Panama does not have a digital asset law in force today: the crypto bill was declared unconstitutional in 2023 and the later attempt is still stalled in the Assembly. Securities issuance works through the classic route of the Panamanian SMV; to tokenize with a specific framework, the Spanish route with ERIR is the operational option.
The real state of Panamanian regulation
Panama came close to having one of the first crypto laws in the region. Bill 697, which regulated the marketing and use of virtual assets and their service providers, was approved by the National Assembly in 2022, partially vetoed by the Executive and referred to the Supreme Court of Justice. The Court declared the entire bill unconstitutional, with the decision published in July 2023. A second attempt, Bill 247, passed through the Assembly's Economy Commission but was left in subcommittee at the beginning of 2025 and has not advanced since then.
The result is a peculiar void: activity with crypto-assets is not prohibited in Panama, but there is also no specific license, registration or supervisor for it. For a securities issuer this matters less than it seems, because securities never depended on that law: the issuance, public offering and trading of securities in Panama is governed by Decree Law 1 of 1999 and its amendments, compiled in a single text together with Law 67 of 2011, which created the Superintendency of the Securities Market (SMV). That framework works normally, but it does not contemplate the representation of securities through distributed ledgers or a figure equivalent to the Spanish ERIR. As far as is publicly known, the Panamanian SMV has not published a specific resolution on tokenized securities.
Financial hub yes, tokenization framework no
The Panamanian paradox is that the country has almost everything else. A de facto dollarized economy, with the balboa at par with the dollar and no currency risk for the foreign investor. A consolidated international banking center, agile corporate vehicles and a notarial and fiduciary practice accustomed to cross-border structures. This is why many regional issuers structure from Panama even if their business is in another country.
But a hub without a tokenization framework leaves the token part on contractual ground. The Panamanian company can be incorporated, the classic securities can be issued and contracts can be signed linking tokens to economic rights; what cannot be done is to give that token the status of registered security, with the ownership and transfer effects that a recognized legal registry provides. And after the experience of Bill 697, there is no credible timeline for that framework to arrive soon. Anyone who has followed Panama's legislative process in recent years knows that any issuance plan that depends on a future local law is, in practice, depending on a date that no one can commit to.
What an issuer can do without leaving Panama
| Local route | What it is for | Practical limit |
|---|---|---|
| Public offering registered with the SMV | Classic issuance of shares or debt with prospectus and supervision | Without tokenized support; process and costs of a traditional issuance |
| Exempt offerings and private placements | Fundraising aimed at institutional investors or restricted circles | Limited scope; the token, if any, remains outside the securities regime |
| Private contractual tokenization | Vincular tokens a derechos económicos mediante contratos entre partes | The token is not the security; protection depends on the quality of the contract and the dispute forum |
For local or regional fundraising with sophisticated investors, the classic Panamanian route remains perfectly usable. The limitation appears when the plan is precisely a security token: an instrument whose ownership and transfer live on the distributed ledger with full legal effect.
Cuándo tiene sentido la vía europea desde Panamá
Spain offers exactly what Panama lacks: a specific, working regime for tokenized securities. Article 8 of Ley 6/2023 created the entity responsible for registration and recording (ERIR), developed by Real Decreto 814/2023; the first ERIR, URSUS-3 Capital, A.V., was authorized in November 2024 and the ERIR registry is available for consultation. These issuances do not fall under MiCA: its Article 2.4 excludes crypto-assets that are financial instruments, a classification on which ESMA has applied guidelines since May 2025.
Los escenarios donde la ruta compensa a un emisor con base en Panamá:
- Regulatory certainty. After a bill declared unconstitutional and another stalled, structuring a tokenized issuance under the Panamanian framework means betting on an uncertain legislative calendar. In Spain, the rules are published and being applied.
- Access to European investors. Since 5 June 2026, with the Listing Act, the prospectus exemption reaches 12 million euros per issuer in 12 months; above that, the prospectus approved by the CNMV is passported across the entire EU.
- Mixed structure. A Spanish vehicle company can coexist with the existing Panamanian structure: the Spanish one issues the tokenized security under European supervision and the flows to the group are documented contractually. The tax treatment of that combination requires professional analysis case by case.
El procedimiento completo, plazos incluidos, está en la guía sobre cómo emitir un security token en España.
El proceso resumido para un emisor panameño
- Audit the current structure. Identify where the asset, the flows and the target investors are, and decide whether the Panamanian company will be a parent, a subsidiary or remain outside the issuance perimeter.
- Definir el instrumento. Deuda, equity o derechos económicos; de la calificación como instrumento financiero depende toda la documentación posterior.
- Incorporate the Spanish vehicle and appoint the ERIR. The vehicle issues; the ERIR registers the security and keeps the ownership register on the distributed infrastructure.
- Preparar la documentación. Documento informativo bajo la exención de 12 millones de euros o folleto con pasaporte europeo para importes superiores.
- Issue and administer. Placement, investor identity verification and management of payments and corporate events during the life of the security.
How to decide
If the fundraising is regional, with institutional investors comfortable with the classic Panamanian prospectus, the local SMV handles it and nothing more is needed. If the product is a tokenized security, Panama today does not offer the legal support and waiting for it to do so is not a plan. In the region, the picture is uneven: El Salvador opted for its own digital assets law and Chile integrated the new figures into its fintech law, while Panama still has no framework. The hub for Latin American issuers compares all the routes in the series.
Frequently asked questions
¿Es legal tokenizar activos en Panamá?
It is not prohibited, but neither is it regulated. Panama lacks a digital assets law in force, so a token can only be linked to rights through private contracts, without registered security status. The issuance of securities as such follows the classic securities market framework under the supervision of the Panamanian SMV.
¿Qué pasó con la ley cripto panameña?
Bill 697, approved by the Assembly in 2022, was vetoed by the Executive and the Supreme Court declared it entirely unenforceable, with the decision published in July 2023. A second bill, 247, stalled in an Assembly subcommittee in early 2025 and there is no scheduled date for approval.
¿Cuándo conviene a un emisor panameño la vía española?
When the product is a tokenized security with a legally recognized registry or the target capital is in Europe. The ERIR of Ley 6/2023, the prospectus exemption of up to 12 million euros in force since June 2026 and the European passport allow issuing under published rules, something the Panamanian framework does not offer today.
Do you structure from Panama and need a recognized framework for your tokenized issuance? Take the issuance diagnostic (2 min) or request a proposal. If you prefer to start by reading, download the 2026 guide.
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.
