Suspension of Corporate Rights at the Public Registry of Panamá

The Law 51 of October 27th, 2016, established that:

In the Resignation of Resident Agent case, if the legal entity does not designate a new Resident Agent, after 90 days period, the Public Register will suspend the corporate rights. This period will be calculated since the resignation of the previous Resident Agent.

Also, the rights of the legal entity will be suspended, in case of non-payment of the franchise tax in 3 consecutive periods, as per the order of the Directorate of Revenue (DGI). Furthermore, the DGI will send each six months report to the Public Register regarding the tax situation of the corporations.

Likewise, the Public Register will suspend the rights of the legal entity that owed any fine or penalty imposed and duly executed as per the order

of a competent authority.

The registration of the suspension will have the following consequence:

  1. Impossibility to start legal procedures, execute business, or dispose of its assets.
  2. Impossibility to make claims or enforce any right
  3. Impossibility to carry out any corporate action that is binding.

However, the corporation still can:

  1. Present a petition to reactivate the corporate rights.
  2. Manage the defense of any proceeding initiated against it.
  3. Continue the legal processes instituted in their names before the suspension.

Once the suspension is registered, the legal entity will have two years to reactivate the legal entity. The legal entity must pay a US$1000 fine plus all the taxes or fines due for reactivation.

If the two-year term to reactive the corporation expired, and the legal entity was not reactivated, then the Public Registry will proceed with the definite cancellation of the corporation, and consequently, the legal entity will be dissolved with all the legal effects that this entails.