Panama

Introduction Most readers will know that the origin of this topic, like many others, related to changes in anti–money laundering, counter‑terrorist financing and counter‑proliferation regimes is found in the FATF Recommendations, also known as the “International Standards.” The FATF Recommendations, first issued in 1990, have undergone numerous modifications. Some revisions have been broad and substantive, while others have resulted only in targeted adjustments. This is the case with Recommendation 24, “Transparency and beneficial ownership of legal persons” and its Interpretive Note, both of which were amended and adopted at the October 2024 FATF Plenary following a complex consultation process involving countries, organizations and even private‑sector stakeholders. Recommendation 24 was revised, among other aspects, to include an obligation for countries to adopt effective measures ensuring that shareholders and directors acting as nominees are not misused for money laundering or terrorist financing purposes. Likewise, the Interpretive Note incorporated three mechanisms suggested by FATF to safeguard against the misuse of nominee services: Transparency Mechanism This mechanism requires any person acting as a nominee to disclose their status, as well as their own information and that of the person who appoints them (nominator), to the company and to any relevant registry so that such information can be officially recorded. Depending on the system adopted by each country under Recommendation 24, the “registry” may include the share register, the Companies Register, or the Beneficial Ownership Register, where such a register exists. The registry must maintain this information, and the nominee status must be made public, for example, through a label or asterisk placed next to the nominee’s name. Licensing Mechanism Under this approach, nominees must obtain a license or belong to a licensed and regulated profession under AML laws. The country must therefore establish a formal licensing and regulatory system. In addition, the Transparency requirements described under the first mechanism must also be met. Prohibition A country may opt to partially or fully prohibit the use of nominee shareholders and/or nominee directors, eliminating the figure entirely or allowing it only under strict conditions. Following these changes, various jurisdictions have begun reviewing and updating their legal frameworks to align with the new standards of Recommendation 24. Country Case Studies Panama — Transparency Requirement Panama follows the Transparency Requirement. Through Agreement JD‑02‑2022, controls were established over the provision of nominee services. The Agreement imposes strict obligations on annual risk assessments, enhanced due diligence, detailed documentation, traceability and risk mitigation, all within the framework of Law 23 and its risk‑based approach. Additionally, the Agreement requires resident agents to submit annual declarations indicating (i) the number of companies with nominee relationships, and (ii) information regarding nominees and their nominators. British Virgin Islands — Transparency Requirement The British Virgin Islands has also adopted the Transparency Requirement. Beginning January 2nd, 2025, the BVI Business Companies (Amendment) Act, 2024 and the related Beneficial Ownership and Companies Regulations 2024 entered into force, introducing major transparency obligations directly affecting the use of nominee shareholders and nominee/professional directors. Companies must now file specific information with the Registrar whenever a shareholder acts in a nominee capacity, including the nominator’s identity and the dates on which nominee relationships begin or end. In addition, companies must file their Register of Members (capturing any nominee status) with the Registrar on a non‑public basis. With respect to directors, the BVI does not formally prohibit nominee directorships but has introduced new filing requirements. These obligations expand regulatory oversight and transparency for individuals offering nominee director services, complementing the broader reforms to beneficial ownership reporting and member register filings. As a result, nominee directors are now more visible to authorities. Bermuda — Prohibition Requirement Bermuda has opted for the Prohibition Requirement. On 21 November 2025, the Companies (Prohibition of Bearer Shares and Nominee Directors) Amendment Act 2025 was passed and came fully into force on 10 December 2025. This Act amends the Companies Act 1981 and the Limited Liability Company Act 2016 with respect to bearer shares, nominee directors, alternate directors and beneficial ownership record‑keeping. Under the amendments, the appointment of nominee directors is expressly prohibited. Although the legislation does not define “nominee,” Bermuda relied on the definitions included in the FATF Standards. Bahamas — Mixed Regime (Transparency + Prohibition) Bahamas presents a mixed regime, fully permissible under Recommendation 24, combining the Prohibition Requirement (for nominee directors) and the Transparency Requirement (for nominee shareholders). The International Business Companies (Amendment) Act, 2025, published in the Official Gazette of 19 June 2025, introduces major amendments to the Companies Act (Ch. 308) and the IBC Act (Ch. 309). The most relevant changes include: Explicit Prohibition of Nominee Directors Through the insertion of Section 41A, “Prohibition of Nominee Directors,” the Act prohibits individuals acting under the instructions of a third party (such as a beneficial owner) from serving as directors of an IBC in The Bahamas. Transparency Requirement for Nominee Shareholders When a shareholder acts as a nominee: this must be explicitly indicated in the Memorandum and the Register, a declaration of trust identifying the beneficiary must be executed and kept at the company’s registered office, and the nominee shareholder must disclose the identity and relevant particulars of the person on whose behalf they act, in compliance with the