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Corporations in panama

Table of contents:

Anonim

INTRODUCTION

The Panama Corporation Law (Law 32 of 1927). For more than seven decades, numerous business organizations in different parts of the world have been using Panama corporations with success and safety.

The corporate purpose is broad, it is allowed to engage in any legal business. The subscription of the capital nor the disbursement is required to start its activities. Business can be carried out in Panama or anywhere in the world. A certain number of shareholders is not required, the shares can be bearer.

The law does not require any correlation between the capital paid up and the value of the assets of the company.

Directors and dignitaries can be of any nationality. The coincidence of three natural persons is required to integrate the board of directors. Meetings of the board of directors and shareholders can take place in any country in the world.

The companies will only pay income taxes in Panama for income from lucrative activities carried out in the country. Any income obtained outside of Panama does not pay income tax.

We offer the details required for the organization of a Panamanian Corporation:

1. The name of the company.

2. The specific objects of the company.

3. The amount of authorized share capital

4. The type of actions

5. The law requires a minimum of three (3) directors, The full names of the first dignitaries:

6. Name and address of the Resident Agent

7. Domicile of the Company

The collection of information that we provide within this brochure, collects the different aspects that it contains from the conception of the formation of a Public Limited Company, the different steps within the realization of it, and we can even compare the small differences that arise from the geographical location of the request, in terms of the days (in real terms) that the entire process takes, since the Law expresses, in terms of the Mercantile Registry, that this department is located in the capital of the Republic, the local offices of the Public Registry, in this sense, are only receivers and transmitters, thus channeling the procedure.

With all security, those of us who have been participants in the curricular unit: Commercial Law until today, we managed to clear up the questions that we had in this regard.

We explain the creation of the minute and the criteria to carry it out, the protocolization of the Articles of Incorporation before the Notary's Office and the final registration process before the Public Registry.

In reality, most of these Societies are formed with the objective of operating through a commercial patent, although we do not explain the procedure here, these patents are issued by the Ministry of Commerce and Industry, the tax is paid at the Treasury. In order to obtain the Single Taxpayer Registry (RUC), a document must be filled out at the Treasury and the Single Tax must be paid. Once all these steps have been completed, the “RU C” is assigned. And the check digit "DV"

I- FORMATION OF PUBLIC LIMITED COMPANIES

Panamanian corporations may be organized by two or more persons of legal age (who may be Panamanians or foreigners), as well as legal entities, for any lawful purpose for which the subscribers or incorporators subscribe at least one share each, of the authorized social capital of the corporation in formation.

Steps required for the organization of a Panamanian company:

• The name of the company. It must include any of the following words or abbreviations: Corporation (Corp.); Incorporation (Inc.); o Sociedad Anónima (SA). Names in foreign languages ​​are allowed. The availability of names must be verified with the Public Registry. Name (s) available (s) can (s) be reserved (s) for a period of 30 days only, if desired, at a cost of B /.30.00 each.

• The specific objects of the company. Broad and general objects are generally used; however, mention may be made in the social pact of certain specific objects for which society is organized, if so desired.

• The amount of authorized capital stock, also indicating the number of shares and their respective par value (if no par value shares are used, then the government values ​​each share at B /.20.00, in order to calculate the registration fees, based on the authorized share capital).

• The type of shares - nominative and / or bearer, common and / or preferred, and the class of shares - class A or class B, (when relevant), with or without voting rights, as well as any rights and / or restriction that you want to establish.

• The law requires a minimum of three (3) directors, who can be natural or legal persons. Full names (initials are not allowed) and addresses are required for natural persons. For legal entities, full official name (s) and address (es) are required, together with a notarized and apostilled certification (or Panamanian consul authentication), from the competent authority of the jurisdiction (s)) corresponding (s), indicating that the entity is legally in force and who is its legal representative. If desired, local attorneys and management companies provide the services of directors on an annual fee basis.

• The full names of the first dignitaries: president, secretary and treasurer. These can be natural or legal persons. Vice presidents and other dignitaries are optional (one person can hold two positions, but the president should not serve as secretary at the same time, for practical reasons). Directors may also act as dignitaries. Directors and dignitaries do not have to be shareholders, Panamanian citizens, or residents of Panama.

• The duration of the company, which can be perpetual.

• Name and address of the Resident Agent (a local lawyer or law firm).

• Domicile of the company (registered address).

The registration fees on the authorized share capital are paid only once, at the time of registering the Articles of Incorporation in the Public Registry of Panama (Commercial Persons Section) based on the total authorized capital, according to the following rate:

• B /.50.00 (minimum) on the first B /.10,000.00

• 0.75 for B /.1,000.00 over the next 90,000.00

• 0.50 for B /.1,000.00 on the next 900,000.00

• 0.10 per B /.1,000.00 in excess of 1,000,000.00

• plus a 20% surcharge

ANNUAL MAINTENANCE CHARGES

There is an annual tax of B /.250.00 levied by the government for maintaining an active company, known as the annual partnership rate. Payments made three months after the date of incorporation are subject to a 20% surcharge.

MEETINGS

Shareholders' assemblies, directors or liquidators meetings may be held by telephone, fax or other electronic means.

A record must be made detailing how the communication was carried out and the approved resolutions.

Shareholders' assemblies and meetings of directors or liquidators by consent are also allowed, even when the document shows signatures in different places and dates.

DISSOLUTION

The voluntary formal dissolution of the company at any time is allowed. Shareholder approval is required at a meeting called for that purpose. The cost of this procedure is B /.550.00, including all expenses and fees.

In this case, a certificate of dissolution must be obtained and subsequently published in the Official Gazette and a local newspaper.

Specific liquidators may be appointed in order to conclude the company's business during the three years of the liquidation period established by law, which is convenient for companies that have operations abroad. Otherwise, the registered directors will act as trustees of the corporation for the purpose of liquidation.

II- STEPS TO CREATE A LIMITED COMPANY

1. Draft Minutes.

2. Discussion with the Dignitaries for their approval.

3. The approved Minute is sent to the Notary's Office to be notarized.

4. The duly notarized deed is registered in the Public Registry.

1- DRAFT MINUTE

We receive in our offices a request from a client for us to create a Public Limited Company. We proceed to fill in the data provided by the client, which is required by article 293 of the Commercial Code to draft the corresponding minute.

Graduate Cedí Ureña de Herrera

Telephone% 07- 996-5394 - cell 639-2953. E-mail [email protected] Calle Melitón Martín 2487- Chitré, Herrera, Panama

