The RUBF in Panama: What the Resident Agent Must Do
What the Single Registry of Beneficial Owners is, the rules that govern it, what gets registered and by when, and the responsibilities of the resident agent.
The Single Registry of Beneficial Owners (RUBF), formally the Private and Single System for the Registration of Beneficial Owners of Legal Persons, is a technology tool created by Law 129 of 2020 and regulated by Executive Decree 13 of 2022. The SSNF administers it, and it applies exclusively to resident agents: the lawyers or firms that every Panamanian legal person must designate.
What the System Must Guarantee
Timely access for the authorities
The competent Panamanian authorities reach, in good time, the beneficial owners of the legal persons that resident agents have registered.
Confidentiality and security
Of the system and, with it, of the data supplied. Access is limited to the resident agent and two officials designated by the SSNF, who make the information available to the authorities, and every access is traceable by IP address.
The Rules That Govern the RUBF
| Rule | What it does |
|---|---|
| Law 129 of 2020 | Creates the system, the registration of resident agents and the sanctions; largely updated by Law 254 of 2021 |
| Executive Decree 13 of 2022 | Regulates the law |
| Resolution S-016-2022 | Updates the procedure for registering resident agents and loading the information of legal persons |
| Resolution S-001-2024 | Establishes the use of the Single Registration Code in the Public Registry of Panama |
| Agreement JD-01-2024 | Requires resident agents to provide more information on the beneficial owners registered in the RUBF |
The Resident Agent's Main Responsibilities
- Register in the RUBF all the information of the beneficial owners and of the legal persons in force.
- Keep the registered information of the resident agent, the legal person and the beneficial owners up to date.
- Keep the supporting documentation of the beneficial owners.
- Provide the information and documentation to the SSNF supervisory team if it is requested during a supervision.
Under Agreement JD-02-2022 the resident agent also applies due diligence to the legal person it serves and knows the purpose for which it was created. Registering the beneficial owner does not replace that due diligence: it rests on it.
What Gets Registered
The legal person
Name, folio, date of registration, address, main activity and, if it is commercial, the jurisdiction where it operates. Since Agreement JD-01-2024, also whether it receives a nominee shareholder, nominee director or attorney-in-fact service, and the jurisdictions where it operates or holds assets.
Each beneficial owner
Name, identity document, date of birth, nationality, address and the date on which they became a beneficial owner. Since Agreement JD-01-2024, also the main reason they are one: the criterion used to identify them.
Law 129 does not set a percentage. The beneficial owner is the natural person who ultimately owns, controls or exercises significant influence over the legal person, and the criterion comes from Law 23 of 2015 and its regulation, today article 3 of Executive Decree 35 of 2022: 25% or more for non-financial obligated entities.
Deadlines
- Registration: within 15 business days of the legal person's incorporation or registration, or of the designation of a new resident agent.
- Changes: the legal person informs its resident agent within 15 business days, and the agent updates the system within 5 business days.
- Change of agent: the resigning agent notifies the SSNF within 10 business days, and the new one within 15 business days.
- The fields added by Agreement JD-01-2024 had to be completed within eight months, and the SSNF has extended that term by resolution. Check its latest resolution before treating a date as final.
The information is kept for the life of the legal person and for at least five years after its dissolution.
What Happens If You Do Not Comply
- A fine of B/.1,000 to B/.50,000 for each legal person not registered or not updated, plus progressive fines of B/.500 a day for up to six months.
- Suspension of the corporate rights of the legal person not registered or not updated, and of every legal person whose resident agent is not registered with the SSNF.
- For missing the JD-01-2024 terms, inactivation of the resident agent's Single Registration Code (CUR).
- A false declaration by the agent is fined at double the maximum, and breaching the confidentiality of the system carries a fine of B/.200,000.
The Due Diligence Behind Each Registration, in COX
One file per legal person with its ownership chain, each shareholder's percentage, who is a beneficial owner and how it was verified, list and PEP screening with a certificate, and the supporting documents kept with a trail of every change. COX does not connect to the RUBF: the registration stays in the SSNF system, and COX keeps the evidence that supports it.
COX for law firmsFrequently Asked Questions
This guide is for informational purposes only and does not constitute legal advice. It summarises Law 129 of 2020, its regulation and the SSNF's consultation guide for SONF without replacing them: confirm deadlines and requirements in the official text, with the SSNF or with a Panamanian adviser.
Every Registration Needs Its Support
Keep the due diligence of each legal person and its beneficial owners in one place, ready for the SSNF.
Talk to us on WhatsApp See every service Estimate your costs
Explore more COX solutions:
COX for SSNF compliance Law firms Guide: preparing for an SSNF supervision Due diligence and KYC What a PEP is