PANAMA ANONYMOUS CORPORATION LAW
Law Number
32 of February 26, 1927
SECTION
I - FORMING THE CORPORATION
Article 1. Two or more persons of lawful age, of any
nationality even though not domiciled in the Republic of Panama, may, in accordance with the formalities hereinafter provided, form a
corporation for any lawful purpose or purposes.
Article 2. Such persons desiring to form such a corporation
shall sign articles of incorporation which shall set forth:
1. The names and domiciles of each of the subscribers of the articles;
2. The name of the proposed corporation which shall not be the same as, nor so
similar as to cause confusion with, the name of any other existing corporation.
The name shall include a word, phrase or abbreviation which indicates that it
is a corporation to distinguish it from a natural person or company of any
other nature. The name of the corporation may be expressed in any language.
3. The general purpose or purposes of the corporation;
4. The amount of the capital stock and the number and par value of the shares
of which it is to consist; and if the corporation is to issue shares without
par value, the statements required by Article 22 of this law. The capital stock
and par value of shares of any corporation may be expressed in terms of the
legal currency of the Republic or of gold units of the legal currency of any
other country, or of both;
5. If the shares are to be classified, the number of shares to be included in
each class and the designations, preferences, privileges and voting powers or
restrictions or qualifications of the shares of each class; or that such
designations, preferences, privileges and voting powers or restrictions or
qualifications shall be determined by resolution of the majority in interest of
the Stockholders or of the majority of the Directors;
6. The number of shares of stock which each subscriber of the articles of
incorporation agrees to take;
7. The domicile of the corporation and the name and domicile of its resident
agent in the Republic, who may be a juridical person;
8. Its duration;
9. The number, names and addresses of its Directors, not less than three;
10. Any other lawful provisions which the subscribers of the articles of
incorporation may desire to include.
Article 3. The articles of incorporation may be executed in any
place, within or outside the Republic, and in any language.
Article 4. The articles of incorporation shall be in the form
of a public deed, or in any other form, provided that said articles are
acknowledged before a Notary Public or before any other officer authorized to
take acknowledgements at the place of the execution thereof.
Article 5. If the articles of incorporation are not in the form
of a public deed, they must be protocolized in a Notary Office of the Republic.
If the said document has been executed outside of the Republic, it must, before
it is protocolized, be authenticated by a Panamanian Consul, or, if there
should be no such Consul, by the Consul of a country friendly to Panama; and if
it should be in a foreign language it must be protocolized together with an
authenticated translation subscribed by an official or public interpreter of
the Republic.
Article 6. The public deed or the protocolized document
containing the articles of incorporation must be presented for registration in
the Mercantile Registry. The incorporation of a corporation shall have no
effect with respect to third parties until the articles of incorporation have
been recorded.
Article 7. Any corporation formed under this law may from time
to time amend its articles of incorporation in any respect; provided such
articles of incorporation, when so amended, shall conform to the provisions of
this law. Therefore, the corporation may by such amendment change the number of
its shares or of any class of its outstanding shares at the time of such
amendment, change the par value of the outstanding shares of any class, change
the outstanding shares of any class having par value into the same or different
number of shares of the same or a different class without par value, or the
outstanding shares of a class without par value into the same or different
number of shares of the same or different class having par value, or increase
the amount or the number of shares of its authorized capital stock or divide
its authorized capital stock into classes or increase the number of classes of
its authorized capital stock, or change their designations, rights, privileges,
preferences, voting powers, restrictions or qualifications. But the capital
stock of a corporation shall not be reduced except in accordance with the
provisions of articles 14 et seq of this law.
Article 8. The amendments shall be made by the persons
hereinafter mentioned and in the manner provided in this law with respect to
the execution of the articles of incorporation.
Article 9. In case no share has been issued, the articles of
amendment shall be signed by every subscriber of the articles of incorporation
and by every subscriber to the stock of the corporation.