IN THE CITY OF CHITRÉ, head of the Herrera Province, REPUBLIC OF PANAMÁ, on the eighteenth (18) day of December two thousand and one (2001), Before me, LICENSED ZEDDY M. UREÑA DE HERRERA, woman, Panamanian, of legal age, married, practicing lawyer, bearer of personal identity card number seven-ninety-two-six hundred thirty-five (7-92-635), with offices located on Calle Melitón Martín in the city of Chitré, house number two thousand four hundred eighty seven (2487), where you receive personal notifications. Messrs. ROGELIO HERRERA GONZALEZ, male, Panamanian, of legal age, Professor, Journalist, resident of the city of Chitré, residing at Calle Jesús de Nazareno, house number one thousand five hundred and sixty-six (1566), married, and certified number seven-fifty-three-seven hundred thirty-four (7-53-734),and DALYS DEL CARMEN GALLARDO, woman, Panamanian, of legal age, resident of the city of Chitré, residing at Calle Jesús de Nazareno, house number one thousand five hundred sixty-six (1566), married, and ID number six-forty-one -Six hundred sixty-eight (6-41-668), to request that I offer my professional services in order to establish a public limited company and be its Resident Agent. Therefore we have preceded in accordance with the provisions of Law thirty-two (32) of one thousand nine hundred twenty-seven (1927), on public limited companies of the Republic of Panama, and to that effect adopt, establish, agree, and constitute the following Pact Social. FIRST: The name of the company is CREATIVIDAD PUBLICITARIA, SA-SECOND:The purposes or objectives for which the company is constituted consist of doing all or any of the things that are expressed below: A) Preparation of Programs, production of Ideas and Advertising in Radio, Cinema, Television, and Internet, B) Distribute and sell wholesale and / or retail the articles produced by the Company, C) Import and export to any part of the world, merchandise, products, raw materials and other effects of trade, D) Establish, manage and carry out in general the financing and investment business in all its branches and undertake and organize business, transactions or operations that are commonly carried out by financiers, capitalists, promoters, distributors and merchants as well as any other business that the company may advantageously carry out,E) Finance on its own account or that of third parties, industries and companies established or to be established in the terms and under the conditions that the Board of Directors deems appropriate and enter into any agreement on profit sharing, union of interests or cooperation by any person, firm, association or partnership, F) Issue bonds, bills of exchange, promissory notes, and other securities in exchange for cash, services rendered, real or personal rights, or any combination thereof. G) Buy, sell or in any other way acquire and dispose, for oneself or for a third party, you come movable or immovable of any description and invest the capital and the income of the company in the purchase of the same, as well as mortgage them or pledge them to guarantee the breach of the Company's obligations,All powers that they will exercise in the manner and in the time that the Board of Directors deems appropriate. H) Celebrate and execute contracts of all kinds, for any lawful purpose, as well as in general all kinds of legal acts, whether or not they are related to the aforementioned social objectives. I) Apply for bank loans with or without a mortgage or pledge to open checking accounts or other types of accounts and draw against them. J) Establish, manage, and carry out in general any other lawful businesses that are allowed by the laws of the Republic of Panama, for which the company will have the rights and powers that Article nineteen (19) of Law thirty and two (32) of one thousand nine hundred twenty-seven (1927), confers on the Public Limited Companies of the Republic of Panama,as well as any other rights and powers that may be granted by other laws, all purposes that the company may carry out within or outside the territory of the Republic of Panama.--– THIRD: This company shall have its domicile in the city of Panama, Province of Panama, Republic of Panama, but may establish in other places within and outside the country, the branches, which it deems appropriate in accordance with the rules prescribed in this Articles of Incorporation and the laws of the Republic of Panama. FOURTH: The Capital Stock of the company will be TEN THOUSAND BALBOAS (10,000.00), divided into ONE HUNDRED (100) nominative common shares with the right to voice and vote, each share with a value of ONE HUNDRED BALBOAS (100.00), each. All shares will have the same rights and privileges,and each one will have one (1) vote in all General Shareholders' Meetings. Without prejudice to what the Bylaws determine in this regard, the share certificates will be signed by the President and the Secretary of the Company and will not be issued until they are fully paid and released. FIFTH: In the event that some of the minority shareholders wish to sell or in any way dispose of their shares or part of them, they must first offer them to the majority shareholder who will have a period of thirty (30) calendar days to assert this right. preference, and if it does, this preferential right will be held by the other minority shareholders, during the next thirty (30) days, in proportion to the shares they own.After the last term, said right will be held by the company, for the same term and once it has expired, the shareholder in question may freely dispose of their shares, if the beneficiaries with said preferential right had not exercised it within their respective terms. Notification of the desire to sell must be made in writing to the President, and the transfer of shares in which this procedure has not been observed will be void. A majority shareholder is considered to be who owns at least fifty-one percent (51%) of the issued and outstanding shares, who may acquire all or part of the issued and outstanding shares, who may acquire all or part of the shares that are offered for sale. In case of death, interdiction or in any similar case that affects one of the shareholders,the other shareholders or the company may acquire their shares in the manner established in this Article. The sale value of the shares it owns, without the aforementioned restrictions. In the event of the issuance of new shares, the shareholders will have a preferential right to subscribe them, in proportion to the shares they hold in the company on the respective date, subject to the conditions related to their price and form of payment agreed by the Shareholders' Meeting called. For that purpose. SIXTH: The duration of the Company will be Perpetual but it may be dissolved or liquidated, at any time, by the favorable vote of the shareholders representing at least fifty-one percent (51%) of the issued and outstanding shares,vote that must be cast in an Extraordinary General Shareholders' Meeting specially convened for this purpose. SEVENTH: The Shareholders will have the right to speak and vote in the ordinary or extraordinary sessions of the General Shareholders' Meeting, as long as the shares they represent are released and paid in full. Each share that is in this situation will have the right to one vote. EIGHTH: The General Assembly of shareholders constitutes the Supreme Power of the Company, being able to remove, at any time, the directors and dignitaries, confer all kinds of powers and authorize any act related to the corporate dates, but at no time may, for a majority vote, deprive shareholders of the rights they have acquired,nor impose resolutions contrary to this Articles of Incorporation or the Statutes that are approved. NINETH:

To sell the business or businesses of the company or tax them in any way, the approval of fifty-one percent (51%) of the shareholders, with the right to vote, meeting in an Extraordinary General Assembly, will be necessary, but the company can sell, lease, or dispose of the assets that constitute your business or commercial line, without any restriction. TENTH: The dissolution and its liquidation will take place when l9ol requests a majority that represents fifty-one percent (51%) of the shares issued with voting rights, resolved in a General Shareholders' Meeting called for that purpose. The dissolution and liquidation of the company will also take place when it has lost fifty percent (50%) of its share capital. ELEVENTH:In no case may the Board of Directors deprive the shareholders of their acquired rights or impose resolutions on them that violate the Articles of Incorporation, the Bylaws or the Law. TWELVE: Any person may contract and do business or operations with the company even if they are shareholders, directors and its dignitaries provided that the latter two (2) state their interest in said act or operation before the meeting that authorizes such act or contract. THIRTEENTH: The Supreme Power of the company resides in the General Meeting of Shareholders, who will meet at the office of the Company located in the city of Chitré, Herrera Province, Republic of Panama, on September thirty (30), every two (2) years, counted from the registration of this Articles of Incorporation in the Public Registry. FOURTEENTH:The Company will be directed and administered by a Board of Directors composed of three or more Directors who do not necessarily have to be shareholders. The Directors will be appointed by the General Shareholders' Meeting in ordinary or extraordinary session, as appropriate, by majority vote in the following manner: A President Director, a Secretary Director, a Treasurer Director, and a Vocal Director. A Director may hold one or more positions on the Board of Directors of the Society. FIFTEENTH: The Directors will be appointed for a period of two (2) years, but may be removed when so decided by the majority of the registered shareholders with the right to speak and vote and meet at the Extraordinary General Meeting of the Shareholders with the right to speak. that represent half plus one of the capital stock. SIXTEENTH:The first Board of Directors will last two (2) years in its functions or until it is replaced or dismissed by decision of the Extraordinary General Meeting of Shareholders. The First Directors of the Board of Directors are ROGELIO HERRERA GONZALEZ, DALYS DEL CARMEN GALLARDO, and ITZEL SORAYA GRAELL UREÑA, all residing at Calle Jesús de Nazareno house number one thousand five hundred sixty-six (1566), from the city of Chitré, Province of Herrera, Republic of Panama. The First Dignitaries of the Company with their respective positions as follows: President and Legal Representative ROGELIO HERRERRA GONZALEZ, Secretary-Treasurer Director: DALYS DEL CARMEN GALLARDO, Vocal Director, ITZEL SORAYA GRAELL UREÑA, woman, Panamanian, of legal age, single, with address at Calle Jesús de Nazareno house number one thousand five hundred sixty-six (1566),of the city of Chitré, Province of Herrera, Republic of Panama, with personal identity card number six-seven hundred two-four hundred sixty-four (6-702-464). The subscribers of this Articles of Incorporation agree to subscribe shares as follows: ROGELIO HERRERA GONZALEZ, FIFTY (50) Shares, and DALYS DEL CARMEN GALLARDO, fifty (50) shares, SEVENTEENTH: The Board of Directors will meet as often as convened by the President Director or by majority vote representing fifty-one percent (51%) of the members of the Board of Directors. The call will be made twenty-four hours in advance and will be carried out with the members who attend if there is a quorum or half plus one. DECUMO EIGHTH:The Board of Directors will designate the Banks in which the funds of the company must be kept by persons, whether singular or plural, or jointly authorized, to sign, withdraw funds from the Bank, promissory notes, discount of obligations or any document or negotiable contract. NINETEENTH: The Chief Executive Officer is the Legal Representative of the Company, he will also have the legal representation of the Company, and will act on its behalf, having broad and sufficient powers to contract obligations on its behalf, accept documents, write checks, issue promissory notes, grant credits and carry out all kinds of commercial operations for which the approval of the Board of Directors is not required. He may himself authorize any dignitary to sign a check.The President shall preside over all the meetings of the Board of Directors and also of the General Shareholders' Meeting in charge of the supervision and care of the Company's business, together with the other directors and dignitaries. The Director Treasurer will take, give accounts and provide the reports that the dignitaries request. The Director Treasurer will also deposit the funds of the company in the Banks that have been chosen for that purpose, and will also pay the amount that the company is in duty to pay and will receive the payment vouchers, will also keep the appropriate accounting, registration and movement of the society. The Secretary Director will sign the notice for the call of the shareholders for the Extraordinary General Assembly any other summons that may take place, including the meetings of the Board of Directors,He will keep the Minutes of each session and will keep the votes cast in the elections of directors, he will keep all the correspondence of the company and will keep them perfectly legalized and will keep in order, will provide and give to the Directors and shareholders as many reports under his charge they request and It will also keep duly registered books of the Circuit Court of the Civil Branch, a book that will be called "MINUTES" in which everything that happened in the meetings of the Board of Directors and of the Shareholders' Assemblies will be recorded succinctly. The Secretary Director will also keep another book called the “SHARE REGISTRATION BOOK” in which the names of the people who own shares, address, and indication of the amount corresponding to each shareholder will be subscribed.The President Director will be replaced by the Secretary Director in his absolute or temporary absences and will exercise the functions of the Substituted Directors while he is replacing him and his absolute or temporary absence of the President and the Secretary will provisionally occupy the position of President, any other person that he chooses to For those purposes, the Extraordinary Shareholders' Meeting. TWENTIETH:The amendments to this Articles of Incorporation and the bylaws of the company may only be modified by the General Assembly of Shareholders on an extraordinary basis and previously cited by the Board of Directors for the Reform of the Articles of Incorporation and the by-laws to be valid and effective. suido approved at the General Shareholders' Meeting or by decision of fifty-one percent (51%) of the concurrent shares with the right to speak and vote. TWENTY-FIRST: The General Shareholders' Meeting is empowered to appoint a General Manager of the businesses or grant him General Power of Attorney to carry out the representation of the company. TWENTY-SECOND: The Resident Agent of the Company will be the Lawyer ZEDDY M. UREÑA DE HERRERA, woman, Panamanian, of legal age, married, practicing lawyer,bearer of personal identity card number seven-ninety-two-six hundred thirty-five (7-92-635), with offices located on Calle Melitón Martín in the city of Chitré, house number two thousand four hundred eighty-seven (2487), where you receive personal notifications, who accepts the position.------------------------

