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Panama: New registration process for publicly offered securities

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AFRA lawyer Ana Raquel Sedda explains how the new regime will work and what companies and their lawyers need to know

The Superintendence of the Securities Market of the Republic of Panama (SMV) has established an abbreviated registration procedure for securities that have been previously registered or authorised for a public offering in a foreign country acknowledged by the SMV as a recognised jurisdiction.

Germany, Brazil, Singapore, the Netherlands, Hong Kong SAR, the UK, Costa Rica, and the US are some of the recognised jurisdictions included in the regulation. One of the qualification criteria considered by the SMV to acknowledge a foreign country as a recognised jurisdiction is for the foreign regulator to be a member of the Technical Committee of Iosco (known in Spanish as OICV), which is composed of the regulating entities of stock exchanges that are distinguished by their level of development, sophistication, and protection to the investing public.

The abbreviated registration procedure ensures that issuers established in any recognised jurisdiction have a more efficient registration and listing process before the SMV and the Panamanian stock exchange. Participating shares of mutual funds or investment companies authorised for public offering are within the scope of application of this abbreviated registration procedure. The SMV determines the information and the documents that must be submitted as part of the abbreviated registration procedure - which involves filing all documentation previously presented before the regulator of the recognised jurisdiction. Among the few requirements is that the issuer must grant power of attorney to a brokerage house, investment advisor, law firm or bank with offices established in the Republic of Panama, with sufficient capacity to represent it before the SMV, and receive administrative and judicial notifications on its behalf.

Once the public offering of the issuer from a recognised jurisdiction has been successfully registered, it shall have the following main obligations before the SMV: (i) file the same periodic financial information that they are required to submit before its recognised jurisdiction regulator; (ii) send, within the same period established by the local regulator, full copies of interim financial statements and annual audited financial statements, as well as any other periodic or special report, financial or not, as required by the regulator of the recognised jurisdiction; and (iii) notify simultaneously the occurrence of any relevant event, as it is duly notified to the regulator of the recognised jurisdiction.

Note: This information has been prepared for the purpose of providing general information and it does not intend to advise any person or institution. It is recommended to obtain professional advice before making any decision or developing any project in connection with the matters addressed in this publication. For further information please contact Ana Raquel Sedda R. asedda@afra.com

Ana Raquel Sedda is an associate in the firm’s capital markets, banking & insurance department. She is also an executive of the firm’s trust corporation. She studied her Bachelors in Laws and Political Science at The Universidad Santa Maria La Antigua (Panama), and her LLM (Master of Laws) in International Civil and Commercial Law at Leiden University (Holland). The kind of work Ana Raquel undertakes involves corporate document drafting, drafting and carrying out trust agreements, anti-money laundering and compliance-related matters, applications for banking permits, finance corporation licences, insurer licences, registrering securities offerings, as well as any other matters involving Panamanian financial services regulators.


Ana Raquel Sedda