PANAMA Law and Practice Contributed by: Kharla Aizpurua Olmos, Roberto Vidal, Miguel Arias and Eduardo Oteiza, Morgan & Morgan
regulatory structure. Although wider in scope, it would create a Special Fintech Regime that cov - ers digital‑asset services alongside other fintech verticals and require blockchain‑based operators to obtain a fintech licence and register in a national registry supervised by the SBP. The bill would also establishe an Interinstitutional Fintech Council and a regulatory sandbox designed to test innovative blockchain models in a controlled environment, while co-ordinating oversight with other financial regulators. Taken together, these three draft bills reflect Panama’s emerging interest in blockchain regulation and seek to provide long‑needed legal certainty for virtual‑asset activities in the country. 10.3 Classification of Blockchain Assets Blockchain assets are not regulated in Panama. Under Opinion 2 of 2015 and Opinion 1 of 2018, the SMV has established that tokens registered in a blockchain are not considered “securities” under their current defini - tion in the Securities Law. Opinion 4 of 2025 has also stated that cryptocurrencies such as Bitcoin (BTC) and Ether (ETH) are not considered securities or finan - cial instruments under the Securities Law. 10.4 Regulation of “Issuers” of Blockchain Assets Issuers of blockchain assets are not regulated in Pan - ama. The SMV issued Opinion 1 of 2018, in which it concluded that on a platform on which capital is raised from the general public, when a token registered in that platform’s blockchain is issued in exchange for the investment, it is not an activity that is under the SMV’s jurisdiction because tokens are not considered “securities” under their definition in the Securities Law. Through Opinion 4 of 2025, the SMV reaffirmed that activities involving the purchase, sale, transfer or non‑custodial storage of cryptocurrencies do not fall within the regulatory or supervisory jurisdiction of the SMV. This position is consistent with prior administra - tive opinions which concluded that crypto-assets are outside the scope of the regulated securities market. Opinion 4 of 2025 further explains that a non‑custodial technological platform that facilitates user interac - tion with decentralised exchanges does not involve
intermediation, investment advice, custody of finan - cial instruments, portfolio management, or public offerings of securities, and therefore does not trigger any licensing, registration or compliance obligations before the SMV. However, multiple draft bills currently under discus - sion describe how these activities would be regulated if approved. Under Draft Bill 247 of 2025, issuers of blockchain assets, including those conducting Initial Coin Offer - ings (ICOs), would become subject to a formal super - visory structure. The bill proposes that any entity issuing digital assets to the public must comply with registration, disclosure and approval obligations before the SMV, which would assess offerings to determine whether they fall within a securities‑type perimeter. Issuers would also be required to com - ply with AML and transparency obligations, provide audited information, and operate under oversight from the newly created CONAD. Although this framework is not currently binding, it represents the clearest legis - lative intent to regulate blockchain‑asset issuers and bring public token sales inside Panama’s existing financial‑regulatory perimeter. Initial sales of blockchain assets, whether structured as ICOs, token launches or other primary issuances, also remain unregulated under current law. However, the draft bills suggest that Panama plans to subject these activities to registration, disclosure and supervi - sion requirements similar to those applied to securities issuances. The absence of a clear legal framework for tokenis - ing real‑world assets in Panama creates significant uncertainty around the validity and enforceability of tokenised ownership. Without regulatory guidance, it is unclear how transferability and rights enforcement will be treated. Until dedicated rules are enacted, tokenisation efforts must operate in an environment where market practice develops faster than the law, limiting confidence and institutional adoption.
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