Article 10. In case share has been
issued, such articles of amendment shall be signed:
(a) In person or by proxy by the holders of all the outstanding shares of the
corporation entitled to vote thereon and shall be accompanied by a certificate
of the Secretary or an Assistant Secretary of the corporation that the persons
who have executed the articles of amendment, in person or by proxy, constitute
the holders of all the outstanding shares of the corporation entitled to vote thereon;
or
(b) By the President or a Vice-President and the Secretary or Assistant
Secretary of the corporation, who shall sign and annex thereto a certificate
stating that they have been authorized to execute such articles of amendment by
the votes, cast in person or by proxy, of the holders of a majority of such
shares and that such votes were cast at a stockholders meeting held on the date
specified in the notice or waiver of notice.
Article 11. In case that the articles of amendment alter the
preferences of outstanding shares of any class or authorize the issuance of
shares having preferences which are in any respect superior to those of the
outstanding shares of any class, the certificate referred to in paragraph (b)
of the preceding article shall state that the officers signing the same have
been authorized to execute such articles of amendment by the vote cast in
person or by proxy of the holders of a majority of the outstanding shares of
each class entitled to vote thereon, cast at a stockholders' meeting held on a
date specified upon notice or waiver of notice.
Article 12. If the articles of incorporation provide that the
votes of the holders of more than a majority of the outstanding shares of any
class or classes shall be required in order to effect any amendment of any
provision of the articles of incorporation, the certificate referred to in
paragraph (b) of article 10 shall state that such amendment has been authorized
in that manner.
Article 13. Unless the articles of incorporation or any amendment
thereof otherwise provide, in the event of an increase of stock, each
stockholder shall be entitled to a preferential right to subscribe for shares
of stock, issued pursuant to such increase, in proportion to the number of
shares then held by him.
Article 14. Any corporation may reduce its authorized capital
stock by an amendment of its articles of incorporation; but no distribution of
assets may be made pursuant to any such reduction, which will reduce the actual
value of its remaining assets to an amount less than the total amount of its
debts and liabilities plus the amount as reduced of its issued capital stock.
There shall be annexed to the articles of amendment a certificate issued under
oath by the President or a Vice-President and of the Treasurer or an Assistant
Treasurer stating that no distribution of assets made or to be made pursuant
thereto will violate the provision contained in this article. The judgment of
the Directors as to the value of the assets and their determination of debts and
liabilities shall be conclusive, except in the case of fraud.
Article 15. Any corporation, unless its articles of
incorporation otherwise provide, may acquire shares of its own stock. If such
acquisition is made out of funds or properties other than surplus or net
profits, the shares of stock so acquired shall be cancelled by the reduction of
the amount of issued stock: but such shares may be reissued if the authorized
capital stock shall not have been reduced by such cancellation.
Article 16. Shares of its own stock acquired by a corporation
with funds taken from surplus of its assets over its liabilities or from net
earnings, may be held by such corporation or sold by it from time to time for
its corporate purposes and may be cancelled or reissued from time to time by
the Board of Directors.
Article 17. The shares of stock in the corporation held by the
corporation shall not be voted upon, directly or indirectly, at any meeting of
stockholders.
Article 18. No corporation shall purchase or otherwise acquire
its own stock out of funds or property other than its surplus or net profits,
if such purchase or acquisition will reduce the actual value of its assets to
an amount less than the total amount of its debts and liabilities plus the
amount as reduced of its issued capital stock. The judgment of the Directors as
to the value of the assets, and their determination of the debts and
liabilities shall be conclusive, except in the case of fraud.
