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ARTICLES

Operation of Insurance Companies in Panama

Any public or private entity that wants to carry out activities or operations related to the insurance industry in or from the Republic of Panama must be authorized by the Superintendence of Insurance and Reinsurance.  Will be considered insurance operations for those entities dedicated to the provision of health services and plans through the prepayment of fixed amounts that involve the transfer of risk to these entities that offer these insurance services.  The authorization is granted, preliminary, in a period of no more than 90 days and the final authorization will be approved within a term of no more than 180 days.

Requirements:

1.    Power of attorney and application by legal representative.

2.    Draft of the articles of incorporation in which the name, objectives, directors, officers, legal representatives, domiciles, authorized capital, issuance of registered shares, resident agent, subscribers and other elements that describe the activities to which the requesting entity will be engaged.

3.    If it is a foreign company, a document authorizing the constitution of the branch in the Republic of Panama authenticated by the diplomatic official or Consular of Panama in the country of origin. If said documents are written in a language other than Spanish, must be translated by an authorized public translator.

4.    Certification of the shareholders or partners of the company, signed by its Secretary or Treasurer. If the shareholders or partners are legal persons, this certification is extended until reaching the names of the natural beneficial owners of the shares or quotas. Additional it must submit the respective ID copies in case of being Panamanians or the passport in case of being foreigners; banking and personal references; and the police record or judicial record according to correspond.

5.    In cases where the company’s shares are quoted in a securities market, a certification must be provided in where its stock exchange(s) is registered, as well as the jurisdiction to which it belongs.

6.    Composition of the Board of Directors, with the respective curriculum vitae, personal and banking reference letters, copies of ID in case of being Panamanians and of the passport in case of being foreigners, as well as possible candidates to occupy the positions of managers, auditors and actuaries of the company, with their respective curriculum vitae. When the directors and officers have their domicile outside the country, they must appoint a general attorney domiciled in Panama and provide their respective curriculum vitae, personal references, and the police record or judicial record, accordingly.

7.    If it is a branch of a foreign company, a certificate from the respective supervisory authority of the country of origin, stating that the parent company is duly constituted in that country and that, of in accordance with its laws, it has operated with complete solvency for a minimum of five (5) years. Further, you must present the certification that you have been duly authorized to operate a branch in the Republic of Panama in the branches to which it is dedicated in its country of origin.

8.    Insurance policies and plans, actuarial technical notes that support the rates of all insurance branches in which it will operate, the guaranteed values of life insurance and the description of the procedures of the calculation of the mathematical reserve and any other element related to the products that will sell the company.

9.    Reinsurance program with which the requesting company starts operations, verifiable by letters of commitment issued by the respective reinsurers.

10.  Feasibility study that includes a market analysis and that projects the objectives of the company short, medium and long term applicant.

11.  Plan of the applicant company for the implementation of policies or programs on administration of risks, corporate governance, internal control and the technological information systems to use, manuals subscription and code of ethics and conduct.

12.  Manual of procedures on the measures of prevention and control of money laundering and against the financing of terrorism, as established in Resolution No. CTS-08 of October 29, 2008 and other resolutions issued in this regard by the Superintendence under Law 42 of 2000.

13.  Certified check in the name of the Superintendence, for the sum of US$3,000.00, for cover the research costs of the applicant, non-refundable in any case.

14.  Any other requirements established by this Law, regulations or the Superintendence.

15.  Once the above requirements have been met, the Superintendence will issue a temporary permit for a term of ninety (90) days, with the sole purpose of being able to register in the Public Registry the organization or authorization of the company, using the word insurance or any of its derivatives while obtaining the respective license.

16.  All the documents indicated, when they come from a jurisdiction other than the Republic of Panama, they must be apostilled or authenticated by the competent authority and by the Ministry of Foreign Affairs of the Republic of Panama.

17.  All companies or entities that request to operate or are operating as insurers must establish a minimum capital of US$5, 000,000.00.  The Board of Directors may review this minimum amount of capital upon request justified from the superintendent. The minimum capital must be invested in the permitted assets described in the numerals 1, 2, 3, and 4 of article 217 of Law 12 of 2012 that regulates insurance activity.  Insurers authorized to operate in the Republic of Panama have a maximum of three (3) years to comply with the requirements of this article based on annual fees of 20% on the minimum capital.

