We help you incorporate a Sociedad de Responsabilidad Limitada in Panama

Set up your Panama S. de R.L. with a team that settles the members and their cuotas with you before anything is drafted, then coordinates the deed, the resident agent and every step after it on your behalf. You are kept informed, and nothing is left for you to chase.

Typical timeline
3 to 7 business days
Minimums
2 members, 1 administrator
Packages from
US$1,499
Where you live
Anywhere
Members and administrators
Any nationality
In person
Not needed

Expanship is a privately owned company. We are not a government agency, department, registry or regulator, and we are not affiliated with, endorsed by, or acting for the Government of the Republic of Panama or the Public Registry of Panama. We advise you, prepare and coordinate your paperwork, and handle the incorporation on your behalf; whether a company is approved, and when, is decided by those authorities alone.

Requirements

What you need to set up a Panama Sociedad de Responsabilidad Limitada

The ten things a Panama S. de R.L. is made of, and who brings each one. Two arrive with our package, one is optional, and the other seven are decisions your specialist walks you through.

Two members, at the least

Panama law asks for two members from the start and never fewer, with no ceiling on the number. Each may be a person or a company, living or formed anywhere in the world. Members are identified in the deed that creates the company, so unlike the shareholders of an S.A. their names sit on the public company file in Panama.

Minimum
Two, no maximum
Residence
Anywhere in the world
Corporate member
Permitted
What a member holds
Cuotas in the capital, not shares
Named in the deed
Yes, and on the public company file
Liability
Limited to the contribution made or promised
If members fall to one
Sixty business days to admit another

One administrator, or several

The deed names who runs the company and represents it. One administrator is enough, there is no board to assemble, and the post may be held by a member, an outsider or a company. Where there are several, they decide by majority. The members may remove an administrator at any time and name a replacement.

Minimum
One, no maximum
Residence
Anywhere in the world
Must be a member
No
Corporate administrator
Permitted
Named in the deed
Yes, and on the public company file
Removed
By the members, at any time

An officer or an attorney-in-fact, your choice

The deed also names one or more officers or attorneys-in-fact and sets out what they may do. Panama law does not say which, or how many, and gives them no powers of their own, so the post carries exactly what the members write into it. There is no fixed slate of President, Secretary and Treasurer as there is for a corporation.

Required
At least one officer or attorney-in-fact
Which
The members decide
Powers
Only those the deed grants
Residence
Anywhere in the world
Fixed offices
None

Beneficial owners identified

Before the company exists, the people who ultimately own or control it are identified, looked through each corporate member until a person is reached. Your resident agent enters them in a private system in Panama that no member of the public can search, and updates it when they change.

Who counts
Anyone at 25% or more
By
Ownership or control
Filed by
Your resident agent
Held by
Superintendence of Non-Financial Entities
Public
No

Capital in cuotas, with no floor and no shares

The deed states an authorised capital in any currency and divides it into cuotas of a stated value. Panama law sets no minimum, and the capital may be paid in full or only in part when the company is formed. A contribution may be money, property or work, valued by the members themselves, with property and work contributed in full.

Minimum capital
None
Paid at formation
In full or in part
Currency
Any
Contributions may be
Money, property or services
Property and services
Contributed in full, valued by the members
Votes and profit
In proportion to the cuotas
Changed later
By amending the deed

A resident agent in Panama

The deed must name a resident agent, and Panama law reserves the post to a Panamanian lawyer or law firm. The agent is the company's channel to the authorities, keeps the beneficial ownership record and the yearly accounting records, and is the address the authorities write to. It comes with every package.

Who may act
A Panamanian lawyer or law firm
Who provides it
Included in every package
Holds for you
Beneficial ownership record, accounting records
Changing agent later
By amending the deed

A domicile in Panama

The deed states where the company is domiciled, and for a company run from abroad that is the office of the resident agent, so nothing is leased and no one is hired. Members may meet wherever the notice says and may decide in writing without meeting at all, and the accounts may be kept in any country.

