Adopting a system of guardianship for shares issued to bearer
NATIONAL ASSEMBLY
Decrees:
Chapter I
Fundamental Provisions
Article 1.This Act is to adopt a regime of custody applies to existing bearer shares issued at the date of publication of this Law, as well as those to be issued thereafter, pursuant to Law 32 of 26 February 1927 and other provisions of the Commercial Code.
Article 2.For the purposes of this Act, the following terms shall be understood as follows:
1. Competent Authority. That state body of the Republic of Panama, under its law, is entitled to seek and obtain information for the purposes of:
i. money laundering, or
ii. financing of terrorist activities, or
iii. any illegal activity under the laws of the Republic of Panama;
iv. compliance with international treaties and conventions ratified by the Republic of Panama.
2. Notification Agent. Person or entity, according to the terms of this Act has been duly appointed by the authorized foreign custodian, in his behalf, receive notices and demands relating to any aspect or obligation associated with the exercise of the activity of custody referred to this Act
Each of the terms expressed in this article, shall be construed as including both the feminine plural.
Chapter II
From delivery obligation in Custody
Article 3.
Obligation and delivery of the share certificates issued in bearer after the entry into force of this Act the Board of any company issuing bearer share certificates after the entry into force of this Act, or who authorized by it, shall deliver such certificates to an authorized custodian.The Board, or any person authorized by it, shall within thirty (30) calendar days to comply with the obligation to deliver the stock certificates issued in bearer who is designated as an authorized custodian as provided in the preceding paragraph . This period shall be computed from the date of issuance of the certificates referred to in this paragraph.
Article 4.Obligation and delivery of bearer share certificates issued before the entry into force of this Act bearer share certificates which have been issued prior to the entry into force of this Act shall be delivered to an authorized custodian within corresponding transition.
We noted in the preceding paragraph shall not apply if, within transitional issued share certificates are converted to bearer shares certificates are canceled or subject to redemption.Chapter III
Custodian of Authorized
Article 5.Trustees authorized residents. Residents may act as trustees authorized the share certificates issued in bearer general license banks, international license banks, trust and brokerage houses located in the Republic of Panama and regulated by the Superintendency of Banks and Market Superintendent values, respectively. They may also act as trustees authorized residents of the share certificates issued in bearer lawyers or law firms that act as resident agent of the issuer, provided they have the appropriate license or permit in compliance with the requirements established by law to be developed for this purpose.
In case the certificates issued to bearer are deposited under the shelter of a resident custodian unauthorized means you have not complied with its obligations under Articles 3 and 4 of this Act
Article 6.Authorized foreign trustees. May act as custodians those authorized foreign banks, trust companies, and brokerage houses located in jurisdictions members of the Financial Action Group on Money Laundering (FATF) or associate members that have rules to prevent money laundering, provided that entities are supervised by an authorized body in the country of operation and that, prior to the commencement of the provision of custody services, is
formal commitment in writing with the resident agent of the issuing company in the Republic of Panama:
1. Keep in safekeeping the certificates of bearer shares;
2. Maintain records of the information referred to in this Act, and
3. Comply with the obligation to deliver the information to which this Act, having been previously authorized by the owner of the share certificates issued in bearer form, if applicable.
To act as authorized foreign custodian, the respective entity must also register for information purposes, to the Superintendency of Banks or the Superintendency of Securities of the Republic of Panama, as appropriate, in a special register kept for that purpose by the said Superintendents. Also be delivered to the respective Superintendent affidavit, duly translated, if appropriate, and legalized, where a record which is under the supervision of an authorized body in the country of operation, practicing measures to meet the customer and will comply with the obligation to deliver the information to which this Act, having been previously authorized by the owner of the share certificates issued in bearer form, if applicable.
The respective Superintendents shall publish on its website a list of foreign custodians authorized to act as such, provided the enrollment date. The list shall be a duly updated to the extent that there are changes in this and, if foreign custodians who have been suspended, it must reflect the effective date of this suspension.
Authorized foreign custodians shall likewise appoint an agent for service in the Republic of Panama concerning solely and exclusively, to the activity of authorized foreign custodian, whose identity must be reported to the resident agent of the issuer and the Superintendence by affidavit indicated in this article.
May act only as agents of notification, the general license banks and international brokerage houses located in the Republic of Panama and the resident agent of the issuing company.
In case the certificates issued to bearer are deposited under the shelter of a foreign custodian unauthorized means you have not complied with its obligations under Articles 3 and 4 of this Act
Article 7.From the information that must be provided to the authorized custodian. At the time of delivery of the certificates issued bearer shares referred to in Articles 3 and 4 of this Act, who delivers them into custody shall furnish
authorized custodians, whether residents or foreigners, an affidavit must contain the following information:
1. Full name, nationality, passport number, address and email address or fax number of the person who gave the bearer certificate in custody, if it is different from any of those listed in the following paragraphs; and
2. Full name, nationality, passport number, address and email address or fax number of the owner of every share certificate issued to bearer, and
3. Full name, nationality, passport number, address and email address or fax number of a person who holds legitimate interest in any share certificate issued to bearer, even when it is not its owner, and
4. Full name, physical address, telephone number and email address or fax number of the resident agent of the issuing company.