SECTION
II - OF THE FACULTIES OF THE CORPORATION
Article 19. Every corporation organized under this law shall
have the following powers, in addition to other powers specified in this law:
1. To sue and be sued in any court;
2. To adopt and use a corporate seal and alter the same at convenience;
3. To acquire, purchase, hold, use and convey real and personal property of all
kinds and make and accept pledges, leases, mortgages, liens, and encumbrances
of all kinds;
4. To appoint officers and agents;
5. To make contracts of all kinds;
6. To make by-laws not inconsistent with any existing laws of the Republic or
its articles of incorporation, for the management, regulation and government of
its affairs and property, the transfer of its stock and the calling and holding
of meetings of its stockholders and directors, and for all other lawful
matters;
7. To carry on business and to exercise its powers in the Republic and in
foreign countries;
8. To dissolve itself or to be dissolved in accordance with law, voluntarily or
for other cause;
9. To borrow money and contract debts in connection with its business or for
any lawful purpose; to issue bonds, notes, bills or exchange, debentures and
other obligations and evidences of indebtedness (which may or may not be
convertible into stock of the corporation) payable at a specified time or times
payable upon the happening of a specified event or events whether secured by
mortgage, pledge or otherwise, or unsecured, for money borrowed or in payment
for property purchased or acquired or for any other lawful objects;
10. To guarantee, acquire, purchase, hold, sell, assign, transfer, mortgage,
pledge or otherwise dispose of or deal in shares of the capital stock of, or
bonds, securities or other evidences of indebtedness created by other
corporations, or of any municipality, province, state or government;
11. To do all things necessary for the accomplishment of the objects enumerated
in its articles of incorporation or any amendment thereof or necessary or
incidental to the protection and benefit of the corporation, and in general to
carry on any lawful business whether or not such business is similar in nature
to the objects set forth in its articles of incorporation or any amendment
thereof.
SECTION
III - STOCK
Article 20. Every corporation shall have power to create and issue one
or more classes of shares of stock with such designations, preferences,
privileges, voting powers or restrictions or qualifications thereof and other
rights as its articles of incorporation provide and subject to such rights of
redemption as shall have been reserved to the corporation in such articles of
incorporation. The articles of incorporation may provide that shares of stock
of any class shall be convertible into shares of one or more other classes.
Article 21. Shares of stock may have a nominal or par value.
Such shares may be issued as fully paid and non-assessable or as partly paid or
without any payment having been made thereon. Unless the articles of
incorporation otherwise provide, full paid and non-assessable shares having a
par value, or securities or shares convertible into such shares, shall not be
issued for a consideration which, in the judgment of the Board of Directors, is
less in value than the par value of such shares or of the shares into which
such securities or shares are convertible, nor shall certificates for partly
paid shares state that there has been paid thereon an amount greater than the
value, in the judgment of the Board of Directors, of the consideration actually
paid thereon. Such consideration may be money, labor, services or property of
any kind. The judgment of the Board of Directors as to the value of any such
consideration shall be conclusive, except in case of fraud.
Article 22. Shares of stock may be created and issued without
par value provided there be included in the articles of incorporation the
following statements:
1. The total number of shares that may be issued by the corporation.
2. The number of shares, if any, which are to have a par value and the par
value of each.
3. The number of shares which are to be without par value.
4. Either one of the following statements:
(a)The stated capital of the corporation shall be at least equal to the sum of
the aggregate par value of all issued shares having par value plus a certain
amount in respect to every issued share without par value plus such amounts as
from time to time by resolution of the Board of Directors may be transferred
thereto; or
(b)The stated capital of the corporation shall be at least equal to the whole
of the aggregate par value of all issued shares having par value plus the
aggregate amount of consideration received by the corporation for the issuance
of shares without par value, plus such amounts as from time to time by
resolution or resolutions of the Board of Directors may be transferred thereto.
There may also be included in such articles of incorporation an additional
statement that the stated capital shall not be less than the amount therein
specified.
Article 23. Subject to the designations, preferences,
privileges and voting powers or restrictions or qualifications granted or
imposed in respect to any class of shares, each share with or without par value
shall be equal to every other share of the same class.
Article 24. Any corporation may issue and may sell its authorized
shares without par value for such consideration as may be prescribed in its
articles of incorporation; or for such consideration which, in the judgment of
the Board of Directors, shall be the fair value of such shares; or for such
consideration as from time to time may be fixed by the Board of Directors
pursuant to authority conferred in such articles of incorporation; or for such
consideration as shall be determined by the holders of a majority of the shares
entitled to vote.
Article 25. Any and all shares issued as permitted by Articles
22, 23 and 24 of this law shall be deemed fully paid and non-assessable. The
holders of such shares shall not be liable to the corporation or to its
creditors in respect thereto.
