Main Obligations of Law 52 of 2016:

  • It is established that legal entities that do not carry out operations that are perfected, consumed or have their effects within the Republic of Panama are required to keep accounting records and supporting documentation, which must be available for a period of not less than five years Counted from:
    • Last day of the calendar year within which the transactions for which these records are applied have been completed; or
    • Last day of the calendar year in which the legal person ceases its operations.
  • Such accounting records and supporting documentation must be maintained in the offices of the resident agent of the legal entity, or in any other place determined by its administrative bodies. I understand by means of documentation of support the contracts, invoices, receipts or any document that supports the transactions carried out by the juridical person.
  • In the event that accounting records and supporting documentation are not maintained at the resident agent’s office, the following must be provided to the resident agent in writing:
    I. Physical address where accounting records and supporting documentation are maintained; Y
    Ii. Name and contact details of the person who keeps them in their custody.
    The resident agent must also be informed in writing of any changes in the physical address or contact information, within a period of no more than 15 working days, counted from the date on which the change was approved.
  • In the event that accounting records and supporting documentation are kept outside the Republic of Panama, the legal entity shall be obliged to provide such documents to the resident agent, upon the request of any authority, within a period of no more than 15 days Working days from notification of the request to the resident agent.
  • Failure to provide such documentation within the stipulated period, the resident agent will be obliged to resign as such, within a maximum period of 10 business days, counted from the day following the end of the deadline indicated to deliver the required documentation.
  • If the agent residing in the Public Registry of Panama does not register his resignation within the established period of 10 days, the General Directorate of Revenue will impose a sanction of B / 500.00 and will order the Public Registry to definitively remove said resident agent from the person Legal basis.
  • The resident agent is obliged to keep legal entities that do not perform operations that are perfected consumed or have their effects in Panama, a registry of the place where legal persons maintain accounting records and supporting documentation in case they are kept in a place other than the resident agent’s office, including:
    I. Name of legal entity
    Ii. Physical address where the accounting records and backup documentation are located.
    Iii. Name of the person keeping the documents in custody
  • Equally, the resident agent must keep copies of the records of shares and shareholders of those corporations for which it acts as such.
  • The legal entity that does not comply with the obligations established in said Law 52 of 2016, will be sanctioned with a fine of B /. 1,000.00 and a fine of B / .100.00 for each day that elapses without remedying the breach.

Other Modifications:

  • Article 73 of the Commercial Code was amended to establish that every trader must maintain a Journal and a Major, as well as a Record of Minutes and a Register of Shares or Shareholders or, if applicable, a Register of Quotas or Contributions of Participation Patrimonial or Social.
  • Article 318-A of the Fiscal Code was amended by establishing the following:
    • Failure to pay the single fee in the period in which it is caused will have the effect of not registering in the Public Registry of any corporate act subject to registration and non-issuance of certifications relating to said legal person. Certificates of delinquent legal entities will be issued at the request of a competent authority in order to enforce their rights, always stating that the legal entity is in a delinquent state.
    • The delinquency of legal entities will not prevent the registration in the Public Registry of unilateral waivers by any member of its administrative bodies or its resident agent.
    • The Public Registry will suspend corporate rights to legal entities that:
      I. Remain without designating a resident agent for a period greater than 90 calendar days after the waiver, removal or termination of your former resident agent.
      Ii. They incur in single rate delinquency for a period of 3 consecutive years.
      Iii. They are delinquent in the payment of some fine or imposed penalty and duly executed, upon the order of a competent authority.
    • The registration in the Public Registry of the suspension of corporate rights of a legal person will have the following effects:
      • Impossibility to start legal processes, to carry out their assets, to make claims or exercise any right or to carry out corporate action that is binding for the legal entity.
    • However, the legal entity may:
      • Make your request for activation
      • Management of theft of any process
      • Continue legal proceedings against the members of the court before the date of suspension.
    • Once the legal entity’s suspension is registered in the public registry, the legal entity will have a period of 2 years to be reactivated. Whoever requests the reactivation must pay a fine of B / .1,000.00 and correct the grounds that gave rise to said suspension.
    • After 2 years without the reactivation of the legal entity, the Public Registry will proceed with the definitive cancellation of the same. Once the legal entity is dissolved, it will initiate the process of liquidation of the legal entity in accordance with the provisions of the Law.
  • Article 9-A was added to Act 2 of 2011 establishing that the Certification of the resident agent should be issued when legal entities decide to change it from resident agent status. Additionally, it is indicated that public notaries should not close the Deed without the certification of the resident agent.
  • A paragraph was also added to article 10 of Law 2 of 2011, stating that resident agents may at any time resign from the respective corporation without obligation to pay any registration or qualification fee for registration in the public registry and expenses Of Public Deed, when under oath of gravity state that the required communication with the shareholders has been lost or when they have not received payment of their resident agent fees for 3 consecutive years.
  • Article 21 of Law 47 of 2011 was amended, thus providing that in cases where the owner of shares issued to the bearer has not delivered the certificate of bearer shares in custody, political rights will be canceled by mandate of Law And economic consequences inherent in such action.
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