How to dissolve a Panamanian company

• The board proposes a dissolution agreement by majority and calls the shareholders within ten days.
• The shareholders approve it by a majority of voting shares, and a certified copy with the list of directors and officers is recorded with a notary and filed at the Registry.
• Or all voting shareholders consent in writing, without meetings. That document is recorded, filed and published, and the company is considered dissolved.

Source: Law 32 of 1927, articles 80, 81, 83 and 84

The dissolution is published at least once in a newspaper of the place where the company has its office or, if there is none, in the Official Gazette.

Source: Law 32 of 1927, article 82

After dissolution the company continues for three years to settle its affairs, sell its assets and distribute its capital, but it cannot carry on its business. The directors act as liquidating trustees: they collect, sell, pay the debts and distribute the rest, decide by majority, and answer up to the value of the assets they handle.

The law does not provide for a separate liquidation act to be recorded. A company with no assets and no debts is dissolved by the recording and publication, and has nothing to liquidate.

Source: Law 32 of 1927, articles 84 to 89

The Public Registry records the dissolution deed only if the resident agent states that it keeps the accounting records of the five years before, and the agent must keep them five more years.

Source: Law 52 of 2016, article 2, as amended by Law 254 of 2021, article 18

• How long the whole dissolution takes.
• Whether the Public Registry asks for a balance sheet or a separate liquidation in practice.
• The steps with the tax authority, the business license office and Social Security for a company that operated in Panama.

• The annual franchise tax
• Offshore companies
• How to start a company in Panama