Knowledge base · PA

Panama

A territorial tax system and long-established company and foundation law, used for holding companies, ship-owning companies and family foundations; moved from Annex I to Annex II of the EU list in October 2026, with a confidential beneficial-ownership register kept through resident agents.

Panama taxes only income from Panamanian sources, and its company and foundation law is long established. The sociedad anónima under Law 32 of 1927 and the private interest foundation under Law 25 of 1995 are the usual vehicles; a limited liability company (sociedad de responsabilidad limitada) under Law 4 of 2009 is also available. Each acts through a resident agent, a Panamanian lawyer or law firm, which carries anti-money-laundering duties under Law 23 of 2015 and files the entity’s beneficial owners.

Most of the transparency rules date from 2020 onward. A confidential register of beneficial owners has operated since April 2022. Since Law 254 of 2021, each entity gives its resident agent a copy of its accounting records within four months of its year end, or tells the agent in writing where they are kept and by whom. Since 2024 the register also records why each person is a beneficial owner and whether the agent provides nominee services. On 9 October 2026 the EU moved Panama from Annex I of its list to Annex II, where it stays until a Global Forum in-depth review of exchange of information on request finds it largely or fully compliant.

Law 526 of 2026 adds an economic substance test from 2027 for entities of multinational groups that earn foreign-source dividends, interest, royalties, capital gains or other passive income. A qualifying entity needs adequate paid staff, premises, strategic decisions and operating costs in Panama; a pure equity holding meets a simplified standard of at least one remunerated Panama-resident director, officer or administrator with adequate experience, and documented premises. Entities commercially operating Panamanian-registered ships are excluded, as are regulated banks, securities firms, fund managers and insurers other than captives, and entities outside a multinational group are not affected. The position is reported each year in the income tax return, with supporting documents kept in Panama, in Spanish, for five years.

General information, not advice. Facts are stated as of the date on each page. Law, lists and rates change; the professional who acts for the entity confirms what applies to it. Chrysos performs no regulated act and gives no legal or tax advice.

Facts as of 30 October 2026

Beneficial ownership

Who is a beneficial owner: A natural person who ultimately owns, controls or exercises significant influence over the entity, including ultimate effective control (Law 23 of 2015, as amended by Law 254 of 2021). Executive Decree 35 of 2022 sets the ownership threshold at 25% or more outside the financial sector and 10% within it, alongside control by other means and, as a fallback, senior management.
Register: The Sistema Privado y Único de Registro de Beneficiarios Finales (Law 129 of 2020), operating since 18 April 2022 and run by the Superintendencia de Sujetos No Financieros (SSNF). The resident agent files for every sociedad anónima, limited liability company, private interest foundation and registered foreign company. Since 2024 it also records why each person is a beneficial owner and whether the agent provides nominee directors, shareholders or attorneys.
Deadlines: Registration within 15 business days of incorporation. The entity tells its resident agent of a change within 15 business days, and the agent updates the register within 5 business days of hearing of it. The agent validates the data every year.
Who can see it: Not public. Only the entity's resident agent and officials designated by the SSNF have access, and they provide the data to competent authorities.
Foundations and trusts: For a private interest foundation, any natural person who receives economic benefits from it and whoever exercises effective control. For a trust, the settlor, trustee, protector, beneficiaries and any controlling person. Only trustees licensed by the Superintendencia de Bancos may carry on trust business; they keep the beneficial-ownership information, which is confidential.
Nominees and bearer shares: Nominee services are allowed but must be disclosed in the register. Since Law 47 of 2013, every bearer share must be held by an authorised custodian; dividends on bearer shares bear 20% dividend tax.
Penalties: Fines on the resident agent of B/.1,000 to B/.50,000 for each entity not registered or updated, plus daily fines of B/.500 for up to six months. The SSNF orders the suspension of the entity's corporate rights in the Public Registry. A false declaration doubles the maximum fine.