Who provides it
Included in every package
Your own premises or staff
Not required
Meetings
Wherever the notice says, or in writing without one
Records
Kept anywhere, delivered to the agent yearly

A name that ends with the initials

Whatever the members choose, the name carries the words Sociedad de Responsabilidad Limitada or the initials S. de R.L. It must not resemble the name of any company already on the Panama file closely enough to confuse, limited or not. A name may be reserved for thirty days before the deed is signed, and we check and hold it.

Must carry
Sociedad de Responsabilidad Limitada or S. de R.L.
Must not
Resemble a name already on the Panama file
Reservation
Thirty days, checked and held by us
Restricted words
Bank, trust, insurance and similar need extra steps
Language
Any

The pacto social, executed as a public deed

One instrument creates the company and is its constitution: the members and where they live, the domicile, the duration, the object, the capital and its cuotas, the administrators, the officers, the resident agent and any other lawful term the members want. We draft it, it is signed into a public deed before a Panamanian notary, and the company exists the day it is registered.

Drafted by
Expanship
Executed as
A public deed before a notary
Registered with
Panama Public Registry
Duration
Perpetual, or a term the members set
Object
Broad or limited, as the members choose
Changed later
By amendment, notarised, then registered

Bylaws, only if the members want them

Beyond the deed, the members may adopt bylaws that fill in how the company is run day to day, and may register them or keep them private, as they prefer. Nothing in Panama law requires them. Most companies put everything that matters in the deed and leave this paper unwritten.

Required
No
Registered
Only if the members choose
Drafted by
Expanship, when wanted
Changed later
As the bylaws themselves provide

KYC

What we ask of everyone behind the company

Everything needed from your side is collected with our specialists beside you, checked item by item as it arrives and kept in order, so the formation runs without a hitch.

See the full checklist

Natural person

  • Passport
  • Address proof
  • Source of funds
  • Resume or CV

Corporate body

  • Certificate of Incorporation
  • Memorandum and articles
  • Registers of directors and members
  • Company extract
  • KYC for all individual members

Activities and Usage

What a Panama Sociedad de Responsabilidad Limitada lets you do

Trade across borders, hold stakes in other companies, bill consulting work from Panama or own a vessel under its flag: a Panama S. de R.L. does each of them. Pick the activity closest to your plan and our expertise handles the rest.

Available from formation

Yours from the day the deed is registered, with no approval to seek first.

  • Cross-border trade

    Bought in one country, sold in another Available from formation
  • Holding stakes

    Shares and cuotas in companies anywhere Available from formation
  • Services abroad

    Consulting and contract work billed here Available from formation
  • Ships and yachts

    A vessel under the Panamanian flag Available from formation
  • Intellectual property

    Marks, patents and royalties from abroad Available from formation
  • Property abroad

    Real estate outside Panama Available from formation

Specialist activities, ask us first

Panama puts extra steps in front of these lines before any work starts. Bring the plan to our experts and they will map them.

  • Banking

    Taking deposits from the public Specialist activities, ask us first
  • Insurance

    Underwriting or reinsuring risk Specialist activities, ask us first
  • Investment business

    Managing funds, dealing in securities Specialist activities, ask us first
  • Trust business

    Holding assets as trustee for others Specialist activities, ask us first
  • Colón Free Zone trade

    Settled with the zone before stock lands Specialist activities, ask us first

Closed to an S. de R.L.

Off limits for this kind of company, whatever it goes on to do.

  • Retail trade in Panama

    Kept for Panamanian nationals Closed to an S. de R.L.
  • Bearer interests

    Every cuota has a named holder Closed to an S. de R.L.
  • Restricted words in the name

    Bank, trust and insurance held back Closed to an S. de R.L.

What people build with it

Weighing it against an S.A.?

Tell us what the company will do

Partnership

Two partners lock the door behind them, and the deed holds the key

Two people building a business together worry less about the money than about a stranger buying their partner out and turning up at the next meeting. In a company with shares that takes a shareholders' agreement on top. In a Panama S. de R.L. the lock is in the law and the deed.

  1. Both are named in the deed

    Each partner is a member with cuotas of a stated value, identified in the deed that creates the company and registered with it.

