Honduras published Decree No. 127-2026, which approves the new Law on Transparency and Centralized Beneficial Owner Registry. This regulation represents a significant change for companies, business groups, trusts, funds, investment structures, and other vehicles operating in the country.
What does the reform consist of?
It creates the Centralized Beneficial Owners Registry (RCBF), administered by the National Banking and Insurance Commission (CNBS), with the objective of identifying the natural persons who, directly or indirectly, own, control, or exercise effective control over legal entities and legal structures in Honduras.
Criteria for Identifying the Beneficial Owner
- Threshold of 25% or more of direct or indirect participation.
- Also applies in cases of effective control, even without such shareholding.
- If it is not possible to identify the beneficial owner through ownership or control, it must be reported to the highest-ranking administrative officer, keeping a record of this.
Obligations for Entities
Obligated entities must:
- Register with the RCBF.
- Report adequate, accurate, and up-to-date information.
- Maintain supporting documentation.
- Report changes within the first 10 business days of the month following the modification.
- Update the information annually, no later than May 30 of each year.
Penalties for Non-Compliance
- Fines of 20 to 500 minimum wages per infraction.
- Fines may be doubled in case of repeat offenses.
Key Point: Bearer Shares
The Law requires the conversion of bearer shares into registered shares within a maximum period of six months from its entry into force.
Bearer shares that are not regularized will lose value and effect, and their rights will remain suspended until their conversion and registration.
Why Does It Matter?
This reform raises the standard of corporate transparency in Honduras and requires companies to promptly review:
- Shareholding structures
- Corporate books
- Corporate agreements
- Trusts and investment vehicles
- Supporting documentation