Taxpayers will reveal names and information from shareholders before the SAT for changes in new law

Home Business Taxpayers will reveal names and information from shareholders before the SAT for changes in new law
Business
March 19, 2025March 19, 2025By Mario Vásquez
Taxpayers will reveal names and information from shareholders before the SAT for changes in new law

According to Decree 31-2024 of the Congress that creates the Law for the Integration of the Primary and Agricultural Productive Sector, these two regimes must report in the Unified Tax Registry (RTU) the names and percentage of actions of their partners or shareholders.

However, this part also entails a general provision, since taxpayers who update or confirm their RTUs from the validity of this law on April 9, 2025, also apply this new requirement and must report data from their shareholders.

Melvin Saguach, Tax and BPS partner of the Deloitte Guatemala, Óscar Chile Monroy, tax and financial consultant of the MGI Chile Monroy and Associates, and Erick Ralón Orellana, expert in constitutional and tax litigation, explained, on the other to taxpayers in general who have partners.

This new obligation is contemplated in article 19 of Decree 31-2024 which reforms article 120 of the Tax Code (CT), and with whose change the sub-states that it must contain:

Complete names and surnames, corporate name or social denomination of the shareholders or partners of the legal entity and their percentage of participation in its capital, when appropriate, through the means that the Tax Administration puts available to this purpose.

What information does the law ask?

Saguach, explains the data and other conditions that must be met, when Decree 31-2024 enters into force, to report the shareholders or partners of the companies in the RTU:

  • If shareholders or partners are individual persons, complete names and surnames must be provided.
  • If shareholders are other companies, it must be the reason or social denomination of these companies.
  • In addition, the percentage of participation has each of the shareholders, whether these individuals or legal persons.
  • The SAT must make available the means for taxpayers to provide their information, this could be an extension of the format in the RTU, so that boxes appear to add that information.
  • As the new provision is related to the company update in the RTU, if there were no changes, only the same shareholders names should be confirmed every year unless any more information was requested.
  • Or, it should be updated at the time when there is any change in the data by adding or eliminating what is necessary, for example, if there was a change of shareholders, if anyone bought more capital, or if other shareholders bought the company.
  • The changes to the RTU regarding making data from the shareholders are, for the companies, whether they are anonymous, encomanditas and others, Saguach mentioned as an example. He adds, for example, when it is a branch, it is created as an extension of an exterior company, so he believes that there would be not so much problem because it would be the same information that the parent company has.
  • If the business is owned by a person, it may not require filling that information because the same person is the owner and there are no shareholders.

There was already conversion of actions before in 2013

Based on Decree 55-2010, Domain Extinction Law, which entered into force in mid-2011, established a period of two years (until June 2013) for the change so that the corporations and the companies in command for shares, regulated in the Guatemala Commercial Code, which have issued actions to the bearer before the start of the validity of that law, proceed to carry out the respective conversion by conversion by conversion by conversion by conversion by conversion. In addition to reporting the change to the commercial registry. And from that law you can no longer issue the wearer.

The Deloitte expert said that it is now different, since on that occasion the change was made before the Mercantile Registry and the SAT may require information to that institution, however, now the data will enter directly to the treasury for fiscal and tax aspects.

“That reform was before the Commercial Registry and did not affect the Tax Administration. Now, this new law does affect because at the end of the day what the Tax Administration seeks is to know who is the final beneficiary of these companies,” he added which will allow that entity to control for tax purposes if there are operations between companies, among others.

It will also allow establishing more controls, for example, attending what has already established Decree 29-89, Law of Promotion to Machilation, which establishes that a company or the same person cannot be enjoyed several times of tax benefits.

Saguach replied that concerns are emerging because although the information will be delivered to the Treasury, it is not known who will be using or handling that information, and is also feared by the security risks that exist, and it can be the main fear of the shareholders.

One more control

Chile Monroy, is the criterion that this requirement can constitute a violation of the rules of the Commercial Code and could be attacked of unconstitutional, “because it is removing the corporate veil.”

It considers that this provision does not benefit shareholders, and becomes a more control for the Tax Administration since this would be monitored the movement of the shareholders, this from the fiscal point of view.

Treasury control is increasingly extensive, wide and immediate derived not only from regulations but also from electronic tools in tax matters, Chile Monroy added.

The law establishes that obligation

The SAT -collection mayor Erick Echeverría Mazariegos replied that as an entity they cannot disobey the law. He explained that the field or space to place these new data required already exists in the RTU format although it is not mandatory to fill them, however it will be from the validity of the law in the case of the regimes that are mentioned in Decree 31-2024 and gives the power to the SAT to subsequently require it to the rest.

Subscriber content

For example, taxpayers who have shareholders who must update their RTU after the start of validity of this law already have to enter that data, the mayor replied.

Asked by concerns that have emerged now that taxpayers must begin to reveal that data and how to guarantee the confidentiality of the information that will be provided to the treasury, the official said that this information is for internal use and is not published, adds that counting entails a great responsibility.

Guatemala is the only one that was staying behind this issue, since, if a comparative analysis of the legislation is made, including Central American countries for a long time, they have already had that information held by the Tax Administrations, the mayor added.

Although users can make public consultations of some RTU data on the portal, data such as these is impossible to consult them, and the information will be only for internal use, he added.

* Erick Ralón Orellana, an expert in constitutional and tax litigation, participated in the Conference of Perspectives for 2025 of La Camagro.

Source