Article 26. The shares of a corporation shall be paid at such
times and in such a manner as the Board of Directors may determine. If default
shall be made in the payment, the Board of Directors may either proceed against
the debtor to enforce payment of the amounts due and unpaid and to collect such
damages as the corporation may have suffered, or rescind the contract in
respect to the shareholder in default, having the right in this last instance
to retain for the corporation such amounts as the defaulting shareholder may be
entitled to receive from the funds of the corporation. In the event that the
corporation should proceed to rescind the contract in respect to the
stockholder in default and to retain the amounts to which he may be entitled,
the Board of Directors shall give at least six days advance notice to such
shareholder. Shares acquired by the corporation by virtue of the provisions of
this article may be reissued or re-offered for subscription.
Article 27. Every share certificate shall contain the following
statements:
1. The reference to the inscription of the corporation in the Mercantile
Registry.
2. The amount of its capital stock.
3. The number of shares owned by the holder thereof.
4. The class of share, if there be more than one class, as well as the special
conditions, designations, preferences, privileges, premiums, advantages and
restrictions or qualifications which some classes of shares may have over the
others.
5. If the shares which it represents are fully paid and non-assessable, the
share certificate shall so state; and if such shares are not fully paid and are
assessable the certificate shall state the amount or amounts which have been
paid thereon.
6. If the shares are represented by a certificate issued in the name of the
owner, it should contain the name of said owner.
Article 28. Shares may be issued to bearer only if fully paid
and non-assessable.
Article 29. Shares represented by a certificate issued in the
name of the owner shall be transferable on the books of the corporation in such
manner and under such regulations as may be provided in the articles of
incorporation or in the by-laws. But in no case shall the transfer of stock be
binding on the corporation unless it shall have been registered upon the
corporation books. If the stockholder shall be indebted to the corporation it
may refuse to permit the transfer of his stock until such indebtedness is paid.
But in all cases the transferor and the transferee shall be jointly liable for
the payment of the amounts owed to the corporation by virtue of the shares so
transferred.
Article 30. The transfer of shares issued to bearer requires
only delivery of the certificate.
Article 31. If so provided in the articles of incorporation,
any holder of a certificate of shares issued to bearer may exchange such
certificate for a certificate for a like number of shares issued in his name;
and the holder of a certificate of shares issued in the name of the owner may
exchange it for a certificate for a like number of shares issued to bearer.
Article 32. The articles of incorporation may provide that in
case a stockholder desires to dispose of his shares of stock, the corporation
or any other stockholder thereof shall have a preferential right to purchase
such shares. It may also impose other restrictions upon the transfer of the
shares; but no restriction which shall absolutely prevent a stockholder from
disposing of his shares of stock shall be valid.
Article 33. Every corporation may issue a new share certificate
in the place of any certificate theretofore issued by it alleged to have been
destroyed, lost or stolen. The Directors authorizing such issue of a new
certificate may require the owner of the destroyed lost or stolen certificate
to give the corporation such security or indemnity as they may direct against
any claim that may be made against the corporation.
Article 34. The articles of incorporation may provide that the
holders of any designated class or classes of shares shall not be entitled to
vote, or may otherwise limit or define the respective voting powers of the
several classes of shares. The provisions of this article shall prevail in
accordance with their terms in all elections and in all proceedings in which
the law requires the vote or the written consent of the holders of all of the
shares or of a specified proportion of the shares of the corporation. The
articles of incorporation may also provide that for specified purposes the vote
of more than a majority of the holders of any class of shares shall be
required.
Article 35. One or more stockholders by agreement in writing
may transfer their shares to a voting trustee or trustees for the purpose of
conferring upon it or them the right to vote thereon for the period and upon
the terms and conditions therein stated. Every other stockholder may transfer
his shares to the same trustee or trustees and thereupon shall be a party to
such agreement. The certificates of shares so transferred shall be surrendered
and cancelled and new certificates therefore issued to such trustee or
trustees, in which it shall appear that they are issued pursuant to such
agreement, and in the stock register of the corporation that fact shall also be
noted. In order that the provision contained in this article be carried into
effect it will be necessary that a certified copy of such agreement be filed with
the corporation.
Article 36. Every corporation organized under this law shall
keep at its office in the Republic, or at such other place or places as the
articles of incorporation or the by-laws provide, a book to be known as the
stock register, containing (except in the case of shares issued to bearer) the
names alphabetically arranged of all persons who are stockholders of the
corporation, showing their places of residence, the number of shares held by
them respectively, the time when they respectively became the owners thereof
and the amount paid thereon or that they are fully paid and non-assessable. In
the case of shares issued to bearer such stock register shall state the number
of shares so issued, and the date of issue and that such shares are fully paid
and non-assessable.
