Fiduciary Schemes Using Special Purpose Vehicles (SPV), REITs (Real Estate Investment Trusts), Trusts, or Similar Structures for Derecognition

September 4, 2026
SBP-SG-CIRCULAR-2026-0095
Dear General Manager
City
Reference: Fiduciary schemes using special purpose vehicles (SPV), REITs (Real Estate Investment Trusts), trusts, or others for derecognition Dear General Manager:
Through Circular SBP-SG-CIRCULAR-2026-0070 issued on July 8, 2026, this Superintendency instructed all supervised entities to consult, suspend, and report operations involving the transfer of repossessed or foreclosed assets to trusts, REIT vehicles, or similar structures.
As part of the communications received, following the instructions of the aforementioned Circular, we have identified similar transactions where, instead of foreclosed or repossessed assets, impaired loans (or loans showing signs of impairment) that held real estate collateral have been transferred, with the purpose that another entity (REIT or other special purpose vehicle) takes charge of managing the loan and the project it finances, and may even receive the constituted real estate collateral in lieu of payment. As with cases of transfer of foreclosed or repossessed assets, these loan assignments do not necessarily meet the criteria for derecognition, or if they do meet the criteria, it must be evaluated whether, as a result of the transfer made in exchange for trust participation certificates (or shares), the entity ends up controlling the REIT or other special purpose vehicle and, therefore, must consolidate it in its financial statements. In view of the foregoing, this Superintendency extends the scope of Circular SBP-SG-CIRCULAR-2026-0070 issued on July 8, 2026, to also include all transfers or assignments of loans to trusts, REIT vehicles, or similar structures. Consequently, this Superintendency instructs all supervised entities as follows:

1. Mandatory prior consultation. No supervised entity may carry out, subscribe to, or commit to carrying out operations involving the transfer or assignment of loans to trusts, REIT vehicles, or similar structures, without having previously consulted this Superintendency in writing, providing full details of the proposed legal, financial, and accounting structure. The entity would be requesting a non-objection or authorization.
   “Solidity and trust: guarantors of the rights of banking consumers” Av. Samuel Lewis, Panama Business Tower, ground floor - Tels.: (507) 506 7800 / (507) 506-7900 - Fax (507) 506-7700 / 506-7703 P.O. Box 0832-2397 W.T.C. Panama, Republic of Panama - www.superbancos.gob.pa - email: superbancos@superbancos.gob.pa Official document signed with Qualified Electronic Signature in the Document Transparency System – TRANSDOC of the Superintendency of Banks of Panama, in accordance with Law 83 of 11/09/2012 and Executive Decree No. 275 of 05/11/2018. Use the QR Code to verify the authenticity of the document or the URL:
   https://sigob.superbancos.gob.pa/consulta?id=Ut3V03fDaRnvN81PC8oNms0ydHMzCGZ%2Fn%2B0Z%2FGGxVpU%3D

SBP-DJ-CIRCULAR-2026-0095
2. Suspension of ongoing operations. Entities that have initiated negotiations or maintain preliminary agreements with the aforementioned fiduciary entity, or with any other offering similar schemes, must suspend them and inform this Superintendency, at the latest, within five (5) business days following the issuance of this circular.
3. Reporting of operations already carried out. Entities that have carried out transfers of this nature must report them to this Superintendency within the same period, including the accounting and regulatory treatment applied.
For the purposes of complying with the accounting treatment required in point 3, it is required that, for all cases in which it holds investments in trusts, REIT vehicles, or similar structures, it performs and documents its evaluation of whether or not it controls said entity, as established in IFRS 10 – Consolidated Financial Statements and the Conceptual Framework for IFRS Accounting Standards. As part of this evaluation, it must assess whether it has power, exposure to variable returns, and the ability to use its power or control to influence the amount of those returns. Furthermore, the principle of substance over form must be applied to evaluate the recognition and classification of these instruments. The use of trusts or investment vehicles for this specific purpose does not exempt the supervised entity from compliance with capital adequacy, asset classification, and reserve constitution rules, even for assets that have been directly foreclosed by the trust, REIT vehicle, or similar, if it is concluded that it must be consolidated by the bank. It is relevant to note that, for the provisions in the preceding paragraphs, what this Superintendency indicates in this regard must be observed, after the consultation has been addressed and the submitted documentation reviewed. The facts described above, whose investigation evidences the possible infringement of applicable regulations, may lead to the initiation of an administrative sanctioning process and the possible application of the sanctions provided for in the Banking Regime. Sincerely, Kuldip Singh Acting Superintendent MV/sl