Tokenization of assets in Honduras: guide for issuers

Honduras does not have a regime for tokenized securities and its financial supervisor has closed the door to local intermediaries. Since 2024, the CNBS prohibits supervised institutions from holding, intermediating or operating with tokens not authorized by the Central Bank. To raise capital with tokens, the Honduran issuer usually has to look outside the country.

That restriction, together with the legal uncertainty left by the Próspera case, defines the terrain. In this guide on tokenization of assets in Honduras we review what the securities law says, what the scope of the CNBS circular is, why the ZEDE are not a basis for issuing and when the European route from Spain is advisable.

What framework exists today in Honduras

The Honduran securities market is governed by the Ley de Mercado de Valores, Decreto 8-2001, and supervised by the National Commission of Banks and Insurance (CNBS) through its Superintendency of Pensions and Securities. The CNBS also maintains the Public Registry of the Securities Market, where issuers, issuances, exchanges and brokerage firms must register. Trading is concentrated in the Bolsa Centroamericana de Valores (BCV), headquartered in Tegucigalpa and operating since 1993.

Three features of the law weigh on any tokenization project. The first, the definition of a security: any transferable instrument or document, including shares, bonds and participation certificates, plus transferable obligations determined by the Commission. A token that gives the right to interest or to a part of the capital fits there. The second, the definition of public offering, very broad: any offer transmitted by any means to the public or to determined groups. The third, the private offering, which on the other hand is narrow: the one made directly by the holder of a security to a specific person, without a brokerage firm. Offering tokens to a group of investors, even a closed one, may be considered a public offering and require prior registration.

The 2024 circular: local intermediaries, out

In February 2024 the CNBS unanimously approved the resolution that was communicated through Circular CNBS No. 003/2024. Its operative part prohibits supervised institutions from holding, investing in, intermediating or operating with cryptocurrencies, cryptoassets, virtual currencies, tokens or any similar virtual asset that has not been issued or authorized by the Central Bank of Honduras. It also prohibits them from allowing their users to use their platforms for those transactions and from holding assets or liabilities whose return depends on those instruments.

The resolution was communicated to the superintendencies of banks, insurance, and pensions and securities. The text does not distinguish between cryptocurrencies and tokens that represent securities: it speaks of tokens in general. The Central Bank had warned since 2018, in several statements, that cryptocurrencies have no backing and are not regulated. For a natural person, buying and holding cryptoassets remains lawful, and there is no law from Congress that regulates the matter.

For the issuer the consequence is concrete. Banks, insurers and other supervised entities cannot invest in a token or serve as a channel to buy it, and that leaves any tokenized issuance aimed at the Honduran market without regulated local intermediaries or custodians.

Próspera and the ZEDE: why they are not a basis for issuing

The Zonas de Empleo y Desarrollo Económico (ZEDE) were created with a constitutional reform in 2012 and their Ley Orgánica of 2013, and allowed their own legal regimes. Próspera, in Roatán, developed under that umbrella its own regulatory framework, with obvious appeal for crypto and tokenization projects.

The umbrella disappeared. The National Congress repealed the Ley Orgánica in April 2022, although the repeal of the constitutional reform remained pending ratification. In September 2024 the Supreme Court of Justice unanimously declared both the constitutional reform and the Ley Orgánica unconstitutional, with effects from their origin; the ruling was published in La Gaceta in November 2024. Próspera continued operating and maintains an international arbitration against the State. In September 2026 the conflict remained open: the Attorney General's Office filed a complaint with the Public Prosecutor's Office over appointments made within the zone, and the company proposed a dialogue to clarify which rules govern there.

For an issuer seeking financing, the conclusion is simple. An investor demands to know which law protects their security and which court applies it. Today that answer, within a ZEDE, depends on litigation. It may change, but it is not a solid starting point for an issuance.

What can be done without leaving the country

The local route that works is the traditional one: issue bonds or shares registered with the Public Registry of the Securities Market and place them through a brokerage firm on the BCV. The law allows securities to be represented by book entries, but it does not contemplate distributed ledgers, and the circular prevents supervised entities from operating with tokens. In practice, a local issuance today is done without a token.

Outside the public market, the room for maneuver is limited. The direct transfer of a security to a specific person falls outside the law, and a company can internally document its shareholders' book or its promissory notes with DLT technology as a management tool. What it cannot safely do is offer tokens to a group of investors without going through the CNBS.

When the European route makes sense

The alternative is to issue under a framework that recognizes tokenized securities. Spain has done so since 2023: the Ley 6/2023 allows transferable securities represented in DLT systems, and its article 8 creates the entity responsible for registration and recording (ERIR), developed by the Real Decreto 814/2023. The first authorized ERIR was URSUS-3 Capital, A.V., in November 2024; the registry of ERIRs in Spain lists those authorized since then.

Three elements come into play. The prospectus exemption for offers of up to 12 million euros in 12 months, in force since June 5, 2026 after the Listing Act. The European passport: above that threshold, a prospectus approved by the CNMV under the Prospectus Regulation is valid throughout the European Union. And classification certainty: ESMA guidelines on crypto-assets as financial instruments apply since May 18, 2025, and the MiCA regulation excludes financial instruments from its scope (article 2.4). A security token is governed by securities regulations, without the ambiguity that the word token carries in Honduras.

It fits better with companies that have foreign-currency income or foreign clients, such as maquila, coffee, shrimp, or tourism in Roatán and the northern coast, and with projects that want to reach international investors or the Honduran community resident in Europe. It does not pay off for small raises among known partners: below one million euros the structuring cost usually weighs too much.

Honduras and the European route, head to head

Summary process from Honduras

1. Classify the instrument. Debt, equity, and profit-sharing interests are securities in Honduras and in the EU.
2. Review local flows. If the issuer or its partners work with Honduran banks, it is advisable to check with advisors that no part of the transaction forces a supervised entity to operate with the token.
3. Structure the issuing vehicle. The usual approach is a company in Spain or another EU Member State that channels the Honduran asset or business.
4. Prepare the documentation. Up to 12 million euros in 12 months, no prospectus is required; above that, a prospectus approved by the CNMV.
5. Designate the ERIR and issue. The ERIR registers the securities; the technology layer covers token, KYC and investor management, and reserved functions remain with authorized entities.

The full process is in the guide on how to issue a security token in Spain. To compare with neighbors of the opposite approach, review El Salvador and Panama, or return to the hub on tokenization for issuers in Latin America.

This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.

HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.