PANAMA Law and Practice Contributed by: Teresa Carballo and Edgar Young, Pacifica Legal
This means there is also no Panama-specific rule requiring backing assets to be held in Panama, in a Panamanian bank, in cash only, in government securi- ties only, or with a regulated custodian. Reserve com- position is currently a matter of contract, disclosure and risk management, unless the structure falls into Panama does not currently have special rules for sta- blecoins that may be considered systemically impor- tant. There is no bespoke stablecoin regime, no formal “systemic stablecoin” designation, and no crypto- specific requirements for capital, liquidity, reserve composition, redemption rights, recovery planning, wind-down planning, stress testing or regulatory approval of reserve custodians. another regulated category. 6.2.4 Special Considerations 7. Tokenisation and Real-World Assets 7.1 Treatment Panama does not yet have a specific legal regime for tokenised assets or real-world assets. The analysis is therefore substance-based: regulators look at the underlying asset, the rights attached to the token, and the activity being performed, not merely the use of blockchain. Tokenisation does not change the legal nature of the asset. If the underlying asset is not a security, financial
instrument, or otherwise regulated product, the token should generally fall outside the Panamanian securities licensing perimeter. This is consistent with the SMV’s position that crypto-assets and cryptocurrencies, as such, are not securities or securities instruments. The analysis changes where the token gives rights equivalent to regulated instruments, such as shares, bonds, debt claims, fund interests, derivatives, partici- pation rights, or investment products. In those cases, the token may be treated by reference to the under- lying rights and should be assessed as a potential security or tokenised security. For non-financial assets, tokenisation also does not replace civil, corporate, registry, notarial, assignment, perfection, or enforcement requirements. A token may evidence or facilitate rights, but it does not create those rights unless supported by a valid legal struc- ture. The same applies to commodities, real estate, IP, receivables, and other RWAs. Even where the asset itself is not a security, the structure may raise regu- latory issues if it involves fractionalisation, pooling, profit expectations, redemption rights, or investment- style marketing. Finally, issuance must be distinguished from distribu- tion, brokerage, advisory, custody, exchange, or other intermediation activities.
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