Registration of a Company in Panama for Crypto Activity. Service offer

*The detailed information on the cost of services is provided below.

The registration of a Panamanian company includes the following steps:

1) Determining the main characteristics of the company:

• company name to be checked for its availability (2-3 names in order of priority), such name:
  • must not be identical or similar to the name of any existing company;
  • must contain an indication of the type of entity: for a limited liability company, it is “S.A.”;
• company structure (directors: president, secretary and treasurer; shareholder; beneficial owner);
• share capital (no minimum capital required) and distribution of shares between the shareholders;
• activity and geography of business.

2) Providing documents and information on the directors / shareholders / attorneys:

• proof of identity for the director, shareholder and beneficial owner of the proposed company; one of the following documents:
  • passport;
  • national ID card;
  • driving licence;
  • social security card (if it contains the holder’s photo and signature);
• proof of residential address for the director, shareholder and beneficial owner of the proposed company; one of the following documents:
  • utility bill (water, electricity, gas, landline telephone bill) – not older than 3 months;
  • bank statement showing the client’s address – not older than 3 months;
  • tax return with the taxpayer’s address – not older than 3 months;
• source of funds of the beneficial owner of the proposed company (e.g. salary, business income, inheritance, etc.);
• occupation of the director, shareholder and beneficial owner of the proposed company (e.g. self-employed, sole trader, employee under a labour contract, unemployed); if applicable, also the employer’s name and position held.

3) Payment of fees for services.

4) Company incorporation.

It takes approximately 2 weeks to incorporate a company once all the necessary information and documents (from points 1 and 2) have been provided.

5) Signing the company’s constitutive documents and KYC forms of the company’s registered agent.

6) Obtaining the company’s apostilled constitutive documents.

Upon incorporation of a Panamanian company, an apostilled Public Deed is prepared in both Spanish and English. Panama does not have such documents as the certificate of incorporation, separate memorandum and articles of association, resolution of the founders to establish a company, resolution to appoint a director – the Public Deed replaces them all.

A director can be either an individual or a legal entity. But only an individual can be appointed as secretary.

There are no requirements for the citizenship or residency of directors.

The minimum number of directors is 3: president, secretary and treasurer. By default, the president represents the company before third parties.

A shareholder can be either an individual or a legal entity.

There are no requirements for the citizenship or residency of shareholders.

The minimum number of shareholders is 1.

There is no requirement for the share capital amount (including for companies engaged in crypto activity). The capital can be denominated in USD. Normally, the share capital is USD 10 000.

Panama currently has no legislation requiring companies to apply for a licence to engage in crypto activity. And yet there is no legal prohibition against such activity either. More specifically, the lack of both the licensing regime and of prohibition on crypto activity is reflected in the Opinions of the Superintendency of the Securities Market of the Republic of Panama (No. 7-2018 dated 15 October 2018 and No. 1-2023 dated 23 January 2023)*.

At the same time, starting from 2019, Panama’s legislative body – the National Assembly – has been working to solidify the status of digital assets and set the requirements for conducting the relevant crypto activities. We cannot predict what decisions the country’s National Assembly will make in the future as to the legality of crypto activity and the requirements for licensing or authorisation. But the current draft laws generally permit crypto activity, with licences to be obtained for certain types of this business.

Besides, a Panamanian company may be required to have a crypto licence in the jurisdiction where its clients or counterparties are located. GSL’s specialists will be happy to assist you in identifying whether or not you need a licence in a particular jurisdiction depending on your company’s proposed activities.

* The Opinions of the Superintendency of the Securities Market of the Republic of Panama are available on the Superintendency’s official website.

Panamanian companies are required to annually pay government fees to remain in good standing, as well as registered agent’s fees (including those for provision of a registered office).

The obligation to file financial statements and tax returns with the Panamanian authorities applies to the following companies:

• companies doing business in Panama;
• companies that receive income sourced in Panama;
• licensed organisations;
• commercial and state banks;
• insurance companies;
• companies listed on the stock exchange.

All other Panamanian companies are not required to file financial statements or tax returns.

An audit of financial statements is mandatory for the following companies doing business in Panama:

• companies with initial capital exceeding USD 100 000;
• companies with annual income exceeding USD 50 000.

Audited financial statements must also be prepared by licensed organisations, commercial and state banks, insurance companies and companies listed on the stock exchange.

Local companies are taxed on Panama-sourced profit at a rate of 25%. If the taxable profit of a company exceeds USD 1 500 000, then it pays either corporate income tax or 4.67% of the gross taxable income, whichever is higher.

Dividends from Panamanian sources are subject to withholding tax at the rate of 10% (no corporate income tax is payable when dividends are received). However, there are various exceptions:

• if a company has both taxable and non-taxable income, it can potentially apply a 5% withholding tax rate in relation to dividends;
• if a company has bearer shares, then the tax rate rises to 20%;
• if a company distributes less than 40% of its after-tax profit, then it must pay in advance a dividend withholding tax on the difference between 40% of its after-tax profit and the distributed dividend.

Company registration

Annual administration (starting from the second year)

Additional services

Compliance fee

[1] The fees are valid as of December 2024.