During the years 2020 and 2021, several key pieces of legislation were passed in the Panama Corporate Registry.
One of the most important pieces of legislation in Panama’s increasing arsenal of Anti-Money Laundering, Anti-Terrorist Financing, and Anti-proliferation of weapons of mass destruction legislation during this period was Law 129 of March 2020.
This law introduced the news that Panama was making a very important step forward on the offshore world stage.
It introduced the requirement to register basic details of the beneficial owners of Panamanian legal entities in a Panama Corporate Registry of Final Beneficiaries, which was at that time in its infancy.
The requirement for registered agents to gather information on beneficial owners was certainly not new and had been a focus both for Panama and other jurisdictions for several years previously.
However, Law 129 listed the specific information that would be required to be held in the Panama Corporate Registry of Final Beneficiaries.
The time limit within which to register information in the Panama Corporate Registry of Final Beneficiaries
Each Registered Agent of a Panamanian legal entity is required to register information in the Panama Corporate Registry of Final Beneficiaries within fifteen working days, following the incorporation, or registration, of a new legal entity.
Information required in the Panama Corporate Registry of Final Beneficiaries
Legal entities
- Full name.
- Registration details in the Public Registry (folio).
- Date of registration in the Public Registry.
- Address.
- Main, or principal, type of business activity carried out by the legal entity.
- The jurisdiction where the legal entity operates, in the case of a commercial entity.
Beneficial owners of legal entities
- Full name.
- Passport or personal ID number.
- Date of birth.
- Nationality.
- Address.
- Date on which the individual became a beneficial owner.
Change of Registered Agent in the Panama Corporate Registry of Final Beneficiaries
Registered Agents who resign services to a legal entity must inform the Superintendency for Non-Financial Reporting Entities of the resignation within ten working days following the resignation.
At that point, the outgoing registered agent will no longer have access to the Panama Corporate Registry of Final Beneficiaries, as regards that legal entity.
Similarly, the new registered agent must inform the Superintendency for Non-Financial Reporting Entities within fifteen working days of their appointment as a new registered agent, as regards that legal entity.
The new Registered Agent will be given an access code to be able to access the Panama Corporate Registry of Final Beneficiaries as regards the legal entity, to which they are appointed as the new Registered Agent.
Updating information provided to Registered Agents in the Panama Corporate Registry of Final Beneficiaries
Legal entities must provide the information required to be registered in the Panama Corporate Registry of Final Beneficiaries to the Registered Agent.
There is also an obligation to inform the Registered Agent of any change in beneficial ownership, or any change in any of the information pertaining to the beneficial owners that is required to be registered in the Panama Corporate Registry of Final Beneficiaries, within fifteen working days.
In turn, Registered Agents will then have five working days within which to update the change in the Panama Corporate Registry of Final Beneficiaries.
Length of time for which information in the Panama Corporate Registry of Final Beneficiaries must be maintained
The information registered in the Panama Corporate Registry of Final Beneficiaries will remain in that Registry for the time during which the legal entity is active and for not less than five years following the dissolution of the legal entity.
Access to the Panama Corporate Registry of Final Beneficiaries
Access to the Panama Corporate Registry of Final Beneficiaries is restricted to Registered Agents and to the two members of the Superintendency for Non-Financial Reporting Entities appointed to carry out that function.
The information held in the Panama Corporate Registry of Final Beneficiaries will be strictly confidential and will only be provided to the competent authorities in strict compliance with the procedures, requirements, and formalities applicable.
Sanctions related to the Panama Corporate Registry of Final Beneficiaries
Law 254 states that Registered Agents could be fined between $1,000 and $50,000 for each legal entity which was not registered in the Panama Corporate Registry of Final Beneficiaries or for which the registered agent fails to update the information.
Law 254 also states that the Superintendency of Non-Financial Reporting Entities will order the Panamanian Public Registry to suspend the status of each legal entity which was not registered in the Panama Corporate Registry of Final Beneficiaries, or for which the Registered Agent fails to update the information, meaning that it will not be possible to file any corporate document or request any type of certification for that legal entity.
Decree 13 of 25 March 2022 and the Panama Corporate Registry of Final Beneficiaries
The principal function of Decree 13 of 25th March 2022 is to outline the way in which Registered Agents of Panamanian legal entities must be listed in the Panama Corporate Registry of Final Beneficiaries.
It is important to emphasize the importance attached to the provision of an access code, known in Spanish and in the law as a ‘Código Unico de Registro’ or CUR, for the Panama Corporate Registry of Final Beneficiaries, to each Registered Agent for a Panamanian legal entity.
Failure on the part of the Registered Agent to officially list their details in the Panama Corporate Registry of Final Beneficiaries will prevent the provision of an access code, or CUR, to the Registered Agent.
Verification of information uploaded into the Panama Corporate Registry of Final Beneficiaries
Decree 13 also states that the Superintendency of Non-Financial Reporting Entities will verify the information that is uploaded into the Panama Corporate Registry of Final Beneficiaries.
This will include checking that there are no matches with names of individuals subject to sanctions, or with any individual suspected of illegal activity.
Additionally, the Superintendency of Non-Financial Reporting Entities will issue a certification to any Registered Agent resigning services to a legal entity, stating that the name/s of the beneficial owner/s has/have been verified and no negative matches have been found.