(Signed) Licensed ZEDDY M. UREÑA DE HERRERA

(Signed) ROGELIO HERRERA GONZALEZ.-- DALYS DEL CARMEN GALLARDO

2- DISCUSSION WITH THE OFFICERS FOR THEIR APPROVAL

Once the minute has been discussed with the Dignitaries, after it has been read and approved, this minute is brought before the Notary Public who will proceed to formalize it in writing.

3- THE APPROVED MINUTE, IS SENT TO A NOTARY TO PROTOCOLIZE IT.

The Notary's Office charges between notarial paper and notarial services B /.80.00, in this particular case.

Below is the notarized deed with their stamps and signatures:

4- THE DEED PROPERLY NOTARIED IS REGISTERED IN THE PUBLIC REGISTRY.

Once the deed is formalized, it is taken to the offices of the Herrera Public Registry so that the amount and breakdown to be paid in the National Bank can be indicated. The cost of registration is B /.60.00 described as follows:

  • Registration Rights B /.50.00 Qualification Rights B /.10.00

Total B /.60.00

Payment is made by deposit to account No. 059900323 of the Public Registry of Panama in the National Bank where there is already printed slip for that account.

With the payment slip, the entry of the deed to the Public Registry of Herrera is recorded and they give us the approximate date of delivery of the approval or rejection of the Articles of Incorporation, in Chitré it is not more than 6 business days. The offices of the Public Registry of Herrera only receive the deeds that are going to be registered, the Registry that concerns us "Mercantile Registry" has its offices in Panama City.

The deed is stamped upon entry to the provincial Public Registry, in the offices of the Mercantile Registry of Panama City, its registration is registered with the assigned File and Document number.

This deed, which is the Articles of Incorporation, is duly registered and constituted as the Public Limited Company.

Then the writing with its stamps and rubrics

. Notary's stamp

Los Santos Circuit

REPUBLIC OF PANAMA

CIRCUIT NOTARY

PROVINCE OF LOS SANTOS

Licdo. Jose De Leon

NOTARY

Telefax: 994-9159

Joaquin Pablo Franco Street

Cell: 688-4082

In front of the Belisario Porras Model School

P.O. Box 370

Las Tablas, Los Santos

Estafeta - Chitré

Rep. Of Panama

Herrera - Rep. Of Panama

E-mail: jaimeruiz @ cwp..net.pa

COPY

DEED No. 992 OF DECEMBER 19, 2001.

BY WHICH: The Public Limited Company called

CREATIVIDAD PUBLICITARIA, SA, domiciled in the city of Chitré, Province of Herrera, Republic of Panama.

REPUBLIC OF PANAMA

National Stamp B /.4.00 NOTARIAL PAPER NOTARIAL SEAL

NOTARY OF THE CIRCUIT OF SAINTS

Las Tablas, Republic of Panama

PUBLIC DEED NUMBER NINE HUNDRED NINETY TWO …………….. (992)

By which a public limited company called CREATIVIDAD PUBLICITARIA, SA is established with domicile in the city of Chitré, Province of Herrera, Republic of Panama …………………………………………………………… …………………………………….

…………………………………… The Tables December 19, 2001 ………………………………………..

IN THE CITY OF LAS TABLAS, head of the Province and of the Notarial Circuit of Los Santos, REPUBLIC OF PANAMA, on the nineteenth (19) day of December two thousand and one (2001), Before me, LICENSED JAIME ANTONIO RUIZ, NOTARY PUBLIC OF THE CIRCUIT OF THE SAINTS, certificate number seven-ninety-seven-thirty-eight (7-97-38), and before the instrumental witnesses Messrs. DAMINIA MARIA CAMPOS ESPINOSA, and YENNY GISSELLY RODRÍGUEZ CAMPOS, women, Panamanians, older than age, residents of this city, and registered in their order numbers six-forty-eight-two thousand fifteen (6-48-2015), and six-seven hundred three-thousand nine hundred ninety-three (6-703-1993), people whom I know and are able to testify: Messrs. ROGELIO HERRERA GONZALEZ, male, Panamanian, of legal age, Professor, Journalist,resident of the city of Chitré, domiciled at Calle Jesús de Nazareno, house number one thousand five hundred sixty-six (1566), in transit through this city, married, and identification number seven-fifty-three-seven hundred thirty-four (7- 53-734), and DALYS DEL CARMEN GALLARDO, woman, Panamanian, of legal age, a neighbor of the city of Chitré, residing at Calle Jesús de Nazareno, house number one thousand five hundred sixty-six (1566), in transit through this city, married, and ID number six-forty-one-six hundred sixty-eight (6-41-668), people to whomneighbor of the city of Chitré, with address at Calle Jesús de Nazareno, house number one thousand five hundred sixty-six (1566), in transit through this city, married, and ID number six-forty-one-six hundred sixty-eight (6- 41-668), people whomneighbor of the city of Chitré, with address at Calle Jesús de Nazareno, house number one thousand five hundred sixty-six (1566), in transit through this city, married, and ID number six-forty-one-six hundred sixty-eight (6- 41-668), people whom

REPUBLIC OF PANAMA

National Stamp B /.4.00 NOTARIAL PAPER NOTARIAL SEAL

NOTARY OF THE CIRCUIT OF SAINTS

Las Tablas, Republic of Panama

I know and in their own names, they asked me to extend this Public Deed in order to constitute a corporation with Law thirty-two (32) of one thousand nine hundred twenty-seven (927), on public limited companies of the Republic of Panama, and to that effect adopt, establish, agree, and constitute the following Articles of Incorporation. FIRST: The name of the company is CREATIVIDAD PUBLICITARIA, SA-SECOND: The purposes or objectives for which the company is constituted consist of doing all or any of the things that are expressed below: A) Preparation of Programs, production of Ideas and Advertising on Radio, Cinema, Television, and Internet, B) Distribute and sell wholesale and / or retail the articles produced by the Company, C) Import and export to any part of the world, merchandise, products,raw materials and other effects of trade, D) Establish, manage and carry out in general the business of financing and investments in all its branches and undertake and organize business, transactions or operations that are commonly carried out by financiers, capitalists, promoters, distributors and merchants as well as any other businesses that the company may advantageously carry out, E) Financing on its own account or that of third parties, industries and companies established or to be established in the terms and under the conditions that the Board of Directors deems appropriate and enter into any agreement on profit sharing, union of interests or cooperation by any person, firm, association or society, F) Issue bonds, bills of exchange, promissory notes, and other securities in exchange for cash,services provided, real or personal rights, or any combination thereof. G) Buy, sell or in any other way acquire and dispose, for yourself or for a third party, you come furniture or real estate of any description, invest the capital and the income of the company in the purchase of the same, as well as mortgage or give them in pledge to guarantee the breach of the obligations of the Company, all powers that will be exercised in the form and in the time that the Board of Directors deems it convenient.as well as mortgaging them or pledging them to guarantee the breach of the Company's obligations, all of which will be exercised in the manner and for the time that the Board of Directors deems appropriate.as well as mortgaging them or pledging them to guarantee the breach of the Company's obligations, all of which will be exercised in the manner and for the time that the Board of Directors deems appropriate.