Lists and exchange of information

EU tax list: Removed from Annex I on 9 October 2026, where it had been since 18 February 2020, and moved to Annex II pending an in-depth Global Forum review of exchange of information on request. It leaves Annex II only once that review finds it largely or fully compliant. The defensive measures tied to Annex I no longer apply.
FATF: Removed from the FATF grey list at the October 2023 plenary, after being listed since June 2019. Not listed after the June 2026 plenary.
Exchange of information: Common Reporting Standard, with first exchanges by 2018; the multilateral competent authority agreement was signed on 15 January 2018. A Model 1 FATCA agreement with the United States, in force since 25 October 2016.
Economic substance: Law 526 of 28 May 2026, regulated by Executive Decree 32 of 2 September 2026, applies from fiscal periods starting on or after 1 January 2027 to Panamanian entities of multinational groups that earn foreign-source passive income. An entity without adequate substance in Panama pays 15% on that income.

2 forms

Legal entities

Company · S.A.

Sociedad anónima

Law: Law 32 of 1927 on sociedades anónimas

Panama's standard company. A separate legal person whose shareholders are liable up to their contribution, acting through a resident agent who is a Panamanian lawyer or law firm.

Resident agent: Mandatory. The agent has anti-money-laundering duties as a non-financial obliged entity under Law 23 of 2015, files the company's beneficial owners and receives its accounting records.
Share capital: Authorised capital is stated in the articles (pacto social) and shown on the public register. Bearer shares only under the custody regime of Law 47 of 2013.
Public register shows: The Registro Público, free online after registration, shows the name, number, type, date of incorporation, status, domicile, purpose, share capital, resident agent, directors and officers with their powers of representation, and the pacto social. Shareholders appear only if the pacto social names them.
Accounts and fees: Accounting records and supporting documents kept for five years. Since Law 254 of 2021, a copy of the accounting records goes to the resident agent within four months of the year end, or the agent is told in writing where they are kept and by whom. An annual fee (tasa única) of US$300, due 15 July or 15 January depending on the month of incorporation.
Tax: Only Panamanian-source income is taxed, at 25%. Dividends bear 10% on Panamanian-source profits and 5% on dividends from foreign-source, export or exempt income. Interest and royalties paid to foreign companies bear an effective 12.5% outside a treaty.

How owners use it

Holding company for Latin American groups
Ship-owning company for a Panamanian-flag vessel
Regional service and trading company
Holding real estate in Panama

What comes with it

From fiscal periods starting on or after 1 January 2027, an S.A. in a multinational group with foreign-source passive income needs staff, premises and strategic decisions in Panama — as a general rule at least one employee or contractor and two in-person board meetings a year — or pays 15% on that income
The accounting records, or a written note of where they are kept, reach the resident agent within four months of the year end
A beneficial-ownership change reaches the resident agent within 15 business days; an entity left unregistered or out of date can have its corporate rights suspended
Banks usually ask for a Public Registry certificate showing directors, officers and resident agent, the pacto social, the share register, a beneficial-ownership declaration and evidence that the tasa única is paid

Foundation · Fundación de interés privado

Private interest foundation

Law: Law 25 of 1995

A separate legal person that owns the assets endowed to it, with no shareholders. It acts through a resident agent and is entered both in the Public Registry and in the beneficial-ownership register.

Public register shows: The founding charter, registered in the Registro Público, with the foundation council, the resident agent and the purpose.
Beneficial owners: Any natural person who receives economic benefits from the foundation and whoever exercises effective control, recorded in the register by the resident agent.
Records: Accounting records are kept and delivered to the resident agent under Law 52 of 2016, as amended by Law 254 of 2021.
Tax: Panama's territorial system applies; only Panamanian-source income is taxed.

How owners use it

Succession and estate planning
Holding the shares of family companies
Keeping family holdings together rather than divided among heirs
Philanthropy

What comes with it

Every person who benefits from or controls the foundation is a beneficial owner, whatever the size of the benefit
Banks treat the founder and the beneficiaries as beneficial owners and ask for the founding charter and regulations, the identity of founder, council, protector and beneficiaries, and the founder's source of wealth

Sources

Facts as of 30 October 2026

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