Panama recently adopted Law No.52 of 2016 that requires (i) Panamanian companies operating outside of Panama to keep accounting records and supporting documentation and (ii) Resident Agents of Panamanian companies to keep a copy of the Register of Shares of said companies.
Law No.52 of 2016 will become effective on January 1, 2017. Its key points are as follows:
1. All shipowning Panamanian companies, as well as those engaged in maritime or other business outside Panama, are required to keep accounting records and supporting documents at the offices of their Resident Agents in Panama or at any other place within or outside Panama as determined by their Board of Directors. In other words, the Board of Directors of your Panamanian companies can decide to keep accounting records and supporting documents in your offices.
2. Records shall be kept for not less than 5 years as of the day when the registered transactions were completed or the last day of the calendar year when the Panamanian company ceased to operate.
3. The definition of “accounting records” is provided by Law 52 of 2016 in broad and flexible terms:
Data that clearly and precisely indicates the business operations of the legal entities, their assets, liabilities and equity, and allows determining the financial situation of the legal entity, as well as preparation of financial statements of said legal entity. The extent of the accounting records will depend on the complexity and size of the activity to which the legal entity is engaged.
4. If the accounting records and supporting documents are not to be kept in our office as Resident Agent of the Panamanian company, we will need you to inform us: a). Physical address where the accounting records and supporting documents are kept (it can be your office address); and, b). Name and contact details (e-mail) of the person who keeps the accounting and supporting documents under its custody.Any change on the above shall be informed to us within 15 business days after such change takes place.
5. As Resident Agent of your Panama companies, we also need to receive copy of the Register of Shares of each company.
6. While we do not anticipate that we will receive any request of information regarding your Panamanian companies, the competent authority in Panama that could ask us for the accounting records and supporting documentation is the General Revenue Office (“DGI”). Said request would be made following procedures initiated outside Panama. If the DGI makes us such request, we would contact the person named at paragraph 4 section (b) above to ask for the accounting records and supporting documents. These should be sent to us within 15 business days as of the date we receive notice of the DGI request. If we do not receive the requested documentation within said time frame, we would have to resign as Resident Agent and registration of a new Resident Agent for the Panamanian company would not be allowed by Public Registry until the accounting records and supporting documents are submitted to the DGI.
In the case above, Public Registry would suspend corporate rights of the Panamanian company if it remains without a Resident Agent for more than 90 business days. Suspension of corporate rights includes the company not being able to dispose of its assets or conduct business. In addition, the DGI would impose a US$1,000.00 fine to the company plus US$100.00 for each day until the accounting records and the supporting documents are sent to the DGI.
1. Records shall be kept for not less than 5 years as of the day when the registered transactions were completed or the last day of the calendar year when the Panamanian company ceased to operate.
Source : PMA Law No.52 of October 2016
Thank you & Best Regards,
Eng. Dimitrios Nikolaos Spanos
Lead Maritime Auditor / Principal Surveyor
Member of IRCA, IIMS, ELINT, HELMEPA & Nautical Institute