A foundation with no shareholders, a council instead of a board, and a long record as a holding and succession wrapper.
A Panama Private Interest Foundation (Fundación de Interés Privado) is a civil-law foundation created by Law 25 of 1995. It has no shareholders: assets go in, become the foundation's own patrimony, and a council runs them for the beneficiaries named in the founder's documents [1][2]. Panama's own exemption for assets located abroad and income from foreign sources is the headline tax feature [2][3], and the same structure is already used to wrap DAOs, hold token treasuries and act as a token issuer [4]. One date to know: from tax periods starting 1 January 2027, a new substance rule can tax foreign passive income at 15% for foundations that belong to a multinational group [8][9].
What you actually get when you swap shareholders for a council.
The foundation is run by a council of at least three members, or by one juridical person. The charter or regulations can also require prior approval from a protector or supervisory body the founder appoints [1][2].
Because a foundation has no shareholders, it can sit under a DAO as legal issuer of its tokens and custodian of its treasury, with council members chosen to represent token holders [4].
Two foundation wrappers, two very different price tags and rulebooks.
| Panama Foundation | Cayman Private Foundation | |
|---|---|---|
| Tax on the entity | 0% on assets abroad and foreign-source income; 15% exception for multinational-group entities without substance from 2027 [2][3][8] | 0% on income and capital gains [7] |
| Governance model | Council of 3, or one juridical person; optional protector [1][2] | Foundation company; a Supervisor is mandatory only once it has no members [5][6] |
| Annual government cost | US$400/yr Tasa Única [14] | US$925/yr Companies Registry fee, plus a one-time US$500 foundation fee [15][16] |
| Otonomos Starter Kit | $5,405 [17] | $12,480 [18] |
Panama is the lower-cost, civil-law route; Cayman is the common-law foundation company with a registry fee and a Supervisor requirement once it has no members.
Law 526 of 2026 and Executive Decree No. 32 apply from tax periods beginning on or after 1 January 2027. A foundation that belongs to a multinational group and earns foreign passive income (dividends, interest, royalties, capital gains, rents) must show substance or pay a final 15% tax on it. A foundation with no related entities in other jurisdictions is outside the rule [8][9][10].
Foundation purposes are meant to centre on asset protection, beneficiaries or charitable activity, and any commercial activity is limited to non-habitual transactions. Results must go to the foundation's purposes [3].
The charter must name a Panamanian attorney or law firm as resident agent, and the council needs three members unless it is one juridical person [2]. Council members also owe a secrecy duty, with breaches punishable by up to six months' imprisonment and a US$50,000 fine [2].
Changes in beneficial ownership go to the resident agent within 15 business days, and the agent updates the registry within 5 [11]. Accounting records are kept for five years and produced to the resident agent within 15 business days of a request [13]. The Tasa Única carries a B/.50 late surcharge, and three unpaid years lead to suspension [14].
What Otonomos charges to set one up. Prices are from the order page [17]; the Starter Kit is the base and packages are priced as listed there.
| STARTER KIT | |
|---|---|
| Incorporation | included |
| Franchise Tax | included |
| Corporate Secretary | included |
| Registered Agent and Local Address | included |
| Total | $5,405 |
| PACKAGES | |
|---|---|
| DeFi Foundation (Corporate Nominee Director, DAO-controlled Foundation, Crypto Exchange Account Opening, Supervisory Board) | $9,200 |
| Panama Foundation Holding (Full Apostille KYC/AML Kit, Guidance, Fiat bank account Panama) | $9,500 |
| Panama Private Foundation (Corporate Nominee Director, Full Apostille KYC/AML Kit, Crypto Exchange Account Opening, Fiat bank account Panama) | $13,500 |
| POPULAR ADD-ONS | |
|---|---|
| Corporate Nominee Director (annual) | $4,800 |
| Supervisory Board (annual, $1,200 per nominee member, at least one member) | $2,400 |
| DAO-controlled Foundation (one-time) | $800 |
| Local Physical Director (annual) | $2,100 |
| Full Apostille KYC/AML Kit | $2,000 |
| Crypto Exchange Account Opening | $1,200 |
| Fiat bank account Panama (Tower Bank, minimum balance $1,000, 10-15 business days) | $5,500 |
| Cross-jurisdictional guidance & structuring advice | $2,000 |
The order page has the live pricing, add-ons and checkout. This page was just the homework.
Yes. Practitioners describe the foundation as a wrapper that can act as legal issuer of a DAO's tokens and custodian of its treasury, with council members chosen to represent token holders [4].
No. It applies to foundations that belong to a multinational group and earn foreign-source passive income. A foundation that operates independently, with no linked entities in other jurisdictions, falls outside it [8][9]. Whether your setup counts as a group is a structuring question worth settling before you incorporate.
DGI lists a B/.50 late surcharge, and after three unpaid years the entity's functions are suspended [14].