How to Appoint and Remove Officers in a Panamanian Subsidiary

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When appointing and removing a corporate officer of a company in a foreign jurisdiction, it is essential to keep in mind that there are specific regulations that apply to such procedures. In many cases, corporate officers do not have an employment status like the rest of the staff of the foreign company.

Depending on each country, special provisions will apply and will be set out either by the local law or the Bylaws / Articles of Association (or other contractual documentation) of each company. In particular, the compliance with the applicable rules linked to the removal of an officer will allow you to avoid as much as possible any sanctions or any damages due to said officer if wrongfully terminated.

Subsidiarily, we have pointed out whether an officer can freely resign and what happens in case of a wrongful resignation.

This online guide thus aims to highlight the main provisions applicable to appointing and removing a corporate officer in various jurisdictions around the world, as well as the conditions of their resignation, covering the most common forms of companies in each country.

PanamáLast update: 15 de mayo de 2026

Which corporate officers are mandatory in Panamanian companies?

In Panama there are two different types of companies, which are regulated differently in terms of Officers:

“Sociedades Anónimas or S.A.”: The corporate officers that are mandatory are the President, Secretary and Treasurer.
“Limited Responsability Company or S. de R.L.”: S. de R.L. companies are akin to the U.S. Limited Liability Companies (LLC). In S. de R.L. companies, only one (1) officer is mandatory, that being the Administrator.

Beatriz Cabal

How are corporate officers appointed in Panamanian companies?

Directors and officers in Panamanian S.A. are initially appointed through the Articles of Incorporation of the company. After its incorporation, directors and officers are appointed through Minutes of a Meeting of the shareholders of the company, but may also be appointed through Minutes of Meeting of the Board of Directors depending on what is agreed upon on the Articles of Incorporation. The Minutes must be then filed in the Public Registry of Panama to officially appoint the officers.

The Administrator or Administrators of a Panamanian S. de R.L. are initially appointed through the Articles of Incorporation of the company. After its incorporation, Administrators are appointed through Minutes of the Meeting of the Members Assembly, but may also be appointed through Minutes of Meeting of the Administrators depending on what is agreed upon on the Articles of Incorporation of the company. The Minutes must be then filed in the Public Registry of Panama to officially appoint the administrators.

Beatriz Cabal

How can a corporate officer of a Panamanian company resign?

Generally, a director or an officer of a Panamanian company resigns by sending a resignation letter, duly signed, to the Board of Directors of the company, and the resignation will be mentioned in the Minutes of the Meeting of the Board of Directors, Shareholders, or Members Assembly before the appointment of his/her replacement.

Directors, officers, or administrators can resign directly through a Public Deed filed and registered before the Public Registry of Panama. This can be done unilaterally and without the acceptance or intervention of the company.

Beatriz Cabal

How to remove a corporate officer in a Panamanian company?

A director, officer, or administrator may be removed from its position by a meeting of the Shareholders, Board of Directors, or Administrators, and then filing the Minutes of said meeting in the Panamanian Public Registry. If the company only has the minimum requirement for directors, officers, or administrators, then a replacement must be elected, since it could lead to issues before the Public Registry.

Beatriz Cabal

Can damages be granted for the removal of a corporate officer in Panama?

Directors, officers, or administrators are not considered employees of a corporation and they are not generally granted damages for their removal.

Beatriz Cabal