  2. A transfer needs the other's acceptance

    A member may sell their cuotas, but the buyer becomes a member only if the remaining members accept, and the deed may give them first refusal.

  3. Leaving is on notice, buying out is an option

    A member who wants out gives three months' notice, and the others have sixty business days to take the cuotas themselves.

Partner A Partner B The S. de R.L. The business 50% 50% First refusal and acceptance written into the deed

Sweat equity

The investor puts in money, the operator puts in work, and each ends up with cuotas

An operator who will run the venture has skill and time but little cash, and an investor has cash but no wish to run anything. A corporation would make the operator buy shares. Panama law lets the S. de R.L. take the work itself as a contribution.

  1. Cash and services both go in

    The investor contributes money and the operator contributes services, each written into the deed as cuotas at a value the two of them fix.

  2. The work is contributed in full

    Money may be paid in over time, but a contribution of services or property is made whole at the start, so the operator's stake is earned from day one.

  3. Profit follows the cuotas

    Votes and profit run in proportion to each member's cuotas, so the value the two agreed for the work is the value the operator is paid on.

Investor Operator The S. de R.L. Profit Profit Money in Work in By cuotas By cuotas Split by the cuotas the members valued

Succession

When a member dies, the deed has already said whether the children take the seat

A founder who holds a trading business with a brother wants the family to keep it, and the brother wants a say in who he ends up in business with. Panama law puts that question to the deed in advance rather than to a court afterwards.

  1. The founder holds cuotas

    The founder's stake is a block of cuotas in the S. de R.L., recorded on the public file, with the business and its contracts in the company's own name.

  2. The deed names the outcome

    Where the deed says the company continues with the heirs, they step into the cuotas. Where it is silent, the stake is valued by experts and paid out instead.

  3. The company carries on either way

    The remaining member keeps the business running, and the only thing that changes is who is entered as a member and registered as such.

The founder Cuotas The heirs The S. de R.L. A block A block A block As the deed says The company continues as the deed provides

Holding

One Panama parent above three operating companies, paid in the currency it keeps

A group with a company in Guatemala, one in Colombia and one in the Dominican Republic collects dividends in three currencies and changes ownership three times whenever an investor comes in. A single S. de R.L. above them takes the three cap tables down to one, and Panama's currency is the US dollar.

  1. The parent holds the shares

    Each operating company shows the same Panama S. de R.L. as its owner, and the group's own members hold cuotas in the parent alone.

  2. Dividends land in one place

    Profit comes up from each country to the parent in dollars, and Panama taxes only what is earned inside Panama.

  3. An investor comes in once

    A new backer takes cuotas in the parent with the other members' acceptance, and nothing below has to be touched.

Members The S. de R.L. Subsidiary Subsidiary Subsidiary Guatemala Colombia Dominican Rep. Operating companies

Services

Every client signs with one company, and the work is done outside Panama

Two consultants with clients in Mexico, Chile and Spain are signing three sets of terms and being paid into three accounts. One S. de R.L. gives them one paper and one account, and because Panama taxes what is earned inside the country, the question that matters is where the work happens.

  1. Clients engage the company

    Every engagement letter names the S. de R.L. rather than the consultant, on one set of terms and one rate card.

  2. The work happens abroad

    The two consultants keep working from wherever they live, and no part of the engagement is carried out inside Panama.

  3. Profit goes to the members

    What is left is distributed to the two members in proportion to their cuotas, and their own countries tax it on arrival.

The S. de R.L. Mexico Chile Spain Peru Engagement Invoice Work done abroad, billed from one company

Trading

Buys from a supplier in one country, sells to a customer in another, and the cargo never calls here

A trader moving goods from Asia to South America does not want the supplier and the customer reading each other's prices, and does not want either country's rules following the whole chain. What passes through Panama is the contract and the invoice, and the goods go port to port.

  1. It buys in one market

    The purchase contract names the S. de R.L., and ownership of the cargo passes to it at the supplier's port, before the ship sails.

  2. It sells in another

    A dollar invoice goes out from Panama, and the customer settles it into whichever account the company keeps, wherever that is.

  3. Nothing is landed in Panama

    The goods are neither stored nor handled here, and the margin is distributed to the members on their cuotas.

