Mergers & Acquisitions - Main Documents

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What are the main documents in an acquisition and who generally prepares the first draft?

Sale purchase agreements are typically prepared by the seller's advisers.

The main documents in an asset purchase agreement are:

• Deed of title to the asset.

• Certificate confirming the asset is free of liens, encumbrances and charges.

• Tax clearance certificates issued by the corresponding authorities.

• Insurance policies, where applicable.

• Purchase and sale agreement.

• Corporate authorities of the parties approving the transaction and appointing attorneys for the execution of the transaction documents.

• Evidence of identity and authority of the parties.

• Legal opinion of counsel in the parties' jurisdiction of incorporation confirming

• their legal capacity and authority.

The main documents in a share sale acquisition are:

• Articles of incorporation of the company and the amendments to them.

• Evidence of payment of annual franchise tax.

• Financial statements up to the year before the sale.

• Purchase and sale agreement.

• Certificate of the secretary or other officer of the company in respect of the shareholding.

• Certified updated register of shares.

• Share certificate in the name of the seller.

• Letters of resignation of all directors and officers.

• Shareholders' resolution accepting resignations of directors and officers and appointing new directors and officers, and new registered agents, when applicable.

• Corporate authorities of the parties approving the transaction and appointing attorneys for execution of the transaction documents.

• Evidence of the identity and authority of the parties.

• Legal opinion of counsel in the parties' jurisdiction of incorporation confirming their legal capacity and authority.

More info on Private mergers and acquisitions in Panama, contact: María de Lourdes Marengo (mmarengo@pmalawyers.com) | Nadya Price (nprice@pmalawyers.com)

PATTON MORENO & ASVAT, the experienced legal guidance you can trust.

- An extract of the Private Mergers & Acquisitions Guide, originally published by Thomson Reuters