Register of Beneficial Ownership Act 2018. The Act includes a six‑month transitional period for companies to replace nominee directors and update their records and beneficial ownership documentation. Belize — Licensing Requirement Belize adopted the Licensing Requirement with the issuance of the Financial Services Commission (Nominee Shareholders and Directors) Regulations, 2025 (SI No. 158 of 2025). This regulation transforms the provision of nominee services into a regulated activity requiring prior licensing or authorization from the FSC to the service provider, fit and proper test to the proposed nominees which need to be employed by the registered agent with management position or if not provided by the registered agent, be nominated only once directly by the Beneficial owner and be physically present in Belize during the period appointment. This regime is accompanied by continued transparency obligations, including disclosure of nominee status and nominator identity to registries and authorities, are fully consistent with the second mechanism permitted under Recommendation 24. The regulations also impose strengthened obligations on registered agents, who must identify, document and report all nominee relationships and must submit a declaration to the authority within six (6) months of the regulation’s entry into force, detailing: the measures adopted to identify nominee relationships, the compliance status of all companies under administration, and a list of non‑compliant companies, with reasons or justifications. In summary, Belize professionalizes and subject’s nominee service providers to prior supervision while preserving the transparency sub‑requirements established by FATF. Nevis — Licensing Requirement Nevis meets FATF expectations for beneficial ownership transparency through a simple but effective model centered on its system of licensed Registered Agents. Legislation requires that beneficial ownership information of Nevis legal persons be obtained and maintained by these agents, who must keep such information adequate, accurate and up‑to‑date, in accordance with the obligations imposed on trust and corporate service providers. This information is kept in the Registered Agent’s records (separate from the internal registers of members or directors that companies must maintain) ensuring that authorities can access verified ownership and control data when necessary while preserving the jurisdiction’s longstanding confidentiality framework. With respect to nominee arrangements, Nevis adds an additional compliance layer through its licensing regime under the Nevis Trust and Corporate Service Providers Ordinance, 2021. Applicants seeking a Class I or Class IV license, both of which authorize the provision or arrangement of nominee directors or nominee shareholders, must expressly indicate that they will provide nominee services and must submit full due‑diligence information on the individuals who will act as nominees as part of the regulator’s fit‑and‑proper assessment process. This mechanism preserves confidentiality, since nominee identities are not publicly disclosed, while ensuring that the Regulator has complete visibility over who is acting as a nominee within Nevis incorporated entities. As a result, Nevis complies with international standards by guaranteeing regulatory access to verified beneficial ownership and nominee information, yet maintains the non‑public, privacy‑protective structure characteristic of the jurisdiction. Cross-Cutting Observations Across all jurisdictions examined, regardless of the mechanism chosen to mitigate misuse of nominee services, there are sanctioning frameworks applicable both to companies and to providers of nominee services. Whether through enhanced transparency, licensing requirements or outright prohibition, each regime incorporates administrative and/or monetary penalties for failures to comply with disclosure, registration, verification or authorization obligations, ensuring that nominee arrangements remain subject to effective controls and an enforcement structure consistent with FATF standards. Among the approaches reviewed, licensing emerges as the most balanced and comprehensive mechanism for managing nominee arrangements. In addition to ensuring that the identities of both nominee and nominator are formally recorded, thus capturing all the benefits of transparency‑based models, licensing places these actors within a regulated perimeter. By requiring nominee service providers to operate as licensed persons or entities, jurisdictions introduce a further layer of institutional control: one that empowers competent authorities to supervise, monitor and enforce compliance on an ongoing basis. This supervisory oversight strengthens the integrity of nominee services, aligns market practices with FATF expectations, and enhances the overall reliability of corporate transparency frameworks by ensuring that nominee activities are not only disclosed, but also subject to continuous regulatory scrutiny. By contrast, an outright prohibition of nominee arrangements represents the most restrictive and arguably the least proportionate approach. International organizations, including the World Bank and the FATF, acknowledge that properly regulated nominee arrangements can serve legitimate and sometimes necessary purposes within corporate governance systems. These include compliance with local laws requiring a minimum number of directors, the need for companies to access specialized managerial expertise, or situations in which a shareholder may require a trusted individual to exercise representation on their behalf in the conduct of corporate affairs. Blanket bans on such arrangements overlook these legitimate use cases and risk infringing upon individual rights protected under national constitutions or human rights frameworks, particularly where the freedom to choose representatives or structure corporate governance is recognized. Consequently, prohibition may compromise both proportionality and legal soundness, making it a far less balanced option