Private Interest Foundation in Panama: 2025 Legal Guide for Families, Businesses, and Asset Protection

In this clear, up-to-date guide we cover the key features, legal advantages, governance roles (Founder, Council, and Protector), limitations, compliance, and the steps to establish a private interest foundation in Panama. The goal is to help international investors, families, and businesses—especially in the United States—evaluate whether this structure fits their asset protection and succession planning strategy.

Author: AG Legal Panama • Reviewed by: Corporate & Wealth Planning Team • Updated: Aug 25, 2025

What is a Panama Private Interest Foundation?

A Private Interest Foundation is a civil law structure created by a foundation charter for asset management and planning. It is not a commercial corporation nor an Anglo-American trust, though it shares certain wealth planning goals. The design enables legal segregation between the foundation’s assets and the personal assets of the founder and beneficiaries, so the foundation’s assets do not respond to personal liabilities of the founder or beneficiaries.

Benefits and common uses

• Asset segregation: foundation assets constitute a separate estate from the founder/beneficiaries.
• Succession planning: designate beneficiaries and distribution rules (letters of wishes, bylaws, guidelines).
• Flexible governance: a Foundation Council with generally at least three adult members; one or more Protectors may be appointed.
• Multi-jurisdiction reach: may hold assets in different jurisdictions and own equity in companies.
• Confidentiality & purpose focus: not intended for direct commercial profit; prioritizes long-term wealth goals.

Legal framework: asset segregation and limits

For legal purposes, the foundation’s assets form a separate estate. Generally, they cannot be subject to attachment, garnishment, or precautionary measures for personal debts of the founder or beneficiaries; however, they can respond for the foundation’s own obligations, for damages arising from the execution of its purposes, or to satisfy legitimate rights of beneficiaries.

Foundations are not used for direct commercial activities. They may, however, hold interests in companies that carry out business operations. They are subject to the Republic of Panama’s AML/CFT and FPADM compliance framework.

Who can establish it and with what initial assets?

One or more natural or legal persons may establish a foundation—directly or through representatives—while complying with legal formalities. An initial endowment (affected to the purposes of the charter) is required. The initial estate may be increased over time by the founder or by third parties. (Specific amounts and formalities should be confirmed on a case-by-case basis.)

Governance: Founder, Council, and Protector

• Founder: the individual or company that creates the foundation and makes the initial contribution.
• Foundation Council: responsible for administration; as a general rule, at least three adult members. A company may act as founder and as the sole member of the Council (corporate model).
• Protector(s): supervises and may intervene in Council actions; can be granted voting rights over certain decisions.
• Beneficiaries: those who may receive benefits under the foundation’s purposes and rules.
• Key documents: Foundation Charter and, if desired, Bylaws / letter of wishes with private instructions.

Compliance and transparency (AML/CFT – FPADM)

Private interest foundations fall within Panama’s AML/CFT and FPADM framework. Appropriate due diligence, ultimate beneficial owner verification, and any periodic obligations must be addressed. Local legal advice is essential to define processes and supporting documentation.

Permitted and prohibited activities

• Permitted: wealth administration; holding shares/interests in companies; investments; donations and philanthropic aims.
• Not permitted (directly): commercial operations for profit. For operating businesses, the foundation may own a separate operating company.

Quick comparison: foundation vs. trust vs. corporation

• Private Interest Foundation (civil law): assets affected to purposes; asset segregation; Council/Protector governance; succession and administration focus.
• Trust (common law): fiduciary separation; a trustee with fiduciary duties; widespread in common law jurisdictions.
• Corporation: created for commercial profit; not designed for estate planning (limited liability rules apply, but purpose differs).

How to set up a Private Interest Foundation in Panama (step by step)

1. Define purposes and beneficiaries: wealth objectives, distribution rules, and governance guidelines.
2. Choose name and Founder(s): individual(s) or company; appoint the Foundation Council (or a company) and Protector(s) if applicable.
3. Draft the charter and, where appropriate, the Bylaws / letter of wishes.
4. Provide the initial endowment allocated to the foundation’s purposes (future increases are possible).
5. Registered agent and filings with the relevant authorities.
6. Compliance: set up due diligence processes, UBO verification, and supporting documentation.
7. Governance & controls: Council protocols, Protector’s powers, and internal records.

Frequently asked questions

Do foundation assets respond for the founder’s or beneficiaries’ personal debts?

Generally, no. The foundation estate is separate and does not respond to their personal liabilities.

Can the foundation carry out commercial activities?

Not directly. It may, however, hold shares in companies that perform the commercial activity.

Who manages the foundation?

