LEY 22 DE 27 DE ABRIL DE 2015: QUE MODIFICA UN ARTÍCULO DEL CÓDIGO DE COMERCIO

Law 22 was enacted as a Law of the Republic of Panama on April 27, 2015, and took effect on the day following its promulgation.

In 2012 the International Monetary Fund (IMF) made an assessment of Panama’s situation, and stated that the country had to improve its regulations regarding transparency and money laundering. As a consequence, in June 2014 Panama was included in the gray list of the Financial Action Task Force (FATF).

Since then, Panama has made significant efforts to comply with the requirements imposed by the FATF, which has resulted in the approval and/or modification of eight laws.

Law 22 of 2015 amended Article 71 of the Code of Commerce, which empowered the Ministry of Economy and Finance to impose fines of up to one hundred dollars ($ 100.00) per day to any legal entity that does not have an up-to-date registry of its minutes and shares. This fine shall be in force until the legal entity provides evidence that it has normalized its records. The Code of Commerce provides that a legal entity may keep their records in books or in electronic registers, provision that was maintained notwithstanding this recent modification. The recently introduced element is the faculty given to the Ministry of Economy and Finance to impose fines on those that fail to comply with the established obligations.

Additionally, the Ministry of Economy and Finance will notify the Public Registry of Panama of the legal entity’s non-compliance with the law, whom will then be obligated to set a marginal note within the legal person’s commercial register. This annotation will not prevent the legal entity from doing business, but it will be evidenced in all certifications issued by the Public Registry and prohibits its dissolution for as long as the annotation is in force.