How to dissolve an Offshore Company in Panama

The dissolution of a corporation in Panama is a simple procedure that for proper implementation requires the execution of a set of guidelines established by the Law 32 of Public Limited Companies.

When the Board of Directors of the Corporation wish to dissolve it for reasons of their own choosing, they will have to propose a dissolution agreement that must be approved by the majority of its members. When this agreement has been determined, the Board of the Shareholders entitled to vote shall be convened within a period of ten days so that they can decide on what was agreed by the Board of Directors. Once the Shareholders Board has been summoned, the members of the corporation should follow these steps for dissolution:

  • The shareholders board must approve an agreement of dissolution of the company of which certified copy shall be accompanied by the names and addresses of the directors and officers of the company, certified by the President or a Vice-President and the Secretary or Assistant Secretary and the Treasurer or a vice-treasure and then presented in accordance to protocols to the Business Registry.
  • Once this presentation is submitted, the certified copy will be published in the local newspaper where the office of the dissolved company is established or, if this place has no newspaper it will be released through the Official Gazette of the Republic.
  • In the event that the shareholders entitled to vote present a document in which they state their consent to the dissolution, neither the meeting of the Board of Shareholders nor the meeting of the Board of Directors will be indispensable.
  • When the Corporation was dissolved or ended its existence by expiration of the period fixed in the articles of incorporation, it may not continue the business for which it was created but it will have a period of three years to transfer goods and dividing the social capital, among others aspects. In this case, the Directors will act as Trustees of the company with the ability to sell and transfer goods, collect credits, institute legal proceedings on behalf of the company and divide assets among shareholders. These decisions will be taken by majority vote and the Directors shall be liable for the debts of the company to the value of the assets and funds of which they had acquired the management.
  • Finally, remember that to dissolve any corporation it is necessary not to have debts to the Ministry of Economy and Finance of Panama.

Our firm Delvalle & Delvalle has got a team of lawyers with extensive experience and professional expertise in the creation and administration of corporations for you to dissolve your company in Panama under the highest ethical and moral values.

For further assistance or questions please contact us.

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