Comparative: Operating and Non-Operating Public Limited Companies 

In Panama, the incorporation of Public Limited Companies (P.L.C.s) is a popular option for both locally operating businesses and those conducting international trade. However, it is crucial to understand the differences between operating and non-operating P.L.C.s, as these distinctions have significant tax and legal implications.

At Panamá Legal Lab, we recognize the importance of choosing the right legal structure for your business and how this decision can affect your operations both within and outside Panama. This article highlights the key differences between these two types of corporations, offering a clear and concise guide to help you make informed and strategic decisions aligned with your business goals.

Characteristics of Operating Public Limited Companies in Panama

A Public Limited Company (P.L.C.) is considered operating in Panama if it meets any of the following criteria:

• Maintains commercial offices within Panamanian territory.

• Holds a valid commercial operation notice, confirming its registration with local authorities.

• Provides services in or from Panama, whether to local or international clients.

• Sells products in or from Panama, either wholesale or retail.

• Distributes goods within the country or issues invoices to individuals or companies using them as tax-deductible expenses.
  
  

Companies meeting these criteria are subject to the following tax and legal obligations:

• Annual franchise tax: USD 300.00.

• Income tax: 20% on net profits.

• Value Added Tax (VAT): applicable if annual revenue exceeds USD 35,000.00.

• Municipal and sector-specific taxes, depending on the business activity.

These obligations ensure legal compliance and promote sustainable and reputable business operations in Panama.

Characteristics of Non-Operating Public Limited Companies in Panama

Conversely, a P.L.C. is considered non-operating if it does not provide services within or from Panama, even if payments are received through Panamanian bank accounts.

Other characteristics include:

• Issuing invoices for sales of goods or merchandise whose final destination is outside Panama, regardless of payment location.

• Issuing invoices to individuals or entities based abroad.

Non-operating companies are required only to:

• Pay an annual franchise tax of USD 300.00.

They are not subject to:

• Income tax.

• Value Added Tax (VAT).

However, they must maintain private accounting records prepared by a certified public accountant, which may be kept in Panama or abroad.

Why Understanding These Distinctions Matters

Understanding the differences between operating and non-operating P.L.C.s is essential to ensure full legal and tax compliance. Each structure carries different responsibilities and advantages, making it vital to select the one best suited to your business objectives.

At Panamá Legal Lab, our experienced team is ready to guide you through every step, ensuring your company is properly incorporated and compliant under Panamanian law. Whether your company operates domestically or internationally, we provide comprehensive legal solutions designed to help your business thrive.

Don’t leave your company’s future to chance. Consult Panamá Legal Lab for personalized legal guidance and ensure your Public Limited Company meets all applicable Panamanian regulations.