Amendment of the article of Incorporation
The article of incorporation of a Panama Company can be modified at all points or only in some of them. In order to be able to execute these amendments properly and within what's established in Law 32 about Companies in Panama, it is necessary to pursue the following steps:
- In the first place, through a minute of a shareholders meeting a general or extraordinary shareholder's meeting shall be convened in order to amend the article of incorporation of the Company
- The article of incorporation can be modified at all points for which the total amount of shares and their registered value may be modified, subscribed shares having nominal value can be changed by the same or different number of shares without salary or vice versa, the number of kinds of authorized capital can be increased, voting rights, requirements and privileges, among other things may be modified as well
- Any amendment to the Article of Incorporation of the company will not be able to be conducted in case of debts with the General Revenue Directorate of the Ministry of Economy and Finances.
- In case that amendments to the Article of Incorporation were conducted before the issue of shares, these changes shall be signed by the ones that would have signed the Article of Incorporation and by anyone that had agreed to be a shareholder in the company.
- If shares had been already issued at the moment of amending the article of Incorporation, the amendments will be subscribed by the shareholders or the leaders of all the subscribed stocks that are entitled to vote, by the president or one of the vice-presidents and by the secretary or one of the assistant secretaries of the company. With regard to the latter, they must sign and attach to the reform document a certificate where is determined that they have been authorized to issue such document by means of a resolution of the owners or agents of the majority of the shares.
- When an amendment done to the article of Incorporation alters the preferences of subscribed shares of any class or authorizes the issuance of shares with preferences that are more advantageous than those of the subscribed shares of any class, in the above-mentioned certificate shall be stated that the ones who subscribe were authorized to grant the reform document by a resolution adopted by the owners or agents of the majority of the shares of each class entitled to vote.
- Moreover, the company may reduce its authorized capital but will not be able to distribute its assets under this reduction if this does not reduce the value of this asset to an amount that is less than the total value of its liabilities. In such case, the reform document will be attached to a certificate issued under oath by the President or the Vice President and by a Treasurer or an Assistant Treasurer where is stated that such distribution does not violate the provisions of Law 32 of Public Limited Companies
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