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Asset tokenization in Honduras

Since 2024, the Honduran CNBS has barred the entities it supervises from dealing in tokens the Central Bank has not authorized. We analyze with you the right to issue, the formal route under the Securities Market Law and the technical structure to prepare if the framework allows it.

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Blockchain development in Honduras: dotted globe with the country marked by its flag

They trust Metlabs to tokenize their assets

Didit - Metlabs client
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Comunidad Solar - Metlabs client
Synergyland - Metlabs client
Didit - Metlabs client
Cool Farming - Metlabs client
Criptorent - Metlabs client
DDC Developments - Metlabs client
Stripe - Metlabs client
Cox Energy - Metlabs client
Bridge - Metlabs client
Casa de Outeiro - Metlabs client
Divend - Metlabs client
Onyze - Metlabs client
Ursus-3 Capital - Metlabs client
Tokenizante - Metlabs client
Gofaizen & Sherle - Metlabs client
LAOLA Surf Camp - Metlabs client
CertiK - Metlabs client
Briga - Metlabs client
Hacken - Metlabs client
Sanmortech - Metlabs client
ECIJA Abogados - Metlabs client
TOK4REAL - Metlabs client
Brickeny - Metlabs client
IDC Valores - Metlabs client
SoulBit - Metlabs client
byTask - Metlabs client
Humantial - Metlabs client
ATH21 - Metlabs client
Astria Capital - Metlabs client
Catenon - Metlabs client
Arborem - Metlabs client
Padel Sport Club - Metlabs client
NET2FLY - Metlabs client
The White Capital - Metlabs client
SHAMUSIC - Metlabs client
Slide.fun - Metlabs client
Sumsub - Metlabs client
Unodeuno - Metlabs client
Comunidad Solar - Metlabs client
Synergyland - Metlabs client
Current framework

Can assets be tokenized in Honduras?

Today there is no established route for a tokenized issuance aimed at the Honduran public. Since February 9, 2024, CNBS Resolution GEE 069/09-02-2024 has prohibited the entities it supervises from dealing in tokens not issued or authorized by the BCH, and every public offering needs CNBS authorization and, to be intermediated, a brokerage firm.

2024

year of Resolution GEE 069/09-02-2024, which prohibits CNBS-supervised entities from dealing in tokens not authorized by the BCH

CNBS · Circular 003/2024

30

business days for the CNBS to decide on registering a security in its register

Securities Market Law, art. 14

2001

year of the Securities Market Law, Decree 8-2001, which requires authorization and registration for every public offering

CNBS · Decree 8-2001
What gets tokenized

Debt, equity and revenue: what gets tokenized in Honduras

Almost every tokenized issuance represents one of these three rights against the issuer. In Honduras all three are securities or economic rights that the law subjects to authorization before they are offered to the public, and none has an established route today to be represented as a token in that offering.

RightDebtEquityRevenue
What is issuedBonds and notesSharesEconomic rights
The investor receivesThe investor lends to the issuer and receives interest and, at maturity, the principal.The investor joins the share capital: dividends, voting rights and a share of any sale or liquidation.The investor would receive a share of an asset's income: rents, sales, energy or royalties.
The token enforces
  • Coupon and payment schedule
  • Maturity and redemption
  • Verified investors only
  • Dividend distribution
  • Voting rights
  • Transfer restrictions
  • Percentage and calculation base
  • Distribution frequency
  • Term and buyback
IssuerRegistered legal entityShare-issuing companyLegal entity
RegisterBook entry or certificateBook entry or certificateNo established register
LawOnly with CNBS authorizationSecurities Market Law, art. 11Securities Market Law, art. 12
How it is issuedThe law lists bonds and other transferable obligations among securities, and their public offering requires both the security and the issuer to be registered with the CNBS. Today there is no established route for that issuance to be a token: the CNBS prohibits the entities it supervises, brokerage firms included, from dealing in tokens not authorized by the BCH.Shares are securities, and a company can register them with the CNBS to offer them to the public. As with debt, the public offering and its intermediation by a brokerage firm currently clash with the 2024 prohibition if the security is represented as a token.Any contract or right with economic content, whether or not embodied in a document, needs CNBS authorization and registration before it is offered to the public. A private offering is only one made by the holder to a specific person, without a brokerage firm, so it cannot be used to raise funds from the public.
Regulation

Which regulation applies to tokenization in Honduras?

