In a move designed to further discourage the use of bearer
shares in the Republic of Panama, the Panamanian
Superintendency of Banks issued, on December 2 2014, the
General Resolution of the Board of Directors SBP-GJD-0009-2014
in which they established measures for the identification of
the real owners or final beneficiaries of Panamanian
This latest resolution sets out a list of requirements that
all Panamanian banks must comply with in a period of twelve
months counted from the issuance of the resolution, for clients
whose corporations allow the issuance of bearer shares.
As a first option, the bank must request the client to
modify the articles of incorporation of its company in order to
specifically state that it can only issue nominal shares or
altogether ban the issuance of bearer shares, whichever the
client prefers. It is important to note that even before the
promulgation of this resolution, this suggestion has been
applied regularly in the past few years by local banks.
The second scenario is when the client has a corporation and
the shares have been issued to the bearer. The bank can
maintain the client in this scenario as long as: i) the bearer
shares are kept in custody by the bank or by an authorised
custodian; and, ii) a sworn statement is delivered to the bank
detailing the information of the real owner or final
beneficiary. If the information contained in the sworn
statement varies in any form, the client must update the
information within thirty days after the fact; otherwise, the
bank can proceed with the closure of the account.
Finally, these recent changes made by the Superintendency
are just another way to enforce the use of nominal shares in
Panamanian corporations. They also strengthen the custodian
regimen applicable to bearer shares, as stated in Law 47 of
August 6 2013.