A century-old corporate statute, no residency strings, and a territorial tax system. The catch is that the rules around it keep tightening.
A Panamanian sociedad anónima (S.A.), the "IBC" of offshore marketing copy, is incorporated under Law 32 of 1927. Two or more adults, resident or not, can form one, and the incorporation pact must name at least three directors [1][2]. There is no nationality or residency requirement for shareholders, directors or officers [2][3]. What you do need is a Panama resident agent, who must be a licensed Panamanian lawyer or law firm [3]. Panama taxes on a territorial basis: Panama-source income is taxable, and income earned outside Panama generally isn't [2][4]. A new economic substance law, enacted in May 2026, adds conditions for entities in multinational groups from fiscal year 2027 [5][6].
Four things that set the S.A. apart from a generic offshore company.
Shareholders, directors and officers can be of any nationality and live anywhere. The usual setup is a President, Secretary and Treasurer, and one person can hold more than one office [2][3].
Panama-source income is taxed (the standard corporate rate is 25%); income from outside Panama generally isn't [2][4]. From fiscal year 2027, entities in multinational groups earning foreign passive income need economic substance or face 15% on it [4][5][6].
Shareholder names aren't recorded at the Public Registry [2]. Beneficial owners are, however, reported by the resident agent to a private register, which authorities can access [7][8].
Panama left the FATF grey list in October 2023 and the EU's AML high-risk list in July 2025, easing the extra due diligence that institutions applied to Panamanian entities [17].
Both tax on a territorial basis and both are used as holding and trading vehicles. The differences are in setup and presence.
| Panama IBC | Hong Kong Limited Company | |
|---|---|---|
| Tax basis | Territorial; Panama-source income taxed at 25%, foreign-source generally outside the base [2][4] | Territorial; 8.25% on the first HK$2m of profits, 16.5% above [18] |
| Minimum directors | 3 (at least 2 subscribers at incorporation) [1][2] | 1, who must be a natural person [19] |
| Required local presence | Panama resident agent, a licensed Panamanian lawyer or firm [3] | Company secretary; an individual should ordinarily live in Hong Kong, a corporate secretary needs a Hong Kong address [19] |
| Otonomos Starter Kit | $3,575 [20] | $4,965 ($2,925 one-time + $2,040 annually) [21] |
Panama fits founders who want no tax on income earned outside the country and are fine with a three-director board; Hong Kong fits those who want a one-director company with a local secretary.
Bearer shares survive in Panama only under the custody regime of Law 47 of 2013: certificates must be deposited with an authorised custodian, who identifies the owner [9]. It is not a route to anonymity. In 2026 Cabinet authorised a bill to amend Law 32; officials described it in February as an express ban on issuing bearer shares and in April as "ordering" the rules, and in April it had not yet been filed [10][11][12]. We could not confirm it has passed, so check the current position before relying on bearer shares.
Law 526 of 2026 (28 May 2026) covers Panamanian entities that belong to a multinational group and receive foreign-source passive income: dividends, interest, royalties, capital gains and similar. Entities that fail the substance test pay 15% on it, pure holding entities face a reduced test, and implementing regulations are due within 90 days [5][6]. A law firm summary reads standalone entities with no related entity abroad as out of scope; confirm your own structure with counsel [6].
The pact, which is registered at the Public Registry, names the directors, so nominee directors are the usual answer [1][2]. Shareholders aren't on the public registry, but the resident agent files beneficial-owner data to the private register under Law 129 of 2020, accessible to competent authorities but not the public [2][7][8].
The Tasa Única is US$300 a year, due 15 July or 15 January depending on your registration half-year. Late payment adds B/.50, and after three unpaid years the company is suspended and reinstatement costs a B/.1,000 fine plus B/.25 [13]. Accounting records must be kept for at least five years, at the agent's office or elsewhere with the custodian's details given to the agent [15]. Depending on the entity's profile, it delivers a sworn statement or financial statements to the agent each year [16]. The resident agent files an annual sworn declaration on accounting records with the tax authority [14].
What Otonomos charges to set one up.
| STARTER KIT (REQUIRED BASE) | |
|---|---|
| Due Diligence (annual) | included |
| Incorporation (one-time) | included |
| Franchise Tax (annual) | included |
| Corporate Secretary (annual) | included |
| Registered Agent and Local Address (annual) | included |
| Total | $3,575 |
| PACKAGES | |
|---|---|
| International sale of digital goods - Panama (fiat bank account opening in Panama) | $4,500 |
| Panama Residency Package (Full Apostille KYC/AML Kit, Panama Residency, guidance, fiat bank account in Panama) | $10,000 |
| Anonymized Crypto Holding Company (3 Panama Nominee Directors, Nominee Shareholder, crypto exchange account opening, fiat bank account in Panama) | $15,060 |
| POPULAR ADD-ONS | |
|---|---|
| 2 Panama Nominee Directors (annual) | $1,920 |
| 3 Panama Nominee Directors (annual) | $3,360 |
| Local Physical Director (annual) | $2,100 |
| Nominee Shareholder (annual) | $6,000 |
| Issuance and custody of bearer shares (one-time) | $800 |
| Full Apostille KYC/AML Kit | $2,000 |
| Annual Return (annual) | $250 |
| Fiat bank account in Panama | $4,500 |
| Crypto Exchange Account Opening | $1,200 |
| Panama Residency | $1,500 |
| Cross-jurisdictional guidance & structuring advice | $2,000 |
The order page has the live pricing, add-ons and checkout. This page was just the homework.
No. Panama sets no nationality or residency requirement for shareholders, directors or officers. The one local requirement is the resident agent, who must be a licensed Panamanian lawyer or firm.
Only partly. Shareholder names aren't on the Public Registry, but the pact naming the directors is, and the resident agent reports beneficial owners to a private register that authorities can access. Banks will also run their own KYC.
Under Law 47 of 2013 they are legal only if deposited with an authorised custodian, and a 2026 reform of Law 32 aimed at bearer shares has been announced. We couldn't confirm it has passed, so check the current position before relying on them.
Not exactly. Panama taxes income sourced in Panama and generally not income earned outside it. From fiscal year 2027, entities in multinational groups that earn foreign passive income have to meet economic substance conditions or pay 15% on it.