Panama Private Investment Fund with up to 50 qualified Investors License_Guideline

Panama Private Investment Fund with up to 50 qualified Investors (“50-FP”) License

In the Republic of Panama, the operation of investment funds and the securities market in general is regulated by Decree-Law No. 1 of 8 of July of 1999 (as amended to date, the “Securities Act”) and the regulations issued by the SSM (the “Regulations”). The government entity that is in charge of the regulation and supervision of the securities market in Panama is the Superintendency of the Securities Market (the “SSM”). In addition to the foregoing, the SSM has issued Regulation No. 5 of 23 of July of 2004 which applies specifically to investment funds in general.

Permitted Activities

Private Investment Funds (“PIF”) are not required to be registered in the SSM. PIF are those investment funds which operate in or from the Republic of Panama, whose participation quotas are not offered in the Republic of Panama and whose articles of incorporation, trust or indenture instrument, or otherwise its articles of association contain one of the following:

  1. a provision that limits to fifty (50) the number of effective owners of the PIF’s participation quotas;
  2. a provision mandating that all offers be made through private communications and not through public media; or
  3. a provision establishing that its participation quotas will only be offered to qualified investors whose minimum initial investment is US$100,000.00.

Qualified investors are those individuals or legal entities (1) whose line of business includes negotiation, on its own behalf or on behalf of third parties, of tradable goods composing the trading portfolio of the PIF or a substantial amount of its trading portfolio or (2) those who have signed a statement that their assets, individually or together with his/her spouse, are worth no less than US$1,000,000.00 and have given their consent to be treated as qualified investors.

Legal Requirements



Element Requirement(s)
Entity Requirements
  • The entity making the application is a company registered under the Panamanian Public Registry or a foreign company.
  • If it is a foreign company, it must be registered at the Panamanian Public Registry as a foreign corporation.
Director’s Requirements The licensee will need at least 2 (two) natural person Fit and Proper Directors of any jurisdiction.
Shareholder requirements
  • A minimum of shareholder is required.
Fund Manager
  • The Licensee must appoint a fund manager.
  • The fund manager must be licensed by the commissioner.
  • The Licensee must appoint and have in place a custodian.
  • A copy of the signed Custodial Agreement.
Legal Representative
  • PIF must have a legal representative in the Republic of Panama, who may be a broker, a brokerage house, an investment advisor, a bank, a firm of public accountants, a lawyer, a law firm or, in any event, persons authorized for such purposes by the SSM.
  • The legal representatives must have the necessary qualifications to represent the PIF before the SSM and to receive administrative and judicial notifications in representation of the PIF.
External Auditor
  • The licensee must appoint an independent external auditor, who must be a certified public accountant or a reputed firm of certified public accountants.
  • The external auditor shall be officially recognized as qualified in the jurisdiction where the accounting records and books are being kept.
Minimum Capital Requirements The Applicant must comply with the minimum capital requirement for registration (USD 25,000.00)

Ongoing Obligations

  1. Any changes to the company documents must be notified to the legal representative within 120 days.
  2. The latest audited financial statements must be provided to the legal representative within 120 days of the financial year end.

About Valsen Fiduciaries

Valsen Fiduciaries is a licensed independent global service provider of a broad range of fiduciary, administrative, legal, corporate secretarial and support services.

    1. Company formations and Administration
    2. Assistance with Bank Account opening
    3. Collective Investment Setup and Administration
    4. Intellectual Property Registrations and Maintenance.
    5. Trusts and Foundations setup and administration
    6. Online Payment Gateway Solutions
    7. Banking Licenses and PSP, E-Money, E- Wallet Licenses
    8. Yacht and aircraft registrations.
    9. Cryptocurrency Solutions (ICO, STO, Crypto Exchanges etc)

The Valsen Advantage

  • We will advise you on the optimal legal structure for your requirements, size, expectations and circumstances. We have extensive knowledge of a wide range of securities dealer licenses in all major jurisdictions.
  • Valsen will assist to complete every form for each process in the best way we know how (Based on our many years’ experience with various regulators and service providers across the world)
  • We are very hands on in the post filing period checking with re regulator and service providers and updating you regularly. Any queries raised by the regulators and service providers during processing will be quickly synthesized by us and we shall craft the right responses to move the process forward fast.
  • We have a full in-house compliance support for all compliance requirements with the regulator and service providers

Our Contact Details

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