The information referred to in this Article shall be updated by the owner of any certificate issued bearer shares, or who is authorized by him, as soon changes occur that affect the information provided to the authorized custodian.
The authorized custodian can not receive share certificates issued to bearer if not accompanied by the affidavit with the full information referred to in this article.
Article 8.Of the obligations authorized custodian. The authorized custodian shall maintain a copy of the information received in accordance with the provisions of the preceding article, of the notifications made in accordance with the provisions of this Act and any other documentation or notification would have received in the course of the exercise of custody.
The authorized custodian shall maintain custody of certificates issued to the carrier at all times. It may also issue certificates in which the identity of the owner of the share certificates issued to bearer.
If the resident custodian authorized share certificates issued to bearer shall at all times be physically headquarters authorized resident custodian located in Panama. In case of foreign custodian authorized certificates issued bearer shares in custody shall be at all times in the physical address it has provided to the resident agent to notify you when your condition custodian, as provided in Article 12 of this Act
The authorized custodian shall deliver the information to which this Act when it is required by the competent authorities. Authorized foreign custodians are required to submit the information referred to in paragraph 2 of Article 7 of this Act to the resident agent of the issuing company.
The information received by the authorized custodian shall maintain strict confidentiality. The delivery of the information requested by the competent authority shall not be considered as a breach of the obligation of the authorized custodian of keeping information strictly confidential.
Single Paragraph: The authorized custodians are required to retain for a period of five (5) years copies of all documents they held as authorized custodian. This obligation shall arise on the next day to surrender to custody, the substitution is made authorized custodian, receives notice of suspension in the performance of their duties as authorized custodian or certificates of bearer shares have been converted into registered share certificates, have been canceled or have been subject to redemption.
Article 9.The dismissal or resignation of the authorized custodian. If the authorized custodian waives entrusted custody, must notify its decision to the owner of the share certificates issued to bearer, any person holding legitimate interest in such certificates to the issuing company, the resident agent of this and who commissioned the custody, if the latter differs from the aforementioned. For this purpose, the authorized custodian must make the notification at least fourteen (14) calendar days prior to the date on which cease their functions authorized custodian.
From the date of notification to the owner, the owner, or who is authorized by him, shall within fourteen (14) calendar days to appoint a new trustee authorized and notify in writing the previous authorized custodian. Once appointed the new trustee authorized and notified the former, the latter is obliged to deliver the share certificates issued to bearer and record the information referred to in Article 7 of this Act to the new authorized custodian in a period not exceeding twenty-one (21) calendar days from the date of this notification.Article 10.Replacing the authorized custodian. For the purposes of this Act, only the owner of the share certificates issued to bearer, or who is authorized by him, may appoint a new authorized custodian.
To that end, must notify its decision to current authorized custodian, indicating the full name, address and contact details of the new authorized custodian. In a period of not more than twenty (21) calendar days from the date of such notice, the former authorized custodian is obliged to deliver the
certificates issued bearer shares held in custody there and record the information referred to in Article 7 of this Act to the new authorized custodian.
The previous authorized custodian shall also provide written notice to the issuer and the resident agent of replacing it in no later than fourteen (14) calendar days after notification of his replacement. Such notice shall contain full name, physical address and contact details of the new authorized custodian.
Article 11.Suspension authorized custodian. In case of suspension of the exercise of the activity of custody in accordance with the provisions of Article 15 of this Act, the custodian suspended shall have the obligation to give written notice of that fact to the owner of the share certificates issued in bearer form, any person holding legitimate interest in such certificates to the issuing company, the resident agent who commissioned it and custody, if the latter differs from the above, within not more than twenty (21) calendar days from the notification of the suspension.
From the date of notification, the owner, or who is authorized by him, shall have fourteen (14) calendar days to appoint a new authorized custodian and notify in writing the previous authorized custodian. Once appointed the new trustee authorized and notified the former, the latter is obliged to deliver the share certificates issued to bearer and record the information referred to in Article 7 of this Act authorized the new custodian within not less twenty-one (21) calendar days from the date of this notification.
Chapter IV
On the Notifications
Article 12.
Notification of the appointment of authorized custodian. Within a period not exceeding fourteen (14) calendar days, the authorized custodian is required to provide written notice to the issuer and the resident agent of this, to his appointment as authorized custodian. Such notification must state your full name, address and the details of the person to which the issuing company and its registered agent can contact you if necessary, indicating a phone number and email address or number fax. All authorized custodian shall also indicate the name of the resident agent of the issuing company.