Regulation guide for Honduras

The Securities Market Law, Decree 8-2001, and CNBS Resolution GEE 069/09-02-2024. Neither creates a regime for tokenized securities. The law requires CNBS authorization and registration in the Public Securities Market Registry before a security is offered to the public, and the resolution prohibits supervised institutions from holding, investing in, intermediating or dealing in tokens not issued or authorized by the BCH.

The prohibition also covers assets or liabilities whose returns are tied to crypto-assets or tokens, and the CNBS clarification of February 2024 confirms it: whatever a user does outside the financial system is at their own risk. Because only brokerage firms, which the CNBS supervises, can intermediate publicly offered securities, the formal route currently clashes with that prohibition when the security is a token.

The CNBS Financial Innovation Hub offers dialogue with the supervisor, foreign companies included, but grants no licenses, permits or product approvals. What can be prepared is the analysis of the right, the issuance documents and the platform, to present them through the formal route if the framework allows it. We coordinate that work with the law firm, and only authorized entities can provide the regulated services.

Honduras

Authorities
CNBS for supervised institutions and securities; BCH for monetary authorisation and payments; CONSUCOOP for cooperatives by activity
Latest regulatory change
Aug 2024

Key authorisations

  • Specific prohibition for CNBS-supervised institutions
  • Activity-specific payment and electronic-money authorisations
  • No general VASP route established in the reviewed sources

Our legal partners

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A&O Shearman - Legal partner logo
Latham & Watkins - Legal partner logo
Willkie Farr & Gallagher - Legal partner logo
Winston & Strawn - Legal partner logo
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ATH21 - Legal partner logo
Methodology

How we tokenize an asset in Honduras, step by step

The four phases of our methodology, adjusted to the Honduran framework: the first two can be done today, and the last two depend on an authorized route for the issuance.

  1. We review the asset's title, encumbrances and cash flows, and define with the issuer which right the token would represent: debt, shares or an economic right. That sets the vehicle, the amount and the authorization and registration the issuance would need from the CNBS.

    Issuance structure of a residential complex in Excel for an asset tokenization project
  2. The law firm analyzes the fit with the Securities Market Law and Resolution GEE 069/09-02-2024, and prepares the inquiry or application to the CNBS. As long as there is no established route for issuing tokens to the public, the following phases do not start.

    Word legal opinion classifying the tokens in an asset tokenization, with the law firm's tracked changes
  3. We design the white label platform and the ERC-3643 tokens with the issuance's rules, investor onboarding with KYC and the holder register, ready to connect to the brokerage firm or securities depository that the authorized route requires.

    Residential project page on a white label asset tokenization platform under the issuer's brand
  4. Investor acquisition only starts once the offering is authorized and registered. At that point we prepare the offer page with the issuer and the brokerage firm and measure the journey to a subscription; until then, no offer is addressed to investors.

    Go-to-market funnel of an asset tokenization issuance in PostHog, from visit to paid subscription
Reviews in Honduras

What do our clients think of Metlabs?

“One of the pioneering firms in web3 solutions, digital assets and tokenization, recognized for its innovation and solid reputation across Spain and Latin America.”

Jorge Corredor
Jorge CorredorLawyer, Rincón Cuéllar & Asociados

“We structured the tokenization of real estate projects with them, and I value the team's ability to understand our corporate needs and genuinely solve them.”

Joan MejíaManager, GLOBYNE

“They advised us on the feasibility of tokenizing real estate assets in Uruguay with direct, cordial treatment. A professional team, responsive and always available.”

Álvaro Silva Santamaría
Álvaro Silva SantamaríaCEO, Sp Inmuebles

“Great professionals at structuring tokenized projects, with technical command and attention to detail that inspire full confidence at every stage of the work.”

Francisco BetancourtVerified Google review

“As a blockchain lawyer, I value their experience and professionalism in consulting and executing tokenization projects. Technology partners you can fully trust.”

