Contents of this guide
What the beneficial ownership register is and who runs it
Law 129 of March 17, 2020 created the Private and Single System for the Registration of Beneficial Owners of legal entities. The law was published in Gaceta Oficial 28.985-C of March 20, 2020 and amended by Law 254 of November 11, 2021, according to the notes in the consolidated text. Article 1 sets the purpose: to give competent authorities access to the beneficial owner information gathered by lawyers acting as resident agents, in order to prevent money laundering, terrorism financing and the financing of the proliferation of weapons of mass destruction.
The SSNF runs the system, which is free, private and of limited access (article 8). The SSNF frequently asked questions guide calls it the Registro Único de Beneficiarios Finales, or RUBF, and states that Executive Decree 13 of March 25, 2022 regulates Law 129. It is not an open register like the Public Registry, where anyone can look up companies and properties, as Radar’s guide to searching the Public Registry online explains.
Who files: the resident agent, not the company owner
The filing burden falls on the resident agent. Article 3 requires every lawyer or law firm providing that service to register with the SSNF and keep the registration current. The SSNF assigns each agent a Unique Registration Code (CUR) and, if the agent is not properly registered, the companies it serves can have their corporate rights suspended until the situation is fixed (article 6). Switching to a registered agent carries no registration fees.
The company, for its part, must give the agent all the data needed to know the beneficial owner (article 7) and report any change. When a company is incorporated through a firm, the incorporation plan can include that service: according to the website of Legal Solutions Panamá on company formation, the Basic plan includes the first year of resident agent fees. If the type of company is not yet decided, Radar’s guide on offshore or operating company helps choose by activity.
Who the beneficial owner is
Article 2, paragraph 3 defines the beneficial owner as the natural person or persons who ultimately, directly or indirectly, own, control or exercise significant influence over the client or the business relationship, or on whose behalf a transaction is carried out. It includes those who exercise ultimate effective control over a legal entity. The law refers the numerical criteria to Law 23 of 2015 and its regulations.
Those regulations include Executive Decree 35. According to the excerpt published by vLex, its article 3, paragraph 1 sets an ownership level of 25% or more for non-financial obliged subjects and 10% for financial ones. When ownership alone does not identify a person, the SSNF indicates what applies in each case:
| Company situation | Who is registered as beneficial owner |
|---|---|
| Company with shares and clear owners | The natural person who owns or controls the company, directly or indirectly. |
| Not identifiable by share ownership | The person who exercises ultimate effective control by other means. |
| Still not identifiable | The person holding an administrative position with relevant decision-making power. |
| Company with no shares issued | The resident agent must keep information on those who exercise ultimate effective control. |
| Company for sale, until it is sold | The resident agent. |
| Private non-profit foundation endorsed by the Ministry of Government | Not subject to Law 129, according to the SSNF. |
Source: article 2 of Law 129 and questions 14, 15 and 18 of the SSNF frequently asked questions. Companies listed on a stock exchange or owned by a State are registered with different data (article 10, paragraph 3).
What data is declared and what to hand over
Article 10 lists what the agent must enter in the system. For the company: full name, folio number, registration date, address, main activity and, if it is commercial, the jurisdiction where it operates. For each beneficial owner: full name, ID, passport or personal identity document number, date of birth, nationality, address and the date the person acquired that status.
With that list as a base, an organized file before incorporating the company or changing agent avoids delays. A reasonable checklist would be:
- Valid identity document for each beneficial owner. Passport or ID, with the full name exactly as it appears on the document.
- Date of birth, nationality and address for each person. These are mandatory fields under article 10.
- Date each person became a beneficial owner. The system asks for it, so it is best to have it ready before incorporation or before buying the company.
- The full ownership structure. If another company sits between the person and the Panamanian company, each link must be shown until natural persons are reached.
- Main activity and jurisdiction of operation. The company must be able to describe what it does, even if it is a structure with no local operations.
- Notice of any change. A share transfer, a new attorney with control or a change of address must be communicated to the agent for updating.