The authorized foreign custodian, plus the information in this article, shall also instruct the resident agent's exact physical address where he will
shelter under certificates issued bearer shares and the information referred to in paragraph 2 of Article 7 of this Act
Custody shall be deemed perfected with submission and notification date of this article.
Single paragraph.The issuing company shall maintain in its records the notification referred this article related to the authorized custodian name, physical address and contact details.
Article 13.Notification of change of registered agent. If for any reason the issuing company resident agent change, the company shall be required to give written notice of such change to the authorized custodian, indicating the full name, address, contact details and email or fax number of the new resident agent within a period not exceeding fourteen (14) calendar days after the date on which the change takes effect. Upon receipt of such notice, the authorized custodian must inform the new resident agent status in a period not to exceed fourteen (14) calendar days counted from the date you receive the notice. In the case of authorized foreign custodian, it must also deliver the new resident agent, within the time limit set, the documentation referred to in Article 6 of this Act and the information referred to in paragraph 2 of Article 7 of this Law
Chapter V
Of Sanctions
Article 14.Sanctions for failure to award custody certificates issued bearer shares. Any certificate issued bearer shares, which does not comply with the requirements of this Act, shall be deemed canceled and, therefore, not be exercised political and economic rights inherent therein recognized by law, subject to legal actions stakeholders in good faith to exercise for damages
Article 15.Of sanctions applicable to authorized custodian. When a competent authority, in the exercise of their functions, have known of the breach by an authorized custodian of the obligations under this Act, shall give written notice of such breach to the Superintendency of Banks of Panama, in the case of banks and trusts, Market and Securities Superintendency of Panama, in the case of securities houses, which shall then apply the corresponding sanctions. An exception to this provision, the breach by the resident custodian authorized the obligation under Article 8 concerning the delivery of information to which this Act when it is required by the competent authorities.
Failure to comply with the obligations under this Act shall be punished by the respective regulator by imposing the following sanctions:
1. The resident trustee authorized to receive certificates issued bearer shares in custody without complying with the requirements of this Act, shall be punished by a fine of Five Thousand Dollars (B. / 5,000.00).
2. The authorized resident custodian fails to maintain a copy of the information referred to in this Act, shall be punished by a fine of Five Thousand Dollars (B. / 5,000.00).
3. The authorized resident custodian fails to maintain its headquarters in the certificates issued to bearer, shall be punished by a fine of Five Hundred Thousand Dollars (B. / 1,500.00).
4. The authorized resident custodian fails to maintain custody of certificates issued to bearer, shall be punished by a fine of ten thousand dollars (B./10, 000.00).
5. The authorized resident custodian fails to maintain at all times in strict confidentiality of information received in accordance with the provisions of this Act, shall be punished by a fine of twenty-five thousand dollars (B./25, 000.00).
6. The authorized resident custodian fails to give written notice of his resignation or replacement, within the limits laid down in Articles 9 and 10 of this Act, respectively, shall be punished by a fine of five hundred dollars (B./500.00 ).
7. The authorized resident custodian fails to provide the documents and information referred to in Articles 9, 10 and 11 of this Act within the time provided in these Articles, shall be punished by a fine of five hundred dollars (B./500.00 ).
8. The authorized resident custodian fails to give written notice of his appointment as such, within the period provided for in Article 12 of this Law shall be punished by a fine of Five Thousand Dollars (B. / 5,000.00).
9. The authorized resident custodian fails to provide written notice to the new resident agent of his status as such, within the time and as specified in Article 13 of this Law shall be punished by a fine of Five Thousand Dollars (B. / 5,000.00).
10. The authorized resident custodian fails to give written notice of his suspension, within the period provided for in Article 11 of this Act, shall be punished by a fine of two thousand dollars (B / 2,000.00).
11. The suspension shall carry on the business of custody for a period of three (3) years when the resident custodian authorized to engage in the provision of services as such, without complying with the requirements of this Act This penalty also applies to foreign custodian authorized when engaged in the provision of services as such, without complying with the requirements of this Act
Decisions to suspend the exercise of the activity of custody must be published in the Official Gazette, after notifying the person concerned.
Chapter VI
Transfer of Share Certificates issued to bearer
Article 16.The transfer of rights, title and interest certificates issued bearer shares held in custody in accordance with the terms of this Act be deemed not perfected until the authorized custodian of bearer certificates be formally notified in writing of such transfer.
Chapter VII
Transitional Provisions
Article 17.Regarding the bearer share certificates which have been issued prior to the effective date of this Act, is given a deadline of February 1, 2016 to deliver such certificates to an authorized custodian.
Article 18.In the event that during the transition period applicable to this Act is decided redeem or cancel certificates issued bearer shares, new share certificates will be issued in registered form, and should be issued in bearer form, should be submitted to custody regime established by this Law, in accordance with Article 3.
Chapter VIII
Final Provisions
Article 19.This Act shall take effect the next business day after three (3) months as from its promulgation.
