Panama: Law 52 of 2016

ACCOUNTING RECORDS

All companies especially those whose operations are not carried from the Republic of Panama are required to maintain accounting records and all supporting documentation.

The accounting records are to be maintained for a period of no less than 5 years, counted from the last calendar year of transactions carried out. This term is applicable to companies that have ceased to operate.

The accounting records may be kept at the resident agent office. In the event that the accounting records are kept at a different address, in Panama or abroad, the following information must be provided:

1. The address where accounting records are kept must be disclosed to the resident agent of the company.
2. The agent must be informed of the complete address and name and proper identification of the person responsible for the book keeping.
3. Any changes of address or personnel must be updated to the agent as soon as it is applicable.

Upon requirement from a Panamanian Authority, the agent will have 15 days to supply the accounting records. Such dates will be counted upon the receipt of such notification by the agent.

In the event the agent is not able to supply the requested information within the 15 days granted, it is a mandate of the law that the agent has to automatically resign from the company representation, being the agent subject to a $500.00 fine if not in compliance.

The company will also be subject to fines and sanctions in the event of late or non- compliance. And only after complying with the information requested will it be in a condition to reappoint a resident agent.

FRANCHISE TAX FINES

Law 52 introduces a new restriction in regards to the issuance of Public Registry certificates for companies that are not in good standing. 

For those companies that are over (3) three years in default of franchise tax payment, all corporate rights will be suspended. This will occur prior a notification from the Revenue Service instructing the Public Registry of such situation.

Once the annotation is served to the Public Registry that the corporation is in default, it will have an additional two years to be reactivated. The fine for reactivation of the corporation will be of $1000.00, plus owed taxes.  

Once the (2) two year term is expired, and no reactivation has been requested, the Registry is authorized to strike off the company.

CHANGE OF RESIDENT AGENT

No change of resident agent can be performed without a certification of the previous agent that no fees are owed to his firm. Any deed that resolves the replacement of a resident agent has to include such certification, or else it will be declared null and void.

RESIGNATION OF RESIDENT AGENT AND DIRECTORS

The resident agent can resign at no registration cost if the agent declares that it has lost contact or communication with the client for over (3) three years or that it has not received any payments for the same amount of time. 

Dr. Juan José Espino

jjes@padela.com