Panamanian legal entities operating outside of Panama must submit annual financial reports by 30 April 2026. They must also confirm the physical address where their accounting records are kept.
- Panamanian companies operating outside of Panama must submit a financial report to their resident agent by 30 April 2026.
- Dormant companies with no income or assets must submit a certification of no-operation to their resident agent by 30 April 2026.
- These requirements do not apply to domestic Panamanian taxpaying entities or certain other exempt categories.
- Companies must maintain accounting records at the resident agent's office or at another location disclosed to the agent.
- Failure to comply with reporting and record-keeping requirements may result in fines and other restrictions.
Reporting Obligations for Panamanian Entities
Pursuant to Executive Decree No. 177 of 30 December 2024, enacted under Law No. 52 of 27 October 2016, all Panamanian corporations and private interest foundations that:
- Do not carry out operations within the territory of the Republic of Panama, or
- Exclusively hold assets located within or outside of Panama,
are required to submit the corresponding reporting forms to their resident agent in Panama on an annual basis. The deadline for filing such reports is 30 April 2026.
The specific reporting form depends on the entity’s level of economic activity and the nationality of its ultimate beneficial owners (UBOs).
| Category of Legal Entity | Documents to be Submitted to the resident agent |
|---|---|
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Legal Entities that:
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Legal Entities that:
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An Affidavit confirming that the legal entity:
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Legal Entities (regardless of UBO nationality) that carry out no activity and hold no income or assets, either in Panama or abroad. |
Certification of No-Operation stating that the legal entity:
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The Financial Report, Affidavit, or Certification of No-Operation must be signed by a member of the Board of Directors (for a Foundation – a member of the Foundation Council), by the Beneficial Owner, or by their duly authorized representative.
What does the financial reporting include?
Companies in Panama that hold assets or generate income outside of Panama must annually submit a document reflecting their financial performance to their resident agent.
This may be either standard Financial Statements or, in most cases, a brief Financial Situation Report. The form for such a report is typically provided by the resident agent and includes data on the company’s assets, liabilities, equity, and income for the preceding financial period. This report does not require an audit.
Entities Exempt from Reporting
The aforementioned requirements do not apply to legal entities that:
- Are taxpayers within the Republic of Panama (i.e., those generating taxable local income);
- Have shares listed on a recognized local and/or international stock exchange;
- Are owned by the State or an international organization;
- Are owners or charterers of vessels registered exclusively within the International Merchant Marine Service of the Republic of Panama.
Confirmation of the Physical Address of Accounting Records
A separate obligation for Panamanian entities is to provide their resident agent with confirmation of the physical address where accounting records and supporting documentation (contracts, invoices, receipts, etc.) are kept.
As a reminder, the law mandates that Panamanian entities carrying out operations outside of Panama must maintain and store their accounting records and supporting documentation for a minimum of five years. These records may be kept at the office of their resident agent in Panama or at any other location outside of Panama as determined by the company’s governing bodies.
If the company maintains its financial documentation outside the office of its resident agent in Panama, it must provide the resident agent with:
- The physical address where the accounting records and supporting documentation are kept;
- The name and contact information of the person in charge of their custody.
In the event of any change to the address or the person in charge of custody, the company must inform the resident agent within fifteen business days.
Consequences of Non-Compliance
Failure to provide the resident agent with the required documents and information may result in the following sanctions against the entity:
- Financial penalties ranging from 5,000 to 1,000,000 USD;
- Suspension of corporate rights (preventing the entity from conducting business or legal actions);
- Restrictions on the registration of documents in the Public Registry or the issuance of Certificates by the Public Registry.
A resident agent who does not receive the required documentation from an entity under their administration is legally obligated to notify the competent authorities.
Our Recommendations
- Financial Reporting Deadline: If your Panamanian company holds assets and/or generates income, you must submit a Financial Situation Report to your resident agent no later than 30 April 2026.
- Preparation: We recommend preparing this report in the format suggested by the resident agent to ensure all required financial data is captured accurately.
- Dormant Companies: If a company had no activity, income, or assets during the preceding year, a formal written Certification of No-Operation to your resident agent is sufficient.
- Accounting Records: You must ensure the resident agent knows the current address where your company’s accounting records are kept, as well as updated contact information for the custodian of those records. This ensures the agent can fulfill documentation requests from regulatory authorities promptly.
- Professional Guidance: If you are uncertain about your company’s specific obligations, please consult your resident agent in Panama or a professional intermediary to ensure all reports are filed accurately and on time.
