Securities Registration
Registration of security tokens with SMV oversight including prospectus compliance, legal opinion on token classification, and ongoing investor reporting obligations.
Decree Law No. 1 of 1999 (Securities Market Law)
Capital Required
Variable based on offering; minimum USD 25,000+ typical
Timeline
3-6 months
Fees
USD 2,000-10,000 SMV filing + USD 5,000-25,000 legal/audit
Regulatory Body
SBP (Banking Superintendent) / SMV (Securities Superintendent) / UAF (Financial Analysis Unit)
Legislative Framework
Commercial Code, Law 23 of 2015 (AML/CFT), Decree Law No. 1 of 1999 (Securities Market Law)
Last updated: June 2025
Key Requirements
Prepare comprehensive prospectus detailing token characteristics, issuance terms, use of proceeds, and issuer financial information per SMV requirements.
Obtain legal opinion from qualified Panamanian securities attorney confirming token classification as security and regulatory obligations.
Establish issuer capitalization with documented proof of funds or assets supporting security offering.
Implement investor accreditation procedures with documented due diligence and investor qualification verification.
Develop detailed investor protection procedures including escrow arrangements, trustee designation, and redemption/liquidity procedures.
Prepare audited financial statements of issuer for prior fiscal year confirming financial viability and material asset backing.
Establish investor communication and reporting procedures with annual reporting requirements and material event notification procedures.
Obtain errors and omissions insurance covering securities offering with minimum USD 500,000 coverage limits.
Application Process
Prepare comprehensive prospectus meeting SMV requirements including token description, offering terms, and issuer information.
Obtain legal opinion from Panamanian securities counsel confirming token classification and regulatory compliance.
Prepare audited financial statements and capitalization documentation supporting security offering.
Establish investor accreditation procedures and documentation templates.
Submit securities registration application to SMV (Autoridad del Mercado de Valores) with prospectus and supporting documentation.
Provide legal opinion, financial statements, and insurance documentation.
Engage with SMV during review period responding to prospectus comments and regulatory clarifications.
Obtain SMV registration approval and publish registered prospectus before commencing security token sales.
Expected Total Timeline
3-6 months
Ongoing Obligations
After obtaining your Securities Registration, these are the continuing compliance requirements you must maintain.
Maintain annual audited financial statements filed with SMV within 120 days of fiscal year-end.
File material event notices with SMV within 48 hours of occurrence covering financial changes, management changes, or offering status updates.
Provide annual investor reports detailing financial performance, use of proceeds, and token holder updates.
Maintain investor ledger with token holder information and transfer records available for SMV inspection.
Report any securities law violations, complaints, or regulatory issues to SMV within 10 days of discovery.
Maintain professional liability insurance throughout offering period with continuous coverage without lapse.
Maintain corporate records including board minutes, investor communications, and transaction documentation for minimum 7 years.
Cost Summary
Capital Requirement
Variable based on offering; minimum USD 25,000+ typical
Application & Licensing Fees
USD 2,000-10,000 SMV filing + USD 5,000-25,000 legal/audit
Jurisdiction Setup Cost
$3,000-$8,000
Annual: $2,000-$5,000
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