REPUBLIC OF PANAMA

National Stamp B /.4.00 NOTARIAL PAPER NOTARIAL SEAL

NOTARY OF THE CIRCUIT OF SAINTS

Las Tablas, Republic of Panama

H) Celebrate and execute contracts of all kinds, for any lawful purpose, as well as in general all kinds of legal acts, whether or not they are related to the aforementioned social objectives. I) Apply for bank loans with or without collateral

mortgage or pledge to open current accounts or of other species and turn against them. J) Establish, manage, and carry out in general any other lawful businesses that are allowed by the laws of the Republic of Panama, for which the company will have the rights and powers that Article nineteen (19) of Law thirty and two (32) of one thousand nine hundred twenty-seven (1927), confers on the Public Limited Companies of the Republic of Panama, as well as any other rights and powers that may be granted by other laws, all purposes that the company may carry out within or outside the territory of the Republic of Panama.--– THIRD: This company shall have its domicile in the city of Panama, Province of Panama, Republic of Panama, but may establish in other places within and outside the country, branches,that it deems appropriate in accordance with the rules prescribed in this Articles of Incorporation and the laws of the Republic of Panama. FOURTH: The Capital Stock of the company will be TEN THOUSAND BALBOAS (10,000.00), divided into ONE HUNDRED (100) nominative common shares with the right to voice and vote, each share with a value of ONE HUNDRED BALBOAS (100.00), each. All the shares will have the same rights and privileges, and each one will have one (1) vote at all General Shareholders' Meetings. Without prejudice to what the Bylaws determine in this regard, the share certificates will be signed by the President and the Secretary of the Company and will not be issued until they are fully paid and released.The Company's Capital Stock will be TEN THOUSAND BALBOAS (10,000.00), divided into ONE HUNDRED (100) common registered shares with the right to voice and vote, each share with a value of ONE HUNDRED BALBOAS (100.00), each. All the shares will have the same rights and privileges, and each one will have one (1) vote at all General Shareholders' Meetings. Without prejudice to what the Bylaws determine in this regard, the share certificates will be signed by the President and the Secretary of the Company and will not be issued until they are fully paid and released.The Company's Capital Stock will be TEN THOUSAND BALBOAS (10,000.00), divided into ONE HUNDRED (100) common registered shares with the right to voice and vote, each share with a value of ONE HUNDRED BALBOAS (100.00), each. All the shares will have the same rights and privileges, and each one will have one (1) vote at all General Shareholders' Meetings. Without prejudice to what the Bylaws determine in this regard, the share certificates will be signed by the President and the Secretary of the Company and will not be issued until they are fully paid and released.and each one will have one (1) vote in all General Shareholders' Meetings. Without prejudice to what the Bylaws determine in this regard, the share certificates will be signed by the President and the Secretary of the Company and will not be issued until they are fully paid and released.and each one will have one (1) vote in all General Shareholders' Meetings. Without prejudice to what the Bylaws determine in this regard, the share certificates will be signed by the President and the Secretary of the Company and will not be issued until they are fully paid and released.

REPUBLIC OF PANAMA

National Stamp B /.4.00 NOTARIAL PAPER NOTARIAL SEAL

NOTARY OF THE CIRCUIT OF SAINTS

Las Tablas, Republic of Panama

FIFTH: In the event that some of the minority shareholders wish to sell or in any way dispose of their shares or part of them, they must first offer them to the majority shareholder who will have a period of thirty (30) calendar days to assert this right. preference, and if it does, this preferential right will be held by the other minority shareholders, during the next thirty (30) days, in proportion to the shares they own. After the last term, said right will be held by the company, for the same term and once it has expired, the shareholder in question may freely dispose of their shares, if the beneficiaries with said preferential right had not exercised it within their respective terms. Notification of the desire to sell must be made in writing to the President,and the transfer of shares in which this procedure has not been observed will be null. A majority shareholder is considered to be who owns at least fifty-one percent (51%) of the issued and outstanding shares, who may acquire all or part of the issued and outstanding shares, who may acquire all or part of the shares that are offered for sale. In the event of death, interdiction or in any similar case that affects one of the shareholders, the other shareholders or the company, it may acquire its shares in the manner established in this Article. The sale value of the shares it owns, without the aforementioned restrictions.A majority shareholder is considered to be who owns at least fifty-one percent (51%) of the issued and outstanding shares, who may acquire all or part of the issued and outstanding shares, who may acquire all or part of the shares that are offered for sale. In the event of death, interdiction or in any similar case that affects one of the shareholders, the other shareholders or the company, it may acquire its shares in the manner established in this Article. The sale value of the shares it owns, without the aforementioned restrictions.A majority shareholder is considered to be who owns at least fifty-one percent (51%) of the issued and outstanding shares, who may acquire all or part of the issued and outstanding shares, who may acquire all or part of the shares that are offered for sale. In the event of death, interdiction or in any similar case that affects one of the shareholders, the other shareholders or the company, it may acquire its shares in the manner established in this Article. The sale value of the shares it owns, without the aforementioned restrictions.the other shareholders or the company may acquire their shares in the manner established in this Article. The sale value of the shares it owns, without the aforementioned restrictions.the other shareholders or the company may acquire their shares in the manner established in this Article. The sale value of the shares it owns, without the aforementioned restrictions.

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NOTARY OF THE CIRCUIT OF SAINTS

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In the event of the issuance of new shares, the shareholders will have a preferential right to subscribe them, in proportion to the shares they hold in the company on the respective date, subject to the conditions related to their price and form of payment agreed by the Shareholders' Meeting called. For that purpose. SIXTH: The duration of the Company will be Perpetual but it may be dissolved or liquidated, at any time, by the favorable vote of the shareholders representing at least fifty-one percent (51%) of the issued and outstanding shares, vote that must be cast in an Extraordinary General Shareholders' Meeting specially convened for this purpose. SEVENTH: The Shareholders will have the right to voice and vote in the ordinary or extraordinary sessions of the General Shareholders' Meeting,as long as the shares they represent are released and paid in full. Each share that is in this situation will have the right to one vote. EIGHTH: The General Assembly of shareholders constitutes the Supreme Power of the Company, being able to remove, at any time, the directors and dignitaries, confer all kinds of powers and authorize any act related to the corporate events, but at no time may, for a majority vote, deprive the shareholders of the rights they have acquired, or impose resolutions contrary to this Articles of Incorporation or the By-laws that are approved. NINTH: To sell the business or businesses of the company or encumber them in any way, the approval of fifty-one percent (51%) of the shareholders, with voting rights, will be necessary.meeting in an Extraordinary General Assembly, but the company can sell, lease, or dispose of the assets that constitute its business or commercial line, without any restriction. TENTH: The dissolution and its liquidation will take place when requested by a majority that represents fifty-one percent (51%) of the issued shares with voting rights, resolved in a General Shareholders' Meeting called for that purpose. The dissolution and liquidation of the company will also take place when it has lost fifty percent (50%) of its share capital. ELEVENTH: In no case will theThe dissolution and its liquidation will take place when requested by a majority representing fifty-one percent (51%) of the issued shares with voting rights, resolved in a General Shareholders' Meeting called for that purpose. The dissolution and liquidation of the company will also take place when it has lost fifty percent (50%) of its share capital. ELEVENTH: In no case will theThe dissolution and its liquidation will take place when requested by a majority representing fifty-one percent (51%) of the issued shares with voting rights, resolved in a General Shareholders' Meeting called for that purpose. The dissolution and liquidation of the company will also take place when it has lost fifty percent (50%) of its share capital. ELEVENTH: In no case will the

REPUBLIC OF PANAMA

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NOTARY OF THE CIRCUIT OF SAINTS

Las Tablas, Republic of Panama

The Board of Directors may deprive the shareholders of their acquired rights or impose resolutions on them that violate the Articles of Incorporation, the Bylaws or the Law. TWELFTH: Any person can contract and do business or operations with the company, even if they are shareholders, directors and officers of it provided that the latter two (2) state their interest in said act or operation before the meeting that authorizes such act or contract. THIRTEENTH: The Supreme Power of the company resides in the General Meeting of Shareholders, who will meet at the office of the Company located in the city of Chitré, Herrera Province, Republic of Panama, on September thirty (30), every two (2) years, counted from the registration of this Articles of Incorporation in the Public Registry. FOURTEENTH:The Company will be directed and administered by a Board of Directors composed of three or more Directors who do not necessarily have to be shareholders. The Directors will be appointed by the General Shareholders' Meeting in ordinary or extraordinary session, as appropriate, by majority vote in the following manner: A President Director, a Secretary Director, a Treasurer Director, and a Vocal Director. A Director may hold one or more positions on the Board of Directors of the Society. FIFTEENTH: The Directors will be appointed for a period of two (2) years, but may be removed when so decided by the majority of the registered shareholders with the right to speak and vote and meet at the Extraordinary General Meeting of the Shareholders with the right to speak. that represent half plus one of the capital stock.

