Signing and closing meetings in a private company share sale

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What documents are commonly produced and executed at signing and closing meetings in a private company share sale?


Signing

The documents commonly produced and executed on signing in a private company share

sale are:

• Certificate issued by the relevant authority evidencing the existence of the parties.

• Evidence of payment of annual franchise tax.

• Secretarial certificate confirming the shareholding of the company.

  • Copy of the resolution of the board of directors of the buyer authorising the purchase of the shares and the transactions contemplated by the share purchase agreement, certified by the secretary of the company as validly adopted and in full force and effect.

  • Written resignations signed by each officer and director of the company, including revocation of all powers of attorneys granted to them by the company.

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

  • Copy of the resolution adopted by the seller's shareholders authorising the sale of the shares and the transactions contemplated by the share purchase agreement, certified by the secretary of the company as validly adopted and in full force and effect.

  • Written confirmation that none of the warranties set out in share purchase agreement have been breached.

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

  • Financial statements up to the year before the sale.

  • Purchase and sale agreement.

  • 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.


Closing

The documents are commonly produced and executed at closing in a private company share sale are:

  • Certificate(s) representing the shares, duly endorsed in the name of the buyer by the seller.

  • Updated register of shares evidencing the share transfer.


Delivery of endorsed share certificates is not required for asset sales. Instead, a deed

of title for the assets, together with tax clearance certificates and insurances policies if applicable, must be produced in addition to the sale and purchase agreement.


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


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