Dear Clients:

Kindly be advised that the Panama parliament approved on April 23 a law (Law 18 of 2015) that speeds up the entry into force of the -Bearer Shares Immobilization Law- (Law 47 of 2013).

The key points of said law shall be as follow:


For new corporations:

New companies with nominative share certificates does not need any actions.

New corporations planning to have their share certificates in bearer form.

  1. From now on, all new corporations issuing bearer shares shall state on its Articles of Incorporation that they “commit into the custodial arrangements of its bearer share certificates according to the law 47 of 2013”.
  1. They shall deliver the original share certificate(s) to an Authorized Custodian (the Resident Agent or a custodian duly authorization according to our laws) along with a sworn declaration signed by the shareholder. Said sworn declaration shall have the following information from the shareholder:
  • Complete name of the Shareholder.
  • Passport Number of Official Country ID Number.
  • Address details.
  • Telephone number.
  • Email address.
  • Scanned Passport or official ID Copy.
  • Custodian information (us Mata & Pitti).
  • We can prepare a draft of this document for your reference when required.

For existing corporations:

Existing companies with nominative share certificates does not need any actions.

Existing corporations that have bearer share certificates.

Existing corporations with bearer share certificates would have up to December 31, 2015 to either:

  1. Re-issue its share certificate in Nominative form. Or
  2. Commit to the custodial arrangements of its bearer share certificates according to the law 47 of 2013.

In order to use the second option, it shall be required for the corporation to modify its Articles of Incorporation stating that they are committed into the custodial arrangements of its bearer share certificates according to the law 47 of 2013.

After said changes to the Articles of Incorporation, they shall deliver said original share certificates to the Authorized Custodian (the Resident Agent or a custodian duly authorization according to our laws), along with a sworn declaration signed by the shareholder. Said sword declarations hall have the following information from the shareholder:

  • Complete name of the Shareholder.
  • Passport Number of Official Country ID Number.
  • Address details.
  • Telephone number.
  • Email address.
  • Scanned Passport or official ID Copy.
  • Custodian information (us Mata & Pitti).
  • We can prepare a draft of this document for your reference when required.

After December 31, 2015, all Articles of Incorporation of Panama Companies shall be considered amended by imperium of the law prohibiting the issuance of bearer share certificates (even when its Articles of Incorporation allows bearer shares certificates), except in those cases where the Articles of Incorporation clearly state that “They are committed into the custodial arrangements of its bearer share certificates according to the law 47 of 2013.”


In summary, our advice for this matter would be:

  • For new corporations, we would suggest to issue nominative share certificates due to the fact the nominative share certificates are still private documents therefore the shareholder identity would not be exposed at any public documents and does not require custodian services.
  • For existing corporations with bearer share certificates, we would suggest to transform their bearer share certificates by means of a shareholder resolution (private document) into a nominative share certificates.
  • If for some reason you still prefer to have the bearer share certificates, please contact us in order to coordinate further actions.

Feel free to contact us for any questions or further assistance regarding the above mentioned law changes.

Mata & Pitit | Abogados