Deadlines, privacy and penalties
The law sets short deadlines and fines that fall on the resident agent, not on the client, unless the client supplies false data. The table summarizes what the consolidated text establishes.
| Topic | What the law says | Article |
|---|---|---|
| Initial registration | Up to fifteen business days from the company’s registration or the appointment of a new agent. | 11 |
| Changes in data | The company notifies the agent within fifteen business days and the agent updates within five business days. | 12 |
| Who has access | The resident agent and two officials designated by the SSNF, to serve competent authorities. | 14 |
| Confidentiality | Anyone with access must keep it confidential even after leaving the post; fine of B/.200,000. | 16 and 17 |
| Retention | While the company exists and for at least five years after its dissolution is registered. | 21 |
| Fine on the agent | From B/.1,000 up to B/.50,000 for each company not registered or updated. | 23 |
| False declaration | Double the maximum penalty; liability shifts to the company or beneficial owner if they were the ones who lied. | 25 |
| Suspension | The SSNF can order the Public Registry to suspend the corporate rights of an unregistered company. | 24 |
Suspension has practical effects: while it lasts, no act can be registered and no certificates of the company can be issued, with exceptions for authorities and for third parties who need to enforce their rights (article 24). The SSNF also notes that the Public Registry suspends the corporate rights of a company that goes more than 90 calendar days without a resident agent after resignation or removal, or that accumulates three consecutive years of arrears in the single fee.
Unauthorized access by third parties is improper and punished with a fine of B/.500,000 (articles 9 and 26). That is why a bank, a buyer or a notary does not consult the system: they ask the client for documents and statements, as explained next.
What banks ask for and how it relates to the register
The SSNF register and opening a bank account are separate processes. According to the website of Legal Solutions Panamá on bank account opening, for a corporate account banks request the company’s documents and those of its beneficial owners, and also review the source of funds and the applicant’s profile. The same page states that each bank applies its own compliance criteria, and that the document list is provided as part of the service.
In practice, having the beneficial owner file ready for the resident agent also serves the bank, because the identity, structure and activity data are the same. Radar’s guide to the bank account for an offshore company explains due diligence in more detail, and the list of documents to open an account as a foreigner helps prepare the file by profile.
Legal Solutions Panamá’s website describes support for opening personal and corporate bank accounts, with an initial case review by a specialist lawyer and the list of documents each bank asks for, including those of the beneficial owner.
This content is informational and does not replace the advice of a lawyer. Figures and deadlines can change through amendments to the law or its regulations, so they should be confirmed with the resident agent or the SSNF.
Frequently asked questions
What is Panama’s beneficial ownership register?
It is a private system administered by the SSNF that holds the data of the natural persons behind Panamanian companies. It was created by Law 129 of 2020 and is fed by resident agents.
Who is the beneficial owner of a company in Panama?
The natural person who owns, controls or exercises significant influence over the company, directly or indirectly. Executive Decree 35 sets 25% or more for non-financial obliged subjects and 10% for financial ones.
Who registers the beneficial owner: the company or the resident agent?
The resident agent does, a lawyer or law firm registered with the SSNF. The company is only required to give the agent the data and report changes.
Is the beneficial ownership register public?
No. The law defines it as private and of limited access: only the resident agent and two SSNF officials have access, and the information goes to competent authorities that request it.
What happens if the beneficial owner is not registered or updated?
The resident agent can be fined from B/.1,000 up to B/.50,000 per company, and the SSNF can order the Public Registry to suspend the company’s corporate rights until the situation is regularized.
Related articles
- Bank Account for a Panama Offshore Company: Requirements and Due Diligence
- Offshore Company or Operating Company in Panama: How to Choose by Activity
- How to set up an offshore company in Panama: requirements, steps and obligations
- How to search the Public Registry of Panama online
Sources
- Law 129 of March 17, 2020, consolidated text with Law 254 of 2021 (SIJUSA copy): articles 1 to 3, 6 to 12, 14, 16, 17, 21 and 23 to 26. The law is in Spanish and the quotations are paraphrased.
- SSNF, Beneficial Owner Registry Directorate, frequently asked questions: Executive Decree 13 of 2022, identification criteria and suspension cases.
- SSNF, frequently asked questions on the Beneficial Owner Register: administration of the system and data the resident agent records.
- vLex, Executive Decree 35, regulation of Law 23 of 2015: article 3, paragraph 1.
- Legal Solutions Panamá, bank account opening and company formation.
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