Corporation Law of the Republic of Panama

Law 32 of February 26, 1927

CHAPTER IX:

Dissolution

ARTICLE 80. If the Board of Directors deems it advisable that any corporation organized under this law should be dissolved, the Board may, by a majority of the whole Board, approve an agreement of dissolution and, within the ten ensuing days, shall call or cause to be called, in the manner provided in articles 40 through 43 hereof, a meeting of the stockholders having voting power to take such action to approve or reject the resolution adopted by the Board of Directors.

ARTICLE 81. If, at such meeting of the holders of a majority of the shares entitled to vote such stockholders by resolution consent to the dissolution, copy of such resolution together with a list of the names and residences of the Directors and Officers, certified by the President or a Vice-President and the Secretary or an Assistant Secretary, and the Treasurer or an Assistant Treasurer, shall be made and executed and filed for recordation in the Mercantile Registry as required in Article 2.

ARTICLE 82. Upon such filing at the Registry Office, a copy thereof shall be published in one issue of a newspaper published in the place where the office of the dissolved corporation was situated in this Republic, or if there be no such newspaper then in the Official Gazette of the Republic.

ARTICLE 83. Whenever all the stockholders with voting power consent in writing to a dissolution, no meeting of the Board of Directors or of the Stockholders shall be necessary for that purpose.

ARTICLE 84. The document setting forth such consent of the stockholders shall be protocolized and filed for record in the Mercantile Registry and published in the manner provided in Article 82 hereof. Once these formalities have been complied with, such corporation shall be deemed to be dissolved.

ARTICLE 85. All corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless continue to exist for the term of three years from such expiration or dissolution for the purpose of prosecuting or defending suits by or against them or enabling them to settle their business and dispose of and convey their property and to divide their capital stock, but under no circumstance may it continue the business for which said corporation was established.

ARTICLE 86. When any corporation expires by its own limitation or is otherwise dissolved, the Directors shall act as trustees of such corporation with full power to settle the affairs, collect the outstanding debts, sell and convey the property of all kinds and divide the moneys and property among the stockholders, after paying the debts of the corporation, and they shall have authority, in the name of the corporation, to sue for the recovery of its debts and property and to defend it when sued for debts owing by such corporation.

ARTICLE 87. In the case of the foregoing article, the Directors shall be jointly and severally responsible for the debts of the corporation, but only up to the amount of the moneys and properties which have come into their control.

ARTICLE 88. The Directors shall have the power to apply moneys and property of the corporation to the payment of a reasonable compensation for their services and to fill any vacancies which may occur in their number.

ARTICLE 89. The Directors, acting as trustees pursuant to the provisions of Articles 86, 87 and 88, shall act by majority vote.