REPUBLIC OF PANAMA

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NOTARY OF THE CIRCUIT OF SAINTS

Las Tablas, Republic of Panama

SIXTEENTH: The first Board of Directors will last two (2) years in office or until it is replaced or dismissed by decision of the Extraordinary General Meeting of Shareholders. The First Directors of the Board of Directors are ROGELIO HERRERA GONZÁLEZ, DALYS DEL CARMEN GALLARDO, and ITZEL SORAYA GRAELL UREÑA, all residing at Calle Jesús de Nazareno house number one thousand five hundred sixty-six (1566), from the city of Chitré, Province of Herrera, Republic of Panama. The First Dignitaries of the Company with their respective positions as follows: President and Legal Representative ROGELIO HERRERRA GONZALEZ, Secretary-Treasurer Director: DALYS DEL CARMEN GALLARDO, Vocal Director, ITZEL SORAYA GRAELL UREÑA, woman, Panamanian, of legal age, single, with address at Calle Jesús de Nazareno house number one thousand five hundred sixty-six (1566),of the city of Chitré, Province of Herrera, Republic of Panama, with personal identity card number six-seven hundred two-four hundred sixty-four (6-702-464). The subscribers of this Articles of Incorporation agree to subscribe shares as follows: ROGELIO HERRERA GONZALEZ, FIFTY (50) Shares, and DALYS DEL CARMEN GALLARDO, fifty (50) shares, SEVENTEENTH: The Board of Directors will meet as often as convened by the President Director or by majority vote representing fifty-one percent (51%) of the members of the Board of Directors. The call will be made twenty-four hours in advance and will be carried out with the members who attend if there is a quorum or half plus one. DECUMO EIGHTH: Thewith personal identity card number six-seven hundred two-four hundred sixty-four (6-702-464). The subscribers of this Articles of Incorporation agree to subscribe shares as follows: ROGELIO HERRERA GONZALEZ, FIFTY (50) Shares, and DALYS DEL CARMEN GALLARDO, fifty (50) shares, SEVENTEENTH: The Board of Directors will meet as often as convened by the President Director or by majority vote representing fifty-one percent (51%) of the members of the Board of Directors. The call will be made twenty-four hours in advance and will be carried out with the members who attend if there is a quorum or half plus one. DECUMO EIGHTH: Thewith personal identity card number six-seven hundred two-four hundred sixty-four (6-702-464). The subscribers of this Articles of Incorporation agree to subscribe shares as follows: ROGELIO HERRERA GONZALEZ, FIFTY (50) Shares, and DALYS DEL CARMEN GALLARDO, fifty (50) shares, SEVENTEENTH: The Board of Directors will meet as often as convened by the President Director or by majority vote representing fifty-one percent (51%) of the members of the Board of Directors. The call will be made twenty-four hours in advance and will be carried out with the members who attend if there is a quorum or half plus one. DECUMO EIGHTH: TheROGELIO HERRERA GONZALEZ, FIFTY (50) Shares, and DALYS DEL CARMEN GALLARDO, fifty (50) shares, SEVENTEENTH: The Board of Directors will meet as many times as convened by the President Director or by a majority of votes representing fifty-one per one hundred (51%) of the members of the Board of Directors. The call will be made twenty-four hours in advance and will be carried out with the members who attend if there is a quorum or half plus one. DECUMO EIGHTH: TheROGELIO HERRERA GONZALEZ, FIFTY (50) Shares, and DALYS DEL CARMEN GALLARDO, fifty (50) shares, SEVENTEENTH: The Board of Directors will meet as many times as convened by the President Director or by a majority of votes representing fifty-one per one hundred (51%) of the members of the Board of Directors. The call will be made twenty-four hours in advance and will be carried out with the members who attend if there is a quorum or half plus one. DECUMO EIGHTH: TheThe call will be made twenty-four hours in advance and will be carried out with the members who attend if there is a quorum or half plus one. DECUMO EIGHTH: TheThe call will be made twenty-four hours in advance and will be carried out with the members who attend if there is a quorum or half plus one. DECUMO EIGHTH: The

REPUBLIC OF PANAMA

National Stamp B /.4.00 NOTARIAL PAPER NOTARIAL SEAL

NOTARY OF THE CIRCUIT OF SAINTS

Las Tablas, Republic of Panama

The Board of Directors will designate the Banks in which the funds of the company must remain, the persons, whether singular or plural, or jointly authorized, to sign, withdraw funds from the Bank, promissory notes, discounts of obligations or any document or negotiable contract. NINETEENTH: The Chief Executive Officer is the Legal Representative of the Company, he will also have the legal representation of the Company, and will act on its behalf, having broad and sufficient powers to contract obligations on its behalf, accept documents, write checks, issue promissory notes, grant credits and carry out all kinds of commercial operations for which you will not need the approval of the Board of Directors. You may by yourself authorize any dignitary to sign a check.The President shall preside over all the meetings of the Board of Directors and also of the General Shareholders' Meeting in charge of the supervision and care of the Company's business, together with the other directors and dignitaries. The Director Treasurer will take, give accounts and provide the reports that the dignitaries request. The Director Treasurer will also deposit the funds of the company in the Banks that have been chosen for that purpose, and will also pay the amount that the company is in duty to pay and will receive the payment vouchers, will also keep the appropriate accounting, registration and movement of the society. The Secretary Director will sign the notice for the call of the shareholders for the Extraordinary General Assembly any other summons that may take place, including the meetings of the Board of Directors,He will keep the Minutes of each session and will keep the votes cast in the elections of directors, he will keep all the correspondence of the company and will keep them perfectly legalized and will keep in order, will provide and give to the Directors and shareholders as many reports under his charge they request and It will also keep duly registered books of the Circuit Court of the Civil Branch, a book that will be called "MINUTES" in which everything that happened in the meetings of the Board of Directors and of the Shareholders' Assemblies will be recorded succinctly. The Secretary Director will also keep another book that iswill lend and give to the Directors and shareholders as many reports as they request and will also keep duly registered books of the Circuit Court of the Civil Branch, a book that will be called "MINUTES" in which everything that happened will be succinctly recorded in the meetings of the Board of Directors and the Shareholders' Assemblies. The Secretary Director will also keep another book that iswill lend and give to the Directors and shareholders as many reports as they request and will also keep duly registered books of the Circuit Court of the Civil Branch, a book that will be called "MINUTES" in which everything that happened will be succinctly recorded in the meetings of the Board of Directors and the Shareholders' Assemblies. The Secretary Director will also keep another book that is

REPUBLIC OF PANAMA

National Stamp B /.4.00 NOTARIAL PAPER NOTARIAL SEAL

NOTARY OF THE CIRCUIT OF SAINTS

Las Tablas, Republic of Panama

it will be called "SHARE REGISTRATION BOOK" in which the names of the people who own shares, address, indication of the amount corresponding to each shareholder will be subscribed. The President Director will be replaced by the Secretary Director in his absolute or temporary absences and will exercise the functions of the Substituted Directors while he is replacing him and his absolute or temporary absence of the President and the Secretary will provisionally occupy the position of President, any other person that he chooses to For those purposes, the Extraordinary Shareholders' Meeting. TWENTIETH:The amendments to this Articles of Incorporation and the bylaws of the company may only be modified by the General Assembly of Shareholders on an extraordinary basis and previously cited by the Board of Directors for the Reform of the Articles of Incorporation and the statutes to be valid and effective. been approved at the General Shareholders' Meeting or by decision of fifty-one percent (51%) of the concurrent shares with the right to voice and vote. TWENTY-FIRST: The General Shareholders' Meeting is empowered to appoint a General Manager of the businesses or grant him General Power of Attorney to carry out the representation of the company. TWENTY-SECOND: The Resident Agent of the Company will be the Lawyer ZEDDY M. UREÑA DE HERRERA, woman, Panamanian, of legal age, married, practicing lawyer,bearer of personal identity card number seven-ninety-two-six hundred thirty-five (7-92-635), with offices located on Calle Melitón Martín in the city of Chitré, house number two thousand four hundred eighty-seven (2487), where you receive personal notifications, who accepts the position.---------------

It is hereby stated that this minute has been endorsed by Lawyer ZEDDY M. UREÑA DE HERRERA, certified number seven-ninety-two-six hundred thirty-five (7-92-635), a practicing lawyer. -----– (signed) Licensed ZEDDY M. UREÑA DE

REPUBLIC OF PANAMA

National Stamp B /.4.00 NOTARIAL PAPER NOTARIAL SEAL

NOTARY OF THE CIRCUIT OF SAINTS

Las Tablas, Republic of Panama

HERRERA: --- I READ this instrument to those appearing in the presence of the aforementioned instrumental witnesses, all found it satisfied and gave their approval, signing for the record by all and by Before me, the Notary I attest. The order number that corresponds to it is NINE HUNDRED NINETY TWO (992), and I notice its registration in the branch office.-----– (signed) ROGELIO HERRERA GONZALEZ.---- DALYS DEL CARMEN GALLARDO.- - DAMINIA Ma. CAMPOS E.----- YENNY G. RODRÍGUEZ C.----- LICENSED JAIME ANTONIO RUIZ, NOTARY PUBLIC OF THE SAINTS. This copy is faithful to its original, which I issue, seal and sign today in the city of Las Tablas, on the nineteenth (19) day of December two thousand and one (2001).

