In recent years, we have seen how international transparency and anti-money laundering standards have increasingly influenced Honduran legislation. The enactment of Decree No. 127-2026, which contains the Transparency and Centralized Beneficial Ownership Registry Law, is perhaps one of the clearest examples of this trend.

Although many will view it simply as another compliance obligation, its real impact lies elsewhere: it will require companies to identify and document, with greater accuracy, who ultimately exercises control over their corporate structures.

It is no longer enough to know who appears as a shareholder. In many cases, effective control may be exercised through holding companies, trusts, private agreements, or indirect control mechanisms that have not always been subject to detailed analysis.

What changes under this Law?

The Law establishes the Centralized Beneficial Ownership Registry (Registro Centralizado de Beneficiarios Finales – RCBF), which will be administered by the National Banking and Insurance Commission (CNBS). Its purpose is to enable the authorities to access up-to-date information on the natural persons who ultimately own or control a legal entity or legal arrangement.

That said, an important clarification should be made. While the Law creates the Centralized Beneficial Ownership Registry, the obligation to register is not yet enforceable. According to the notices issued by the National Banking and Insurance Commission (CNBS), the Commission will have up to six months to develop and implement the registration process. Once this stage has been completed, the CNBS will issue an official notice requiring legal entities to submit their Sworn Beneficial Ownership Declaration within the following four months. This declaration must be updated annually. Likewise, the CNBS will issue the regulations governing matters such as the technological platform, the registration procedure, the updating of information, and the conditions for accessing the Registry. Consequently, an important regulatory phase still remains before the system becomes fully operational.

Who will be required to comply?

The answer is straightforward: virtually all significant business structures. The Law applies to domestic and foreign commercial companies registered in Honduras, legal arrangements with or without legal personality, and, in certain cases, even state-owned enterprises in which the Government does not hold full ownership.

In other words, this is not an obligation limited to banks or financial institutions. It extends to a substantial portion of the Honduran business community.

The beneficial owner is not always the majority shareholder. Perhaps the most significant aspect of the Law is the way it defines the beneficial owner. Many people may assume that it is sufficient to identify the shareholder holding the largest percentage of shares. However, the Law goes much further.

A beneficial owner is any individual who directly or indirectly owns 25% or more of the ownership interests, but also any individual who exercises effective control over the company through other means. The Law also provides guidance for situations where no individual can be identified under these criteria, allowing the senior managing official to be reported while documenting the reasons why no beneficial owner could be identified.

This approach is consistent with international standards and demonstrates that the objective is no longer limited to identifying legal owners, but rather to understanding who actually exercises decision-making authority within an organization.

What should companies do?

Although the implementing regulations have yet to be issued, waiting until the last minute is unlikely to be the best strategy.

From a compliance and risk management perspective, this is an appropriate time for companies to review their corporate structures, identify who exercises effective control, update their corporate records, and assess whether any indirect ownership or control structures should be properly documented.

The Law also requires companies to keep their information up to date and report any changes within the applicable deadlines. As a result, businesses will need to establish internal processes that allow them to monitor and report such changes on an ongoing basis.

New regulations are often perceived merely as an administrative burden. However, this Law can also be viewed as an opportunity for companies to streamline their corporate structures and strengthen their corporate governance and compliance frameworks.

The implementing Regulation and the operational rules to be issued by the CNBS are still pending. Nevertheless, the message from the legislature is clear: transparency regarding who ultimately controls a company will, from now on, become an increasingly important element of the Honduran business environment.