Panama Post-Incorporation Checklist: Resident Agent Duties, Registers & Banking Preparation

Incorporating a company in Panama—most commonly as a Sociedad Anónima (S.A.)—is only the starting point. Many international founders face delays, compliance exposure, or banking rejections not because the incorporation was incorrect, but because post-incorporation obligations were misunderstood or overlooked.

This Panama post-incorporation checklist explains what must be completed after incorporation, with a specific focus on:

• Resident Agent obligations

• Beneficial ownership and statutory registers

• Accounting record requirements

• Banking preparation and KYC readiness

It is written for foreign founders, holding companies, investment structures, and compliance teams seeking accurate, jurisdiction-specific guidance.

Why Post-Incorporation Compliance Matters in Panama?

Panama remains attractive due to territorial taxation and flexible corporate law. However, compliance is actively enforced through:

• Resident Agent oversight

• Beneficial owner reporting systems

• Accounting record requirements

• Bank-driven AML/KYC reviews

Ignoring post-incorporation steps can result in:

• Loss of good standing

• Resident Agent resignation

• Inability to open or maintain bank accounts

• Administrative penalties or registry blocks

1. Resident Agent: Mandatory and Ongoing

Every Panama corporation must appoint and continuously maintain a licensed Resident Agent (a Panamanian lawyer or law firm). The Resident Agent is not symbolic—this role is legally embedded in Panama’s corporate system.

Core Resident Agent Duties

After incorporation, the Resident Agent is responsible for:

• Maintaining due diligence (KYC) records on shareholders, directors, and beneficial owners

• Acting as the compliance contact point with Panamanian authorities

• Holding constitutional and statutory corporate documents

• Supporting certifications, registry filings, and compliance confirmations

Failure to maintain updated information may lead the Resident Agent to suspend services or resign, which can immediately disrupt banking and legal operations.

2. Beneficial Owner Registry (RUBF): A Critical Update Many Miss

Panama established a Private and Unique Beneficial Ownership Registry under Law 129 of 2020, regulated by Executive Decree No. 13 of 2022. The system is administered through the Superintendence of Non-Financial Subjects (SSNF).

Official reference (government authority): https://www.ssnf.gob.pa

What This Means in Practice

• Beneficial owner information is not public, but it must be accurately maintained through the Resident Agent

• Authorities may access the data through lawful procedures

• Changes in ownership or control must be updated promptly

Post-incorporation action: Confirm that beneficial ownership data, ownership charts, and control explanations are complete and internally consistent before initiating any banking process.

3. Accounting Records: A Legal Requirement (Even for Offshore Activity)

Panama law requires all legal entities to maintain accounting records and supporting documentation, regardless of whether income is generated inside or outside Panama.

Key Compliance Points

• Accounting records must reflect the company’s transactions and financial position

• Records may be kept inside or outside Panama

• If records are kept outside Panama, the Resident Agent must be notified in writing of the location and custodian

This requirement is frequently reviewed during bank onboarding and KYC refresh cycles.

4. Statutory Registers and Internal Corporate Records

Although not all registers are publicly filed, Panama companies must maintain a complete and up-to-date internal corporate file.

Essential Registers and Documents

• Share register (issuance and transfers)

• Director and officer register

• Board and shareholder resolutions

• Certified Articles of Incorporation and amendments

• Ownership and control structure chart

Banks and counterparties expect these records to align precisely with KYC submissions and beneficial ownership disclosures.

5. Bearer Shares (If Applicable)

Bearer shares are strictly regulated in Panama. Under Law 47 of 2013, bearer shares must be immobilized and held by an authorized custodian.

If bearer shares exist:

• Custody arrangements must be documented

• Non-compliance renders the shares unenforceable

• Banks typically apply enhanced scrutiny or outright rejection

6. Annual Government Fee (Tasa Única) and Good Standing

Panama companies are subject to an annual franchise tax (Tasa Única) of USD 300.

Official reference (Panama tax authority – Dirección General de Ingresos)

Why This Matters

• Non-payment can result in penalties and registry consequences

• Banks frequently request proof of good standing and tax compliance

Best practice: calendar the annual payment and retain proof in your compliance file.

7. Banking Preparation: What Banks Actually Review

Opening a bank account for a Panama company—locally or internationally—is a separate compliance process, driven by AML/KYC standards.

Common Banking Requirements

• Certified corporate documents

• Board resolution authorizing account opening and signatories

• Identification and proof of address for directors, signatories, and beneficial owners

• Business activity explanation and transaction flow

• Source of funds documentation

• Accounting record location confirmation

Many banks also require confirmations or supporting letters coordinated through the Resident Agent.

8. Ongoing Compliance Best Practices

To keep your Panama company operational and bankable:

• Update the Resident Agent immediately upon ownership or management changes

• Keep beneficial owner data current

• Maintain accounting records and location notices

• Monitor annual government fees and good standing

• Respond promptly to bank and compliance reviews

Panama companies are not maintenance-free structures.

How Mirr Asia Business Advisory Helps

Mirr Asia supports Panama companies beyond incorporation by coordinating with licensed local professionals and helping clients prepare and maintain the corporate, beneficial ownership, and KYC documentation needed for ongoing compliance and banking onboarding.

Our focus is ensuring your Panama entity remains compliant, defensible, and bankable under international scrutiny.

Final Note

Panama remains a powerful jurisdiction when properly maintained. The real risk lies not in incorporation—but in neglecting post-incorporation compliance.

Frequently Asked Questions (FAQs)

1. Is a Resident Agent mandatory for every Panama company?

Yes. Every Panama corporation must appoint and maintain a licensed Resident Agent at all times.

2. Is beneficial ownership information public in Panama?

No. Beneficial ownership data is stored in a private registry and is accessible only to competent authorities through lawful procedures.

3. Do Panama companies need accounting records even with no Panama income?

Yes. Accounting records must be maintained regardless of where income is generated.

4. Can a Panama company open a bank account outside Panama?

Yes. Panama companies may open bank accounts locally or internationally, subject to bank-specific AML/KYC requirements.

5. What happens if post-incorporation obligations are ignored?

Non-compliance can lead to Resident Agent resignation, loss of good standing, banking restrictions, or administrative penalties.