Corporate law · Panama
Incorporating in Panama follows a clear sequence under Law 32 of 1927 (Corporations Law): define the structure, execute the articles, register them and organize the board. This step-by-step guide explains what the law requires at each stage.
The essentials. Founders can be of any nationality and reside abroad (art. 1). The articles may be signed anywhere, in any language (art. 3), must be notarized or protocolized (arts. 4 and 5) and registered in the Mercantile Registry to bind third parties (art. 6). You need three directors and three officers (arts. 49 and 65).
| Step | What is required | Art. |
|---|---|---|
| 1. Structure | Name, objects, capital, shares, agent in Panama, duration, directors | 2 |
| 2. Execution | Public deed or notarized document; protocolization in Panama | 4 and 5 |
| 3. Registration | Mercantile Registry; effect against third parties | 6 |
| 4. Organization | Board of three or more; President, Secretary, Treasurer; by-laws | 49, 56, 65 |
| 5. Records | Share register at the office in Panama | 36 |
| Later changes | Amendments to the articles under arts. 7 to 12 | 7 to 12 |
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Message us on WhatsAppTwo or more persons of legal age, of any nationality, even if not domiciled in Panama (art. 1).
The law allows the articles to be executed anywhere and in any language (art. 3). A document executed abroad must be authenticated by a Panamanian consul or equivalent before protocolization (art. 5). In practice the founders usually act through a Panamanian lawyer; we confirm what your case requires.
The corporate name, the objects, the authorized capital and shares, the classes of shares if any, the domicile and the agent in Panama, the duration and at least three directors (art. 2).
By public deed, or in another form attested by a notary; if not in a public deed, the document is protocolized before a Panamanian notary (arts. 4 and 5).
The deed or protocolized document is filed for registration in the Mercantile Registry. The company has no effect against third parties until the articles are registered (art. 6).
The board of at least three directors (art. 49) elects a President, a Secretary and a Treasurer (art. 65) and may adopt by-laws (art. 56). Share certificates and the share register are prepared (art. 36).
Keeping a share register at the office in Panama or where the articles provide (art. 36), holding meetings as the articles require, and the resident agent, tax and beneficial-ownership obligations set by other laws, which we review with you.
We do not promise timelines: they depend on document preparation, notarization and the Registry. Having the structure defined from the start is what most shortens the process.
We quote in writing according to the structure and the services needed.
Related: Panama corporation explained · derecho corporativo (Español) · legal services in Panama
General information based on Law 32 of 1927 on corporations (local text, no amendments recorded) as of October 2026. Registry fees, annual franchise tax, resident agent and beneficial-ownership duties are governed by other laws and regulations not analyzed here. It is not individual legal advice.