Applications for Bank Licenses from the Superintendency of Banks shall be filed with the Superintendent of Banks through a two (2) step process. However, Corporations already registered and authorized may proceed directly to the second step, provided that they comply, at such time, with all applicable requirements.
1. STEP ONE: TEMPORARY PERMIT
The formal consideration on the part of the Superintendent of Banks of a Temporary Permit application, requires filing of a Petition requesting a Temporary Permit from the Superintendent of Banks for the sole purpose of registering with the Public Registry any documents pertaining to the organization or authorization of the corporation under national or foreign Laws applicable to its organization. The application shall indicate the type of License being applied for: General, International or Representative. The application shall be accompanied by the following documentation:
POWER-OF-ATTORNEY.
The applicant shall file the petition through a Lawyer or a Law Firm authorized to render legal services in the Republic of Panama.
2. ARTICLES OF INCORPORATION:
a) In the case of corporations to be organized under domestic law: minutes of the applicant’s articles of incorporation and By-Laws, if any.
b) In the case of corporations organized under foreign law: legalized copy of the deed containing the applicant’s articles of incorporation and by-Laws, if any.
3. AUTHORIZATION BY THE BOARD OF DIRECTORS:
Minutes, extract of minutes or Secretary’s certificate of the Meeting of the Board of Directors of the applicant or of its financial promoter attesting to its financial support, its authorization to exercise the banking business, as well as the allotment or investment of capital required to exercise banking activities in Panama.
4. CERTIFICATION BY HOME SUPERVISORS (MONETARY, SUPERVISORY OR REGULATORY):
Certification issued by the authorities of the country of origin of the applicant or its promoter noting that it is duly registered and authorized to exercise the banking business in that country, as well as its authorization to conduct the banking business in or from Panama or establish a Representative Office in Panama (Article 23).
In case the applicant operates as a bank in its country of origin, or if the applicant is part of a financial conglomerate which includes banks operating in its country of origin, the Superintendency of Banks may require a certification by the foreign Banking Supervisory Entity of such country, indicating that such entity will carry out a consolidated cross border supervision of the applicant if the Banking License is granted in Panama.
5. PARTICULARS OF THE APPLICANT OR ITS PROMOTER, AND ITS SHAREHOLDERS:
Detailed and accurate information as to domicile, address, nationality (national identity document and/or passport) and qualifications of the applicant, its shareholders or promoter, and its Directors and Officers, as well as stock ownership by its Directors and Officers.
If the shares of the applicant or its promoter are constantly traded in the Stock Exchange, the information required shall apply to the five (5) shareholders with the largest number of shares.
6. RESUMES OF THE PERSONS RESPONSIBLE FOR THE BANK:
Resumes of the officers, directors, executives and administrators responsible for the banking office in Panama, including banking, commercial and personal references, indicating their source, in order to confirm these or to request additional information.
7. ECONOMIC GROUP:
The applicant and/or promoter shall provide information about the Economic Group to which it belongs, particularly any corporation having control over the applicant and/or its promoter, its components, track record; family relation, property, control or management; directors, officers and responsible personnel they may have in common.
8. CAPITAL:
The applicant shall submit evidence that it has the minimum initial capital required for a Bank to operate in Panama, to wit, Three Million Balboas (B/.3,000,000.00) if it is applying for an International License, and Ten Million Balboas (B/.10,000,000.00) if it is applying for a General License. The capital destined for the subsidiary in Panama shall be made up of additional capital funds provided by the Head Office, and separated from the capital of its Head Office. (Articles 33 and 42).
9. CAPITAL DISTRIBUTION:
Percentage of the applicant’s or its promoter’s participation in the paid-up capital of the office to be established.
10. LEGAL REPRESENTATION:
a) In the case of banks organized under foreign law: names of the persons designated as the Bank’s General Attorneys-in-Fact, all of whom shall be residents of Panama and at least one of whom shall be a Panamanian citizen (Article 37).
b) In the case of banks organized under Panamanian Laws: name of the person who will act as Legal Representative of the bank to be established, as designated in the respective Articles of Incorporation.
11. BALANCE STATEMENT AUDITED BY CPA AND FINANCIAL STATEMENTS:
Balance Statement of the applicant and/or its promoter dated no less than ninety (90) days prior to the application. Comparative audited Financial Statements for the two last years, accompanied by reports on portfolio classification and maturity structure of assets and liabilities, as well as the applicant’s or its promoter’s position in the market of origin, according to major financial indicators (total assets, portfolio, deposits and equity) and its most recent rating by its supervising authority.
