By means of Law 129 of 2020, the Private and Unique System of Beneficial Owners of legal entities in Panama was created. This system will be under the administration of the Superintendence of Non-Financial Subjects (SSNF), in order to guarantee the timely access of the competent authorities to the information of the beneficial owners of the legal entities registered in Panama, while guaranteeing the confidentiality and security of the system.

• What is a Unique Registry of Beneficial Ownership (RUBF)?

It is a system through which attorneys providing resident agent services in the Republic of Panama, register the legal entities incorporated in the Public Registry of Panama, and also register the final beneficiaries (natural persons) of these entities.

• For what type of legal entity does the beneficial ownership registry apply?

The Beneficial Ownership Registry Law does not distinguish according to the type or nature of the legal entity, nor the nationality or residence of the beneficial owners, so it applies to all legal entities incorporated in Panama, namely, corporations, private interest foundations, limited liability companies, including trusts, and to both nationals and foreigners who are the owners, partners, shareholders or main beneficiaries of the legal entity when they have substantial power over them.

• Which entity is responsible for its administration and custody?

The RUBF is administered and kept in custody by the Superintendence of Non-Financial Subjects (SSNF).

• What is a beneficial owner?

The natural person or persons who, directly or indirectly, own, control and/or exercise significant influence over the account relationship, contractual relationship, and/or business relationship or the natural person on whose behalf or for whose benefit a transaction is carried out, which also includes natural persons who exercise ultimate control over a legal entity.

• What information must the resident agent provide in the RUBF?

Legal entity information: Name, folio, date of registration, address and main activity of the legal entity.

Information on the beneficial owners: Name, identity card or passport number, date of birth, nationality, address and date on which he/she became the legal entity’s beneficial owner.

• What should be the status of the legal entities to be registered in the RUBF?

Legal entities that must be registered are those that are in existence and have not been suspended or dissolved.

• Is there a deadline to submit the information in the RUBF?

The information must be submitted within a peremptory term, subject to penalties in case of non-compliance.

Resident Agents must formalize the information registration in the Private and Unique System of Registration of Beneficial Owners within fifteen (15) business days following the date of incorporation or registration of the legal entity or its designation as a new Resident Agent in the Public Registry.

• What are the consequences of not providing beneficial ownership information to Resident Agents?

To protect against liability, the Resident Agent shall resign its designation if it does not receive from its client the information required to complete its due diligence.