The annual operating license for all Foundations in Panama falls due for renewal on or by the 12 month anniversary of the Foundation’s registration date.
First up you will need to advise us as to whether you need to or want to renew your Foundation’s annual operating license.
If you advise that you DO want to renew we will tell you what docs/info we will need from you/your client and we will send you an invoice.
Once the renewal invoice is paid we will then attend to collating all the docs/info required, and we will attend to doing all that is needed, to renew the Foundation. Usually we will require, as a minimum, fresh/updated certified copies of the KYC (ID) docs as regards the beneficial owner/s.
If you decide that you do NOT want to renew then be aware that dissolving a Panama Foundation involves specific legal steps as outlined in the Panama Foundation Law (Law 25 of 1995). Key aspects include determining if the Foundation is dissolved based on the Charter’s terms, fulfilling any outstanding obligations, and formally registering the dissolution with the Panama Public Registry.
The process to dissolve a Panama Foundation is as follows:
1. Review the Foundation Charter:
The Charter should specify any conditions under which the Foundation dissolves, such as a fixed duration or the achievement of its objectives.
2. Ensure Compliance with Law:
The Foundation must adhere to the provisions of Law 25 of 1995, which details circumstances leading to dissolution, such as insolvency, bankruptcy, or revocation.
3. Comply with Legal Obligations:
Before dissolution, all outstanding debts and obligations must be settled, including any fiscal responsibilities.
4. Decision by Council:
If the Charter doesn’t specify dissolution terms, the Foundation Council will make the decision to dissolve the Foundation.
5. Formal Notification:
The decision to dissolve must be officially registered with the Panama Public Registry.
6. Notification to Government:
The Foundation must notify the Panama Ministry of Commerce and Industries (MICI) of the cessation of operations, particularly if it had an operation notice.
7. Tax Clearance:
The Foundation must settle any outstanding tax obligations with the DGI (Panama Revenue Office) and request the closure of its account.
8. Public Announcement:
Once the dissolution is registered, it must be publicly announced in a local newspaper or government Gazette.
To summarize to dissolve a Panama Foundation requires careful adherence to the legal framework established by Law 25 of 1995 and the terms outlined in the Foundation’s charter. Moreover, it’s crucial to ensure all debts and obligations are settled and the dissolution is properly registered and notified to relevant authorities.
Practicalities
To summarize the initial steps are as follows:
- If you wish to renew the annual operating license of this Foundation for the oncoming year we must have the complete due diligence of the Foundation on file. Please find the annual form at this Link: https://www.dropbox.com/scl/fi/wnhcuojjl4r9x8se79qkh/ANNUAL-RETURN-DECLARATION.docx?rlkey=gncxmuu8omvbht2wqnx69t976&st=pxydkrpp&dl=0 You will be required to complete this form as part of the renewal requirements. Therefore, we will need to confirm if there is any pending or outdated documentation with our compliance team. We will proceed to check with them and get back to you as soon as possible in a follow-up message with their comments.
- If you decide you no longer require your Foundation the applicable process would be to proceed with its dissolution. If you click on this link ( https://www.dropbox.com/scl/fi/uygqkqy0j5ct51kgjp9yl/DECLARATION-dis-fip-TYPICAL-FOUNDATION.docx?rlkey=p39j0dru2fennsu25v1nln9xo&st=fit6ybg5&dl=0 ) you will find the Beneficial Owner’s declaration, required to initiate the dissolution process. As established in the Foundation Charter, usually the dissolution must be carried out either by the Founder or unanimously by the Foundation Council. Therefore, we will need to prepare a resolution authorizing the dissolution, which must be signed by either the Founder or the Foundation Council, depending on how you wish to proceed. This resolution must be received duly signed and apostilled.
In order to proceed, we will also require the accounting records for the current fiscal year (and previous fiscal years ie if you have not provided them as yet) as per the requirements (which can be viewed at/via this Link: https://www.dropbox.com/scl/fi/moue9nhqnf68ciipsq3ix/Panama-Entities-Account-Keeping-Requirements.docx?rlkey=6vxcvzmsh7hy3uoe96pv4cjz7&st=znnroh59&dl=0 )
Please find the applicable prices below (ie current at 10.6.25 – please contact us for a current quote):
| Dissolution (incl. certified translation + apostilled translation and apostilled public deed + apostilled certificate of dissolution + apostilled translation of certificate) |
$US1,300 |
| Dissolution (basic cost no apostille, no translations) |
$1,200 |
Would you like to know more? Then please Contact Us:
info@offshorecompaniesinternational.com
DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.
