Nicaragua regulates virtual asset service providers, but not tokenized securities. The Central Bank's 2025 rule excludes securities from its definition of virtual asset, so a security token falls under the Ley de Mercado de Capitales and the SIBOIF, with no blockchain-adapted rules. That boundary decides the issuer's path.
It is a common mistake to think that a crypto provider license is enough to issue tokens with economic rights. It is not. In this guide on asset tokenization in Nicaragua, we review how supervision is divided after the 2024 institutional reform, what can be done within the country and when it is advisable to structure the issuance under the European framework from Spain.
What framework exists today in Nicaragua
The securities market is governed by Ley 587, Ley de Mercado de Capitales, of 2006, whose consolidated text was published in August 2024. Supervision falls to the Superintendency of Banks and Other Financial Institutions (SIBOIF), which keeps the Securities Registry where issuances offered to the public must be registered. Exchange trading is carried out through the brokerage firms of the Nicaraguan Stock Exchange.
The architecture changed at the end of 2024. Ley 1232, Ley de Administración del Sistema Monetario y Financiero, published in December of that year, repealed the organic law of the Central Bank and the law of the SIBOIF and created the Monetary and Financial Board, chaired by the president of the Central Bank and with the superintendent as vice president. The regulatory powers previously held by the boards of both institutions passed to that single body. For the issuer, the practical consequence is that the rules on securities, payments and virtual assets now come from the same table.
Two articles of Ley 587 weigh on any tokenization project. The definition of security is very broad: it includes securities and any other right with economic or patrimonial content, whether or not incorporated in a document, that can be traded on an exchange market. And the public offering covers any offer transmitted to the public or to determined groups. The law itself empowers the superintendent to decide when an offer is public and whether a right constitutes a security. A token that distributes interest, dividends or income from a project is very likely to be a security.
The virtual asset regime and its boundary
Nicaragua has had a licensing regime for crypto providers since 2022. That year the Central Bank approved its first rule for fintech and virtual asset service providers, and the Monetary and Financial Board replaced that rule in April 2025 with Resolution CDMF-XIII-2-25, amended in August of the same year. Only providers with a license or registration from the Central Bank can operate in the country, with requirements for minimum capital, anti-money laundering and complaint handling. Banks supervised by the SIBOIF do not need a license, but must register before providing these services.
In parallel, virtual asset service providers are obliged entities before the Financial Analysis Unit (UAF) under Ley 977 against money laundering. A UAF regulation published in January 2025 requires them, among other things, to identify clients and beneficiaries in occasional transactions from USD 1,000.
The boundary is in the definition. For the 2025 rule, a virtual asset is a digital representation of value that can be transferred and used for payments or investments, and does not include digital representations of fiat currency, securities and other financial assets. The VASP regime covers the exchange, custody or transfer of crypto-assets; it does not cover the issuance of a token that represents debt or equity. That issuance returns to Ley 587 and the SIBOIF.
What can be done without leaving the country
The local route to raise funds from the public is the registered public offering: registration of the issuance in the SIBOIF's Securities Registry, a prospectus under the general rules and placement through brokerage firms. Ley 587 allows securities represented by electronic book entries, but it does not contemplate distributed ledgers or a registration figure on DLT. A local issuance today is done, in practice, without a token with legal effects.
Outside the public market, the margin is uncertain. Unlike Guatemala, Ley 587 does not define a private offering regime with clear limits, and it leaves the qualification of an offering as public in the hands of the superintendent. A company can use DLT technology to manage its shareholder register or its obligations internally, and a licensed PSAV can operate with crypto-assets. What is not advisable is to offer tokens with economic rights to a group of investors without prior consultation with SIBOIF.
When the European route makes sense
The alternative is a framework where the token can be the security itself. Spain has allowed it since 2023: Ley 6/2023 recognizes transferable securities represented in DLT systems, and its article 8 creates the entity responsible for registration and recording (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.
The European framework shares with the Nicaraguan one the separation between crypto-assets and securities, but resolves it in more detail. Regulation MiCA excludes financial instruments from its scope (article 2.4), and ESMA guidelines on crypto-assets as financial instruments, applicable from 18 May 2025, set the criteria to determine which side each token falls on. Added to this are the prospectus exemption for offerings of up to 12 million euros in 12 months, in force since 5 June 2026, and the passport: above that threshold, a prospectus approved by the CNMV under Prospectus Regulation is valid throughout the European Union.
It makes sense for companies with foreign-currency income, such as coffee, meat, shrimp exporters or free-zone companies, and for projects seeking international investors or investors in the Nicaraguan diaspora. Solid documentation on source of funds and beneficial ownership must be prepared from the start, because European entities will require it. For small raises among partners, it does not pay off: below one million euros, the structural cost weighs too much.
Nicaragua and the European route, head to head
| Criterion | Nicaragua | European route (Spain) |
|---|---|---|
| Tokenized securities regime | Does not exist; Ley 587 without DLT rules | Ley 6/2023 and RD 814/2023 |
| Securities supervisor | SIBOIF, with rules from the Monetary and Financial Board | CNMV |
| Crypto regime | PSAV license from the Central Bank (excludes securities) | MiCA (excludes financial instruments) |
| Fundraising without registration | No clear private offering regime | Prospectus exemption up to 12 M€ in 12 months |
| Security registration | SIBOIF Securities Registry; electronic book-entry | ERIR on DLT (art. 8 of Ley 6/2023) |
| Scope | Local market | European Union, with prospectus passport |
Summary process from Nicaragua
- Classify the token. Decide whether it is a crypto-asset or a security. If it gives economic rights against the issuer, it is a security in Nicaragua and in the EU, and the PSAV license does not apply.
- Structure the issuer vehicle. The usual approach is a company in Spain or another EU State that channels the Nicaraguan asset or project, with advisors from both jurisdictions.
- Prepare due diligence. Source of funds, beneficial ownership and corporate documentation on the Nicaraguan side, before opening the offering.
- Document the offering. Up to 12 million euros in 12 months, no prospectus is required; above that, a prospectus approved by the CNMV.
- 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 details of the process are in the guide on how to issue a security token in Spain and, if you want to review the core difference, what a security token is. To compare with neighboring countries, check Costa Rica and El Salvador, or the hub on tokenization for issuers in Latin America.
Is your token a security and not a virtual asset? 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.
Frequently asked questions
Is it legal to tokenize assets in Nicaragua?
There is no regime for tokenized securities. If the token represents debt, equity or another economic right, it is a security under the Ley 587 de Mercado de Capitales, and offering it to the public or to specific groups requires registration with the SIBOIF Securities Registry. The law allows electronic book-entry records, but does not recognize blockchain registries.
Is the Central Bank's PSAV license valid for issuing security tokens?
No. Resolution CDMF-XIII-2-25 of April 2025 regulates virtual asset service providers, such as cryptoasset exchange or custody, and its definition of virtual asset expressly excludes securities and other financial assets. A token with economic rights against the issuer is governed by Ley 587 and SIBOIF supervision.
Can a Nicaraguan company issue under the Spanish framework?
Yes, through an issuing vehicle in Spain or another EU Member State that channels the Nicaraguan asset or project. The issuance falls under Ley 6/2023, with registration of the securities by an ERIR and, from June 2026, a prospectus exemption for offers of up to 12 million euros in 12 months.
