Accounting Records Panama 2026: the annual obligation 80% of SAs ignore

Accounting Records Panama 2026: the annual obligation 80% of SAs ignore

On May 19, 2026, at 9 AM, my sister gets an email from Kraemer & Kraemer, our Panama City law firm. Three attachments: an Accounting Records Form, a Financial Statement Form, and a Corporate Dormancy and No Asset Declaration. Discreet deadline, forms in English and Spanish. None of these names appear in the 200-page official guide we’d compiled before incorporating the SA. What we discover: Panama has an annual accounting obligation separate from the Renta tax return, filed with the Resident Agent and not the DGI, applicable to all SAs — including dormant ones — and whose forgetting triggers fines up to USD 5,000 with forced dissolution at the end of the line.

The Accounting Records obligation applies to 100% of Panamanian SAs, even dormant ones. To maintain and preserve 5 years. Source: Unsplash.

The essentials in 30 seconds

• Accounting Records (registros contables) are an annual obligation imposed by Law 52 of 2016, strengthened by Law 254 of 2021.
• Applies to all Panamanian SAs, whether active or dormant.
• Filed with the Resident Agent (your law firm), not the DGI.
• Three possible forms depending on status: Dormancy Declaration (SA without activity), Accounting Records Form + Financial Statement Form (active SA).
• Typical deadline: before July 31 of the year following the fiscal year (exact calendar announced by the Resident Agent).
• Sanctions: fines of USD 1,000 to 5,000, suspension of Resident Agent service, forced dissolution in case of recurrence.
• Cost integrated into standard Resident Agent fees (USD 350–650/year at Kraemer & Kraemer).

Table of contents

1. Why this obligation exists
2. Accounting Records vs DGI Renta
3. Dormant SA case
4. Active SA case
5. Who can sign
6. Deadlines and sanctions
7. Real cost
8. FAQ

1. Why this obligation exists

To understand why this obligation is so little known to English-speaking expats, we need to revisit the post-Panama Papers context (2016). Under OECD and European Union pressure, Panama had to tighten its tax transparency framework to exit the blacklists.

Law 52 of October 27, 2016 introduces the obligation, for all Panamanian companies, to keep accounting records — including companies without local activity. It’s a break with the historic Panamanian regime where an SA could remain totally opaque as long as it didn’t trigger local operations.

Law 254 of November 11, 2021 strengthens the framework: it adds the obligation of annual registry filing with the Resident Agent, extends the sanctions, and creates a simplified declaration for dormant companies (the famous Corporate Dormancy and No Asset Declaration).

Why do most foreign founders miss this? Because most English guides (International Living, Live and Invest Overseas) date from before 2021 and continue to describe Panama with its old “quiet offshore” regime. And because Panamanian law firms — which are the only ones receiving the annual reminder — have no commercial interest in publicly publishing this information: it’s part of their paid value-add.

2. Accounting Records vs DGI Renta — don't confuse them

The most frequent mistake is to think that the Accounting Records and the Renta tax return are the same thing. They are two parallel and independent obligations.

Critical point: the figures in the Financial Statement Form must be consistent with those of your DGI Renta. Any divergence is a red flag in case of audit. Prepare both in series with your contador: Renta in March, Financial Statement in April-May with the same figures.

3. Case #1 — your SA is dormant (simple route)

If your SA had no economic activity during the fiscal year — no revenue, no sale, no contract, and ideally no operation on a bank account — it can benefit from the simplified dormancy regime.

You then have a single form to sign: the Corporate Dormancy and No Asset Declaration. It’s a sworn declaration attesting that the company had, over the fiscal year concerned, neither economic activity nor assets. No financial statements to produce, no detailed balance sheet. The signature engages the signer’s liability in case of false declaration.

Our exact case in May 2026: LAS FUNDADORAS HERMANAS S.A. remained dormant in 2025 (the SA was incorporated late 2025, the Inside Panama site generated zero revenue for the fiscal year). We therefore filed a Dormancy Declaration for 2025. For 2026, the status will switch to “active SA” as soon as the first AdSense or affiliate revenue comes in — which changes the entire reporting regime.

Beware of the “zero asset” criterion: a bank account opened with a balance, even minimal, can be enough to requalify the company as active in the administration’s eyes. If your SA holds a Tower Bank account with USD 500 on it, have the dormant qualification validated in writing by your contador before signing the Dormancy Declaration.

4. Case #2 — your SA is active (two forms)

As soon as there’s activity — AdSense revenue, affiliate commissions, Gumroad sales, consulting, signed contracts, operational bank account with movements — the SA is considered active and two separate documents become mandatory.

4.1 Accounting Records Form (Formulario de Registros Contables)

This first form does not contain the accounting figures. It attests to the existence and physical location of the records: where your accounting books, invoices, Tower Bank statements, and client contracts are stored. The form also asks who the contador in charge is and their CCPAP number (Colegio de Contadores Públicos Autorizados de Panamá).

The idea: if the administration wants to audit, it must know where to look. Mandatory preservation of 5 years minimum. Cloud storage accepted, but the form must indicate the server or platform used.

4.2 Financial Statement Form (Estado Financiero)

The second form contains the figures: synthetic summary of the fiscal year’s financial statements. Total assets, total liabilities, equity, revenues, expenses, profit. It’s typically one page, not a detailed balance sheet — but the figures must be consistent with the Renta filed with the DGI.