Supplier The S. de R.L. Customer Invoice in Invoice out Goods ship direct Contracts and the account sit with the company, the goods do not
Pricing

Panama Sociedad de Responsabilidad Limitada incorporation packages, and what each includes

Two packages for a Panama S. de R.L., each quoted as one figure with the government charge and the whole first year already inside. What you read here is what you pay, and every inclusion is listed.

Popular

Basic Package

US$ 1,499

  • Incorporation timeline
  • Unlimited name availability checks
  • Filing fees
  • Annual Franchise Tax (1st year)
  • Drafting of the founding deed
  • Public Deed notarization
  • Resident Agent (1st year included)
  • Registered Office Address (1st year included)

  • Filing with the authorities completed
  • Beneficial owner record
  • Express worldwide delivery of Corporate Kit
  • Free account opening with Airwallex

  • Certificate of Incorporation
  • Founding deed (certified copy)
  • Administrators and officers appointments
  • Register of Members
  • Minute book
  • Participation Certificates
Best Value

Premium Package

US$ 2,399
US$2,899 Save US$500
Everything in the Basic Package

  • Corporate seal
  • Physical Certificate of Incorporation
  • Certificate of Incumbency
  • Certificate of Good Standing
  • Notarization and Apostille on corporate papers

Every package above includes the government fees. Those fees are set by the Panama authorities, not by Expanship, and are passed on at cost; the rest of the price is our fee for advising you, preparing and coordinating your paperwork, and handling the incorporation on your behalf. Expanship is a private company, not a government agency. Whether a company is approved, and when, is decided by the authorities alone.

Government charge on capital: Both packages are quoted for an S. de R.L. with authorised capital of US$10,000, the band most Panama companies are formed in. Set a larger capital and the government charge on registration rises with it, and we put that figure in front of you before the deed is drafted.

Enterprise

Need something more bespoke?

For an S. de R.L. the two packages above do not describe on their own. A deed written around an operator and an investor, members layered through companies in several countries, a Panamanian foundation above the cuotas, and one project manager holding every filing together.

  • Complex structuring
  • Bespoke deed
  • Nominee arrangements
  • Multi-jurisdiction
  • Dedicated project manager
  • Priority processing
  • Ad-hoc advisory
Talk to Our Advisors

After Year 1

Annual Renewal

The package above pays for year one. From year two a single yearly fee carries the annual franchise tax, the resident agent and registered office, the delivery of that year's accounting records to the agent, the beneficial ownership record and a reminder ahead of every date.

Year 1 The packages above
Year 2 onward from US$1,099 a year
See what the annual renewal covers
Fully refundable If not incorporated 100%

If we do not get your company incorporated, we refund you 100%.

  • No hidden fees The package price is the price. Nothing is added later.
  • Government fees included Panama government fees are inside your package price, not billed on top.
  • Renewal priced upfront Year 2's fee is published on this page, not sprung on you a year later.
  • Everything in one package No essentials sold as add-ons. The Basic package covers the formation and compliance.

Pros and cons

Is a Panama Sociedad de Responsabilidad Limitada right for you?

A Panama S. de R.L. has real strengths and real conditions, and this section gives each side the same space rather than burying the second half. Our experts will tell you frankly which side weighs more for what you plan.

In its favour

What it gives you

  • Only Panama-source income is taxed

    The company pays Panamanian tax on what it earns inside Panama, and work performed and paid for abroad falls outside that charge.

  • You choose who joins

    A buyer of cuotas becomes a member only if the other members accept, and the deed may give them first refusal on any sale.

  • Work counts as a contribution

    A member may put in services or property instead of money, at a value the members fix, so an operator can hold cuotas from day one.

  • One administrator, no board

    A single administrator runs and represents the company. It may be a member or a company, and there is no slate of three officers.

  • Capital on your terms

    Any currency, no minimum, and the capital may be paid in only in part at formation, with the balance called when the members say.

To weigh against

What it asks of you

  • On EU Annex I today

    The European Union keeps Panama on its Annex I list, which leads some European banks and counterparties to ask extra questions.