Article 37. Dividends may be paid to the stockholders from the
net earnings or profits of a corporation or from the surplus of its assets over
its liabilities, but not otherwise. The corporation may declare and may pay
dividends upon the basis of the amount actually paid upon partly paid shares of
stock.
Article 38. When the directors shall so determine, dividends
may be paid in shares of the corporation; provided that the shares issued for
such purpose shall be authorized and provided, if such shares have not
heretofore been issued, there shall be transferred from surplus to the capital
of the corporation an amount at least equal to that for which such shares could
be lawfully issued.
Article 39. Every stockholder shall be personally liable to the
creditors of the corporation only to an amount equal to the amount unpaid on
his shares; but no action shall be brought against a stockholder for any debt
of the corporation until judgment therefore has been recovered against the corporation
and an execution against the assets thereon has been returned unsatisfied in
whole or in part.
SECTION
IV - STOCKHOLDERS' MEETINGS
Article 40. Whenever under the provisions of this law the
approval or authorization of the stockholders is required, the notice of the
meeting shall be in writing and in the name of the President or a
Vice-President or the Secretary or an Assistant-Secretary or of such other
person or persons as the by-laws or articles of incorporation may prescribe or
permit. Such notice shall state the purpose or purposes for which the meeting
is called and the time and place at which it is to be held.
Article 41. All meetings of stockholders shall be held within
the Republic, unless otherwise provided in the articles of incorporation or
by-laws.
Article 42. Such notice shall be given at such time prior to any
such meeting and in such manner as the articles of incorporation or by-laws of
the corporation provide; but unless they otherwise provide, such notice shall
be given personally or by mail upon each stockholder of record entitled to vote
at such meeting not less than ten or more than sixty days before such meeting.
If the corporation has issued shares to bearer, notice of stockholders'
meetings shall be published in such manner, as the articles of incorporation or
by-laws provide.
Article 43. Any stockholder may waive notice of any meeting in
writing signed by him or his representative either before or after the meeting.
Article 44. The resolutions taken in any meeting at which all
stockholders are present in person or by proxy shall be valid for all purposes
and the resolutions taken in any meeting at which a quorum is so present and
notice of which shall have been so waived by all absent stockholders, shall be
valid for all purposes stated in each waiver, notwithstanding that in either
case the notice required by this law or by the articles of incorporation or the
by-laws shall not have been given.
Article 45. Unless otherwise provided in the articles of
incorporation, every stockholder of a corporation shall be entitled at each
meeting of stockholders thereof to one vote for each share of stock of any
class and whether with or without par value standing in his name on the books
of the corporation. It is hereby understood, however, that unless contrary
provision should be made in the articles of incorporation, the directors may
prescribe a period not exceeding forty days prior to any meeting of the
stockholders during which no transfer of stock on the books of the corporation may
be made, or may fix a day not more than forty days prior to the holding of any
such meeting as the day as of which stockholders (other than the holders of
shares issued to bearer) entitled to notice of and to vote at such meeting
shall be determined, in which event, only stockholders of record on such day
shall be entitled to notice or to vote at such meeting.
Article 46. In the case of shares issued to bearer, the bearer
shall be entitled to one vote at any meeting of the stockholders for each share
of stock entitled to vote, upon presentation at such meeting of such
certificate or certificates, or upon presentation of such other evidence of
ownership as may be prescribed by the articles of incorporation or by-laws.
Article 47. At any meeting of the stockholders of any
corporation any stockholder may be represented and vote by proxy or proxies
(who need not be stockholders) appointed by an instrument in writing public or
private, with or without power of substitution.
Article 48. The articles of incorporation of any corporation may
provide that at all elections of directors of such corporation each holder of
stock possessing the right to vote for directors shall be entitled to as many
votes as shall equal the number of his shares of stock multiplied by the number
of directors to be elected, and that he may cast all of such votes for a single
director or may distribute them among the number to be voted for or any two or
more of them as he may see fit.
