ALE​​GALIS | What the new Anti-Money Laundering Law means for entrepreneurs

This is accompanied by amendments to the Commercial Code on the registration of shares, and the law’s definition of a beneficial owner , with a 15% ownership threshold. For a company limited by shares, this means that ownership traceability is no longer an internal matter but a compliance requirement.

Three days after the law came into force, a partial constitutional challenge to Articles 3 and 42 of the decree was filed with the Constitutional Court of Guatemala . The challenge to Article 3 concerns the inclusion of professionals as obliged entities; the challenge to Article 42 concerns the resulting requirements: keeping a record for each client and notifying the Superintendency of Banksthrough the Special Verification Officewhen an unusual transaction is identified or there is an inconsistency between what the client reported and the service provided. The applicants argue that both requirements infringe professional secrecy and client confidentiality.

This was not an isolated response. In June, when the decree was passed, the Guatemalan Bar Association and Notarial College had warned in a statement that the law had profoundly changed the practice of notarial work by making notaries obliged entities before the IVE, without incorporating the technical and legal comments the profession had submitted to Congress since January. The College pointed to a specific risk: disproportionate obligations for sole practitioners and small firms.

Professional secrecy has constitutional status and the prevention of money laundering is an international commitment undertaken by the country. The law sought to reconcile the two: lawyers are not required to report information obtained when verifying a client’s legal position for the purpose of defending them in judicial or administrative proceedings, arbitration or mediation. The question, then, is not whether a safeguard exists, but whether it is sufficient, since it covers litigation but not notarial work or transactional advice, where the new obligations are concentrated. The Court will have to decide how to reconcile these interests. In the meantime, the law applies, as a constitutional challenge does not in itself suspend the challenged provision.

There is a second problem, less discussed but more immediate. The law has been in force since 17 September, but its regulations have not yet been issued. The decree gave the Superintendency of Banks six months, until 17 March 2027, to draft the regulations and submit them to the President; no date has been set for their subsequent approval. The Special Verification Office announced that it would submit its technical proposal to the Executive Branch by 30 September 2026 at the latest.

For entrepreneurs seeking to formalise their businesses, there are three practical recommendations in light of the above.

1. Keep the shareholder register in order from day one: A newly incorporated company has an easy task; one with 15 years of unregistered share transfers probably does not. The cost of putting things in order increases over time.
2. Allow for the time required: Due diligence adds days to the timetable for an incorporation or a sale and purchase. Building it into the plan avoids discovering the delay when a closing date has already been agreed.
3. Do not mistake due diligence for suspicion: A notary asking about the source of funds is not showing distrust of the client; the notary is complying with a legal duty, breach of which has consequences for the professional.

In a country where a significant share of economic activity takes place in the informal sector, any law that makes formalisation more costly warrants critical scrutiny. Decree 15-2026 does so by adding steps, documents and time to transactions that previously required less. Nevertheless, a system that requires ownership traceability gives formal businesses—with an orderly structure and an up-to-date shareholder register—better prospects of obtaining financing from a bank, investor or buyer. What is perceived today as friction could also prove a positive change for entrepreneurship and the speed of its transactions.

Key facts

• Firm: ALEGALIS
• Author: José Dougherty
• Jurisdiction: Guatemala
• Legislation: Decree 15-2026, the Comprehensive Law for the Prevention and Suppression of Money Laundering and Other Assets and the Financing of Terrorism
• Effective date: 17 September 2026
• Main changes: Expansion of the list of obliged entities, new due diligence requirements and greater corporate ownership traceability
• Professionals affected: Lawyers, notaries, economists, accountants and auditors in certain transactions
• Beneficial owner: 15% ownership threshold
• Constitutional challenge: Partial challenge to Articles 3 and 42 over their implications for professional secrecy
• Deadline for regulations: 17 March 2027 to draft and submit the regulations
• Recommendations: Keep the shareholder register up to date, allow for additional time and understand due diligence obligations