Panamanian Corporation Directores Duties and Responsibilities 

Law 32 of 1927 is the Corporate Law of Panama. The director's duties are regulated in Section Five as follows:

ARTICLE 49. The business of the corporation shall be administered and conducted by a Board of Directors composed of at least three members of full age, without distinction of sex.

ARTICLE 50. Subject to the provisions of this Law and those of the articles of incorporation, the Board of Directors shall have absolute manager, control, and full management of the corporation's affairs.

Article 51. The Board of Directors may exercise all the powers of the corporation except those that the law, its article of incorporation or its bylaws confer or reserve to the shareholders.

Regarding corporate decisions:

ARTICLE 53. The presence of the majority of the members of the Board of Directors will be necessary for a quorum to decide upon the business of the corporation. Nevertheless, the articles of incorporation may provide that a certain number of directors, whether it be more or less than a majority, is necessary to constitute a quorum.

ARTICLE 54. The resolutions of the majority of the directors present at a meeting in which there is the required quorum, shall be considered resolutions of the Board of Directors.

ARTICLE 56. The Directors may adopt, alter, amend or repeal the bylaws of the corporation, unless otherwise provided by the article of incorporation or bylaws adopted by the shareholders.

Also, bear in mind that:

ARTICLE 62. If the articles of incorporation expressly authorize it, the Directors may be represented and vote at meetings of the Board of Directors through proxy holders who need not be directors and who must be appointed by public or private instrument, with or without power of substitution.

Regarding the sale of corporate assets:

ARTICLE 68. Any corporation may, by a resolution of the Board of Directors, sell, lease, exchange, or in any other manner dispose of all or part of its assets, including its clientele and privileges, franchises, and rights, under the terms and conditions that the Board of Directors may deem fit, provided it is authorized to do so by means of a resolution of the holders of the majority of the shares with voting rights in the matter, approved at a meeting convened for that purpose in the manner prescribed in Articles 40 and 43 of this Law, or by means of the written consent of said shareholders.

ARTICLE 86. When the existence of a corporation ends by expiration of its term of duration or by dissolution, the directors shall act as trustees of the corporation with the power to settle its affairs, collect its credits, sell and transfer its assets of all kinds, distribute its assets among its shareholders, once the debts of the corporation have been paid; and they shall also be empowered to initiate judicial proceedings in the name of the corporation concerning its credits and assets, and to represent it in proceedings that may be brought against it.

ARTICLE 87. In the case of the preceding Article, the directors shall be jointly and individually liable for the corporation's debts, but only up to the value of the assets and funds which they may have managed or held.