SECTION
V - BOARD OF DIRECTORS
Article 49. The business of every corporation shall be managed
by a board of not less than three directors, all of whom shall be male or
female persons of full age.
Article 50. Subject to the provisions of this law and of the
articles of incorporation, the board of directors of every corporation shall
have full control over the affairs of the corporation.
Article 51. The Board of Directors may exercise all of the
powers of the corporation except those that the law or the articles of
incorporation or the by-laws confer upon or reserve to the stockholders.
Article 52. Subject to the provisions of this law and of its
articles of incorporation, the number of directors shall be fixed by the
by-laws of the corporation.
Article 53. A majority of the board of directors of a
corporation at a meeting duly assembled shall be necessary to constitute a
quorum for the transaction of business provided, however, that the articles or
incorporation may provide that a certain number of the directors, whether more
or less, than a majority, shall be necessary to constitute a quorum.
Article 54. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of
directors.
Article 55. Unless otherwise provided in the articles of
incorporation no director need be a stockholder.
Article 56. The directors may make, alter, amend and repeal the
by-laws of the corporation, unless otherwise provided by the articles of
incorporation, or in the by-laws adopted by the stockholders.
Article 57. The directors of every corporation shall be chosen
at the time and place and in the manner provided for by the articles of
incorporation or by-laws.
Article 58. Vacancies in the board of directors shall be filled
in the manner prescribed by the articles of incorporation or by-laws.
Article 59. Subject to the provisions contained in the two
foregoing articles, vacancies, whether resulting from an increase in the authorized
number of directors or otherwise, may be filled by the vote of a majority of
the directors then in office.
Article 60. If the directors shall not be elected on the day
designated for the purpose, the directors then in office shall continue to hold
their offices and discharge their duties until their respective successors
shall have been elected.
Article 61. Unless otherwise provided in the articles of
incorporation or in the by-laws, the board of directors may appoint two or more
of their members to constitute a committee or committees, who shall have and
exercise the powers of the board of directors in the management of the business
and affairs of the corporation to the extent and subject to the restrictions
expressed in the articles of incorporation, the by-laws, or the resolutions
appointing such committee or committees.
Article 62. If the articles of incorporation so provide, at any
meeting of the directors, any director may be represented and vote by proxy or
proxies (who need not be directors), appointed by an instrument in writing,
public or private, with or without power of substitution.
Article 63. Directors may be removed at any time by the vote of
the holders of a majority of the outstanding shares entitled to vote for
directors. Officers, agents and employees may be removed at any time by the
vote of a majority of the directors, or in such other manner as the articles of
incorporation or the by-laws.
Article 64. If any dividend or distribution of assets be
declared or paid which shall reduce the value of the assets of the corporation
to less than the aggregate amount of its debts and liabilities, including
capital stock, or if a reduction of capital stock be made, or if any report or
statement be made which shall be false in any material representation, the
directors of the corporation who assent thereto with knowledge of the impairment
of the capital stock, or falsity as the case may be, shall be jointly and
severally liable to the creditors of the corporation for any loss or damage
arising therefrom.
SECTION
VI - OFFICERS
Article 65. Every corporation shall have a President, a Secretary
and a Treasurer, who shall be chosen by the Board of Directors, and may also
have such other officers, agents and representatives as the Board of Directors
or the by-laws or the articles of incorporation may determine and who shall be
chosen in the manner provided thereby.
Article 66. Any person may hold two or more offices, if so
provided by the articles of incorporation or the by-laws
Article 67. No officer need be a director of the corporation
unless the articles of incorporation or by-laws so provide.
SECTION
VII - SALE OF PROPERTY AND RIGHTS
Article 68. Every corporation may, by action taken at any meeting of its
Board of Directors, sell, lease, exchange or otherwise dispose of all or part
of its assets, including its goodwill and its corporate franchise, upon such
terms and conditions as its Board of Directors deem expedient, if authorized by
the affirmative vote of stockholders holding a majority of the shares entitled
to voting power and given at a stockholders' meeting called for that purpose in
the manner provided in Articles 40 and 44 of this law or if authorized by the
written consent of such stockholders.
