The Panamanian Law 52 of October 27, 2016 (the "Law"),
which relates to accounting records and the annual franchise tax of
Panamanian entities (corporations and foundations), came into
effect on 1 January 2017.
Panamanian entities are now under the obligation to keep
accounting records and to maintain supporting documentation at the
offices of its resident agent in Panama or at any other place
within or outside Panama. Where the accounting records and
supporting documentation (Records) are maintained at a place other
than the offices of the resident agent (RA), the entity shall be
under the following obligations:
to provide written notice to
the RA of the physical address where the Records are maintained and
the name and contact data of the person maintaining same under his
inform the resident agent,
in writing, of any changes within fifteen working days;
provide the Records to the
resident agent, upon request from the competent authority, within
fifteen working days, if not, the resident agent shall be under the
obligation to resign.
Failure to comply with the dispositions of the Law shall be
sanctioned with a US$1,000 fine, plus US$100 for each additional
day that the non-compliance continues and is not remedied.
Copies of the share and shareholders registries of Panama
corporations are required to be sent to the resident agent.
The Public Registry shall suspend the corporate rights to any
entity that does not pay its franchise tax for a period of three
consecutive years - then the entity shall have two years to be
revived by paying the reactivation fine and fees. Upon
expiration of two years, the Public Registry of Panama shall
proceed with the definitive cancellation of the entity.
Confidentiality of corporate documents and information is one of
the key attractions of incorporating a company in the BVI. A
company search of the BVI Registrar of Corporate Affairs will only
disclose certain information and documents.
The primary sources of regulation of M&A in the British Virgin Islands are the Business Companies Act, 2004 (the "Companies Act") and common law.
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