Pursuant to the General Law on Corporations of the Republic of Panama. We, the undersigned, wishing to organize a corporation pursuant to the provisions of the General Law of the Republic of Panama, to wit, Law 32 of 1927, hereby agree to organize said corporation as follows:
First. The name of the corporation is...
Second. The main purpose of the corporation shall be:
- To carry out all kinds of commercial or financial operations, to sell or render services and hire the personnel necessary there to;
- To participate in any manner in other corporations or companies, whether Panamanians or foreign;
- To purchase, sell and trade in general in shares, bonds, securities and effects of any class or description;
- To act as agent of natural or juridical persons; To promote and/or participate, passively or actively, in investment projects or of any other nature;
- To purchase, construct, hire, own in domain, operate, handle and manage ships and vessels of any kind and its storages, as well as to own in domain, operate, manage and administrate navigation lines and maritime agencies in general;
- To enter into all kinds of loan agreements, mortgages, assignments and agreements or covenants of any other nature;
- To operate bank accounts of any nature with any bank or financial establishment in any part of the world;
- Further to the aforementioned objects, the corporation shall carry out any other commercial activity or activities of transportation, computer science, industrial or civil and enter into all kinds of agreements necessary or convenient for the protection and benefit of the corporation, and in general it may develop any other type of business or legal activity, although not foreseen in the purposes specified in these Articles of Incorporation or its amendments, being established that the corporation shall have all the powers expressed in Article Nineteen of Law Thirty-two of nineteen hundred twenty-seven (1927) of the Republic of Panama, as well as any other powers granted to the corporation by any other laws in force.
Third. The capital stock of the corporation shall consist of ten thousand dollars of the united states of america ($10 000), divided into one hundred shares, nominative or to bearer, with a nominal value of one hundred dollars of the united states of america ($100) each, and shall have right to one vote. The liability of the stockholders is limited to the amount unpaid on the subscribed shares. The voting right shall correspond exclusively to the holders of such shares and at any Stockholders' Meeting, they shall have right to one vote for each share so held, submitting at said meeting the corresponding share certificate or certificates or another evidence of his right in the manner determined by the Board of Directors.
Fourth. The Stock Registry Book and the Minutes book shall be kept at the place determined by the Board of Directors.
Fifth. The domicile of the corporation shall be at Ricardo J. Alfaro Avenue The Century Tower Building Suit 713, Panama City, Republic of Panama, but it may engage in businesses and establish offices and branches in any part of the world.
Sixth.The duration of the corporation shall be perpetual.
Seventh. The number of Directors shall be not less than three nor more than seven, but said number may be increased by decision of the General Stockholders' Meeting. Further, it is established that the Directors and Officers shall be elected at the Annual Stockholders' Meeting and shall occupy their offices until their successors have been elected and qualified, and they can be reelected.
Eighth. The businesses of the corporation shall be managed and directed by the Board of Directors. Vacancies in the Board of Directors shall be occupied by the decision of the majority of the Board of Directors. Meetings of the Board of Directors shall be held in the Republic of Panama or abroad and any Director can be represented and vote by proxy or proxies at any such meetings. To hold the meetings of the Board of Directors and to decide on the affairs of the corporation, it is necessary the presence of the majority of the members of the Board of Directors.
Ninth. The Resident Agent of the corporation is Midland Counselors at Law, with offices at Via Ricardo J. Alfaro, Century Tower Building, No. 713, Panama, Republic of Panama, Oscar Augusto Cedeño, practicing Attorney at law and Partner who accepts the appointment of the office under the condition that he is not responsible for the actions of the proxies or stockholders of the corporation. It is provided that the Resident Agent is not liable in any manner for the activities executed by the corporation within or without the Republic of Panama, nor is he responsible for the activities of the Directors and Officers nor on the results and/or effects of the acts, businesses, matters, operations and other affairs executed or authorized to be executed and/or carried out by the aforementioned corporation, whether through authorized persons or by intervention of other persons. Nor is the Resident Agent liable for the civil, criminal or physical acts, and acts of any other nature or character executed against said corporation, by individuals, financial corporations, banks or private institutions and/or national or international public entities for illegal acts committed by the corporation or its stockholders (whether through authorized persons or by intervention of other persons) in the course of the business.
Tenth. The granting of General Powers of Attorney in blank/with or without power of disposition, can be executed by the Board of Directors, being understood that under no circumstance the Resident Agent nor the Board of Directors of the corporation are liable for the acts, businesses, matters and operations and other affairs and acts executed by the corporation through the General Power of Attorneys granted or through its stockholders.
Eleventh. Dissolution. In case of dissolution of the corporation, whether voluntary or otherwise, the provisions of Chapter IX of Law Number 32 of February 26, 1997 shall apply and the Directors shall act as trustees with the faculties and powers conferred to them by Article 86 of said Law.
Twelfth. These Articles of Incorporation shall be amended by resolution evidencing said amendment or amendments, by two thirds (2/3) of the outstanding shares at a Special meeting convened for such purpose or at an ordinary meeting, upon proper notice thereto.
Thirteenth. Transitory provisions. The number of the first Directors shall be three and their names and addresses are as follows:
1.
2.
3.
Via Ricardo J. Alfaro Edificio Avenue, The Century Tower Suite No. 713 in Panama City, Republic of Panama. The Officers of the corporation and their respective offices are as follows:
PRESIDENT:
TREASURER:
SECRETARY:
Fourteenth. The Legal Representative of the corporation shall be _____ domicile in Ricardo J. Alfaro Avenue, The Century Tower Building, Suite No. 713, City of Panama, Republic of Panama.
Fifteenth. Subscription. The number of shares that each subscribe to these Articles of Incorporation agrees to take is one share. It is understood that all provisions of Law 32 of 1927 on Corporations of the Republic of Panama have been incorporated in these Articles of Incorporation, and this corporation is ruled by said law. In witness whereof, we sign and execute these Articles of Incorporation in the City of Panama, Republic of Panama.