Article 69. Notwithstanding the provisions contained in the
preceding article, the articles of incorporation may require the consent of some
particular class of stockholders in order to grant the authority referred to in
said article.
Article 70. Unless the articles of incorporation provide
otherwise no vote or consent of stockholders shall be necessary for a transfer
of assets in trust, or a pledge or mortgage thereof to secure indebtedness of
the corporation.
SECTION
- VIII CONSOLIDATION WITH OTHER CORPORATIONS
Article 71. Subject to the provisions of their articles of
incorporation, any two or more corporations organized under this law may
consolidate into a single new corporation. The Directors, or a majority of them
of each of such corporations desiring to consolidate may enter into an
agreement signed by them describing the terms and conditions of consolidation,
the mode of carrying the same into effect and stating such other facts as are
necessary to be stated in articles of incorporation or in accordance with this
law, as well as the manner of converting the shares of each of the old
corporations into shares of the new corporation with such other details and
provisions as are deemed necessary or desirable.
Article 72. The agreement may provide for the distribution of
cash, notes or bonds in whole or in part, in lieu of stock, provided, however,
that upon such distribution the liabilities of the new corporation including
those derived by it from the constituent corporations and including the amount
of capital to be issued by the consolidated corporation pursuant to the terms
of the consolidation shall not exceed the value of the assets of the
consolidated corporation.
Article 73. The agreement of dissolution shall be submitted to
the stockholders of each constituent corporation at a meeting thereof called
specially for the purpose of considering the same, in the manner required by
Articles 40 to 43 of this law and at said meeting said agreement shall be
considered and a vote taken for the adoption or rejection of the same.
Article 74. Unless the articles of incorporation otherwise
provide, if the votes of stockholders of each corporation representing a
majority of the shares entitled to vote thereon shall be for the adoption of
said agreement, then that fact shall be certified on said agreement by the
Secretary or Assistant Secretary of each corporation; and the agreements so
adopted and certified shall be signed by the President or a Vice-President and
Secretary or Assistant Secretary of each of said corporations in the manner and
in accordance with the requirements specified in Article 2 of this law with
reference to the execution of articles of incorporation.
Article 75. The agreement of consolidation so executed shall be
filed for registration in the Mercantile Registry as required in the case of
articles of incorporation and when so filed shall be the agreement and act of
consolidation of said corporation.
Article 76. When such agreement of consolidation is executed
and filed as required by the two preceding articles, the separate existence of
the constituent corporations shall cease and the consolidating corporations
shall become a single corporation in accordance with said agreement possessing
all the properties, rights, privileges, powers and franchises and subject to
the restrictions, obligations and duties of each of the consolidated
corporations; provided that all rights of creditors and all liens upon the
property of either of the consolidating corporations shall be preserved
unimpaired, but such liens shall be limited to the property affected thereby at
the time of consolidation; and all debts, liabilities and duties of the consolidating
corporations shall pertain to the consolidated corporation and may be enforced
against it to the same extent as if they had been incurred by it.
Article 77. The articles of incorporation of any corporation
may provide and determine the conditions, in addition to the requirements of
this law upon which such corporation may consolidate with any other
corporation. Article 78. In any judicial or administrative proceeding pending
by or against the corporations that have ceased to exist, or any of them, the
new corporation may be substituted in their place.
Article
79. The liability of corporations or
the stockholders or officers thereof, or the rights or remedies of the
creditors thereof or of persons doing or transacting business with each
corporation shall not in any way be lessened or impaired by the consolidation
of two or more corporations under the provisions hereof.
SECTION
IX - DISSOLUTION
Article 80. If the Board of Directors deem it advisable that any
corporation organized under this law should be dissolved, the Board within ten
days after the adoption of a resolution to that effect by a majority of the
whole Board at any meeting called for that purpose, shall cause notice of the
adoption of that resolution to be given in the manner provided in Articles 40
to 43 thereof, in a notice of a meeting of the stockholders having voting power
to take action upon the resolution so adopted by the Board of Directors.
Article 81. If at any such meeting the holders of a majority of
the shares entitled to vote shall by resolution consent that the dissolution
shall take place, copy of such resolution together with a list of the names and
residences of the Directors and Officers of the company, certified by the
President or a Vice-President, and the Secretary or an Assistant Secretary, and
the Treasurer or an Assistant Treasurer, shall be executed, protocols and filed
for record in the Mercantile Registry as required in Article 6.