Authorization procedure:

Once the protocolization of the articles of incorporation before a public notary and its registration in the Panama Public Registry concluded, the applicant will have ninety (90) calendar days to submit the following documents:

  • Certificate issued by the Panama Public Registry and copy of the public deed of the company registered with the data of its inscription.
  • In the case of companies that have already been established, the status of the situation is closed to a maximum of ninety (90) calendar days prior to the date of the request, duly certified by independent authorized public accountants and suitable in the Republic of Panama.
  • New companies: opening balance duly certified by authorized public accountants independent and suitable in the Republic of Panama.
  • Certification, issued by a general license bank authorized to operate in the Republic of Panama, of that the minimum capital required to operate is constituted as a local deposit in said institution and that is free of liens.
  • New companies: certification of shareholders or partners, signed by its secretary or treasurer.  If the shareholders or partners are legal persons, this certification extends until reaching the names of the natural persons who own the shares or social quotas.  Additionally they must present the respective copies of ID in case of being Panamanian citizens and passport in case of being foreigners, bank and personal references, and the police record or judicial record, as appropriate.

The authorization for the company to operate in the Republic of Panama will be granted by resolution motivated by the Superintendence.

Causes for denial, postponement, cancellation of the insurance license:

•     If all documents required by current regulations are not presented satisfactorily and the company does not maintains the minimum capital required.

•     If the constitution of the company or its method of operations is in conflict with the provisions legal valid.

•     If the rights of the insured or the obligations of the insurer are not fully guaranteed and durable.

•     If specific facts or background justify the assumption that your business activity is in conflict with the good customs or with the financial stability of the insurance sector.

•     If inaccuracy or falsity of the documentation presented is verified.

•     If operations are not initiated within six (6) months after the license is granted.

•     If the insurance operations cease.

•     If it is proven that any of its directors, officers, executives or general attorneys, within the ten (10) years prior to the company’s application for registration with the Superintendence, it has been firm conviction for crimes involving drug trafficking, money laundering, fraud, malicious machinations, financial crimes or other crimes against public faith.

Impediments:

•     Those who have been firmly convicted of crimes of drug trafficking, money laundering, fraud, machinations malicious, financial crimes or other crimes against the public faith.

•     Those who, due to their functions, are prevented from exercising trade, in accordance with the current legal provisions.

•     Those that have been declared bankrupt or in bankruptcy proceedings or that are in a state of manifest insolvency.

•     Those who have been officers, directors or managers of companies intervened or liquidated by the Superintendence of Insurance and Reinsurance, by the Superintendence of Banks, by the Superintendence of Stock Market or by similar authorities of other countries, provided they have been declared responsible for acts leading to the respective insolvency situation by the competent authority.

•     These impediments will remain in effect until said person is rehabilitated before the Superintendence.

•     The Superintendent shall be empowered to verify the suitability of the aforementioned persons in any moment and to object and disable those who incur the impediments indicated in Law 12 of 2012 that regulates insurance activity in the Republic of Panama.

Branches of the Insurance Company:

  • People branches.  Individual life in all its modalities, collective or group life, personal accidents, health, industrial life, annuities, income, annuities, disability, loss of income, assistance to the traveler or any other insurance covering exposures to loss and risks of persons.
  • General branches.  Loyalty, fire and allied lines, maritime, land and air transport, sea and air hull, automobile, aviation, civil liability, theft, glass, technical branches, property titles, various risks, extensions of manufacturer guarantees or any other insurance not included in the field of people and / or bonds.
  • Bonds Branch. Compliance with contract, payment and other bonds related to the construction of works or for supply materials or equipment or any other bonds.

Obligations of Insurance Companies:

•     After authorization to operate is granted, the insurer will have thirty (30) days to present the contracts of reinsurance, including the conditions they will use.

•     The Superintendence will create a registry of reinsurance and non-reinsurance brokerage companies established in Panama, for whose admission and permanence must be submitted annually all the information required by the Superintendence to prove its solvency, liquidity, trajectory and seriousness, such as audited financial statements, credit rating of a recognized rating company international prestige and equivalent, supplementary and complementary equivalent documentation.

•     All insurers must comply with the requirements established by Law 12 of 2012 that regulates the activity of insurance within one (1) year.

•     Insurers must notify the Superintendence within thirty (30) days of any change in the documentation presented to obtain the license or change in the minimum capital required, in especially those related to changes in ownership of more than 10% of the shares in circulation. The new shareholder must prove that it meets the requirements of article 41 of Law 12 of 2012 that regulates the insurance activity; until the new shareholder prove that have complied with them, will not be able to exercise rights that correspond.

•     The Superintendence must also be notified, prior to its registration in the Public Registry, of changes in the board of directors.  When the transfer is more than 50% of the shares, the authorization of the Superintendence is required.

•     The Superintendence must ensure the moral and financial solvency of the shareholders and may formulate comments, observations and objections if these changes are not accordingly to the law and current regulations and if they can put the company and the insured at risk.

Contact us if you require legal assistance in your procedure to obtain a License for the establishment of an Insurance Company in the Republic of Panama.

Author(s)

Jorge Molina CIArb.

Senior Partner

Carla Arritola

Associate

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