Puerto Rico“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 CorredorLawyer, Rincón Cuéllar & Asociados
Asset tokenization in Puerto Rico
We build the platform to tokenize notes, shares and profit participations in Puerto Rico: investor onboarding, ERC-3643 tokens and the holder register, coordinated with the law firm that structures the offering under federal securities law and Puerto Rico's Uniform Securities Act.
Tokenize your asset
They trust Metlabs to tokenize their assets
Why Puerto Rico
Why tokenize assets in Puerto Rico?
Puerto Rico is a US territory, and federal securities law applies there alongside its Uniform Securities Act, which OCIF administers. Neither has its own regime for issuing tokenized securities: the token is offered with registration or under an exemption, and an offering limited to residents can rely on the federal intrastate exemption.
10
persons at most in Puerto Rico over 12 months for an offering exempt from local registration, with no commission for soliciting them
Act 60-1963, art. 402$5M
maximum per issuer over 12 months in a crowdfunding offering under SEC Regulation CF
2026
year SEC staff stated that an onchain format does not change how federal securities laws apply
What gets tokenized
Debt, equity and revenue: what gets tokenized in Puerto Rico
Almost every tokenized issuance represents one of these three rights against the issuer. In Puerto Rico all three are securities under both federal and local law, so the right determines the offering route, the vehicle and who keeps the register, and it is settled before the network or the token standard.
| Right | Debt | Equity | Revenue |
|---|---|---|---|
| What is issued | Notes and bonds | Shares in a corporation | Profit participations |
| The investor receives | The 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 receives a share of an asset's income or profits: rents, sales, energy or royalties. |
| The token enforces |
|
|
|
| Issuer | Corporation or LLC | Corporation (Act 164-2009) | Corporation or LLC |
| Register | Issuer or its agent, onchain or not | Stock ledger | Issuer or its agent, onchain or not |
| Law | Securities Act; Act 60-1963 | Act 164-2009; Securities Act | Act 60-1963, art. 100; Securities Act |
| How it is issued | A note or a bond is a security under both the Uniform Securities Act and federal law. It is offered with SEC registration or under an exemption, such as Rule 506 or crowdfunding, and in Puerto Rico with registration, a local exemption or federal cover. Recording the holder onchain does not change that analysis. | The board of directors can resolve that shares be uncertificated, and the stock ledger is the only evidence of who is a stockholder for voting purposes. SEC staff accepts that the issuer or its agent keeps the securityholder file on one or more crypto networks. | Both laws list participations in a profit-sharing agreement and investment contracts among securities. A revenue right offered to investors is therefore analyzed as a security and, if it is one, follows the same offering routes as debt. |
Regulation
Regulation guide for Puerto RicoWhich regulation applies to tokenization in Puerto Rico?
Two laws at once. The federal Securities Act covers Puerto Rico as a territory, and the Uniform Securities Act, Act 60-1963, makes it unlawful to offer or sell a security in Puerto Rico unless it is registered, exempt or federally covered. Neither creates a specific regime for issuing tokenized securities: according to SEC staff, an onchain format does not change how federal law applies.
The usual routes are SEC registration, Rule 506 of Regulation D or Regulation CF crowdfunding, up to $5 million over 12 months and through a registered intermediary. Securities sold under those exemptions are federally covered and need no local registration. An offering limited to residents, by an issuer that resides and does business on the island, can rely on the federal intrastate exemption, and its registration or exemption is then settled under local law.
Anyone doing business as a broker-dealer or agent in Puerto Rico must register, and custody of digital assets has its own route under Act 273-2012, with a special permit and no domestic clients. The tax incentives of Act 60-2019 replace none of these authorizations. We coordinate the structure with the law firm preparing the offering, and registered intermediaries provide the regulated services.
Puerto Rico
FavourableScore74
- Authorities
- Office of the Commissioner of Financial Institutions (OCIF); federal authorities according to activity
- Latest regulatory change
- Sep 2026
Key authorisations
- OCIF money-transmission licence for covered convertible-virtual-currency activities.
- FinCEN MSB registration where the service falls within the federal perimeter.
- International financial institution licence and specific custody permission under Act 273.
- Securities and intermediary registrations or exemptions according to the instrument and transaction.
Our legal partners
Methodology
How we tokenize an asset in Puerto Rico, step by step
The four phases of our methodology, with the parties involved in Puerto Rico. The law firm and our engineering team work in parallel from the asset review to investor acquisition.
We review the asset's title, encumbrances and cash flows, and decide with the issuer whether the token will be a note or a bond, a share or a profit participation. That sets the vehicle, a corporation or an LLC, the amount and the offering route.
The law firm classifies the token and chooses the federal route, whether SEC registration, Rule 506, Regulation CF or the intrastate exemption, and how it fits the Uniform Securities Act: registration, exemption or federal cover. Under Regulation CF, the offering runs through a registered intermediary.