12. REGISTRATION AND AUTHORIZATION OF AUDITORS:
Certification by the Technical Board of the Ministry of Commerce & Industries of the Republic of Panama or the appropriate foreign authority noting that the CPA firm auditing the applicant’s and/or its promoter’s Financial Statements is duly authorized to exercise said profession.
13. REPORTS BY INTERNATIONAL RATING AGENCIES:
Information available on recent ratings of the applicant or promoter, or the Financial Group by Rating Agencies, according to internationally recognized rating standards.
14. YEARBOOK AND OTHER PUBLICATIONS:
Most recent Yearbooks and other publications containing information about the applicant and/or its promoter, or the Financial Group to which they belong, their organization, changes in corporate name, mergers or consolidations, operation turnover, domestic and foreign banking offices (subsidiaries, branches, representative offices and agencies), relations with other financial institutions, and general information on business results, as well as profit, growth and risk indicators for assets, liabilities and equity.
15. PROPOSED ACTIVITIES TO BE DEVELOPED/BUSINESS PLAN:
Description of the plans the applicant intends to develop (short, medium and long-term objectives) once the License is granted, indicating the Bank’s likelihood of success and its contribution to the Panamanian economy. (Article 33).
16. FEASIBILITY STUDY:
Financial projections of the applicant, and projected organizational functions and anticipated income-yield capacity of the bank.
17. PUBLICATION OF NOTICE:
Within fifteen (15) days after filing the application, a notice shall be published during three (3) working days in a newspaper of national circulation containing the following information:
a. Name of License applicant.
b. Name of applicant’s directors and officers.
c. Applicant’s business background.
d. Names and national identity card numbers or passport numbers of the Bank’s directors, officers and executive officers, including their titles.
18. OPPOSITION TO OBJECTIONS:
Should any objections from the general public be filed within fifteen (15) days following the date of the last publication referred to above, the applicant shall be entitled to refuting the same within fifteen (15) days after the objections are served.
19. PUBLIC REVIEW OF FINANCIAL STATEMENTS:
The applicant’s audited Financial Statements shall be available for review by the public at the Superintendency of Banks’ offices. (Article 36).
Remarks
Once the documentation and information required is reviewed and assessed by the Superintendency, a Temporary Permit shall be issued in order to notarize and register in the Public Registry the Articles of Incorporation of the new corporation or those of the foreign corporation, as the case may be. A decision shall be made within ninety (90) days after filing the complete application.
The Temporary Permit is granted for ninety (90) days.
II. STEP TWO: FINAL LICENSE
Formal consideration on the part of the Superintendent of Banks of license applications shall require the filing of a Petition requesting the appropriate BANKING LICENSE, according to the type of operations to be conducted. Said application shall be made within ninety (90) days following the granting of the TEMPORARY PERMIT.
The application shall be accompanied by the following:
Copy of a duly registered Public Deed containing the applicant’s charter or authorization, as the case may be.
Evidence that the capital has been duly paid or allotted, in accordance with applicable legal requirements.
In the case of Banks applying for International License, certification issued by the Banco Nacional de Panamá indicating that a restricted deposit has been made to the order of the Superintendency of Banks in the amount of B/.250,000.00. (Article 42).
Any additional information required by the Superintendency.
Remarks
The Superintendent of Banks shall be charged with discretion to assess the documentation submitted and adopt a warranted decision approving or denying the License.
Once a decision is made regarding the International License application, the Superintendent of Banks shall suspend any temporary restrictions on funds deposited with Banco Nacional de Panamá (BNP). In the case of International Banking Licenses, B/.250,000.00 of this deposit shall be kept with BNP to set up a Guarantee in favor of the Superintendency of Banks, as established by Article 42 of Decree Law 9 of 1998.
Applicants obtaining a Representative License shall only be authorized to operate REPRESENTATIVE OFFICES whose activities shall be limited to contacting third parties interested in carrying out operations with the Head Office. These offices shall require a Representative, in addition to the two (2) Attorneys required under Article 37 of Decree Law 9 of 1998. Representative Offices are not authorized to carry out any kind of operations from or within Panama.
The use of the corporate name of the Head Office represented by the Representative Office shall always be accompanied by the expression “Representative Office.”
Petitions filed shall bear any revenue stamps required by Law.
Documents executed abroad shall be legalized by the appropriate Panamanian authorities (Panamanian Consulate in the relevant country or by means of Apostille), and those executed in English or any other foreign language shall be accompanied by appropriate translation into Spanish by an Authorized Public Translator.
Any figures expressed in currencies other than Balboas or U.S. Dollars shall quote the exchange rate and equivalent amount in Balboas or U.S. Dollars.