5. Who can sign? The junta directiva point

All Accounting Records forms carry a key mention: “duly authorized by the Board of Directors to complete this Financial Statement for and on behalf of the entity”. The signer must be duly authorized by the board of directors.

Standard case: the form is signed by a member of the junta directiva (president, secretary, or treasurer).

Special case — our situation: my sister and I are co-shareholders of LAS FUNDADORAS HERMANAS S.A., but we don’t appear as directors. The nominal directors are provided by the firm (a common practice for Panamanian SAs incorporated by foreigners in the process of obtaining the Friendly Nations Visa).

My sister sent a written clarification request to the firm on May 18, 2026:

I observe that the declaration indicates that the signer must be “duly authorized by the Board of Directors”. My sister and I are co-shareholders of the company, but we don’t appear as directors. Could you confirm whether I am authorized to complete and sign this document, or if it must be signed by the corresponding directors?

The response from Nicole Hepburn, Compliance Assistant at Kraemer & Kraemer, arrived in less than 24 hours:

Correct, this refers to the board of directors granting you the power to sign, so the document can be signed by you.

Concrete translation: a non-director shareholder can validly sign if the junta directiva delegates this power. This is very often the case when the firm serves as nominal director — it implicitly delegates accounting signature to the real shareholders.

Our recommendation: never sign on this basis without explicit written confirmation from the Resident Agent. An email counts as evidence in case of later audit. Keep the exchange for 5 years minimum (legal duration of record preservation).

6. Concrete deadlines and sanctions

The exact calendar varies from one Resident Agent to another. Our 2025 filing at Kraemer & Kraemer followed this sequence:

Sanctions for non-compliance (combined Law 52 + Law 254 regime):

• Administrative fine of USD 1,000 to 5,000 depending on the delay duration and recurrence
• Resident Agent service suspension (non-operational SA, bank account at risk)
• Forced dissolution in case of repeat offense pronounced by the supervisory authority
• Risk of administrative freezing of the Tower Bank account if the bank receives a default notification

7. How much does it really cost

Good news: at most serious firms, the filing is included in the annual Resident Agent fees. But that assumes two things: that you have an up-to-date Resident Agent contract, and that the fees explicitly cover this service.

Realistic annual budget for a Panamanian SA in 2026:

Mandatory question to ask the Resident Agent when signing the contract: “Do your annual fees cover the preparation and filing of the Accounting Records? If so, for both regimes (dormant and active)? If not, what is the extra cost?”

Some low-end firms bill Accounting Records as an extra (USD 300–500/year), which changes the budget equation and leads to unpleasant surprises in year 2.

8. FAQ

If my SA has never had activity for 5 years, do I still need to file? Yes. The obligation applies each year, even for a totally dormant SA since its creation. The Dormancy Declaration is precisely made for this case. An SA that has never filed risks retroactive regularization with accumulated fines.

What happens if I change Resident Agent during the year? The Resident Agent in place on December 31 of the fiscal year is generally the one who must file. If you change, explicitly negotiate the transfer of the Accounting Records service in the transition contract. Keep in writing who assumes this responsibility.

Does AdSense revenue make my SA “active”? As soon as there’s revenue received on the SA’s bank account, yes — regardless of source. Dormant qualification requires zero economic activity. An SA that earns USD 50 in AdSense in December becomes active for the relevant fiscal year. Have it validated by the contador at the start of the fiscal year.

I’m a US tax resident, do I have additional obligations in the US? Yes, and it’s cumulative. Holding a Panamanian SA as a US tax resident triggers Form 5471 obligations (information return for US persons owning foreign corporations), Form 8938 (Statement of Specified Foreign Financial Assets if thresholds exceeded), and FBAR (FinCEN 114) if the SA’s bank account exceeds USD 10,000 at any point. To handle in parallel with a US tax accountant. The Panama-US tax treaty does not exist — Panama is on the IRS’s enhanced scrutiny list.

Can I fill in the forms myself without a firm? Technically yes, but in practice no. The forms are filed by the Resident Agent — you can’t bypass this circuit. The only possible savings is to fill in the forms correctly upstream to avoid paid back-and-forth with the firm.

What to remember

The Accounting Records are the most poorly documented accounting obligation in post-2021 Panamanian law for foreign founders. Three things to remember absolutely:

1. It’s an annual obligation distinct from the DGI Renta, filed with the Resident Agent
2. It applies to all Panamanian SAs, active or dormant — with a simplified regime for the latter
3. The signature can be made by a non-director shareholder if the junta directiva authorizes it — to be validated in writing with the Resident Agent

The right reflex: an automatic reminder 60 days before the deadline announced by your Resident Agent. This forgotten obligation is one of the three most frequent causes of forced dissolution of SAs held by foreigners in Panama.

Going further: Open a bank account in Panama — Tower Bank setup. Sell online from Panama — what makes an SA “active”. Friendly Nations Visa — your typical SA-coupled visa.

Memo #14 — Accounting Records SA Panama ($19) contains the 3 official forms with filled examples, the exact calendar, the 12 questions to ask the Resident Agent, and the templates of clarification emails tested in May 2026 at Kraemer.