Rubric

LIC. JAIME ANTONIO RUIZ

NOTARY PUBLIC OF SAINTS

Seal of the Notary of

Los Santos Circuit

III- LEGAL PROVISIONS:

Title VIII Of the Commercial Companies. Chapter I General Provisions. Commercial Code

Article 249:

Two or more natural or legal persons may form a company of any type or one or more of them may be shareholders, directors, officers, administrators, proxies or liquidators of the same.

Article 250:

Commercial companies will be governed in accordance with the bidding stipulations of the respective contract and the provisions of this Code.

Article 251:

The mercantile company constituted in accordance with the provisions of this Code, will have its own legal personality different from that of the partners for all its acts and contracts.

The law will not recognize the existence of companies that are not constituted in accordance with the procedures and formalities prescribed by it; However, the nullity of the partnership agreement or its dissolution will not harm the actions that correspond to third parties in good faith against each and every one of the associates due to the business carried out by the company.

Article 252:

Accidental companies or participation accounts do not have their own legal personality and will not be subject to any solemnity; its existence may be proven by common means of proof.

Article 253:

If a society is in fact formed without a registered and published agreement that gives it legal existence, in accordance with the provisions of this Title, each partner may, at any time, withdraw their contributions, all of them having to render reciprocal account. According to the rules of common law, the result of accounts operations have been executed on behalf of the company.

Article 254:

Those who act on behalf of unincorporated companies or that do not operate in accordance with the provisions of the law, will remain as regards the respective acts or contracts, bound personally, unlimitedly and jointly and severally.

Article 255:

Not expressing in the contract term or condition for the company to have a beginning, it will be understood contracted from the moment of the conclusion of the agreement; but with respect to third parties, the constitution of a company will only take effect from the moment the respective deed is presented to the Mercantile Registry.

Any stipulation according to which the company will not function until after a certain period after the presentation or registration of the deed, will be ineffective with respect to third parties.

Article 256:

The new partner of an already constituted company will respond like the others, for all the obligations contracted by it before its admission, even if the company name has changed.

Any stipulation to the contrary will be void.

Article 257:

It is the essence of any company that each partner contributes some part of capital, whether in money, effects, credits, industry or work.

The partners may not be obliged to increase the agreed contribution or to replace it in case of loss, unless otherwise stipulated.

Article 258:

No partner may, without the unanimous consent of the others, reduce or in any way modify their contribution or quota in the social fund.

Article 259:

Once the thing contributed in usufruct is lost, the contributor may replace it with another that provides the company the same service as the former and the other partners will be obliged to accept it as long as the thing lost is not exclusively the object that the company has proposed to exploit.

Article 260:

The contributions of the partners, in money or other appreciable values, will become the property of the company if something else was not agreed; and they will be included in the inventory at the value that would have been given to them in the contract. In the absence of determination of this value, it will be considered that they have the current in the market of the registered office; and in case of doubt, they will be appreciated by experts.

Article 261:

The partner whose contribution is not in cash, will be obliged to eviction and reorganization of the things or effects that constitute it.

If the contribution consists of credits and they are not paid at maturity, the partner must enter the value of these with interest from the day the credit is due. Failure to do so after required to do so will be considered in default for the payment of your contribution.

Except from this provision the effects or credits that the partner contributes, for an agreed value, for their exploitation by the company.

Article 262:

The partners must deliver their respective contributions in the form and term established in the contract. In the absence of stipulation, they must be delivered to the registered office within three days after the conclusion of the agreement.

Article 263:

The defaulting partner in paying his contribution, whatever the cause of the omission, will be liable for the damages and losses caused to the company with his fault, and must also recognize the interest of the amount due at the current commercial rate. The company may in such case proceed executive against the assets of the defaulter.

This does not prevent the other partners, if they prefer, can of course exclude the disregard.

Article 264:

The entries in the books of the company will be sufficient proof that a partner has delivered their contribution; but the managing partners must also prove this circumstance by another satisfactory means of proof.

Article 265:

The partner may not oppose the company in compensation for the damages caused by its late payment, lack or any other reason, the profits that it has provided in any way.

Article 266:

The convention by which it is stipulated that all the benefits must belong to one or some of the associates or that any of them have no part in the profits will be void.

The stipulation that exempts any contribution in losses to one of the partners will also be void: however, it may validly be stipulated that the partner who will contribute his industry, is relieved of participation in the losses.

Article 267:

The participation of the partners in the profits or losses will be adjusted to what was agreed. In the absence of stipulation, each capitalist partner must have a share in the profits or losses, proportional to the value of their contribution. The part of the industry partner will be determined by experts, if something else is not agreed.

If only the share of each partner in profits has been agreed, their share in losses will be equal.

Article 268:

Any stipulation by which any of the partners must receive interest or a fixed fee as compensation for their capital or industry, will be void: except in the case of priority shares in public limited companies.

Article 269:

The participation in the profits granted to employees or agents of the company as total or partial remuneration for their services, will not attribute to them the quality of partners.

Article 270:

In no company may the partners be granted the right to investigate the course of corporate business, to examine the correspondence books and other documents relating to the administration.

Any stipulation to the contrary will be void.

It will also be void that by virtue of which the heirs of the partner who dies, must be deprived of the right to demand account and payment of capital and profits, as would correspond to the deceased.

Article 271:

The partnership contract may not be modified without the unanimous consent of all the partners.

Article 272:

Except for the provisions for special cases, the issues related to the execution of the partnership contract will be decided by the majority of the partners with the right to administer, if something else is not agreed, but if it deals with transactions or acts outside the ordinary management and current of business, the express consent of all of them will be necessary.

Article 273:

As long as the partnership subsists, the personal creditors of a partner may only pursue the part of the liquid earnings that turns out to correspond to them according to the last balance sheet; and in the event of dissolution of the company, they may exercise their rights over the part that will reach them in the liquidation; but in both cases, they will not be able to receive the seized but in the form and term that the partner himself should receive it from the company.

However, the titles of joint-stock companies may be subject to judicial prosecution by the creditors of the owner of those, subject in any case to the provisions of article 278.

Article 274:

The rights that the previous article accords to the personal creditor of the partner, may not be exercised until after the exclusion of his private assets.

Article 275:

The assets contributed to the social fund may not be claimed for the payment of personal debts of a partner or a shareholder, but by virtue of a lien established in favor of a third party before they were contributed to the company.

The alienation or encumbrance of the corporate assets will be made by the subscribers, the partners, the shareholder or the shareholders, administrators or directors, proxies or liquidators, according to the provisions of the articles of incorporation, and in the absence of any provision in the articles of incorporation, It will be done in accordance with the Law.

Article 276:

Neither may the personal creditors of a partner concur in the bankruptcy of the company with its creditors, leaving them safe their right to pursue the part that will touch their debtor in the remainder of the bankruptcy estate.

Article 277:

Before the liquidation and partition of the capital stock, no credit in favor of the company may be offset by an existing obligation against one of the partners, and in the same way the credit of a partner may not be offset by a debt of the partnership.

Article 278:

The partners will always have the right of first refusal on occasions or sales of the part of any of them in the company. For this purpose, the transferor with the right to sale or transfer must notify the company of its purpose fifteen days in advance, and within this term, any partner or the company itself may take the deal on their own.

Article 279:

The company may not reduce the capital with which it was constituted, but after a term of ninety days has elapsed counted from the publication that must be made in the official newspaper and in one of the nearest place or town, if not, of the agreement that the effect will be taken.

If within the stated term a claim is made against the alleged capital reduction, the agreement will be suspended until the claim is decided or withdrawn.

Article 280:

Once the term of duration of a company has expired, it may not extend it without registering and publishing the respective agreement.

The personal creditors of the partners with executive title will enjoy a term of thirty days to oppose the extension of the partnership.

The opposition made during the term expressed, which will be counted from the day of publication, will suspend the effects of the extension of the company with respect to the opponents.

Article 281:

The dissolution of the company does not modify in any way the commitments contracted by it with respect to third parties, nor will it take effect with respect to them until after it has been registered and one month after the publication of the respective agreement.

Article 282:

In every written contract granted in the interest of the company and in every act, letter, publication or announcement that emanates from it, the nature and domicile of the company must be clearly indicated.