Vanessa Rivas
Vanessa RivasBlockchain lawyer, El Salvador

“Great professionals, very attentive to their clients and always mindful of every detail. Working with their team has been a genuine pleasure from start to finish.”

CriptorentVerified Google review

“A very professional yet approachable company that empathizes with your doubts and needs. Highly recommended for entrepreneurs with a tokenization project.”

Javier Espasa
Javier EspasaTokenization entrepreneur

“Exceptional in every sense. From legal support I value their rigor and transparency: working with Metlabs means professionalism, innovation and security.”

Pedro A. Agúndez Méndez
Pedro A. Agúndez MéndezGoogle Local Guide

“Excellent service across blockchain development, asset tokenization and consulting. A very professional team that I recommend wholeheartedly, without reservation.”

José Luis DíazVerified Google review

“I have worked with them on several projects and they are very professional. A guarantee that everything turns out perfectly. Without a doubt, 100% recommended.”

Ignacio Fernández Jiménez
Ignacio Fernández JiménezVerified Google review
Google Reviews
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Platform

What does our white label tokenization platform include?

The investor portal, ERC-3643 tokens and issuer console, under your brand. Out of the box it handles onboarding, signing, payment and distributions; anything else your issuance needs, such as a local payment method or a connection to your bank or custodian, we build on the same platform.

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Home page and project catalog of a white label tokenization platform on a laptop and phone
  • Your brand and domainYour visual identity and legal texts across the investor portal.
  • Investor onboardingSign-up, KYC, KYB and AML checks, and a custodial wallet per investor.
  • End-to-end investmentE-signature and payment by SEPA transfer or stablecoin (USDC/EURC).
  • ERC-3643 tokensEvery subscription is issued under the offering's rules.
  • Issuer consoleProjects, investors, reconciliation, distributions and reporting.
  • Compliance and audit trailKYC status per user and an exportable audit log.

Institutional custody, integrated

We integrate custody and key management providers through their APIs, including Fireblocks, BitGo, Coinbase Prime, Anchorage Digital, Copper and Ledger Enterprise. Depending on the provider and model, keys are managed with MPC or multisig so that none depends on a single device. If the token is a security, custody on behalf of clients is provided by an authorized entity.

FAQ

Frequently asked questions about tokenization in Honduras

What we are asked before a project starts.

Talk to our team
  1. Is asset tokenization legal in Honduras?

    Today there is no established route for issuing tokens to the public. Since February 2024 the CNBS has prohibited the institutions it supervises from dealing in tokens not authorized by the BCH, and every public offering needs its authorization and registration. Designing the structure and the technology is not prohibited, but it does not authorize offering anything.

  2. Does the CNBS prohibition apply to every Honduran company?

    It is addressed to institutions supervised by the CNBS, such as banks and brokerage firms, and to what their clients do on their platforms. It is not a general ban on holding, but an unsupervised company has no general license for virtual asset services either, and offering securities to the public still requires CNBS authorization.

  3. Is there a private offering that needs no authorization in Honduras?

    The law only treats as private an offering made directly by a security's holder to a specific person, without a brokerage firm. Any offer to the public or to specific groups is a public offering and requires CNBS authorization and registration, and the CNBS has 30 business days to decide on the registration.

  4. Can the Financial Innovation Hub authorize a project?

    No. The hub is a channel for dialogue with the CNBS for companies and initiatives, foreign ones included, and its FAQ states that it grants no licenses, permits or certificates of operation or authorization. It is a place to present the project to the supervisor, not to issue.

Asset tokenization

Assets we tokenize in Honduras.

Let's talk about your project in Honduras

Tell us which right you want to issue and we will analyze the structure and what the Honduran framework requires today, without committing to issuance timelines.

Tell us about your project
Where we are

We're your tokenization company in:

Dotted globe showing the Metlabs headquarters in A Coruña and its presence in Andorra
Proa building in A Coruña, headquarters of Metlabs, a blockchain development and tokenization company

Metlabs Offices

Av. García Sabell, 1, Edificio Proa 15009 A Coruña, Spain

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