  • Members are on the public file

    The deed names every member and each transfer of cuotas that changes them is registered, so an S. de R.L. is not an anonymous one.

  • Two members, always

    If the membership ever falls to one, the company has sixty business days to admit a second member or it is dissolved.

  • Profit follows the cuotas

    Votes and profit run in proportion to each member's cuotas, so a split that departs from them has to be built into the values.

  • A bill whether it trades or not

    A year with no trade still brings the tasa única, the agent and office renewal and the records delivery, each on its own date.

Compliance

Keeping your Panama Sociedad de Responsabilidad Limitada in good standing

Eleven duties follow a Panama S. de R.L., set out here by what triggers them. Our team carries ten of them inside the annual engagement, and the one that stays with you comes with a reminder.

Resident agent

The lawyer or law firm the deed names as resident agent, held for the whole life of the company, since without one it cannot be registered.

At all times

Held in Panama

We do it

Registered office

The Panamanian domicile written into the deed, which for a company run from abroad is the agent’s own office.

At all times

The agent’s address

We do it

Register of members and minute book

The two books Panama law puts on the administrators: who the members are and what the company resolved, written up in the week it happens.

On every event

Kept with your records

We do it

Accounting records

Books that show the company’s position, with the invoices, contracts and statements that support them, held for five years.

Kept five years

Anywhere you choose

Yours

Annual franchise tax

The tasa única, the same charge for an S. de R.L. as for a corporation, settled on the date the half-year of registration sets.

15 Jul or 15 Jan

Dirección General de Ingresos

We do it

Accounting records delivered

The accounts for the calendar year just ended, assembled from your figures and lodged with the resident agent, whose own declaration to the tax authorities follows by 15 June.

30 April

Your resident agent

With you

Beneficial ownership

Whenever someone crosses the 25 percent line, or control moves, the resident agent is told and the private register is updated.

Within 15 business days

Your resident agent

We do it

Administrators and officers

A removal, resignation or new appointment is resolved by the members, notarised into a public deed, then registered.

On the change

The authorities in Panama

We do it

Transfers of cuotas

The other members accept the newcomer, the transfer is registered, and the register of members is rewritten to match.

On every transfer

The authorities in Panama

We do it

Amendments to the deed

A change to the capital, the object, the duration or any other term is resolved, notarised into a public deed, then registered.

On adoption

The authorities in Panama

We do it

Name, agent and office changes

All three are terms of the deed, so each takes effect when the amended deed is registered, not on the day it was resolved.

On registration

The authorities in Panama

We do it

How it runs

Most changes here are deeds, and the drafting is already ours

A new member, a new administrator or a change of capital is not a line in a private book in Panama, it is an amendment notarised and registered. We hold both yearly dates from the day the company exists, draft each amendment in the week you decide it, and come to you only for a signature or a figure that has to be yours.

A Panama S. de R.L. carries eleven duties for life. We carry ten.

Ten of the eleven sit with us from the day the deed is registered to the day the company is dissolved. What we need from you is an answer when we ask: the figures behind the yearly records delivery, or a word when a member sells, an administrator steps down or the deed is to change.

Covered by us 10 of 11
Resident agentRegistered officeRegister of members and minute bookAnnual franchise taxAccounting records deliveredBeneficial ownershipAdministrators and officersTransfers of cuotasAmendments to the deedName, agent and office changes
And from you
Yours One thing
Reply when we ask for something

3 to 7

Business days

Counted from cleared checks to a registered deed.

2 + 1

Members and an administrator

No residence or nationality test, and one of the members may take the administrator’s seat.

US$1,499

Packages from

One figure, quoted before you start, with the government charge inside it.

You do not have a company yet

Form a Panama S. de R.L.

An S. de R.L. built from wherever you happen to be. Checks run, name reserved, the founding deed drafted around your members and their cuotas, the notary coordinated, and the corporate kit delivered to your door.

Packages from
US$1,499
Time to form
3 to 7 days
Your presence
Not required

You already have a Panama S. de R.L.

Move it to us

Bring a company you already own under our team. The deed is amended to name a new resident agent and registered, and the company keeps its name, its number and its history throughout.

