What is a Resident Agent in Panama?
A Resident Agent is a natural or legal person, lawyer or law firm licensed to practice in Panama, mandatorily appointed by every corporation (SA) or private foundation in Panama in accordance with Law 32 of 1927 on corporations..
Functions of the Resident Agent
Its main function is to act as the legal representative of the company before the Public Registry of Panama, and to provide a legal address in the country where they can be received:
- Citations or judicial notifications (for lawsuits or legal proceedings).
- Official government communications.
- Requirements of the General Directorate of Revenues (DGI).
- Documentation related to tax reports or updates to the corporate registry.
Why is it mandatory to have a Resident Agent?
According to Panamanian law:
- It is mandatory to have a Resident Agent from the incorporation of the company.
- The absence of this agent for more than 90 days may result in the suspension of the company's corporate rights, preventing it from operating legally..
- The Resident Agent must be included in the Social Pact and in the Public Deeds registered with the Public Registry.
Who can be a Resident Agent?
- An eligible lawyer with an active license from the National Bar Association of Panama.
- A law firm with practicing attorneys.
Key Functions of the Resident Agent
- Act as the official channel to receive legal notices, lawsuits, or requirements from the State.
- Serve as a link between the commercial company and the Public Registry, validating notarial documents and statutory reforms.
- Ensure that the company remains in compliance with current legal regulations.
New functions and obligations regarding compliance and due diligence
With the implementation of recent laws, the Resident Agent has taken on additional responsibilities to strengthen transparency and prevent illicit activities.
1. Identification of the ultimate beneficiary
According to Law 129 of 2020, the Resident Agent must:
- Obtain and keep updated the information of the ultimate beneficial owner of the company.
- Register this information in the Private and Unique System of Final Beneficiaries, managed by the Superintendency of Non-Financial Subjects.
- Update the information within a maximum of 15 business days after any change.
- Obtain and keep updated the information of the ultimate beneficial owner of the company.
2. Customer due diligence
According to Law 23 of 2015, the Resident Agent is obligated to:
- Apply due diligence measures to understand the nature and purpose of the business relationship with the company.
- Verify the identity of clients and ultimate beneficiaries, assessing the associated risk.
- Maintain updated records of the collected information, keeping them for a minimum period of five years.
- Apply due diligence measures to understand the nature and purpose of the business relationship with the company.
3. Maintenance of accounting records
According to Law 254 of 2021, companies must:
- Provide the Resident Agent with copies of your accounting records annually, no later than April 30.
- Inform about the person or entity that holds these records and their physical location.
- Notify any changes in the custody or location of the records immediately.
- Provide the Resident Agent with copies of your accounting records annually, no later than April 30.
4. Annual sworn statement
The Resident Agent must annually submit a sworn declaration to the General Directorate of Revenues (DGI) that includes:
- List of the companies for which it acts as Resident Agent.
- Confirmation that you have the required information about the ultimate beneficiaries and accounting records.
- List of the companies for which it acts as Resident Agent.
This declaration must be submitted no later than June 15 of each year.
5. Mandatory waiver in case of non-compliance
If a company does not comply with the obligations established in the mentioned laws, the Resident Agent is required to resign from their position and notify the Superintendency of Non-Financial Subjects.
