Virtual asset regulation and tokenization in Panama

In Panama, a business connecting users to protocols or issuing tokens must establish the regulatory scope of its particular model. A favorable opinion about a non-custodial platform is not general permission for intermediation, investment management or securities services.

Where services are performed and to whom an offering is directed also matter. Separating technology development from financial functions helps identify potential permissions without relying on a bill that did not become law.

How to assess a platform through its actual functions

The reviewed sources do not establish an effective comprehensive virtual asset service provider, VASP, statute in Panama. Bill 697 of 2021 was declared unconstitutional (inexequible) by the judgment of 6 June 2023. It should not be presented as applicable law, and the judgment date must be distinguished from later reporting about it.

SMV Opinion 04-2025 of 27 August examines a platform connecting users to decentralized exchanges without unilateral power to dispose of their assets. On the described facts, it concludes that no SMV license, registration or authorization is required. Its reasoning is broader: it reiterates that cryptocurrencies such as BTC and ETH are neither securities nor financial instruments under the Texto Único and adds that broker-dealers (casas de valores) and investment advisers licensed by the SMV may not invest in them for clients or hold them in custody in investment accounts. This is neither a license granted to every platform nor a finding that every token falls outside securities regulation.

Which authority supervises each activity

The Superintendency of the Securities Market, SMV, regulates securities activities covered by its legislation. The Superintendency of Banks of Panama, SBP, supervises banks and other persons within its assigned remit. Its notice of 24 April 2018 stated that the exchange, investment, purchase, sale and marketing of bitcoin and similar assets have no specific regulation and fall outside its competence, and reminded supervised entities of the due diligence required by the Banking Law, Law 23 of 2015 and Rule 10-2015, since repealed by Rule No. 1-2026.

That notice is historical: its statement that certain permissions had not then been requested does not establish every operation's position in 2026. The Financial Analysis Unit, UAF, handles financial intelligence. Article 22 of Law 23 of 2015, in the compendium published by the UAF with amendments up to Law 254 of 2021, lists the financial obliged entities without including virtual asset service providers, and a general VASP register with the UAF has not been established. Each duty must be linked to a covered person, rather than recommending a registration not shown to be available.

Which permission the business model requires

In Opinion 04-2025, the applicant describes no management, advice, fundraising or public securities offering, with ultimate user control. Those conditions matter: adding effective custody, investment decisions or different instruments requires reassessing the perimeter. A non-custodial label does not replace examining keys, contract permissions and the operator's actual powers.

For securities activity, Article 50 of the Texto Único of Decree-Law 1 of 1999, as compiled and published by the SMV, requires a broker-dealer or investment adviser license to operate in or from Panama. Article 128 distinguishes offerings by recipients' domicile. The fact that a placement to persons domiciled abroad is not deemed an offering in Panama does not automatically remove the licensing requirement for intermediation carried out from Panama.

Opinion 01-2026 of 29 April also places the examined event-prediction contracts outside securities-market rules. It assumes that transactions are neither marketed nor executed in Panama, are not directed at Panamanian residents and that the platform has no physical presence or staff in the country; its conclusion is limited to the SMV remit. Pacifica Legal's Chambers chapter warns that this does not constitute gambling or betting clearance; it is not extrapolated to every derivative or asset-referenced product either.

How holder rights are documented

Opinion 04-2025 distinguishes BTC and ETH from credit or participation rights against an issuer and explains securities representation. It recognizes certificates and book entries and cites entitlement rules. A regulated electronic database does not establish identical legal effects for every distributed ledger.

Tokenization requires identifying the right, obligor, register and transfer formality. Pacifica Legal expressly separates the token from its underlying asset: real estate, shares and other assets may require a deed, assignment, endorsement or registration. This guide attributes neither automatic ownership to a wallet holder nor universal insolvency protection to technical segregation.

Which obligations continue during operations

SBP Rule No. 1-2026 updates preventive rules for general- and international-license banks, trust businesses and specified banking groups. Published on 23 January 2026, it provides for commencement six months later. Specific deadlines for certain requirements extend into 2027; partial adaptation periods do not postpone the entire regime.

Its scope does not make every developer or virtual asset provider a banking-sector obliged entity. Where a business includes regulated activity, diligence, beneficial ownership, monitoring and reporting require assessment under that regime. The IMF and World Bank FSAP technical note of November 2023 finds that there is no legal framework in force for VASPs and recommends legislating; an international recommendation does not directly create a domestic licensing duty.

What to prepare before launching the project

Document actual operator powers: key access, contract changes, transaction selection and receipt of funds. Compare those facts with any administrative opinion relied upon and explain differences. Questions can be raised through the Financial Innovation Hub, set up by the financial authorities on 7 May 2025 as a forum for dialogue with supervisors; its announcement provides for no authorizations or exemptions.

For issuance, prepare rights, asset formalities and offering recipients. Also check whether intermediation performed from Panama requires licensing even when investors are abroad.

Model-specific access and permissions, custody treatment, additional rules and each tokenized issuance's effects require confirmation. Incorporating a Panamanian company is not presented as a general tax advantage or access to customers everywhere. The overall score remains pending because comparable access and service evidence is insufficient.

To understand how this framework applies to your project, discuss your case with our team.