Tokenization of assets in Costa Rica: guide for issuers

A hotel chain from Guanacaste wants to open its next expansion to private investors through a tokenized instrument and encounters the central fact of this market: Costa Rica does not have a specific framework for tokenized securities. SUGEVAL supervises the traditional securities market, and the reform approved in 2026 regulates cryptoasset providers in relation to money laundering, but it does not create any issuance channel.

That combination, historical tolerance of cryptoassets and regulatory silence on the security token, defines the real options of a Costa Rican issuer. In this guide we review what exists today, what changes with the 2026 law and when it is advisable to structure the issuance under the European framework from Spain.

What framework exists today in Costa Rica

The Costa Rican securities market is supervised by the General Superintendence of Securities (SUGEVAL), which depends on the National Council for Supervision of the Financial System (CONASSIF) and applies the Securities Market Regulatory Law, Law 7732. That framework was designed for book-entry securities and traditional public offerings: it does not contemplate the representation of securities through distributed ledger technology or a registration figure comparable to the Spanish ERIR.

With cryptoassets in general, the country's position has historically been permissive without a framework. The Central Bank of Costa Rica has reiterated that cryptocurrencies are not legal tender and that whoever operates with them assumes the risk, but it has not prohibited holding or transferring them. Unlike El Salvador, which legislated expressly on digital assets, or Mexico, which regulated fintech institutions, Costa Rica chose for years not to regulate.

The practical consequence for an issuer is twofold. Buying, selling or custodying cryptoassets is lawful. But a token that represents debt, shares or economic rights is a security, regardless of the technology, and offering it to the Costa Rican public would require fitting the operation into Law 7732, with SUGEVAL authorization and without any rule adapted to DLT support. Whoever does so without authorization is exposed to the consequences of an irregular offering, just as with a paper security.

The 2026 reform regulates money laundering, not issuance

In May 2026 the Legislative Assembly approved in second debate a reform of Law 7786 to subject virtual asset service providers to anti-money laundering obligations. Providers must register with SUGEF and apply due diligence based on the thresholds set by CONASSIF. The initiative had the support of the four superintendencies of the financial system and responds to FATF's observations about the country's regulatory gap.

It is worth reading its scope carefully. It is an anti-money laundering rule: it sets out who can provide services with cryptoassets and with what controls. It does not create a regime for tokenized securities, does not enable SUGEVAL to register issuances on DLT and does not offer the issuer the legal certainty necessary to raise capital from third parties. When it fully enters into force, Costa Rica will continue to have registered crypto providers and, at the same time, no regulated channel to issue security tokens.

When the European route from Costa Rica makes sense

For the Costa Rican issuer with income in dollars or euros and international clientele, which includes hotels, tourist real estate, service companies and free zone companies, the practical alternative is to issue under a framework that already recognizes tokenized securities. Spain has done so since 2023: the Ley 6/2023 admits the representation of negotiable securities through DLT-based 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, and the registry of ERIRs in Spain has continued to add entities since then.

Two pieces complete the picture. First, the prospectus exemption for offerings of up to 12 million euros in 12 months, in force since 5 June 2026 after the Listing Act, which substantially reduces the cost of a first issuance. Second, certainty in classification: ESMA guidelines on cryptoassets as financial instruments, applicable since May 2025, define which tokens are securities, and the MiCA regulation expressly excludes financial instruments from its scope (Article 2.4). A security token is governed by securities regulation, not cryptoasset regulation.

The country's economic profile pushes in the same direction. Costa Rica depends on sectors with international demand: tourism and hospitality in Guanacaste and the Central Pacific, real estate linked to that tourism, medical devices and services exported from free zones. These are businesses that bill foreign clients, are valued in dollars and are legible to a European investor without needing to explain the local market. That fit between an export asset and foreign capital is the underlying argument for the European route, more than any regulatory detail.

Even so, the European route is not for everyone. If fundraising is small, domestic and among investors who already know the company, setting up a vehicle in the EU adds cost with no clear return. It makes sense when the issuer seeks international investors, wants to raise in euros or needs to offer a supervised register that Costa Rica currently lacks. As a guideline: below one million euros the structuring cost weighs too much; above that, the comparison is worth doing with numbers in front of you.

Costa Rican framework and European route, head-to-head

Process from Costa Rica, step by step

1. Classify the asset and the token. Determine, using the criteria of the ESMA guidelines, whether what is going to be issued is a transferable security. Debt, equity and rights over profits almost always are, and that decides everything else.
2. Structure the issuing vehicle. The usual approach is a Spanish company or another EU company that channels the Costa Rican asset or project and acts as the issuer of the securities. The relationship between that company and the local operation is documented with advisers from both jurisdictions.
3. Prepare the offering documentation. No prospectus is required for up to 12 million euros in 12 months; above that threshold, a prospectus approved by the CNMV under the European Prospectus Regulation.
4. Appoint the ERIR. An entity from the CNMV register handles the registration and recording of tokenized securities. It is the distinctive requirement of the Spanish system and replaces traditional book-entry.
5. Issue and distribute. Technical deployment of the token, investor onboarding with KYC and anti-money laundering prevention, and communication of the offering within the limits of the applicable regime. A technology platform covers this layer; reserved functions correspond to registered or authorized entities.

The full circuit, with timelines and documents, is detailed in the guide on how to issue a security token in Spain. And if the issuer is comparing jurisdictions in the region, the tokenization for Latin American issuers hub gathers the same country-by-country analysis. The final decision is rarely technological: it is choosing under which supervisor the issuer wants its investors to be protected.

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.