Touchstone - Corporate Services In Panama and Colombia

SYNOPSIS FOR CORPORATE SERVICES IN PANAMA AND COLOMBIA The United States International Development Finance Corporation (DFC) is seeking corporate services in Panama and Colombia to manage the assets and interests acquired as a result of a political risk insurance claim settlement. Specifically, DFC requires assistance in taking corporate control of certain entities and ensuring compliance with the laws of Panama and Colombia until the eventual liquidation of said entities. The synopsis below outlines the context and scope of work required. BACKGROUND (Note: Entity names have been redacted) [Canada LP], a limited partnership organized and existing under the laws of Canada ( [Canada LP] ) established Panama Entity, S. de R.L., a limited liability company organized and existing under the laws of Panama ([Panama Entity]), which in turn established [Colombia Branch], a Colombian branch of [Panama Entity] ( [Colombia Branch] and, together with [Canada LP] and [Panama Entity], the [Entity Parties] ) to develop, construct, expand and operate a surface-level gold mine and processing facility in Colombia (the Project ). To settle a political risk insurance claim by [Panama Entity] for coverage provided by the United States International Development Finance Corporation ( DFC ), DFC and the [Entity Parties] entered into a claim settlement agreement on December 15, 2023 (the Settlement Agreement ) by means of which (i) DFC paid the political risk insurance claim; and (ii) the [Entity Parties] assigned and transferred to DFC, pursuant to the terms and conditions established therein, all ownership interests in and to [Panama Entity]’s equity investments in [Colombia Branch] (the Investment ) and all other rights and interests in all claims of the [Entity Parties] related to the political risk insurance claim (the Assigned Assets ). To give effect to the assignment and transfer of the Assigned Assets, to protect any and all claims DFC may have in connection with such Assigned Assets, and to create pathways to undertake such salvage efforts as it may wish to pursue, while mitigating and minimizing any liability DFC, as assignee, may have thereunder, DFC seeks to undertake corporate control of [Panama Entity] and [Colombia Branch], and take all corporate actions as may be required to ensure that [Panama Entity] and [Colombia Branch] continue to operate in compliance with applicable laws until eventual liquidation. SCOPE OF WORK - CORPORATE SERVICES IN PANAMA In Panama, DFC requires (i) to perfect the assignment and transfer of Assigned Assets by undertaking corporate control of [Panama Entity] and, thereby, [Colombia Branch]; (ii) to appoint a new manager, legal representatives, and resident agent (iii) to issue new powers of attorney; (iv) to comply with annual fees requirements, accounting records requirements, and due diligence requirements after the perfection of the transfer of the Assigned Assets; and (v) to take all corporate actions as my be required to (1) pursue salvage efforts in Colombia and, (2), eventually dissolve [Panama Entity] and [Colombia Branch]. The Corporate Services Provider will provide the following services for [Panama Entity], on behalf of DFC, pursuant to documents prepared by DFC’s Panama counsel, executed and delivered upon contract award between DFC and the Corporate Services Provider: 1. Under an assignment agreement for the transfer of [Canada LP]’s equity interest in [Panama Entity] act as nominee (trust or other entity, the Assignee ) on behalf of DFC. 2. Under an Assignee’s trust or other entity, the Assignee would hold, for the direct/indirect benefit of DFC, all equity interest in [Panama Entity]. 3. Under corporate resolutions and undertakings of corporate actions that give effect to the transfer of [Canada LP]’s equity interest in [Panama Entity], perform services in accordance with the following: 1.Corporate resolution that amends [Panama Entity]’s articles of incorporation to include the names of the new members. 2.Registration of such resolution before the Panamanian Public Registry Office. 3.Annotation of the transfer of [Canada LP]’s equity interest (e.g., quotas ) in [Panama Entity] under the company’s registry book. 4.Endorsement of the current quota certificates representing all equity interest in [Panama Entity] in favor of the Assignee. Under corporate resolutions and undertaking of corporate actions to change management of [Panama Entity], perform services in accordance with the following: Corporate resolution(s) of [Panama Entity], removing the current managers and officers of [Panama Entity] and appointing new managers (appoint representatives of Corporate Services Provider for Colombia as managers) Registration of such resolution before the Panamanian Public Registry Office. Prepare corporate resolution revoking any special and/or general power of attorneys previously granted by [Panama Entity]. Corporate resolution(s) of [Panama Entity], granting one or more new special and/or general power of attorney (grant to representatives of Corporate Services Provider for Colombia for appointment as managers) to manage the operations of [Panama Entity] and sign all corporate, commercial and regulatory documents needed for the day to day of [Panama Entity], and the dissolution and any other matter needed in connection with DFC taking control of [Panama Entity] and eventually dissolving it. 5. Request Public Registry Office certificates of [Panama Entity] from the Public Registry Office. 6. Provide services as resident agent of [Panama Entity], performing the following duties: Maintain (i) accounting records; and (ii) copies of due diligence (KYC) documents required under Panama law. Collect corporate annual fee and make payment to the Panamanian tax authority. Under corporate resolutions for the dissolution of [Panama Entity] and undertaking of corporate actions to give effect to dissolution, perform services under the following and as instructed by DFC: Corporate resolution that dissolves [Panama Entity], to so dissolve it. File before the Public Registry Office the (i) corporate resolution that authorizes the dissolution of [Panama Entity]; and (ii) corporate resolution that confirms that [Panama Entity] completed the liquidation process. 8. Cancelation of [Panama Entity]’s taxpayer identification numbers (RUC) before the Panamanian tax authority. 9. Licensed Trustee (optional) – DFC is prepared to consider other arrangements, as proposed by the Corporate Services Provider and incorporated into the contract award, to limit DFC’s exposure to liabilities that may arise in connection with its ownership of [Panama Entity] and [Colombia Branch], for example, holding ownership interest in [Panama Entity] through a trust(s) to be managed by the same trustee. Such an arrangement may involve transforming [Panama Entity] from a S. de R.L. to a S.A. entity. For this purpose, the Corporate Services Provider shall arrange for a trustee with a license issued by the Bank Superintendency of Panama, to (i) first receive, as Assignee, on behalf of a trust(s), all equity interests in [Panama Entity]; and (ii) then manage and coordinate through such trust(s) all corporate actions following instructions from DFC in connection with [Panama Entity]. SCOPE OF WORK – CORPORATE SERVICES IN COLOMBIA For [Colombia Branch], [Panama Entity] should appoint representatives that have the required expertise to undertake such actions as may be necessary for closing operations and to eventually liquidate [Colombia Branch], or to continue with the operations of [Colombia Branch], as required, and in general, for the Project. The Corporate Services Provider is expected to carry out various tasks aimed at ensuring compliance, risk mitigation, and legal protection for [Colombia Branch].