In Puerto Rico a security token is a security under United States federal law: it is supervised by the SEC, with the OCIF as local regulator under the Ley Uniforme de Valores. It can be issued through the usual federal routes, such as Reg D or Reg A+, and the European route fits when the target investors are in the EU.
A territory with federal rules
Puerto Rico does not have its own securities regime in the sense that countries in the region do. United States federal securities laws apply on the island, and the Securities and Exchange Commission (SEC) is the main supervisor of any offering. The SEC has not created a special regime for tokens: in January 2026 its staff published a joint statement on tokenized securities that makes this clear. Tokenization is a way to keep the register and transfer ownership; it does not change the legal nature of the instrument. If the token represents shares, debt or a participation with an expectation of profit, it is a security and all federal law applies to it. The statement also distinguishes between tokens issued by the issuer itself and tokens created by third parties over securities owned by others, a difference that matters when structuring.
At the local level, the Office of the Commissioner of Financial Institutions (OCIF) administers the Ley Uniforme de Valores, Ley Núm. 60 de 1963. It should not be confused with Ley 60-2019, the Código de Incentivos: they share a number, but one regulates securities and the other tax incentives. The OCIF supervises brokers, investment advisers and local offerings, and enforces the rules against fraud in the purchase and sale of securities. There is no specific local rule for tokenized securities: the applicable framework is the federal one plus the Ley Uniforme de Valores.
The federal routes, at a glance
A Puerto Rican company that wants to issue a security token has the same options as any US issuer:
- Regulation D. Private placement, with no amount limit, generally aimed at accredited investors. Rule 506(c) allows general solicitation if each investor's accredited status is verified.
- Regulation A+. Offering with a circular qualified by the SEC, also open to non-accredited investors with limits, up to $75 million in 12 months at its Tier 2.
- Crowdfunding (Reg CF). For small amounts, through a registered portal.
- Regulation S. Offerings outside the United States. It exempts from federal registration, but not from the rules of the country where the investors are.
In offerings under Rule 506 and Tier 2 of Reg A+, federal law largely displaces local registration, although the territory's regulator may require notices and fees. In addition, securities placed under Reg D are restricted for resale, and offering a secondary market for tokens that are securities requires a platform registered with the SEC.
Ley 60: incentives that do not change securities regulation
The Código de Incentivos (Ley 60-2019) brings together the island's tax incentives, including those for export of services and those for the individual resident investor. It remains in force and was amended in 2026: Ley 38-2026 extended the resident investor program until 2055 and set a preferential rate of 4 % on interest, dividends and certain capital gains for decrees requested from January 1, 2027, with new requirements for prior residence and housing.
For an issuer, the relevant point is something else: an incentives decree does not alter the securities regime. A company with a decree that issues tokens remains subject to the SEC and the OCIF exactly the same as one without it. How Ley 60 affects the issuing company or its investors is a tax matter that an adviser must analyze; this guide does not cover it.
When the European route makes sense from Puerto Rico
Federal routes solve fundraising in the United States. They do not solve fundraising in Europe: an offering under Reg D or Reg A+ does not authorize offering securities to the public in the EU, where the Prospectus Regulation applies. If the target investors are European, the logical approach is to issue under European law.
Spain is a natural gateway for a Spanish-speaking issuer. Article 8 of the Ley 6/2023 created the ERIR, the entity responsible for the registration and recording of securities on distributed ledger technology, developed by the Real Decreto 814/2023. The first authorized ERIR was URSUS-3 Capital, A.V., in November 2024, and the ERIR register lets you check who is authorized. These securities fall outside MiCA under Article 2.4.
- Access to European investors. As of June 5, 2026, the prospectus exemption reaches 12 million euros per issuer in 12 months, and above that a prospectus approved by the CNMV is passported throughout the EU.
- Language and documentation. Supervisor, documents and team in Spanish, without translating the operation into another cultural framework.
- Diversification of the investor base. Raising in euros diversifies the financing currency and reduces dependence on a single market.
One warning: if the Spanish issuance is also offered to investors in Puerto Rico or the rest of the United States, that part needs its own federal exemption. Separating both tranches from the design stage avoids problems. The detail is in the guide on how to issue a security token in Spain.
Puerto Rico versus the European route
| Criterion | Puerto Rico | European route (Spain) |
|---|---|---|
| Framework | Federal securities laws and Uniform Securities Act | Art. 8 Ley 6/2023 and RD 814/2023 |
| Supervisor | SEC, with OCIF at the local level | CNMV, with registration in an ERIR |
| Common routes | Reg D, Reg A+, Reg CF | Prospectus exemption or approved prospectus |
| Limit without prospectus or registration | Reg D without limit (accredited); Reg A+ up to 75 M USD | Up to 12 M€ per issuer in 12 months |
| Target investor | United States | European Union |
| Currency | Dollars | Euros |
The summarized process for a Puerto Rican company
- Locate the investor. United States, Europe or both. This determines the jurisdiction or the combination of jurisdictions.
- Define the instrument. Debt, equity or economic rights over an asset, with its classification as a security in each framework.
- Set up the structure. Spanish special purpose vehicle for the European tranche, with the flows to Puerto Rico documented and advice in both jurisdictions.
- Designate the ERIR and prepare the documentation. Information document under the exemption or passported prospectus.
- Issue and administer. Placement, investor verification, and management of the security throughout its lifecycle.
How to decide
If the capital is in the United States, the federal routes are the natural ones, and there is no reason to leave. If the target investor is European, the Spanish route provides direct access with published rules, in Spanish, and with passporting. Unlike the Dominican Republic or Panama, Puerto Rico starts from a mature federal framework: the question is not whether you can issue, but where the investors are. The hub for Latin American issuers compares the routes in the region.
Frequently asked questions
Who regulates security tokens in Puerto Rico?
The SEC, because U.S. federal securities laws apply on the island. In January 2026, its staff reiterated that a tokenized security is still a security. At the local level, OCIF administers the Uniform Securities Act and supervises brokers, advisors, and offerings. There is no record of a specific Puerto Rican rule on tokenization.
Do the incentives under Act 60 change the rules for issuing?
No. The Incentives Code, as amended by Act 38-2026, regulates tax benefits for companies and individuals, but it does not alter the securities regime. A company with a decree that issues tokens remains subject to the SEC and OCIF. Its effect on the issuing company or the investors is a tax matter for a specialized advisor.
Why would a company from Puerto Rico issue in Spain?
Because an offering under Reg D or Reg A+ does not allow offering securities to the public in the EU. If the target investors are European, Spain offers ERIRs authorized since November 2024, a prospectus exemption of up to 12 million euros as of June 2026, a European passport above that, and a supervisor that works in Spanish.
Are you issuing from Puerto Rico and are your target investors in Europe? Take the issuance diagnosis (2 min) or request a proposal.
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.
