Panama company Formation , Panama Immobilization Of Bearer Shares
The Republic of Panama amends it Bearer Shares Regime
Panama company Formation , This note seeks to explain, the Passing of Law 47 of 6 August 2013 (hereinafter "Law 47") which adopts a custodial system for bearer shares, and how it affects you as our client.
On 6 August 2013, the National Assembly of Panama passed Law 47,
which once it comes into effect will result in the immobilization of Bearer Shares,
which basically means that anyone in possession of Panamanian Bearer Shares
is required to designate an authorized,
custodian to take possession of such shares.
This change can mainly be contributed to the ever-increasing pressure
to comply with international standards set out by the OECD (Organisation for Economic Cooperation and Development)
as well as recommendation 24 of the Financial Action Task Force (FATF).
This has also become important for most double taxation treaties signed by the Republic of Panama.
How will this be implemented?
Current holders of Bearer Shares in existing companies will need to deposit their certificates with an authorized
custodian which could be a lawyer, law firm, bank or trust company in Panama
who will then receive a custody certificate in return.
Future Panamanian companies who issue Bearer Shares will have to deposit those shares with an authorized custodian.
The authorized custodian will be regulated
in Panama and will be required to keep records
of the details of the person who deposited the shares.
When will this be implemented?
Law 47 will take effect on 6 August 2015.
Thereafter every holder of a bearer share certificate will have three years
to submit the Bearer Shares to an authorized custodian,
along with a sworn declaration providing basic identity information about the true owner,
the corporation which issued the share and the resident agent.
Every corporation issuing Bearer Shares after 6 August 2015 must submit bearer share certificates
to the authorized custodian within 20 days from the date of issuance, along with a sworn declaration.
This declaration must be made available to the competent authorities who may request it
while investigating acts related to money laundering, the financing of terrorist activities or other illegal activities.
The law also requires that the Supreme Court of Panama keep a registry,
of lawyers and law firms that serve as authorized custodians.
However, this doesn't mean that shareholders' names are to be available in the Public Registry,
merely the corporation's officers, directors and registered agents' names
are registered at the Public Registry.
In recent years, Panama has taken significant steps in the fight against money laundering and in the financial transparency front, but it still has some way to go. This operation supports the Government in strengthening international tax transparency, financial integrity and fiscal management frameworks. These reforms are essential in safeguarding the country’s role as an international financial center
to keep in line with the OECD.
Panama has, however, found an innovative solution to protect privacy,
while still managing mechanisms to control
illegal activities by immobilizing bearer shares rather than eliminating them entirely.
The content of this article is intended to provide a general guide
to the subject matter. Specialist advice should be sought
about your specific circumstances.