Best Investment & Business Structuring Lawyers in Panama

1. About Investment & Business Structuring Law in Panama

Investment and business structuring in Panama focuses on how foreign and domestic investors create, organize, and manage commercial entities within the Panamanian legal framework. The goal is to optimize governance, liability, tax compliance, and cross-border operations. The legal toolkit includes corporate forms, regulatory compliance, and mechanisms to protect assets and investments.

Panama uses a civil-law tradition with a robust commercial code and a long-standing practice of enabling foreign investment through a predictable regime. The most common corporate vehicle is the Sociedad Anónima (S.A.), used for holding companies, regional headquarters, and international trading structures. Investors frequently combine corporate entities with financial instruments like fiduciary arrangements and bank accounts to support cross-border activity.

Effective governance and compliance depend on clear understanding of the local filing requirements, annual reporting, and immigration options for investors. Local counsel can help align corporate structure with tax planning, anti-money-laundering rules, and regulatory approvals. For those considering residency or visa pathways, a coordinated plan with legal counsel is essential to avoid delays or missteps.

2. Why You May Need a Lawyer

• Forming a Panama SA for cross-border investment: A lawyer can draft the articles of incorporation, bylaws, and board resolutions, and ensure alignment with the Commercial Code and the Law on Sociedades Anónimas. This reduces the risk of governance disputes and ensures proper shareholding structures from day one.
• Restructuring a Panamanian holding company: When consolidating multiple investments, an attorney can optimize share classes, capital increases, and intercompany loans while preserving treaty protections and local compliance.
• Obtaining residency or visa through investment: Immigration lawyers coordinate investment thresholds, source of funds, and the required documentation for residency programs such as investor or employment-based paths, expediting approvals with the Servicio Nacional de Migración.
• Complying with anti-money-laundering and tax transparency rules: A local counsel guides you through KYC, beneficial ownership reporting, and reporting obligations to the Dirección General de Ingresos (DGI) and financial regulators.
• Registering and maintaining regulatory licenses for specific sectors: Sectors such as international trade, logistics or services may require additional permissions or registrations with Panamanian authorities.
• Structuring cross-border transactions and contracts: A attorney can draft or review international supplier agreements, service contracts, and intercompany loan agreements to reduce disputes and ensure enforceability in Panama.

3. Local Laws Overview

The Panamanian framework for investment and business structuring rests on core laws and regulatory regimes that govern corporate forms, foreign investment, and immigration. The following are key pillars frequently referenced by practitioners in Panama.

• Código de Comercio (Commercial Code): Sets out general rules for commercial acts, company formation, and corporate governance. It provides the foundational rules that affect everyday business activities, contracts, and commercial registrations.
• Ley de Sociedades Anónimas (Law on Joint Stock Companies): The primary vehicle for corporate organization in Panama, including share structure, management, fiduciary arrangements, and corporate formalities. This instrument is frequently amended to reflect evolving business needs and compliance standards.
• Régimen de Inversión Extranjera (Foreign Investments Regime): Establishes the regime under which foreign investors may establish, own, and operate Panamanian businesses. It covers protections, guarantees, and incentives available to foreign investors and is supplemented by sector-specific regulations and decrees.

Recent trends in local practice show ongoing alignment of corporate and immigration processes to attract international investment. The government periodically updates admission criteria for investor residency and streamlines procedures for enterprise formation, while preserving robust AML and beneficial ownership standards. For current text and amendments, consult official sources such as the Ministry of Economy and Finance and the National Immigration Service.

Practical note for residents: use local counsel to verify the exact form of the entity, director requirements, and annual filing obligations. For official texts and updates, see the Panamanian government portals linked in the resources section.

Useful references and official portals:

• Ministerio de Economía y Finanzas (MEF) - economic and tax policy
• Servicio Nacional de Migración - residency and investor visa programs
• ProPanama - investment promotion and business facilitation

4. Frequently Asked Questions

What is the basic structure of a Panama investment company?

