22 Jan 2020

Panama to introduce a beneficial owner register

Bill No. 169 (the “Bill”), which deals with the establishment and regulation of a beneficial owner register, has been approved by the Panamanian National Assembly. The Bill will become law once executed by the Panamanian President and published in the Panamanian Official Gazette.

The Bill requires resident agents to file relevant information, such as details of the ultimate beneficial owner (the “UBO”), at the Superintendence of Non-Financial Institutions (the “Superintendence”) on all Panamanian legal entities.

UBO definition

For the purposes of the Bill, UBO is defined as: “A natural person, who directly or indirectly owns controls, and/or has a significant influence over the account relationship, contractual relationship and/or the business or the natural person benefitting from a transaction, or who ultimately controls the legal entity’s decisions”.

Ownership, control or influence 

The Bill also provides the following points when considering ownership, control or influence over a legal entity:

1)    Shareholding Participation: the natural person who ultimate owns or controls, whether directly or indirectly, 25% or more of the shares or voting rights in a legal entity, except if the shares are listed on a recognized stock exchange.

2)    Control:

a)    The partner or partners who control the partnership;

b)    The trustee, the settlor, the beneficiary, the protector or other person who controls the trust;

c)     In case of a legal entity which is in liquidation, bankrupted or under administrative receivership, the natural person who is appointed as liquidator or administrative receiver; and

d)    In case of a shareholder in a corporate entity who would otherwise be the UBO but is deceased, the natural person acting as executor or personal representative of the deceased’s estate.

3)    Management: the natural person who ultimately exercises control over the management of the legal entity.

Reportable information

The following information is reportable:

1)    Legal entity information: a) Full name; b) Folio Number; c) Incorporation date; d)    Address; and e) Activity.

2)    UBO information: a) Full Name; b) ID Number, passport or any other personal identification number; c) Date of birth; d) Nationality; e) Address; and f) Date on which the natural person became a UBO of the legal entity.

Restricted access

The Bill provides that the information filed by the resident agent will not be made public and can only be accessed by the resident agent of the legal entity and two designated persons of the Superintendence. Should anyone gain unauthorized access to the register then they can be fined $500,000.

Sanctions

The Bill establishes that the Superintendence can order the Panamanian Public Registry (the “PR”) to place an annotation of suspension of the corporate rights against the records of the legal entity for not being registered or failing to update the Superintendence in respect of any changes to the UBO. Suspension of corporate rights means the legal entity will no longer be able to register any act, documents and/or agreement at the PR or apply for any certificates. The legal entity can be dissolved by the PR after 2 years of failing to file the UBO information.

Should the resident agent be unable to update the UBO information, for example due to the refusal of the UBO to provide the required information, then the resident agent should resign.

Effective date

The Bill will be effective from the day after its publication in the Panamanian Official Gazette. Once the law is effective the resident agent should register the UBO information within 30 days of incorporation. For existing legal entities the resident agent shall have 6 months from the effective date.

Should you have any questions, please do not hesitate to contact Lizst Real or Alvaro Almengor.

14 Jan 2020

Hatstone’s Jersey Office appoints new Group Partner

Hatstone is pleased to announce the appointment to Group Partner of Bella Ward, who will be based in the Hatstone’s Jersey office. Bella specialises in banking, finance, corporatecommercial and real estate transactions.  She has a significant practice leading cross-border corporate, banking and capital markets transactions.

Prior to joining Hatstone, Bella worked in the banking and finance and corporate departments of two offshore law firms in Jersey and in the banking and finance and debt capital markets departments of leading international law firms, Allen & Overy, White & Case, Clifford Chance and King & Wood Mallesons (formerly Mallesons Stephen Jacques) in London, Frankfurt, Moscow and Brisbane.

Bella has particular experience in insolvency, restructuring of credit facilities, distressed debt, conduit level lending, securitisation, aircraft financing, debt capital markets and project finance.

Bella commented:

“I am delighted to be joining Hatstone. I am very pleased to have joined an entrepreneurial group that is going from strength to strength and which will enable me to focus on delivering first class services to my clients.”

Group Partner Simon Vivian commented:

“We are delighted that Bella is joining us, at the start of this exciting new decade. Her appointment as Group Partner continues the growth of the international Hatstone legal team, particularly in the areas of banking and finance, and will enable us to continue to provide excellent lawyers and legal services to all of our clients. In total, with Bella’s appointment, we now have 11 Group Partners across the Hatstone Group.”

View Bella’s profile here.

10 Jan 2020

Promotions at Hatstone’s South Africa Office

Hatstone has in the last six months promoted four of its lawyers in South Africa.

Dr Erin Nel, who is an international trust and compliance specialist, was promoted to Senior Associate. Her role entails dealing with regulatory and trust-related matters, drafting corporate agreements and documents, wealth management, as well as supporting the Hatstone Group with local and international research-based projects.

Chrisma Genis, who manages the corporate and commercial department of the South African office, was also promoted to Senior Associate.  In late 2019, Chrisma also obtained a post-graduate diploma in tax law from the University of Stellenbosch. Chrisma also earned her BComm LLB and LLM (International Trade Law) at the University of Stellenbosch.

Stefan Schausberger and Yannis Verkes were both promoted to Senior Associate in recognition of their contribution towards the growth and success of the firm. Stefan  specialises in corporate and commercial,private wealth, trust law, investment funds as well as listings. Yannis is regularly involved in a variety of commercial, corporate, banking and tax related matters, servicing our international client base. Both Yannis and Stefan have both been with Hatstone in South Africa for over five years.

Hannes Botha, Group Partner at Hatstone’s South African office, said:

It is very rewarding to see our lawyers progress in their careers, and develop specialist skills. This is one way in which we can give some recognition to the substantial contribution made by these lawyers to their local offices, and the wider Hatstone Group.

07 Jan 2020

Promotions at Hatstone’s Jersey Office

Hatstone’s Jersey office is delighted to announce the promotion of two of its lawyers.

Private client specialist Michael Shenkin has been promoted to Of Counsel and corporate lawyer Marianne Hendry has been promoted to Senior Associate.

Michael advises trustees, beneficiaries, family offices and private individuals on the establishment, maintenance, administration and governance of their structures and in relation to personal matters, both contentious and non-contentious.

Marianne advises on a range of corporate and commercial transactional work with a particular emphasis on business sales and purchases.

Simon Vivian, Group Partner at Hatstone’s Jersey office, said:

Michael is the first person to be appointed Of Counsel in the Hatstone Group in recognition of his technical expertise and leadership in our private client practice. Marianne has repeatedly demonstrated outstanding ability and has made a great contribution to the Jersey team and the wider Hatstone Group. I look forward to working with them for many years to come.”