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Companies and business · Quirós & Quirós

Formation of companies and foundations in Panama

We help you choose and establish the structure you need, with clear explanations of its management, documents and ongoing obligations.

Carlos Quirós V.
Carlos Quirós V.Lawyer · Legal direction and strategy
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Getting started

Key points

  • Purpose, participants and management guide the structure.
  • Corporations, limited liability companies and foundations serve different functions.
  • Registration does not replace permits or bank approval.
  • Maintenance and tax obligations should be budgeted from the start.

I want to form a company: what do I need and what will it cost?

Describe the activity, the proposed owners and managers, where the business will operate and whether anyone will sign from abroad. This helps us distinguish incorporation, business setup and ongoing administration.

Ask for an itemised proposal covering legal fees, notarial and registry expenses, applicable taxes and subsequent services. The incorporation price is not the total cost of the first year; the proposal should identify included work and third-party expenses.

Choose the structure before formation

An entity can operate a business, hold assets or organize an estate. The choice starts with the intended activity, participants, contributions and decision-making. Forming an entity without clarifying these issues may leave management conflicts or add obligations without meeting the original need.

Corporations, limited liability companies and foundations

A corporation organises ownership through shares and governing bodies. A limited liability company uses membership interests and agreed rules. A private interest foundation dedicates assets to its purposes and beneficiaries; it is not an interchangeable substitute for a trading company. Each option and its required documents are examined.

Key distinctions
ItemWhat it means
CorporationOwnership through shares; organization of ownership and management.
Limited liability companyMembership interests and rules agreed between members.
Private interest foundationAssets dedicated to defined purposes and beneficiaries.

Owners, managers and beneficial owners

Shareholding, management and ultimate control are roles requiring accurate identification. Preparation needs information on people, activity, source of funds and purpose. Records must remain current under applicable obligations; forming a company does not remove the need to identify beneficial owners.

Formation and delivery of documents

Once information is complete, we prepare instruments, signatures and registration. The proposal specifies delivered documents and included registrations or procedures. For participants abroad, identification and signing formalities are examined before documents are sent to Panama.

What follows registration

Starting operations may require RUC registration, operating notices or permits, invoicing, contracts and bank assessment. An account depends on the financial institution’s review. Books, accounting records, decisions and periodic obligations must also be organized. The company-tax guide covers annual franchise tax, income tax and other taxes separately from resident agent fees.

What formation through the firm includes

We define the legal structure, prepare instruments and coordinate expressly included procedures. The quote distinguishes formation, official charges and expenses, additional services and ongoing maintenance. Existing companies needing updating, regularisation or an agent change are covered by corporate administration services.

How we proceed

Your matter, step by step

  1. Define the purpose

    Identify whether you wish to operate a business, organize ownership interests or plan assets and beneficiaries.

  2. Design the decision-making arrangements

    Define management, signing authority, replacements and rules for transfers or changes to estate arrangements.

  3. Formalise and maintain

    Prepare the instruments, registration where required and a file of subsequent duties and documents.

Preparing for your consultation

  • Purpose of the structure and planned activity.
  • Identification of participants and representatives.
  • Description of assets or investment.
  • Existing articles, foundation charter and certificates.
  • Agreements or changes you wish to implement.
  • Description and location of the activity.
  • Details of proposed shareholders and participants.

Fees, expenses and timing

Compare formation and maintenance: fees, notary, registry, tax obligations and document administration for the structure.

Timing depends on identifying participants, foreign documents, signatures and registry observations. Registration alone does not establish subsequent operations.

How we explain your legal fees →

Answers for this consultation

Can a foreign national incorporate a corporation in Panama?

Yes. Law 32 allows people of any nationality to form corporations. The proposed activity, its restrictions and permits, the participants’ identification and their obligations must be reviewed. Incorporation does not, by itself, grant residence, work authorization, a bank account or permission to conduct any activity.

What information do I need to incorporate a corporation?

Define the name, objectives, capital structure, directors and management arrangements. Those decisions must be properly reflected in the articles of incorporation. Before incorporation, also assess how the company will operate in practice and its obligations based on its activities and owners.

Does an inactive company cease to have obligations?

Stopping sales or invoicing does not, by itself, end a company’s obligations. If the annual franchise tax, tasa única, applies, inactivity does not remove that payment. Its registry status, accounting records and obligations relating to the resident agent must also be checked. The firm reviews the entity, its assets and outstanding periods to identify what must be regularised or maintained. No taxable income may mean ordinary income tax is zero, but this does not mean there are no filing duties, annual franchise tax or other obligations. The entity’s activity, regime and relevant periods must be verified.

More questions about this service:

Further reading

Working with our firm

A clearly defined engagement

  • Legal design of the structure and preparation of formation instruments.
  • Coordination of registration procedures included in the engagement.
  • Delivery of documents and explanation of ongoing maintenance steps.

Our proposal sets out which of these services you need and the terms of our engagement.

Let’s discuss
your next step.

Tell us what you need to resolve. We listen, explain the scope of our assistance and arrange your consultation with the appropriate professional.

Discuss forming my entity
Carlos Quirós V.
Carlos Quirós V.Lawyer · Legal direction and strategy