Corporation Law of the Republic of Panama
Law 32 of February 26, 1927

CHAPTER VIII:

Mergers

ARTICLE 71. Subject to the provisions of their articles of incorporation, any two or more corporations organized under this law may merge into a single corporation. The Directors, or a majority of them of each of such corporations desiring to merge, may enter into an agreement signed by them, describing the terms and conditions of the merger, the mode of carrying the same into effect and stating such other facts as are necessary to be stated in articles of incorporation and in accordance with this law, as well as the manner of converting the shares of each of the constituent corporations into shares of the new corporation, with such other details and provisions as are deemed necessary or desirable.

ARTICLE 72. The agreement may provide for the distribution of cash, notes or bonds in whole or in part, in lieu of stock, provided, however, that upon such distribution the liabilities of the new corporation, including those derived by it from the constituent corporations and including the amount of capital to be issued by the new corporation pursuant to the terms of merger agreement, shall not exceed the value of its assets.

ARTICLE 73. Said agreement shall be submitted to the stockholders of each of the constituent corporations at a meeting thereof called separately for the purpose of considering the same, of which meeting notice shall be given in the manner required by articles 40 to 43 of this law. At said meeting said agreement shall be considered and a vote taken for the adoption or rejection of the same.

ARTICLE 74. Unless the articles of incorporation otherwise provide, if the votes of stockholders of each corporation representing a majority of the shares entitled to vote thereon shall be for the adoption of said agreement, then that fact shall be certified on said agreement by the Secretary or Assistant Secretary of each corporation; and the agreements so adopted and certified shall be signed by the President or Vice-President and Secretary or Assistant Secretary of each of said corporations in the manner and in accordance with the requirements specified in Article 2 of this law with reference to the execution of articles of incorporation.

ARTICLE 75. The agreement of merger so executed shall be filed for registration in the Mercantile Registry as required in the case of articles of incorporation and when so filed shall be the agreement and act of consolidation of said corporations.

ARTICLE 76. When such agreement of consolidation is executed and filed as required by the two preceding articles, the separate existence of each constituent corporation shall cease and the merged corporations shall become a single corporation in accordance with said agreement possessing all the properties, rights, privileges, powers and franchises and subject to the restrictions, obligations and duties of each of the constituent corporations; provided that all rights of creditors and all liens upon the property of either of the constituent corporations shall be preserved unimpaired, but such liens shall be limited to the property affected thereby at the time of the merger. All debts, liabilities and duties of the constituent corporations shall appertain to the consolidated corporation and may be enforced against it to the same extent as if they had been incurred by it.

ARTICLE 77. The articles of incorporation of any corporation may provide and determine conditions, in addition to the requirements of this law, upon which such corporation may merge with any other corporation.

ARTICLE 78. Any action or proceeding pending by or against the extinguished corporations or any one of them, the consolidated corporation shall continue as a party to the action.

ARTICLE 79. The liability of corporations or the stockholders, directors or officers thereof, or the rights and remedies of the creditors thereof or of persons doing or transacting business with such corporations shall not in any way be lessened or impaired by the merger of two or more corporations under the provisions hereof.

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