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BANKING SUPERINTENDENCE

  • Published 16.12.2014

No.27681  - Official Gazette – Tuesday, December 16, 2014 – Page 1

REPUBLIC OF PANAMA – BANKING SUPERINTENDENCE

GENERAL RESOLUTION OF THE BOARD OF DIRECTORS SBP-GJD-0009-2014

(December 2, 2014)

Whereby the measures for identifying the actual owner or final beneficiary of corporations are established.

THE BOARD OF DIRECTORS,  exercising its legal powers,

WHEREAS:

  • As a result of the issue of Decree law 2 of February 22, 2008, the Executive Branch prepared a systematic classification or arrangement by way of a sole text of Decree Law 9 of February 28, 1998 and all of its modifications, which was approved by means of Executive Decree 52 of April 30, 2008, hereinafter referred to as the Banking Law;
  • In accordance with subparagraph 5 of Section 1 of Article 11 of the Banking Law, it is incumbent upon the Board of Directors to establish, within the administrative sphere, the interpretation and scope of the legal and regulatory provisions in banking matters;
  • Law 42 of October 2, 2000 sets measures for the prevention of the money laundering crime as well as an obligation for banks and trust companies to maintain, within the scope of their operations, the due diligence and care that are conducive to preventing such operations from being carried out with funds or on funds originating in activities related to the money laundering crime;
  • According to the provisions of Article 114 of the Banking Law, the banks and other subjects or persons supervised by the Banking Superintendence shall adopt policies, practices and procedures allowing them to know and identify their clients and their employees as accurately as possible, the Superintendence being able to maintain the power to develop the pertinent norms that match the policies and rules in effect in the country;
  • By means of Agreement No.12-2005, this Banking Superintendence set the guidelines for preventing the improper use of banking and trust services;
  • Article 4, paragraph 1, letter g of Agreement No.12-2005 stipulates that when applying due diligence procedures on juridical persons, banking entities must duly document information allowing to know the identity of the real owner or final beneficiary of the account.
  • In the sessions of this Board of Directors it has been manifested that there is a need and it would be convenient to provide banks with tools allowing them to fully identify the true owner or final beneficiary in the case of corporations.

RESOLVES:

ARTICLE 1. IDENTIFICATON OF THE FINAL BENEFICIARY IN CORPORATIONS. For the purposes of what has been established in Article 4, paragraph 1, letter g of Agreement No.12-2005, the bank must ensure that it identifies the final beneficiary or actual owner of the juridical person or body corporate.  In the case of corporations, banks shall requests the documents evidencing the name of the natural person identified as the actual beneficiary or holder of the share certificates of the corporation, taking into account the percentages established in the General Resolution of the Board of Directors SBP-GJD-0004-2014 of January 28, 2004.

ARTICLE 2. CORPORATIONS WITH BEARER SHARES.  Without prejudice to the provisions of the foregoing article, in the case of corporations whose Articles of Incorporation allow the issue of bearer shares, the bank shall apply any of the following options:

No.27681  - Official Gazette – Tuesday, December 16, 2014 – Page 2/2

General Resolution SBP-GJD-0009-2014

  1. Require and obtain from the client, an amendment of the Articles of Incorporation such that same do not allow the issue of bearer shares or only allow the issue of par value shares; or
  2. In the case of corporations with shares issued to the bearer, the bank shall keep such juridical persons as clients, provided that the following is complied with:

    a. The bearer shares are kept under custody (immobilization of shares), be it at the bank itself or by a custodian authorized and accepted by the bank, thus  allowing to know at all times who is the actual and effective owner of the shares; and

    b. An affidavit is delivered to the bank indicating information about the owner and final beneficiary of the shares issued to the bearer, which must contain the following:

    b.1. Full name

    b.2. Nationality

    b.3. Identity Card Number or Number of Valid Passport

    b.4. Physical Address

    b.5. Telephone number; and

    b.6. Email or Fax Number

If there is any variation or change in the information contained in the Affidavit referred to in this Article, the Bank shall require its clients to update same within the following 30 days. Otherwise, in the case of bank accounts, the bank shall proceed to close the account.

As soon as this Resolution becomes effective, the banks must comply with the requirements of this Resolution when opening new accounts for corporations allowing the issue of bearer shares.  In the case of accounts belonging to corporations that allow the issue of bearer shares which were opened before the entry into force of this Resolution, banks shall have a term of twelve (12) months to comply with the requirements of this Resolution.

If before the end of the twelve (12) month term the Bank deems that it will not be able to comply with the requirements established herein, it may request the Banking Superintendence for an opportunity to extend such term by presenting any progress made to date and demonstrating the motives for which it has been unable to comply with the conditions established.

The Superintendent shall evaluate each case in accordance to the volume of accounts that fail to comply with these requirements, in which case it shall evaluate the term or extension that it shall give taking into account the guidelines or parameters issued by the bank.

ARTICLE 3.  As of the entry into force of the requirements relating to the custody system applicable to the shares issued to the bearer, as envisaged in Law No.47 of August 6, 2013, corporations meeting such requirements shall be deemed, as far as banks are concerned, compliant with the provisions of paragraph 2 of Article 2 of this Resolution. 

ARTICLE 4 – VALIDITY. This Resolution shall enter into force as of its enactment.

 

Done in the City of Panama, on the second (2) day of the month of December of the year two thousand fourteen (2014).

 

LET IT BE COMMUNICATED, PUBLISHED AND FULFILLED.

THE PRESIDENT,                                    THE SECRETARY 

(Illegible signature)                                       (Illegible signature)

L.J. Montague Belanger                             Luis Alberto La Rocca

 

(Seal) Banking Superintendence – Secretariat General – (Illegible signature) – Javier Motta – Assistant General Secretary – True Copy of the original – December 4, 2014.

The foregoing is a true translation of a document in Spanish. Panama, January 7, 2015.

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