Gray & Co. Derecho Corporativo Dissolution of your Panamanian corporation

Dissolution of your Panamanian corporation


dissolution of your panamanian corporation, dissolving a company, Panama corporation, private interest foundation, closing down a company, requirements for dissolution, liquidation, resignation, automatic dissolution

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With the incoming changes to Panama’s corporation privacy rules, you might consider dissolving your Panamanian company. Dissolution will close down the company immediately and effectively for you. It means beneficial owner details will not be included in the register which is to be created by the Superintendence.

This applies equally to Private Interest Foundations, LLCs and Trusts, not just corporations.

Dissolution requirements:

However, dissolution does involve some basic paperwork:

  • a resolution of the shareholders/directors, resolving to dissolve the company, duly presented to the Public Registry of Panama (our law office can prepare this for you);
  • notice in a local (Panamanian) newspaper, within 30 days of registration of the dissolution. This notice advises one and all that the company is in dissolution;
  • filing with the Tax Department of the dissolution, which requires the following documents:
    • certification from the Ministry of Commerce that the company does not have an active business license or that it has canceled the business license
    • certification from the Social Security Department that it does not owe any social security for employees and that it has closed down its payroll
    • copy of the newspaper clippings
    • final tax return for closure.

This final requirement – the final tax return for dissolution – is a new requirement. Previously, for offshore companies, this requirement was ignored, as they were «offshore». Nonetheless, the tax department has (over the past eighteen months or so) insisted on receiving this final tax return. This includes companies that were operating completely outside of Panama.

As all companies, for a number of years, have been required by law to have their accounting records in order, this requirement should be no problem for any company that is compliant.

You are merely required to have a Panamanian accountant prepare and present a final return, showing that the company has no assets, no liabilities, and no further accounts to be settled.

If you require assistance in getting your Panamanian corporation, private interest foundation, or LLC dissolved, please request our assistance. For more information, please get in touch with our office.

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