The Foundation Council (generally at least three adult members). A Protector may be appointed with supervisory powers and, in some cases, voting rights.

Who can establish it?

One or more natural or legal persons, directly or through representatives, subject to legal formalities.

Is it subject to AML/CFT?

Yes. Appropriate due diligence and applicable obligations under Panama’s AML/CFT and FPADM framework must be observed.

Speak with our lawyers in Panama

Want to determine whether a Panama Private Interest Foundation fits your family or business planning? Our team offers end-to-end advice.

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📌 Company Name in Costa Rica: What Changed in 2025?

Registering a company name in Costa Rica is no longer mandatory when incorporating a Sociedad Anónima (S.A.) or a Sociedad de Responsabilidad Limitada (S.R.L.).

Law no. 10729 is applicable as of 30 May 2025, which has already been published.

This reform modifies the Commercial Code of Costa Rica. Instead of a name, the National Registry assigns a unique corporate identification number (cédula jurídica) as the official identifier.

✅ Why Was the Company Name Requirement Removed?

The company name in Costa Rica had become a formal step with limited value due to frequent name duplication, delays, and higher registration costs. Law 10729 was introduced to simplify the process and eliminate unnecessary steps.

🔄 Company Name in Costa Rica: Before vs. After the Reform

Now, instead of the name of your company, you must register your commercial name that works as a trademark, which is the correct way to protect your intellectual property before third parties, a process in which AG Legal has a specialised department.

📄 Can You Still Use a Company Name in Costa Rica?

Yes. Even though it’s not required, you can register a commercial name (nombre comercial) through the Intellectual Property Registry to protect your business identity legally and commercially.

Benefits of registering a commercial name:

• Protects your brand in the market
• Prevents third-party use of similar names
• Improves customer trust and recognition
• Enables legal enforcement of name rights

📰 Is Edict Publication Still Required?

No. According to Article 92 of the National Registry Regulation, when using a corporate ID number instead of a company name, no edict publication is required in La Gaceta.

⚠ Who Still Needs a Company Name?

• Entities regulated by special laws (e.g., banks, financial institutions)
• Foreign branches (Articles 226–233 of the Commercial Code)

📂 What About Companies Already in Process?

Companies with documents signed before May 30, 2025, may continue using the traditional format including a company name, until registration is finalized.

🖥 Updates to Online Platforms

Platforms such as Trámite Ya and CrearEmpresa are expected to update their systems. Check whether these forms still request a company name before submitting.

💬 Official Publication in La Gaceta Law 10729

Here is the official publication of Law 10729, see its scope of the day: Official Publication

🛡 Recommendations for Business Owners

• Register a commercial name with the Intellectual Property Registry
• Use “S.A.” or “S.R.L.” in all legal documents
• Verify if your sector requires a company name by law
• Avoid unnecessary publication costs in La Gaceta

🤝 Need Help Navigating the Reform?

At AG Legal, we guide local and international clients through:

• Incorporating businesses under Law 10729
• Registering commercial names and trademarks
• Corporate compliance and legal due diligence

📬 Mandatory Email Registration for Corporate Entities in Costa Rica (Law No. 10.597)

Starting June 4, 2025, Costa Rica will require email registration for companies as a mandatory legal step under Law No. 10.597. This reform obligates all legal entities—new or existing—to register an official email address with the National Registry for receiving legal and administrative notifications.

This measure, supported by Directive DPJ-002-2025 and published in La Gaceta No. 98 on May 30, 2025, is a critical shift toward digitalization and corporate compliance in Costa Rica.

📌 Why Email Registration for Companies Matters

This new regulation is part of Costa Rica’s strategy to modernize its corporate legal framework. By making email registration for companies a legal requirement, the country aims to streamline judicial and administrative communications, reduce delays, and eliminate outdated notification methods.

You can access the Law in this link: Official Law 10597

✅ New Company Formation: Email Required Immediately

All companies incorporated after June 4, 2025 must include a valid email address in their articles of incorporation. Omitting this requirement will result in a registration rejection by the National Registry.

🚫 Email omission = registration error

If the official email is not included in the incorporation documents, the process will be legally invalid until corrected.

🕒 Existing Companies: One-Year to Comply

Companies already registered have until June 4, 2026 to complete their email registration. This must be done through:

• A public deed executed by the legal representative or general attorney
• The protocolization of a shareholders’ meeting resolution

📰 Mandatory Gazette Publication

Since this update modifies the corporate charter, an official notice must be published in La Gaceta.

At AG Legal we help you with this official publication.