In the case of limited partnerships by shares or anonymous, the paid capital will also be indicated as it results from the last balance sheet.

Article 283:

Companies legally constituted in a foreign country will be recognized in the Republic once they have fulfilled the requirements indicated in article 60, and from then on they may exercise civil rights in accordance with the respective articles of incorporation; but for the exercise of the commercial acts included in the object of their institution, they must be subject to the provisions of Panamanian law and to the jurisdiction of the national courts for the controversies to which the operations they execute give rise.

Article 284:

Branches or agencies established in the Republic by a company based abroad, will be considered domiciled in the country and subject to Panamanian jurisdiction and laws as appropriate to the operations they practice.

Article 285:

The representatives of said companies or those in charge of the branches will have the same responsibility towards third parties as the administrators of national companies.

For this purpose they must have enough power of the company, duly registered.

Article 286:

Foreign stock companies will be obliged to make and publish at fixed times, which will not be more than six months apart, a balance sheet that shows the operations that they will execute in the Republic.

Article 287:

Every company must be constituted in a public deed. The contract consigned in a private document will not produce any other effect between the partners than to oblige them to grant the respective deed.

Article 288:

The deed of incorporation of the company must be presented for its registration in the Mercantile Registry, within fifteen days following the conclusion of the contract; and an extract thereof must be published within the same term three times in a local newspaper, and not in one of the nearest, in which case the publication will also be made by means of posters posted in the most important places. public of the registered office.

If the company establishes branches in various parts of the Republic, the publication will be made in each of them.

The insertion in a newspaper will be justified with a copy of the same certificate by the respective police authority; publication by posters, certified by the same authority.

Article 289:

Any reform, extension or modification of the partnership contract must, in order to take effect, be formalized with the same solemnities prescribed in the two previous articles.

The omission of such requirements may not be alleged neither by the partners among themselves, nor by them against third parties.

Article 290:

The administrators of the companies, under their personal responsibility, must manage the registration in the Mercantile Registry and publish the social deed within the indicated term.

Article 291:

Every partner shall have the right to fill in the registration and publication requirements of the corporate deed, as well as that of its modifications, on behalf of the company. Any partner may also oblige the administrators to comply with said formalities.

Article 292:

In limited partnerships by shares and anonymous, share subscribers may demand that they be discharged from the subscription obligations if three months have elapsed since the expiration of the period indicated for the presentation of the deed to the Mercantile Registry, and the publication of the same without having made such presentation and publication.

Article 293:

The partnership deed must contain:

1. The names, surnames and addresses of the grantors;

2. The name or company signature, as well as the name of the company, if applicable, stating the class and the address of the company;

3. The purpose and duration of the company and the way to compute said term;

4. The capital stock specifying the contribution subscribed and paid in whole or in part by each partner, and the terms and how the rest should be delivered in the latter case. If the company is anonymous or limited by shares, the nature, number, value and other circumstances of these will be expressed, indicating whether they are registered or bearer and whether they are reciprocally convertible or not;

5. Mention of the partners who are to be in charge of the management or administration

tation of society and the use of the social signature.

If it is a simple limited partnership, the name

bre and domicile of the comandites.

If the company is anonymous or limited by shares, the

Name and address of the administrators, their powers and the

Manner in which the company is to be administered, directed and supervised:

The powers of the general shareholders' meeting, the conditions for

The validity of its resolutions and the way of counting the votes;

6. The manifestation of what each partner contributes to the company, be it in industri

money, credits, effects or assets, with expression of the value that

give.

7. The percentage set aside for the reserve fund in joint stock companies that are not cooperatives;

8. The manner and form of inventory and balance, as well as the distribution of dividends, the means of supervising these operations and the time when

They must be practiced;

9. The participation that the founders of limited companies and limited companies by shares reserve in the profits, and the way in which they are to receive them, as well as any other advantage that may correspond to them;

10. The cases in which the company has to be dissolved in advance;

11. The bases for practicing the liquidation of the company and the way to proceed with the election of liquidators, when they have not been previously appointed;

12. The way the society will publish its publications;

13. All other legal clauses and conditions in which the partners have agreed or that are necessary to precisely determine their rights and obligations among themselves, and with respect to third parties.

Article 294:

The inscription that must be practiced in the Commercial Registry of the social deed must contain the circumstances expressed in the previous article and will bear the date of the day on which the document was presented to the Registry.

IV- FUNCTIONING, HIERARCHIES AND RESPONSIBILITIES OF PUBLIC LIMITED COMPANIES IN THE REPUBLIC OF PANAMA

COMMERCIAL CODE

a- Limited or Limited Liability: The one with the capital divided into shares, so that the partners are not personally liable for the social debts.

b- Regular Collective: The one that is ordered under the common covenants of the partners, and all participating proportionally in the same rights and obligations, with indefinite responsibility.

c- Partner: Person associated with another for some purpose. Commercially speaking we can speak of a capitalist partner, which is the one that contributes capital to a company or company and industrial partner, is the one that contributes to the company or business with its professional services.

V- SUMMARY OF THE COMMERCE CODE

Chapter V On Limited Companies

Articles 417 to 444

The supreme power in the Public Limited Companies belongs to the General Assembly of Shareholders, as long as they do not contravene the Law, the agreements of the statutes, or the rights acquired by the shareholders.

If it occurs against the presence of a shareholder for the reasons described above, it may protest against the resolutions of the General Shareholders' Meeting, within a period of 30 days before the competent Judge. Who can stop the execution of the contested agreements, until they are resolved, except in the case that the affected shareholders choose the ordinary route.

The meetings of the General Shareholders' Meeting can be called by:

a- By the Board of Directors.

b- By persons duly authorized by the Articles of Incorporation, the Law, the Statutes or the Circuit Judge.

The Judge will convene the General Shareholders' Meeting when requested by shareholders representing 20% ​​of the capital stock or with less representation if so established by the Articles of Incorporation or the Bylaws.

It is also the faculty of the General Shareholders' Meeting to appoint reviewers to examine: balance sheets, constitution of the company, social management. If this proposal is rejected, the Judge may appoint reviewers at the request of the shareholders who represent 20% of the capital stock, who must deposit their shares in the court and guarantee the expenses that they cause.

In the event that the Judge rejects the request for reviewers or it is unjustified by the reviewers themselves, those who requested the appointment will be sentenced and will pay the expenses incurred, jointly and severally, to the company, for the damages.

Management should allow reviewers to examine:

a- The Books.

b- Papers of the Company.

c- Metallic stocks in merchandise or some value.

The reviewers will give the Judge a detailed report of their assessment and the Judge, if he deems it appropriate, will call the General Shareholders' Meeting and resolve the expenses incurred, if the company will pay.

The responsibility of the directors of the company will be required only by prior agreement of the General Shareholders' Meeting. Such will respond personally or jointly to the company or third parties for:

a- For payments made by the partners.

b- Actual existence of the agreed dividends.

c- Good management of accounting.

d- Of the bad performance of the mandate.

e- For the violation of the Laws, Articles of Incorporation or Agreements of the General Assembly of Shareholders.

Directors who have protested or who have not attended the meetings of these agreements for just cause are exempt from this responsibility.

VI- COMMERCIAL LAW QUESTIONNAIRE III

1-) Indicate which are the normal and abnormal causes of the dissolution of the Companies.

A: // Article 517 of the Commercial Code are:

Normal Causes:

a- Fulfillment of the term for which the company was constituted or another term provided for in the articles of incorporation.

b- By the unanimous agreement of the partners.

c- When the purpose for which the company was established is fulfilled.

Abnormal causes:

a- By Judicial Judgment.

b- When one or more partners sue it based on legitimate cause.

c- By request to the particular Creditor Court for not having made effective their credits with the personal assets of the debtor partner.

d- Due to the bankruptcy of the company.

e- Due to the merger to another or other companies.

2-) What is the concept of settlement and its forms?

R: // The liquidation can be agreed either by decision of the partners for any of the normal or abnormal causes of dissolution or by decision of the court, to make the payment of the obligations that the company has pending and distribute among the partners a once the company's liability has been canceled.

The forms of settlement are:

a- The liquidators proceed to the sale of the corporate assets and pay the outstanding obligations of the company until they have all been canceled if there is something left is distributed among the partners.

b- Instead of selling the assets separately to different new owners, the liquidators are authorized to assign or transfer the gross assets to a single person or company. Provision is needed in the social deed or by agreement of the partners (If you buy the debt)

c- The liquidators can sell the assets of the dissolved company to a single buyer without assuming the liability obligations (It does not buy the debts).

3-) According to Article 529 of the Commercial Code. What is the way to proceed with the liquidation and participation of the assets of the Mercantile Companies?

R: // Adjusted everything to the two stipulations of the social contract and to the other lawful agreements taken in meetings or general meetings of partners but the provisions of the Law must also be taken into account.

