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On July 3, 2026, the Transparency and Centralized Registry of Ultimate Beneficial Owners Law (Ley de Transparencia y Registro Centralizado de Beneficiario Final – RCBF) was published in the Official honduran newspaper. Although this regulation primarily responds to the need to strengthen the prevention of money laundering, corruption, and other financial crimes, it will also have significant implications for companies operating in Honduras, particularly from a tax perspective.

From a tax standpoint, this law represents a significant step toward greater transparency in corporate structures and increased availability of information for authorities, making it easier to identify the natural persons who directly or indirectly own or control legal entities.

What Must Companies Do?

The law requires commercial companies, trusts, investment funds, and other legal structures falling within its scope of application to identify and register their ultimate beneficial owners. Furthermore, they must keep this information duly updated and submit an annual declaration, even when no changes have occurred in their corporate structure.

Among the most relevant aspects are:

• Mandatory registration of ultimate beneficial owners with the RCBF.
• Identification of natural persons who directly or indirectly own or control at least a 25% stake or who exercise effective control over the entity.
• Annual updating of information and reporting of any modifications in ownership or control structures.
• Preservation of supporting documentation and information that substantiates the identity and shareholding/participation of ultimate beneficial owners.
• Conversion of bearer shares into registered shares within the statutory deadlines established by the law.
• Publicly traded parent companies: When a structure includes a publicly traded parent company, this circumstance should not be automatically assumed as an exemption to omit the identification of natural persons. In such cases, it may be necessary to report individuals who exercise senior management functions or effective direction within the corresponding governing body, explicitly placing on record that the reported individual is acting in that capacity and not necessarily as an ultimate beneficial owner.

Why Is This Law Relevant From a Tax Perspective?

Although the Centralized Registry of Ultimate Beneficial Owners will be administered by the National Banking and Insurance Commission (CNBS), the information centralized therein will have evident value for tax control, verification, and auditing processes.

From a tax perspective, knowing the real ownership of a structure and its underlying chains of ownership will allow authorities to analyze with greater clarity who exercises effective control and who obtains the final economic benefit, beyond the legal form utilized or the intermediary entities within the structure.

This may have an impact on areas such as:

1. Auditing of Business Groups

The identification of ultimate beneficial owners will facilitate the detection of structures that form part of the same economic group, even when they operate through multiple companies or jurisdictions.

2. Related-Party Transactions

Information regarding ultimate beneficial owners could complement analytical mechanisms for related-party transactions, allowing authorities to assess more precisely the degree of economic linkage between different taxpayers.

3. Application of Anti-Abuse Rules

Information from the Centralized Registry of Ultimate Beneficial Owners can strengthen the analysis of economic substance and enable authorities to review whether a structure serves legitimate commercial purposes or if, conversely, it has been designed to fragment, divert, or conceal the effective ownership of assets, income, or investments.
Under this approach, transparency regarding who exercises real control within a structure will make it possible to contrast the declared legal form with the economic reality of the transaction, which can be particularly relevant in tax review processes, corporate reorganizations, intra-group transactions, or multi-tiered ownership structures.

4. Cross-Referencing of Tax Information

The registry creates a new source of information that can be used to cross-reference data declared before the Tax Administration against the economic reality of each corporate structure.

5. Audit and Due Diligence Processes

Companies must ensure consistency between the information reported to the RCBF and that contained in tax returns, corporate records, statutory books, and compliance documentation.

Aspects That Companies Should Review Starting Now

As of the entry into force of this law, it is advisable that companies do not wait for authority inquiries or requirements to arise, but rather initiate a preventive review of their corporate and tax structures immediately, including:

• Identification of direct and indirect ultimate beneficial owners.
• Mapping of domestic and international ownership chains.
• Updating of statutory corporate books and records.
• Review of shareholder information and effective controllers.
• Review of structures involving publicly traded parent companies, to determine whether it is appropriate to report natural persons who serve on the governing board or exercise effective management functions.
• Verification of consistency between existing corporate and tax information.
• Assessment of potential non-compliance risks and possible penalties.

In this context, the new Transparency and Centralized Registry of Ultimate Beneficial Owners Law constitutes much more than an additional corporate obligation. Its implementation will strengthen state control mechanisms and generate new analytical and auditing tools for authorities, particularly in tax matters.

Therefore, organizations should not analyze this regulation solely from a corporate or regulatory compliance perspective, but also as a relevant component within their tax compliance strategy. Proper identification, documentation, and updating of ultimate beneficial owners will be fundamental to reducing risks and anticipating potential contingencies in the face of future reviews by competent authorities.

At CENTRAL LAW, our Corporate and Tax departments work in coordination with each organization’s internal legal team to analyze their specific structure, identify risks, and design targeted strategies regarding the steps to follow. If your company requires support in this process, please contact us to evaluate the scope of the applicable obligations and define an appropriate compliance roadmap.

For more information, please contact us at info@central-law.com