💼 Key Legal Changes in Law 10.597

• Email registration for companies becomes a binding legal requirement
• The resident agent role is eliminated (its inclusion will be considered a registration defect)
• Email address must be stored exactly as stated in the legal document

💰 Exemptions from Fees

If the only change being filed is email registration, no stamp duties or registration fees will apply. However, if additional amendments are included, regular costs will be assessed.

🛡️ Responsibilities of Companies and Legal Representatives

• Ensure the email is valid, active, and accessible
• Verify the spelling and format before filing
• Clearly declare in the deed that the email will be used for official notifications
• Handle future changes through proper legal channels

❗ What Happens If You Fail to Register?

As of June 5, 2026, companies that have not completed their email registration will be unable to process any further filings. All requests will be rejected until the registration is corrected.

📋 Best Practices for Compliant Email Registration

• ✔ Double-check that the email address is spelled correctly
• ✔ Confirm the email is monitored regularly by authorized personnel
• ✔ State explicitly in legal documentation that the email is for notifications under Law 10.597
• ✔ Update promptly if the email changes in the future

If you need more information about the type of companies in Costa Rica, you can find it here: Companies in Costa Rica

🚀 Moving Toward Digital Compliance in Costa Rica

Email registration for companies is more than just a new requirement—it’s part of Costa Rica’s evolution toward digital efficiency in corporate governance. It enables faster, traceable, and secure communications between businesses and public authorities.

🤝 How AG Legal Can Help

At AG Legal, we guide local and international companies through:

• Email registration under Law 10.597
• Compliance with Costa Rica’s corporate regulations
• Business formation, restructuring, and legal updates

Is It Possible to Get a Gambling License in Costa Rica? Legal Framework & Offshore Setup (2025 Guide)

Author: Gonzalo Gutiérrez — AG Legal. • Last reviewed: 21 Aug 2025

Costa Rica Legal Framework (Law 9050)

No federal–state split

Costa Rica has a unified legal system—unlike the U.S.—which simplifies operating under consistent national regulations.

Is online gambling legal in Costa Rica?

Yes, but with restrictions.

Law 9050 applies to data‑processing and call‑center operations inside Costa Rica related to betting data handling. It does not directly regulate offshore operators that serve only foreign users. For reference, see the official compendium (Spanish): PGR Web.

What Is a “Linking Company”?

“Linking companies” process betting data but do not conduct bets. Typical legal requirements include:

• Obtaining a municipal data‑processing license
• Being subject to a tiered tax regime under Law 9050
• Processing gambling data within Costa Rica

Enforcement of Law 9050 in this context can be ambiguous; tailored legal guidance is critical.

Opening a Corporate Bank Account

Taxation for Online Gaming Companies

Only Costa Rican‑sourced income is taxed. Offshore gains are generally exempt from VAT and income tax.

Special Tax (Law 9050)

One base salary ≈ US$900/month (approx.).

Basic Tax Obligations

• Annual corporate tax return
• Ultimate Beneficial Owner declaration
• Yearly tax information filing

Licensing & Compliance Scope

No formal gambling license is required in Costa Rica for strictly offshore operators when:

• No bets are placed inside Costa Rica
• Operations remain outside the Social Protection Board’s scope

AML Boundaries (Law 8204)

Law 8204 targets banks, casinos, and certain financial entities. Strictly offshore companies (no local gambling activity) are typically outside its main obligations. For legal text (Spanish), see PGR Web.

Judicial Precedents

How to Start an Offshore Gambling Company (Step‑by‑Step)

1. Incorporate via public notary and the National Registry. See incentives context.
2. Register with the tax authority (ATV) and secure a compliant corporate address.
3. Fulfil yearly obligations:
   • Legal entity tax
   • Ultimate Beneficial Owner (UBO) filing
   • Annual tax return and information returns
4. Set up banking with accurate business classifications (avoid misleading activity labels).
5. Document processes and compliance (KYC vendors, payment flows, data processing).

Costa Rica iGaming: Legal & Safe

• No local gambling license for strictly offshore models
• Law 9050 applies to local data‑processing, not to offshore activity
• Offshore gains are generally exempt from local taxes
• Stable, cost‑effective regime for international operators

Frequently Asked Questions

Is online gambling legal in Costa Rica?

Yes—if you operate exclusively offshore.

Do I need a gambling license?

No—only a municipal data‑processing license if you have local operations handling betting data.

Are online gambling revenues taxed?

Only Costa Rican‑sourced income is taxed. Offshore income is generally exempt.

Is AML compliance required?

Only when you fall under Law 8204 scopes (e.g., local casinos/financial entities).

Talk to Our Costa Rica iGaming Lawyers