compared to licensing or enhanced‑transparency models. Conclusion The reforms undertaken by various jurisdictions to mitigate the misuse of nominee services represent a significant advancement toward the transparency and traceability objectives required under FATF Recommendation 24. Although countries have adopted different mechanisms, all converge on the need to ensure that nominee services are not used to obscure beneficial ownership or facilitate money laundering or terrorist financing. However, it is essential to emphasize that choosing the appropriate mechanism requires more than meeting formal requirements. Countries must be particularly careful when determining which model to implement and how to design it, ensuring full alignment with FATF’s technical definitions of nominator, nominee, nominee director and nominee shareholder. These definitions are not merely conceptual, they provide the necessary foundation to avoid regulatory gaps, ensure coherence, and guarantee that disclosure, registration and control obligations effectively reach the individuals who truly own or control legal persons. Eyra Michelle Perdomo Ballesteros Attorney Private Wealth Law & Corporate Services team Morgan & Morgan Email: [email protected]

Panama City,  2025 – Forty years ago, Jaime Alemán had a clear vision: to build a law firm that would redefine excellence in the practice of law in Panama. To bring this vision to life, he gathered a team of strategic partners who shared his commitment to integrity, quality, and trust in legal service. Together, they founded Alemán, Cordero, Galindo & Lee (Alcogal), laying the foundation for a firm that would go on to become one of the most prestigious in the country. What began as a dream has become a benchmark law firm in Panama and the region. Today, with over 200 team members, Alcogal has witnessed and played an active role in the evolution of the country’s business and financial landscape, providing key legal counsel in some of the most significant projects across sectors such as banking, infrastructure, and commerce. “When I founded Alcogal, my goal was to create a firm that would deliver the highest quality legal services, with a focus on excellence and integrity. I’m proud to see that, after 40 years, we remain a reference point in the legal profession,” said Jaime Alemán, founding partner of Alcogal. From its earliest days, the firm has upheld a core principle: trust is the foundation of every legal relationship. For Arturo Gerbaud, managing partner at Alcogal, that trust has been central to the firm’s growth: “Over these 40 years, we’ve built a reputation based on the quality of our work and our commitment to our clients. That will continue to guide us in the years ahead.” 40 Years Supporting Panama’s Development Alcogal’s growth has gone hand in hand with Panama’s economic development. Since the 1990s, the firm has participated in some of the country’s most iconic transactions, helping drive its modernization. In 1997, Alcogal advised Cable & Wireless on the acquisition of 49% of INTEL’s shares—now Cable & Wireless Panama S.A.—marking a milestone in the privatization of the telecommunications sector. A year later, the firm represented Kansas City Southern Railroad in the privatization of the Panama Railway, facilitating its transformation into a key logistics corridor for global trade. In the port sector, Alcogal advised Evergreen on the concession of a port in Colón, strengthening the country’s maritime infrastructure. One of the most significant milestones in which Alcogal played a key role was the expansion of the Panama Canal. In 2006, the firm represented Grupo Unidos por el Canal in the USD 3.2 billion contract for the construction of the third set of locks—an undertaking that established Panama as a world-class maritime transit hub. The financial sector has also been central to Alcogal’s track record. Over the years, the firm has advised—and continues to advise—many of Panama’s leading banks and regional institutions, including Banco General, Banistmo, The Bank of Nova Scotia, BAC, Multibank, Caja de Ahorros, Davivienda, Bancolombia, Citibank, and Global Bank, supporting them in strategic financing and regulatory transactions. In infrastructure, Alcogal participated in the USD 1.855 billion bond issuance for Tocumen International Airport—the largest in the country’s history—ensuring the expansion of the region’s main air hub. The firm has also been a strategic partner in the development of the Panama Pacifico Special Economic Area, advising London & Regional on a project that has surpassed USD 1 billion in investment and continues to attract international companies and talent to Panama. For Rafael Marquínez, partner at Alcogal, the firm’s role in these milestones underscores its forward-looking commitment: “We’ve stood by our clients during the most important moments in Panama’s economic history, and we remain committed to providing them with the best legal counsel.” Commitment to the Future With four decades of experience, Alcogal continues to evolve alongside its clients and prepare for the changes and opportunities that will shape the years to come. The pillars of its legacy remain firmly in place: ✔ A commitment to excellence, delivering top-tier legal services. ✔ A presence in key milestones, advising on projects that have driven Panama’s development. ✔ Talent and vision, investing in the growth and training of its attorneys to continue offering high-impact strategic counsel. For 40 years, Alcogal has looked toward the future, contributing through expert legal counsel and strategic insight to the growth of key sectors in Panama. Today, the firm continues to look ahead with the same commitment—growing with its clients and preparing for the challenges and opportunities that will define the decades to come. About Alcogal Alcogal is a leading law firm in Panama, specializing in corporate, financial, and regulatory law. With a four-decade track record, the firm remains committed to providing outstanding legal counsel to both local and international clients.