Article 82. Upon such filing at the Registry Office a copy
thereof shall be published in one issue of a newspaper published in the place
where the office of the dissolved corporation was situated within the Republic,
or if there be no such newspaper then in the Official Gazette of the Republic.
Article 83. Whenever all the stockholders having voting power
shall consent in writing to a dissolution, no meeting of the Directors or
Stockholders shall be necessary for that purpose.
Article 84. The document setting forth such consent should be protocolized,
registered in the Mercantile Registry and published in the manner provided in
Article 82 hereof. Once these formalities have been complied with, such
corporation shall be deemed to be dissolved.
Article 85. All corporations whether they expire by their own
limitation or are otherwise dissolved, shall nevertheless be continued for the
term of three years from such expiration or dissolution for the purpose of
prosecuting or defending suits by or against them or enabling them to settle
their business and dispose of and convey their property and to divide their
capital stock, but not for the purpose of continuing their business for which
said corporation shall have been established.
Article 86. When any corporation shall expire by its own
limitation or shall be otherwise dissolved, the Directors shall be trustees of
such corporation with full power to settle the affairs, collect the outstanding
debts, sell and convey the property of all kind, and divide the monies and
property among the stockholders, after paying the debts of the corporation; and
they shall have authority to sue for, in the name of the corporation, and
recover debts and property and to represent it in proceedings that may be
initiated against it.
Article 87. In the case of the foregoing article the Directors
shall be jointly and severally responsible for the debts of the corporation,
but only up to the amount of the monies and properties which shall come into
their hands.
Article 88. The Directors shall have power to apply monies and
property of the corporation to the payment of a reasonable compensation to
themselves for their services, and to fill any vacancies in their number.
Article 89. The Directors when acting as trustees pursuant to
Articles 86, 87 and 88, shall act by majority vote.
SECTION
X - FOREIGN CORPORATIONS
Article 90. A foreign corporation may maintain offices or
agencies and carry on business in the Republic provided it files in the
Mercantile Registry the following documents for registration:
1. Deed of protocolization of its Articles of Incorporation;
2. Copy of its last balance sheet accompanied by a declaration of the amount of
its capital utilized or to be utilized in business in the Republic;
3. A certificate setting forth that it is incorporated and organized under the
laws of the country of its domicile certified by a Consular representative of
the Republic in said country, or if there be no such representative then by
that of a friendly nation.
Article 91. A foreign corporation (maintaining an office or
carrying on business in the Republic) which has not complied with the
requirements of this law may not bring judicial or any other proceedings before
any court or authority in the Republic, but may be sued in any action before
judicial or administrative authorities, and shall furthermore be liable to a
fine not exceeding five thousand balboas to be imposed by the Secretary of the
Treasury.
Article 92. A foreign corporation carrying on business in this
Republic and which has registered its articles of incorporation in the
Mercantile Registry as aforesaid, shall be required to register in such
Registry all amendments of such articles of incorporation and the instruments
of consolidation or dissolution.
SECTION
XI - MISCELLANEOUS PROVISIONS
Article 93. National or foreign corporations established or
having agencies or branches in the Republic at the time that this law comes
into effect shall be governed insofar as referred to the contracting parties,
by their articles of incorporation, their by-laws and the laws in force at the
time of their incorporation or of their establishment in the Republic, as the
case may be.
Article 94. National corporations organized before this law
comes into effect may at any time be governed by the provisions of this law,
for which purpose it shall be necessary that this fact be set forth in a
resolution adopted by the shareholders, which resolution must be registered in
the Registry Office. The stockholders of local corporations actually dissolved
but not yet liquidated may, for the purpose of the liquidation, be governed by
the provisions of this article, provided that it is so resolved by a number of
stockholders not less than that required by the document of its organization to
allow the dissolution of the corporation before the expiration of the term
fixed for such corporation.
Article 95. All the provisions now in force relative to
corporations are hereby repealed.
Article 96. This law shall come into effect on the 1st day of
April, 1927.
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