We configure the white label platform with your brand: investor onboarding with KYC, signature, payment and ERC-3643 tokens carrying the offer's rules, such as investment limits or resale restrictions. The holder register, onchain or reconciled with the one kept by the issuer or its agent, is custom development.
With the issuer and, where there is one, the intermediary placing the issuance, we prepare the offer page and measure the journey to a paid subscription. After the issuance, the platform handles distributions, transfers between verified investors and reporting.
Reviews in Puerto Rico
What do our clients think of Metlabs?
“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 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 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 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 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 JiménezVerified Google review
“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 CorredorLawyer, Rincón Cuéllar & Asociados
“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
“A very professional yet approachable company that empathizes with your doubts and needs. Highly recommended for entrepreneurs with a tokenization project.”
Javier EspasaTokenization entrepreneur
“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 JiménezVerified Google review
“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
“As a blockchain lawyer, I value their experience and professionalism in consulting and executing tokenization projects. Technology partners you can fully trust.”
Vanessa RivasBlockchain lawyer, El Salvador
“Exceptional in every sense. From legal support I value their rigor and transparency: working with Metlabs means professionalism, innovation and security.”
Pedro A. Agúndez MéndezGoogle Local Guide
“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 SantamaríaCEO, Sp Inmuebles
“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
“Excellent service across blockchain development, asset tokenization and consulting. A very professional team that I recommend wholeheartedly, without reservation.”
José Luis DíazVerified Google review
Platform
What does our white label tokenization platform include in Puerto Rico?
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.
Request a demo
- Your brand and domainYour visual identity and legal notices across the investor portal.
- Investor onboardingSign-up, KYC with driver's license or passport, KYB, BSA/AML and a custodial wallet.
- End-to-end investmentE-signature and payment in dollars by ACH or wire, or with stablecoin (USDT/USDC).
- ERC-3643 tokensEvery subscription is issued under the restrictions of Rule 506(c) of Regulation D.
- Issuer consoleProjects, investors, dollar reconciliation, distributions and reporting.
- Compliance and audit trailKYC file, OFAC screening and accreditation per investor, 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 Puerto Rico
What we are asked before a project starts.
Talk to our teamIs asset tokenization legal in Puerto Rico?
Yes. A tokenized security is still a security: it is offered with registration or under a federal exemption and, in Puerto Rico, with registration, a local exemption or federal cover under the Uniform Securities Act. What requires a permit is the activity: brokering securities, transmitting money or holding digital assets in custody for others.
Can a Puerto Rico corporation issue tokenized shares?
Yes. The General Corporations Act lets the board of directors resolve to issue uncertificated shares, and the stock ledger evidences who is a stockholder for voting purposes. SEC staff accepts that the issuer or its agent keeps the securityholder file on one or more crypto networks, alongside the data it keeps offchain.
How much can be raised through crowdfunding in Puerto Rico?
Under SEC Regulation CF, up to $5 million per issuer over 12 months, through a registered intermediary and with limits for non-accredited investors. Larger amounts can use Rule 506 of Regulation D or registration. The local exemption in Act 60-1963 covers offerings to no more than ten persons on the island over 12 months.
Does the token give ownership of the property?
Not by itself. Recording a transfer onchain does not convey real estate or make the holder a stockholder. The token represents a right against the issuer, such as a note, a share in the owning company or a participation in its profits, and the offering documents set out what the investor acquires.
Asset tokenization
Assets we tokenize in Puerto Rico.
Asset tokenization
Articles on tokenization
Real Asset Tokenization: How RWA Tokenization Works
How to structure an RWA project: holder rights, issuance, recordkeeping, payments and recovery. What blockchain adds and what depends on the legal arrangement.
What are the differences between security tokens and utility tokens?
How to distinguish financial rights from service access, what legal classification examines and why a token’s name does not determine its regulation.
OpenZeppelin and ERC-3643: how a security token is built
What OpenZeppelin libraries and ERC-3643 controls provide, and what a securities issuance also requires: rights, permissions, operations and review.
Tokenize your asset in Puerto Rico
Tell us which right you want to issue and we will propose the technical structure, timeline and phased budget.
Where we are
We're your tokenization company in:
Metlabs Offices
Av. García Sabell, 1, Edificio Proa 15009 A Coruña, Spain
We tokenize assets in
SpainUnited StatesUAEUnited KingdomMexicoSingaporeAustraliaSwitzerlandColombiaArgentinaChilePeruPortugalGermanyHong KongBrazilEcuadorFranceIndiaPanamaAndorraAustriaBahrainBelgiumBoliviaCanadaCosta RicaCubaCyprusCzechiaDenmarkDominican RepublicEl SalvadorEstoniaFinlandGreeceGuatemalaHondurasHungaryIrelandIsraelItalyJapanKuwaitLiechtensteinLithuaniaLuxembourgMaltaMonacoMoroccoNetherlandsNew ZealandNicaraguaNigeriaNorwayOmanParaguayPolandQatarRomaniaSan MarinoSaudi ArabiaSeychellesSouth AfricaSouth KoreaSwedenTurkeyUruguayVenezuela