Panama, June 30, 2025. Morgan & Morgan acted as legal counsel to Venasty Assets Corp., a Panamanian investment group led by Juan E. Melillo and Sergi Lucas Fernández, in connection with the negotiation and signing of a private share subscription agreement through which Venasty agreed to subscribe a majority stake in Grupo Bandelta Holding Corp. (GBHC), the parent company of Banco Delta, S.A. and its subsidiaries. The transaction, which is conditioned upon the approval of the Superintendency of Banks of Panama regarding the change of control, involves the subscription of newly issued common shares by GBHC, granting Venasty a controlling position in the entity. The Morgan & Morgan team involved in this transaction included partner Francisco Arias G., senior associate Mónica Moreno, and international associate Miguel Arias M. About Venasty Assets Corp. Venasty Assets Corp. is a Panama-based investment company specializing in banking transformation processes and institutional strengthening. The group, led by Juan E. Melillo and Sergi Lucas Fernández, brings extensive experience in commercial, regional, international, and investment banking. Its strategic focus is on operational modernization, enhanced corporate governance, and regulatory compliance. The transaction marks a key step in its vision to promote sustainable, digitally advanced financial institutions with a positive impact on local economic development. About Banco Delta, S.A. Banco Delta was founded in 2006 as the second microfinance bank in Panama, with a mission centered on transforming lives through access to credit and financial services. Over the years, it has established itself as a 100% Panamanian bank focused on serving traditionally underserved segments. The incorporation of Venasty Assets aims to strengthen the bank’s capital base, accelerate its digital transformation, and position it as a profitable, innovative institution with high standards of transparency and operational efficiency.

Panama City, June 12, 2025 — FUNDAMORGAN, a nonprofit organization that leads the community social axis of Morgan & Morgan´s ESG strategy, celebrates its 25th anniversary this year, reaffirming its commitment to access to justice and citizenship education as pillars for a better Panama. Since its foundation in 2000, FUNDAMORGAN has worked to build bridges between the private sector and the country’s most pressing social needs, with a transformative vision that has directly impacted thousands of lives. “Our work is grounded in the belief that access to justice and human rights education should not be a privilege. These 25 years have shown us that change is possible when we work in partnership—with empathy, commitment, and a forward-looking vision,” said Marina Pérez De Cárdenas, Executive Director of FUNDAMORGAN. Flagship Programs Community Legal Assistance Program Provides free legal advice and representation to women survivors of gender-based violence in criminal and family proceedings, prioritizing those earning less than B/.800 per month and residing in Panama City, San Miguelito, La Chorrera, and Arraiján. The program also includes prevention workshops, inter-institutional partnerships, and legislative advocacy. Impact: • 3,800 legal proceedings • 8,000 legal consultations • 17,600 people reached through awareness efforts Pro Bono Program Since 2011, Morgan & Morgan became the first Panamanian company to sign the Pro Bono Declaration of the Americas. Since then, the firm has contributed over 17,000 hours of volunteer legal work benefiting more than 25 social organizations and public interest projects. The firm has also been recognized as a “Leading Light” in Latin America by the Pro Bono program for 12 consecutive years. Responsible Citizenship Program Targeted at youth aged 15 to 30, this program strengthens civic competencies, promotes democratic values, and encourages respect for human rights through training, participation, debate, art, and culture. Key initiatives include: • Co-creation of the youth space at the Panama International Book Fair • Competitive microgrants for youth-led projects • Artistic creation program in partnership with MAC Panama • Youth gatherings, forums, and camps Impact: • 23,000 youth participants • 150 educational institutions benefited Eduardo Morgan Álvarez Scholarship Program Provides financial support to outstanding law students at the University of Panama. To date, 40 students have benefited from the program. “FUNDAMORGAN was born as a tribute to the vision of our grandfather, Eduardo Morgan Álvarez, and today it is a legacy that continues to grow thanks to the ongoing support of all the organization’s partners. Every life we impact reminds us why it’s worth continuing to build a more just Panama,” said Diana Morgan, Chair of FUNDAMORGAN’s Board of Directors. Over the past 25 years, FUNDAMORGAN has mobilized hundreds of volunteers, established partnerships with national and international institutions such as UN Women, MIDES, and APLAFA, and maintained a strong commitment to equity, ethics, and sustainability. This anniversary not only commemorates the journey so far but also renews the commitment to a future where justice and civic participation are a reality for all. “FUNDAMORGAN: 25 Years of Transformation” Press Contact Marianela Ferrer [email protected] 206-7060 http://www.fundamorgan.org Instagram: @fundamorganpa LinkedIn: FUNDAMORGAN Facebook: Fundamorganpa TikTok: @fundamorganpanama