trust companies and financial intermediaries from FATF member countries and its associate members, entered in a special register of the Superintendencia de Bancos.

For a new structure, registered shares are more practical: the register of shareholders is kept by the resident agent, and the bank can check the ownership chain more easily. If a shelf company has issued bearer shares, we ask for the custodian’s confirmation before the purchase.

Documents and KYC

To incorporate a Panamanian offshore company, the agent is usually given:

• passports and proof of address of the beneficial owners, directors and shareholders;
• an ownership chart, if other legal entities are part of the structure;
• a description of the business and the countries of clients and suppliers;
• proof of the source of funds.

The exact list and the certification format are set by the resident agent. We prepare the package so that it can also be used for the bank.

Annual obligations: accounting records

Law 52 of 2016, as amended by Law 254 of 2021, requires companies that do not operate in Panama, and asset holders, to keep accounting records and retain supporting documents for at least five years. Every year by April 30, the records or copies of them for the previous financial year ending December 31 are handed to the resident agent. If the records are kept elsewhere, the agent is told in writing who holds them and at what address.

For an asset holder, information on the value of the assets, the income from them and related liabilities is enough. A company trading abroad provides its journal and general ledger. The agent keeps copies of the share certificates and the register of shareholders at its local office. Government fees and the agent’s services are also paid every year; we calculate the amount for the specific structure. The full scope of annual work is in our guide to annual offshore company maintenance.

Annual fee: the tasa única

Apart from the agent’s services, a government fee, the tasa única, is paid every year. According to the Dirección General de Ingresos (DGI), a sociedad anónima pays B/.300 (balboas) a year. The deadline depends on the date of registration: companies registered from January 1 to June 30 pay by July 15, and those registered from July 1 to December 31 by January 15.

For late payment the DGI charges a surcharge of B/.50. After three unpaid fees the company’s functions are suspended, and reinstatement costs a penalty of B/.1000 plus B/.25 of registration tax. Before buying a shelf company, we check that all fees have been paid.

A bank account for a Panamanian company

The bank will ask to see how the money moves: contracts, invoices, suppliers, buyers and proof of the origin of the capital. The account may be in Panama or in another country, and the decision rests with the bank. We prepare the bank package under our bank account for an offshore company service.

Account information is reported to tax authorities under the CRS standard. Panama takes part: the framework is set by Law 51 of October 27, 2016, Panamanian financial institutions report to the DGI, and the list of countries that receive the information was approved by Executive Decree No. 21 of May 27, 2026. A bank in another CRS country reports the account under its own rules.

A corporate bank account, a payment account with an EMI and card acquiring serve different purposes. For a trading business we prepare a backup payment route in advance in case the main bank says no.

The owner’s taxes

Panama’s territorial tax concerns the company itself. The owner is taxed by their country of tax residency: under CFC rules, on receipt of dividends, or if the structure is in fact managed from there. General approaches to CFC rules are set out in the OECD BEPS Action 3 report. A tax advisor runs the calculation for your country.

Panama is on the list of states (territories) approved by Ukraine’s Cabinet of Ministers for transfer pricing: Resolution No. 1045 of December 27, 2017, with the annex as amended by Resolution No. 1505 of December 27, 2024. For a Ukrainian company, transactions with a Panamanian company are controlled transactions under Article 39 of the Tax Code of Ukraine when the Ukrainian company’s annual income exceeds UAH 150 million and the volume of transactions with that counterparty exceeds UAH 10 million a year. If a Ukrainian resident owns the company and it qualifies as their CFC (Article 39-2 of the same code), its transactions with non-residents from this list are disclosed in the CFC report, and the related income and expenses are measured at arm’s length when the adjusted profit is calculated.

Two-year budget for an offshore company in Panama

We build the estimate for 24 months and split it into mandatory government payments (registration with the Registro Público and the tasa única for each year), the resident agent’s fee, keeping and handing over accounting records by April 30, KYC updates, bank preparation and the cost of closure if the project does not take off. For a calculation, describe in your request the owners, the countries of clients and suppliers and the expected turnover.

Panama or the BVI for a holding company

Both jurisdictions are chosen for holding shares and assets, though their upkeep differs. A comparison based on the law and regulators’ data as of October 2026:

A private holding company with partners in Latin America is usually better placed in Panama, while a corporate holding company with investors used to BCs is better served by an offshore company in the BVI. How to set up the ownership structure itself is shown in our guides to the international holding company and asset protection.

Buying a shelf offshore company in Panama

When a structure is needed quickly, we look for shelf offshore companies, Panamanian ones included. Before the deal we check the company’s status in the Registro Público, the registration of the resident agent, the handover of accounting records for past periods and the register of shareholders held by the agent. Timelines depend on the agent and on how complete the KYC package is; we give a schedule after reviewing your case.

Frequently asked questions