In Panama, as in other jurisdictions around the world, it is allowed to resume the commercial activity of a company that has been dissolved, in order to interrupt the liquidation process.
Based on the Commercial Code of the Republic of Panama, article 528-B, it allows a commercial company voluntarily dissolved by its partners or shareholders to be reactivated at any time before its liquidation is completed.
The reactivation of a commercial company must be registered in the Public Registry and must be governed by compliance with certain parameters such as the following:
- That the commercial company has been dissolved by the will of its partners and that said dissolution has been registered in the Public Registry of Panama.
- That the commercial company has not completed its liquidation period. In accordance with the provisions of article 528-A of the Commercial Code, the liquidation lasts in time until its completion and will only be understood to have been liquidated when the partners have recognized it through an assembly that must be registered. in the Public Registry of Panama.
A commercial company that has completed its liquidation process and in accordance with the provisions of article 528-B of the Commercial Code, may only be reactivated in the event that assets appear that have not been liquidated.
- That the Shareholders' Meeting hold an Assembly where the majority of the partners, in accordance with the company's constitution document, order the reactivation of the commercial company. The minutes resulting from this Shareholders' meeting must be registered in the Public Registry of Panama in accordance with the provisions of article 528-D of the Commercial Code.
The reactivation of a commercial company, once registered in the Public Registry of Panama, must be communicated to the authorities in which its cancellation was formalized before or after its dissolution. The foregoing includes the presentation of a memorial to the General Directorate of Income in order for it to begin paying its corresponding single annual rate and/or any other taxes in the event that it begins commercial operations again within the territory of the Republic of Panama.
We at SB & CO Legal., can assist you with advice and preparation of all the necessary documents to reactivate a commercial company in the Republic of Panama.