4-) What is the legal responsibility of the liquidators?

A: // Due to what is stated in article 540 of the Commercial Code, it is said that liquidators will be subject to the same responsibilities as administrators for the exact fulfillment of the mandate and the provisions of the Law. Liquidators will be responsible for with the bankruptcy of those who had paid after being certain of the impossibility of the company to fulfill its obligations as well as the damages that were caused by its failure to request the declaration of bankruptcy. The responsibility will subsist until the definitive approval of their settlement and participation accounts, except for the actions that may arise due to fraud errors discovered later in said account.

5-) Indicate the characteristics of the Stock Companies, Collective Society and Cooperative Society.

R: // a-Corporations: They are characterized by the limitation of the financial responsibility of the shareholder and in the negotiation of the shares into which the capital stock is divided. The economic responsibility of the partner is always limited to the value of the shares he owns.

b- Collective partnership: it is characterized by the fact that its partners contract subsidiary responsibility. Unlimited and supportive for social obligations. If it acts under a company name, it will be formed with the name of one or more or all of its partners. It will contain the words "company" or its abbreviation if it does not have the names of all the partners.

c. Cooperative Society: It is characterized in that it limits the responsibility of the partners to the amount of the subscribed social quotas, establishes the irreparability of the social reserves and the disinterested destination of the surplus equity that may exist in case of liquidation, has variable capital and unlimited duration, does not Limit of member or capital, gives a single vote to its members without advantage or privilege regarding social quota or seniority, has a minimum number of ten members, promotes cooperative education.

6-) Explain how the merger of the companies occurs.

A: // The merger of one comparison with another gives rise to the birth of a new legal person. The procedure is simple, the initiative can come from any of the companies. The directors of the same or the majority of them will prepare a draft merger agreement that will have to be submitted to the consideration and subsequent approval of the general assemblies of the interested companies.

7-) Make a synthesis in relation to the actions and their classes.

A: // The shares can have different rights incorporated, they can be, ordinarily, registered shares or bearer shares:

a- Nominative Shares: They are issued in favor of a so-called person, or several people together, or alternatively, they have a nominal value; They can be shares of B /.1.00, 10.00, 20.00 etc; so that the share certificate is issued in favor of the shareholder, indicating in each case the number of shares that the certificate represents and the nominal value of each share. A single partner can have multiple share certificates. These shares of the same class can be common shares, this name being used to indicate that there are "preferred" shares. This class of preferred or privileged share has greater voting power or privileges of an economic nature.

b- Bearer Shares: Bearer shares can be registered and with par value, but bearer shares belong to whoever holds them. These bearer shares can create shares without voting rights and limit the right to dividends and participation of the settlement fee.

? What are reserves and what is their function?

A: // Reserves are an additional capital of the company that can arise from an increase in assets. A reserve is understood to be the amounts that appear in a special account, an account that is opened in the company's liabilities, destined to retain certain profits already earned by the company. This account can be opened without funds, still knowing the fruit to be obtained. Reservations can be legal, when they are imposed by law; statutory when they are agreed by the company statutes and voluntary when their integration is not mandatory.

Its function is to strengthen the economic position of the company with a view to a possible decrease in social assets; compensate the losses that the company experiences, whether due to insolvency of the company's debtors, deteriorated machinery, a building in poor condition, devaluation of the securities in the portfolio, increased production costs, etc.

9-) Define what are the rights and obligations of share subscribers.

A: // The Obligations:

The main obligation of the subscriber of shares is to pay the price of the shares on the dates in the manner established in the articles of incorporation or when determined by the Board of Directors.

Rights:

a- Vote in the General Assemblies according to the type of action. The law says that "if the articles of incorporation do not provide otherwise", every shareholder has the right to one vote for each share registered in their name, whether it is nominal votes or without nominal value.

b- In the case of bearer shareholders, they will have the right at the shareholders' meeting to one vote for each share with the right to vote. They are entitled to receive the dividends.

c- If the dissolution of the company occurs, they are entitled to the liquidation quota that corresponds to the social assets.

10-) What are the functions of the Directors of the Stock Companies and of the Board of Directors?

A: // a- The Administrators in the Public Limited Companies can be a group of their shareholders or people experienced by their knowledge in business who are not necessarily a shareholder and who can meet easily whenever required, knowing that the meeting General shareholders will be the one who must meet to make important decisions.

b- The functions of the Boards of Directors are described in articles 51 to 64 of the Commercial Code and may adopt, alter, amend and repeal the Company's bylaws unless the articles of incorporation or bylaws adopted by the shareholders provide otherwise. thing. The Board of Directors may exercise all the powers of the company.

11-) What is the procedure that can be used to increase or reduce the capital stock and legal requirements?

R: // The procedure to increase the share capital can be carried out by:

b- The issuance of new shares to be offered to shareholders or who want to buy it in preference to shareholders.

c- The value of the shares can also be increased, which leads to an additional outlay for shareholders

d- When the increase in capital stock takes place without an increase in equity (capital gains from reserves)

The procedure for reductions in capital stock are similar to those for increases, only in reverse:

b- The share capital can be reduced with distribution among the shareholders of a part of its assets. The value of the shares will go down with great possibility.

c- Reduction of the capital stock without distribution of the shareholder. It may happen that the company decides to acquire the shares that some shareholders wish to transfer to cancel them later, in other words to cancel them.

There are no requirements for the increase in capital stock, but for its reduction there are so that it can comply with the obligations contracted by the company, these are:

a- For reforms to its articles of incorporation. Without reducing your capital less than the value of your liabilities.

b- A certificate issued under oath by the President or Vice President and the Treasurer or one of the assistant Treasurers must be attached to the reform document.

12-) Make an organization chart of a corporation.

13-) What is the purpose of holding ordinary and extraordinary assemblies.

A: // The objective of holding ordinary general meetings are the following:

a- Report to the Board of Directors of the progress of social business.

b- Submit the Treasury report.

c- Inform about the balance.

d- Provide a distribution of dividends according to the volume of profits obtained.

e- Allow shareholders to make proposals on matters related to the progress of the company.

f- Proceed to choose or elect directors in the renewal of positions.

The Extraordinary Assemblies are usually called when the company must decide on a matter of special importance such as expansion or reduction of the capital stock, transfer all or part of the corporate assets or lease them, reform the articles of incorporation, undertake new activities.

14-) What constitutes voting and what is proxy voting?

R: // a- The exercise of the vote; It constitutes one of the main rights of the shareholders, a right that, however, can be modified by the articles of incorporation, by establishing shares with multiple or plural votes, as a privilege, or shares without voting rights.

b- The vote by proxy; It occurs when a member cannot be present, or for any other reason is unable to attend the meeting, or does not wish to attend. Article 47 establishes that the shareholder may be represented by a representative who does not need to be a shareholder and who may be substituted.

15-) What are Dignitaries and what does Legal Representation refer to in Public Limited Companies?

A: // The Dignitaries are three, at least three members drawn from the Board of Directors elected by the Board of Directors and will be: President, Secretary and Treasurer. Its powers are established in the Articles of Incorporation.

If the Dignitary President is not a member of the Board of Directors, elected in turn by the General Assembly of Shareholders, his powers will not emanate from the shareholders but from the Board only.

The Legal Representation will be led by the President, who has the power to initiate legal proceedings on behalf of the Company.

16-) Explain what refers to the dissolution and merger of the Public Limited Companies

A: // The dissolution puts an end to the existence of the company. The dissolution must be signed in the Public Registry and a notice published within the following 7 days, stating the cause and date of the dissolution and the name and address of the liquidators.

Legal Representation corresponds to the liquidators and the dissolved company may continue to operate for a period of 3 years for specific purposes such as: defending its interests, fixing its affairs, transferring or disposing of its assets or dividing its capital, but in no case may it continue with the businesses for which it was formed.

For the merger with one or more other companies, a merger agreement is drawn up by some or all of the Directors of the companies and it will be discussed with the participation of all the shareholders in a General Assembly called for this purpose. The merger agreement must be submitted to the Mercantile Registry for registration, as provided for in the Articles of Incorporation.

The debts corresponding to the extinct constituent companies, will correspond to the new consolidated company, being able to demand the payment of the same.

BIBLIOGRAPHY

  • Legal Systems; SA: COMMERCE CODE OF THE REPUBLIC OF PANAMA. Second edition; Panamá, 2000 Meijs, Jonson, Meijs: ACCOUNTING The Basis for Managerial Decisions - Editorial Calypso. May 1986, Mexico. UNIEDPA: Basic Material to Support Learning - Commercial Law III. Ocean Editorial Group: OCEAN ONE Encyclopedic Dictionary - 1991 Edition. "Panamanian Law," Microsoft® Encarta® 2000 Encyclopedia. © 1993-1999 Microsoft Corporation.
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