The Congress of Honduras has approved the Transparency and Centralized Beneficial Ownership Registry Law, introducing new identification and reporting obligations for legal entities and legal arrangements operating in the country.
The law establishes the Centralized Beneficial Ownership Registry (RCBF), which will be administered by the National Banking and Insurance Commission (CNBS). Its purpose is to strengthen corporate transparency, prevent money laundering, and align Honduras with international standards promoted by the Financial Action Task Force (FATF) and the Financial Action Task Force of Latin America (GAFILAT).
Although the law has not yet been officially published and its implementing regulations are still pending, companies should begin assessing the potential impact of these new obligations.
Who will be required to register?
The law will have broad application and will cover, among others:
- Honduran commercial companies.
- Foreign companies registered to operate in Honduras.
- Trusts.
- Investment funds.
- Securitization vehicles.
- Joint ventures and similar legal arrangements.
- Public-private entities in which the State does not hold 100% ownership.
Who will be considered a beneficial owner?
Under the law, a beneficial owner is any natural person who:
- Directly or indirectly owns 25% or more of an entity’s share capital or assets.
- Exercises effective control through other means, including the ability to appoint or remove directors or influence the organization’s financial, operational, or commercial decisions.
Where no individual can be identified under these criteria, the highest-ranking administrative officer must be registered, with a proper explanation of the circumstances.
What compliance obligations will companies face?
While the specific procedures will depend on the regulations to be issued by the CNBS, the law contemplates obligations relating to:
- Initial registration of beneficial owners.
- Periodic updates of reported information.
- Timely reporting of changes in ownership or control structures.
- Maintenance of supporting documentation for the periods established by law.
For many organizations, the greatest challenge will not be the registration process itself, but rather the collection and verification of information within complex corporate structures, particularly those involving foreign shareholders, regional holding companies, trusts, or indirect control arrangements.
Impact on investors and corporate groups
The creation of this registry represents a significant development for both domestic and international companies with operations or investments in Honduras.
Beyond regulatory compliance requirements, beneficial ownership information will become increasingly important in due diligence processes, the establishment and maintenance of banking relationships, public procurement procedures, and corporate compliance assessments.
Organizations should begin preparing their governance frameworks and corporate records to meet these new requirements and mitigate potential legal and reputational risks.