A Panama investment company is typically formed as a Sociedad Anónima (S.A.) with a board of directors and share capital. The structure supports cross-border ownership and allows for fiduciary or holding arrangements when needed.

What is required to register a new Panama SA with the Public Registry?

You must prepare the articles of incorporation, pay registry fees, and file with the Public Registry through a Panamanian notary. This process includes submitting the bylaws, shareholder information, and director details.

How do I open a Panamanian bank account for my investment entity?

Opening a local bank account requires corporate documents, beneficial ownership information, and the company in good standing. Banks may request a business plan and sources of funds to satisfy KYC and AML standards.

When can I apply for residency through investment in Panama?

Residency options are available through investment programs and immigration routes. A lawyer can assess eligibility, assemble supporting documents, and coordinate with the Servicio Nacional de Migración for processing timelines.

Where should I start when planning cross-border operations from Panama?

Begin with a structural plan that aligns corporate entities, tax considerations, and contract structures. Engage local counsel early to ensure compliance with the Código de Comercio and foreign investment regime.

Why might I need a local director for my Panama company?

Local director requirements help ensure governance compliance and facilitate regulatory filings in Panama. A professional director can also offer practical insight into local business practices and oversight.

Can I use a holding company and a subsidiary in Panama for tax efficiency?

Yes, a holding company can own shares in operating subsidiaries to optimize management and compliance. You should evaluate substance requirements, transfer pricing, and local tax implications with counsel.

Should I engage a Panamanian law firm for regulatory filings?

Engaging a local firm ensures filings with the Public Registry, tax authorities, and sector regulators are accurate and timely. Local counsel understands procedural timelines and document requirements.

Do I need a Panamanian bank account to invest through a local entity?

Having a local bank account is common for local operations and for satisfying AML/KYC obligations. Many providers require evidence of business activity and source of funds.

How long does it typically take to set up a Panama SA?

Formation usually takes 1 to 3 weeks once documents are prepared, subject to government processing times and notary scheduling. Complex structures or regulatory approvals can extend this timeline.

What is the range of typical legal fees for setting up a Panama SA?

Fees vary by firm and complexity, but expect preliminary consultations, document drafting, and registry filings to be in the range of a few thousand to several thousand dollars. Ongoing services incur monthly or annual retainer fees.

Is there a difference between a local Panama company and an offshore structure?

Panama offers robust domestic corporate options with substance requirements and local regulatory oversight. Offshore-like structures are possible but must still comply with Panamanian law and anti-money-laundering standards.

5. Additional Resources

• ProPanama - Official investment promotion agency providing guidance on business setup, incentives, and processes for investors in Panama. https://www.propanama.gob.pa
• Ministerio de Economía y Finanzas (MEF) - Panama's Ministry of Economy and Finance, which administers tax policy, foreign investment incentives, and regulatory framework. https://www.mef.gob.pa
• Servicio Nacional de Migración (SIM) / Migración Panama - Official immigration authority handling investor residency and visa programs. https://www.migracion.gob.pa

6. Next Steps

1. Define your investment objectives and preferred corporate structure in Panama (holding company, operating SA, or mixed structure). Clarify whether residency, tax planning, or trade facilitation are priorities.
2. Gather key documents and engage a Panamanian attorney or law firm with a practice in Investment & Business Structuring. Request proof of bar membership and confirm experience with cross-border structures.
3. Schedule an initial consultation to discuss structure options, timelines, and engagement terms. Ask for a written scope of work and an estimate of fees.
4. Prepare and review draft documents with your counsel, including articles of incorporation, bylaws, and any intercompany agreements. Ensure alignment with AML and beneficial ownership requirements.
5. Submit required registrations with the Public Registry and tax authorities through your lawyer, and plan for any sector-specific licenses or permits.
6. Address immigration considerations if residency or visa is desired, coordinating with the immigration authority and your counsel for documentation and timelines.
7. Confirm fee arrangements, engagement letter, and ongoing compliance plan, including annual filings, financial statements, and tax filings. Establish a communication cadence with your counsel to stay informed on changes.