Law No. 129, which deals with the “Private and unique system of registration of final beneficiaries of legal entities” was approved in Panama on March 17, 2020 and became law on March 20, 2020.
The objective of this new Law is that every lawyer or law firm that provides its services as a resident agent must register and keep this registry up-to-date with the Superintendence of NonFinancial Regulated Subjects, to store and protect the information contained therein, guaranteeing, in principle its confidentiality and integrity. The resident agent will be assigned a unique registration code (CUR), for access to the single system of final beneficiaries.
What information should be reported?
Legal entity: Name, page, registration date, address and main activity.
Final beneficiary: Name, ID or passport number, date of birth, nationality, address and date on which he acquired the status of final beneficiary of the legal person.
Final beneficiary of companies with common shares listed on the local or international stock exchange, or owned by an international, multilateral or State body:
- Legal Person: Name, address, country of incorporation and name and jurisdiction of the stock exchange in which the legal person is listed.
- Final Beneficiary of a state or multilateral entity: name, address, country and full name of its legal representative or similar.
- Final Beneficiary of the legal person owned by a State: full name of the country and date of constitution.
When should this information be reported?
For new legal entities, the resident agent must register the UBO information within 30 days from the date of its registration (in the Public Registry of Panama) or of its designation as a new resident agent. For existing legal entities, the resident agent will have 6 months. If the UBO of any legal entity changes, the resident agent has 30 days to report such change.
Use of Information
The information that rests in the Single System and to which the designated officials have access will be made available to the competent authority, understood by these, the Superintendency of Non-Financial Subjects, the Financial Analysis Unit (UAF), the Public Ministry, the Ministry of Economy and Finance (MEF). Likewise, a window is left open so that any other institution or government agency with competence to see money laundering, terrorist financing and the proliferation of weapons, can request it and have access to it. This information will be kept in custody during the validity of the legal entity and then for 5 years after its dissolution in the Public Registry of Panama.
Penalties for non-compliance.
If the required information is not provided to the Superintendency, the Superintendency may order that the Public Registry of Panama (the “RP”) suspend the legal entity. A legal entity will dissolve in the RP after 2 years of not submitting the UBO information. If the resident agent is unable to update UBO information due to UBO’s refusal to provide it, the resident agent must resign as a resident agent of the legal entity. Chapter IV Law 129 establishes a series of sanctions that apply to both the resident agent, the legal person and the officials assigned in breach of the provisions of this rule. In this sense, pecuniary penalties of B / .1,000.00 to B / .5,000.00 are included for resident agents who do not carry out the corresponding registrations and updates. This sanction applies for each legal person and may be progressive until the breach is remedied.
Terms of Implementation
Panama recently approved an extension of the Fiscal Amnesty period. The original regulation adopted through Law 99 2019, established an amnesty on interests and penalties in relation to pending annual taxes for companies and foundations and was due to expire on February 29, 2020. It is now extended for four months until on June 30, 2020. Under the terms of the extension, interest and penalties in relation to the outstanding annual taxes are discounted by 85%. This is very useful if you want your companies and foundations back in order at a very low cost. If the data of the final beneficiary cannot be entered, the Resident Agent must submit his resignation to the Public Registry of Panama, or he could be subject to the previously indicated administrative sanctions.