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PANAMA - REGULATION TO THE LAW THAT CREATES THE PRIVATE AND UNIQUE SYSTEM OF REGISTRATION OF BENEFICIAL OWNERS OF LEGAL ENTITIES

Apr/2022

On March 25, 2022, Executive Decree No. 13 of 2022 (hereinafter "the Regulation") was published, by means of which Law No. 129 of 2020 (hereinafter "Law No. 129), which created the Private and Unique System of Registration of Beneficial Owners of Legal Entities, is regulated. The most important aspects of the Regulation are detailed below:

 

ASSIGNMENT OF A UNIQUE REGISTRATION CODE (HEREINAFTER "CUR"): Every lawyer or law firm that intends to provide resident agent services for Panamanian legal entities must be registered in the Unique System of the Superintendence of Non-Financial Subjects.

 

After their registration, the Superintendence of Non-Financial Subjects will assign a Unique Registration Code (hereinafter "CUR") to each resident agent that has satisfactorily completed the information required to be qualified as such.

 

INACTIVATION OF CUR: Every resident agent shall have the obligation to keep its contact information updated in the Unique System of the Superintendence of Non-Financial Subjects, in the understanding that, each time there is a change in its information, it shall have to update its own data in the system. Notwithstanding the foregoing, every resident agent, annually, as from the first anniversary of the date of its registration, shall update or validate the information provided in the Unique System.

 

A resident agent who fails to comply with the above obligations will have its CUR inactivated and, consequently, will not be able to provide the resident agent service.

 

The Superintendence of Non-Financial Subjects may deactivate the CUR of any resident agent who enters incorrect, outdated or inaccurate information in the Unique System about itself and about the legal entities and their beneficial owners to which it provides its services.

 

RESTRICTIONS: For the registration of corporate documents in the Public Registry of Panama, the corporate document to be registered must include the CUR as a requirement. In case the document does not include the CUR of the resident agent, its registration will be suspended until the CUR is included.

 

CHANGE OF RESIDENT AGENT: Legal entities that have appointed a resident agent that does not have an active CUR, will not be able to register documents in the Public Registry of Panama unless said documents refer to the appointment of a new resident agent that does have an active CUR. If a legal entity does not want to appoint a new resident agent with an active CUR, it will have to wait until its resident agent reactivates its CUR.

 

ADJUSTMENT TO THE UNIQUE SYSTEM: At the request of the Superintendence of Non-Financial Subjects, resident agents must provide to the Unique System any additional information required to them regarding legal entities and beneficial owners within the term established for such purpose. Failure to comply with this obligation will result in the inactivation of the CUR.

 

UPDATING OF THE BENEFICIAL OWNER REGISTRY: The resident agent shall have the obligation to keep the information updated in the Unique System on the beneficial owners of the legal entities for which it provides its services. Notwithstanding the foregoing, it shall also have the annual obligation to update or validate such information in accordance with the following dates:

 

  • Before July 15 of each year, for those legal entities incorporated between January and June.
  • Before January 15 of each year, for those legal entities incorporated between July and December.

 

Failure to comply with the obligations established both in Law No. 129 and in the Regulations will be sanctioned by the Superintendence of Non-Financial Subjects in accordance with the provisions of Law No. 129.

 

Please do not hesitate to contact us for further information on this matter.

 

Yuri Moreno
Partner

yuri.moreno@ariaslaw.com

 

Denise Littman
Associate

denise.littman@ariaslaw.com

 


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