Resident Agent

The Resident Agent is the attorney or law firm that prepares and files the articles of incorporation of an offshore company or the charter of a Private Interest Foundation. The law requires every corporation in Panama to have a licensed attorney or law firm as resident agent. The resident agent oversees all the necessary registrations in the Public Registry, coordinates the payment of the annual corporate tax, issues the share certificates of the corporation if requested by its real owners, and proceeds with the dissolution of the corporation or Foundation whenever decided by its shareholders or beneficial owners.
The concept of Resident Agent has its origin in section 7 of Article 2 of Law 32 of February 26, 1927, which, as an indispensable requirement for the incorporation of a company, requires that both the name and the domicile of its agent in Panama be registered in the Public Registry, and that said agent be a natural person or a juridical person. However, Executive Decree 809 of October 3, 2014, in its article 5 stipulated that only a lawyer or a law firm licensed to practice law in Panama could be a Resident Agent of a corporation, Limited Liability Company or Private Interest Foundation in Panama. Consequently, a Panamanian corporation cannot be incorporated without the appointment of a Resident Agent domiciled in Panama. The omission of this requirement will suspend in the Public Registry of Panama any registration of documents related to such corporation, qualifying them as defective.

It is important to clarify that the Resident Agent as such does not have any power to bind the corporation nor to contract obligations on its behalf. Its function is limited only to act as a liaison between the client, the competent authorities or interested third parties, without granting any powers of management or representation of the company or as its agent to receive notifications.

In view of the above, the General Revenue Directorate of the Ministry of Economy and Finance, as part of its modernization development process, authorized by Resolution the Resident Agents of corporations, limited liability companies and Private Interest Foundations to register their corporate agreements before said entity, obtaining a taxpayer number (RUC). Once this procedure is completed, the Resident Agent will be able to make, on behalf of the company, any consultation of payments and balances of the current account of the Single Tax, coordinate the payment of its fees, as well as any update on behalf of its clients.

Nowadays, with the entry into force of Law 23 of April 27, 2015 which adopted measures to prevent money laundering, financing of terrorism and the financing of the proliferation of weapons of mass destruction and complementary rules, every resident agent has the obligation to know his client by requesting and consulting documents, data or reliable information of the financial and transactional profile of the client before creating him as a client of his organization and safeguarding this information to comply with the regulations of the Superintendence of Non-Financial Subjects in Panama.

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