In August of 2013 the National Assembly of Panama passed Law 47 adopting a system for custodial care of Panama bearer shares.
Panama bearer shares are stock certificates issued by Panama corporations with no name of either an individual or a legal entity. Panama bearer shares simply contain the word “Bearer” on their corporate stock certificates. This means that anyone possessing a Panama bearer share is the owner. Panama bearer shares can be given to anyone who will automatically become its new owner.
Law 47 of 2013 goes into effect on August 6, 2015. After that date Panama bearer share certificate holders will have three years to bring them to an authorized custodian who will hold on to them. This new law requires all persons possessing Panama corporate bearer shares to designate who the custodian will be. The new law specifies that an authorized custodian could be either a Panama lawyer (or law firm), a licensed bank, a Panama fiduciary, or a brokerage house licensed by the Superintendant of the Panama Securities Market. When owners of Panama bearer shares submit them to the authorized custodian they must also submit a sworn declaration which will provide identity information of the valid owner and of the Panama corporation issuing the bearer shares certificates along with who the resident agent is for the corporation. After the effective date, all Panama corporations issuing bearer shares must submit them to the authorized custodian within 20 days along with the sworn declaration.
These sworn declarations must be provided to competent authorities requesting them when conducting an investigation into terrorist financing, money laundering, or other illegal activities under Panama laws or in compliance with international double taxation treaties and other international agreements entered into by the Panamanian government.
Finally, the Panama Supreme Court must keep a registry of the law firms and lawyers who serve as authorized custodians with penalty of sanctions for being in noncompliance of their custodial legal obligations pursuant to this law.
Note: this law does not affect current laws which only require that Panama corporate directors, officers, and their registered agent names be registered at the Public Registry. That means the names of all Panama corporation shareholders will not be publicly registered.
Other tax haven nations have chosen to eliminate all bearer shares as a result of pressure from the Organization for Economic Cooperation and Development (OECD). The OECD is a powerful international organization combating money laundering and terrorist financing with over 230 member countries. Panama has come up with a creative solution to protect shareholder’s privacy by creating a system controlling illegal conduct by bearer shares immobilization rather than elimination.
There may be concerns about the invasion of shareholders’ privacy when the names of the true owners of Panama bearer shares are held by a custodian who must turn over this information to government officials. However, only when a government is conducting an investigation into terrorism, money laundering, criminal activities, or double taxation violations can the sworn declaration be provided by the custodian. In addition, the names of shareholders in all Panama corporations will remain private as their names will never be filed in a public registry.
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