Executive Decree No. 13 of March 25, 2022, which regulates Law 129 of March 17, 2020, by which the Private and Unique Registry System of Beneficial Owners of Legal Entities is created, was published in the Official Gazette on Friday March 25, 2022. The purpose of the Beneficial Owners Registration System is to assist the competent authority in the prevention of money laundering crimes, financing of terrorism and financing of the proliferation of weapons of mass destruction.
Every lawyer or law firm that intends to provide Resident Agent services must be registered in the Unique System; these lawyers and law firms must digitally provide the data and documentation that are required. Some of the information to be provided is:
• Address: Physical location of the place where the lawyer or the firm provide their professional services in the Republic of Panama
• Phone number
• Email (It will be used by the Superintendence of Non-Financial Subjects for notifications)
The Superintendence of Non-Financial Subjects must assign each Resident Agent a Unique Registration Code (CUR), made up of the lawyer’s suitability number or the folio number of the company in the case of a law firm and a confirmation code from the System. The Superintendence will publish on its website the list of duly registered and current resident agents. To keep the CUR active you must:
• Update information when it is changed
• Annually, from the first anniversary of the registration date, the information must be updated or validated.
o Before July 15 of each year for legal entities whose registration date took place between January and June.
o Before January 15 of each year for legal entities whose registration date took place between July and December.
The lack of updating entails the inactivation of the CUR, the suspension to provide the service of resident agent and the suspension of the registration of corporate documents in the Public Registry that require a resident agent. Inaccurate, outdated or incorrect information or documentation also leads to deactivation of the CUR. The records of registration and updating as well as the records of resignation of resident agent must be kept for a term of five (5) years.
The resident agent must provide all the necessary data of the legal entity for which it provides its services, including information on the Beneficial Owner. When registering the legal entity in the Unique System, the physical location where the legal entity carries out its main activity and regularly carries out its administrative procedures must be provided, as well as the Tax Identification Number.
In the case of legal entities, the Beneficial Owner is:
• The natural person or natural persons who own or control, directly or indirectly, twenty-five percent (25%) of the shares, participations or voting rights
• The natural person or natural persons who exercise control of the legal person through other means
• The natural person or natural persons who hold the position of senior administrative or exercise effective control of the legal person
• (Private interest foundations) The person who receives direct or indirect economic benefits and any other person who exercises final effective control over the foundation
• (Trusts in the corporate structure) The identity of the settlor, trustee, protector, beneficiaries and any other person exercising ultimate effective control over the trust
• (Legal person in liquidation, bankruptcy or insolvency proceedings) The natural person who is appointed liquidator or curator of the legal person
• (Death of the shareholder, partner or beneficial owner) The natural person who acts as executor or the personal representative of the estate of the deceased
Some identification criteria of the beneficial owner that must be supplied to the System are:
• Address (address of the beneficial owner)
• Date on which you acquired the status of beneficial owner
If you have questions about the Unique Beneficial Owner System do not hesitate to contact us.