Tokenization of assets in Guatemala: guide for issuers

Guatemala does not have a specific regime for tokenized securities. The Ley del Mercado de Valores y Mercancías regulates public offering before the Registro del Mercado de Valores y Mercancías, but does not mention distributed ledger technology. What it does offer is a broad private offering regime, with local options that are unusual in the region.

For a Guatemalan issuer, the useful question is not whether tokenizing is legal, but to whom it wants to offer the instrument and with what investor protection. In this guide on tokenization of assets in Guatemala, we review the current framework, the new 2026 anti-money laundering law, what can be done without leaving the country, and when it pays to structure the issuance under the European framework from Spain.

What framework exists today in Guatemala

The Guatemalan securities market is governed by Decreto 34-96 of Congress, the Ley del Mercado de Valores y Mercancías, as amended by Decreto 49-2008. The central piece is the Registro del Mercado de Valores y Mercancías (RMVM), a technical body of the Ministerio de Economía whose function is legality control and registration of acts, issuers, and agents operating in the market. It is a different model from countries with a securities superintendency: the registry verifies that the transaction complies with the law and registers it; a good part of market discipline falls on the exchange itself and its agents.

The only stock exchange in operation is the Bolsa de Valores Nacional (BVN), which has operated since 1987 and concentrates trading in private and public securities.

Two features of the law matter for tokenization. First, the definition of security is broad: it includes shares and typical or atypical credit instruments that represent ownership, credit, or participation rights. A token that gives the right to interest, dividends, or a part of the capital falls within that definition, regardless of the medium. Second, the law allows securities represented by book entries, but those entries are created and transferred through entries in the issuer's books. There is no rule that recognizes a blockchain registry as proof of ownership, so the token would work, at best, as a technical reflection of an entry that is legally controlling.

Cryptoassets and the 2026 anti-money laundering law

With cryptoassets, Guatemala has maintained a position of warning without prohibition. The Superintendencia de Bancos (SIB) recalled in 2021 that cryptocurrencies are not legal tender, because the Ley Monetaria reserves that status for the quetzal, and that platforms that trade them are not under its supervision. The Banco de Guatemala has insisted on the same line of caution.

The change came in 2026. Congress approved Decreto 15-2026, the new comprehensive law against money laundering and terrorist financing, which for the first time includes virtual asset service providers as obligated subjects. Those who exchange cryptoassets for quetzales or foreign currency, transfer them, or custody them on behalf of third parties must register with the Intendencia de Verificación Especial (IVE), apply due diligence, and keep records. The rule is applicable from September 2026.

It is advisable not to overvalue its scope. It is an anti-money laundering law: it orders who provides crypto services and with what controls, but it does not create a channel for issuing security tokens or amend the Ley del Mercado de Valores. A token that is a security continues to be governed by Decreto 34-96.

What can be done without leaving the country

Here is Guatemala's real difference compared to other markets in the region. The 2008 reform defined private offering in detail, which is not prohibited and falls outside the requirements of public offering. It is private, among other cases, when the offering is directed without intermediaries or mass media to institutional investors, or directed to specific persons who do not exceed 35 in total per calendar year in the case of debt securities, or 35 in the case of shares offered to those who are not yet shareholders.

In practice, a Guatemalan company can issue debt or equity represented digitally to a limited circle of known investors without registering the issuance with the RMVM, provided it respects those limits, does not advertise publicly, and properly documents the transaction under commercial law. It is a useful route for bridge financing, partner rounds, or real estate projects with few participants. Its limits are just as clear: it does not allow raising funds from the public, it does not provide regulated secondary liquidity, and the investor has no more protection than the contract.

If the company wants to reach the public, the local route is the public offering: prior registration of the issuance with the RMVM and, normally, placement through the BVN and a securities broker. It is a familiar circuit for promissory notes and bonds, but without rules adapted to DLT.

When the European route makes sense

The alternative is to issue under a framework that already recognizes tokenized securities. Spain has done so since 2023: Ley 6/2023 allows the representation of transferable securities in DLT systems, and its article 8 creates the entity responsible for registration and record-keeping (ERIR), developed by Real Decreto 814/2023. The first authorized ERIR was URSUS-3 Capital, A.V., in November 2024, and the registry of ERIRs in Spain lists the authorized entities. Unlike the entry in the books of the Guatemalan issuer, here the DLT registry is the legal registry of the security.

The European framework adds three elements. 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 passport: above that threshold, a prospectus approved by the CNMV under the Prospectus Regulation allows the securities to be offered in the rest of the European Union. And classification certainty: ESMA guidelines on crypto-assets as financial instruments apply since May 18, 2025, and MiCA excludes financial instruments from its scope (article 2.4), so a security token is governed by securities regulations.

Who does it make sense for? For the issuer that needs more than 35 investors, wants to raise in euros or from international investors, or seeks a supervised registry that gives confidence to third parties who do not know the company. Exporters with foreign-currency income fit well, such as coffee, cardamom, or banana agriculture, the apparel industry, or real estate with foreign demand. For a small round among acquaintances, the local private offering is usually enough and costs less. As a rough guide, below one million euros the cost of a European structure weighs too much.

Guatemala and the European route, face to face

Summarized process from Guatemala

1. Classify the instrument. Debt, equity, and profit participations are securities both in Guatemala and in the EU. That classification decides everything else.
2. Decide the route. If the circle of investors fits within the Guatemalan private offering, evaluate that option first. If it does not fit, or if foreign capital is needed, move to the European structure.
3. Incorporate or choose the issuing vehicle. The usual approach is a company in Spain or another EU State that channels the Guatemalan asset or project, with advisors from both jurisdictions.
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. Appoint the ERIR and issue. The ERIR keeps the registry of the securities; the technology layer covers the token, onboarding with KYC, and investor management, while reserved functions remain in the hands of authorized entities.

The full circuit is in the guide on how to issue a security token in Spain. If you are comparing with neighboring countries, review the case of El Salvador, which did legislate on digital asset issuance, and the hub on tokenization for Latin American issuers.

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.