Transfer in
US$350
Then
From US$1,099/yr
Disruption
None

Neither of those yet?

Whether an S. de R.L. or an S.A. is the better shape for your partners, how your home tax office will read Panama, or what a second member costs against a corporation with one shareholder. Answered in writing within one business day, at no charge.

Talk to a specialist

FAQ

Panama Sociedad de Responsabilidad Limitada questions, answered

What people ask before forming a Panama S. de R.L. with us, followed by how the company itself is put together and run. Anything missing here, our experts answer in writing.

Working with us

Three to seven business days, by package. Basic is quoted at five to seven business days and Premium at three to four, counted from the day your papers are complete and your checks have cleared. The founding deed is signed before a Panamanian notary and registered, and the company has legal personality from the day the authorities register it. They work at their own pace, so treat these as estimates.

No. Nothing in the formation of a Panama S. de R.L. has to be signed by a member in Panama City. Identity papers, address proof and source of funds are reviewed remotely, the deed is executed and registered on your instructions, and the resident agent in Panama comes with the package. Afterwards the members may meet wherever the notice says or decide in writing without a meeting, and the corporate kit is couriered to any address in the world.

The whole first year. Basic at US$1,499 carries the charges paid to the authorities, the first year's annual franchise tax, the drafting of the founding deed and its execution before a notary, the resident agent and registered office for year one, the beneficial owner record, the register of members, the minute book, the participation records for each member and your digital Certificate of Incorporation. Premium at US$2,399 adds the seal, the paper originals and the authenticated set banks ask for.

Yes. Every package includes support in setting up a multi-currency business account with Airwallex, subject to the provider's own checks. For a traditional bank in Panama or elsewhere, our team advises on which ones suit what the company will do, prepares the corporate papers the bank wants, such as the attestation of current members and administrators in the Premium package, and coordinates each step. Whether an account is opened is always the bank's own decision.

Not much. Eleven duties follow a Panama S. de R.L., and ten of them sit with our team under the annual engagement, from US$1,099 a year from year two. That covers the annual franchise tax due on 15 July or 15 January, the delivery of the accounting records to the resident agent by 30 April, the agent and office themselves, and every registered change to members, administrators or the deed. Your part is to keep the invoices and contracts behind the accounts and to reply when we ask for figures.

Both. Moving an existing S. de R.L. to us costs US$350 once, after which the annual engagement runs from US$1,099 a year. Because the resident agent is a term of the founding deed, the deed is amended to name the new agent and the amendment is registered, and the company keeps its name, its number and its history. When a company has run its course, we advise on dissolving it in good order, prepare the resolutions and manage the steps on your behalf under a separate quote.

Not on their own. Panama law requires the founding deed of every S. de R.L. to name a resident agent, and that post is reserved to a Panamanian lawyer or law firm, so every formation passes through one. What we add is the part that saves time and mistakes: advice on whether an S. de R.L. or an S.A. fits your plan, a deed drafted around your members and their cuotas, management of the whole process on your behalf, and a team that stays with the company afterwards. We are an independent corporate services provider, not a government body.

No. Expanship is a privately owned company. We are not a government agency, department, registry or regulator, and we are not affiliated with, endorsed by, or acting for the Government of the Republic of Panama or the Public Registry of Panama. We advise you, prepare and coordinate your paperwork, and handle the incorporation on your behalf. Whether a company is approved, and when, is decided by those authorities alone.

Our own work: advice on the right structure, due diligence on every member, preparing and coordinating the incorporation paperwork, handling the incorporation on your behalf, and the first year of registered agent and registered office. The government fees are set by the Panama authorities, not by us, and are passed on at cost inside the package price.

Contact Us

Questions about a Panama Sociedad de Responsabilidad Limitada? Ask our experts

Tell us who the members will be and what the company will do, and our Panama experts will say whether an S. de R.L. fits, what it costs and what happens next. Asking costs nothing.

Professional business consultation

Expanship is a private company, not a government agency. Submitting this form requests a consultation with our advisors; it does not place an order, start an incorporation, or create a professional relationship, and nothing we reply with is legal, tax, or financial advice.

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