Panama VASP

Is This the Right Fit?

Potential fit: blockchain software, non-custodial technology, holding or operating structures.

Enhanced analysis: exchange, over-the-counter (OTC) brokerage, custody, transfers and merchant settlement.

Separate regulated route: securities, investment products, payments or e-money where sectoral rules apply.

Unsuitable expectations: a universal license, unrestricted international access or anonymous ownership.

Which Regulatory Route Applies?

SMV is the securities regulator, SBP the banking supervisor, MICI the commerce ministry and UAF the financial intelligence unit.

Activity	Legal trigger	Authority or filing	Current status	Deliverable	Launch restriction
Incorporation	New entity	Public Registry	Available	Corporate records	No activity permission
Local commerce	Commercial activity	MICI / Panama Emprende	Activity-dependent	Notice assessment	Complete applicable formalities
Securities services	Securities-law scope	SMV	Existing framework	Classification and filing plan	Required authorization first
Payment/e-money issuance	Law 23 scope	SBP	AML registration framework	Registration assessment	Resolve applicable requirements
Other covered activities	AML obliged-subject status	Sector supervisor / UAF	Activity-dependent	Compliance obligations map	Implement applicable controls
Foreign customers	Target-market rules	Relevant foreign authority	Country-dependent	Cross-border matrix	Required permissions first

Which Virtual Asset Services Need Assessment?

Fiat means government-issued money. These activities require classification before launch.

Activity	Custody	Fiat	Client money	Securities/payment trigger	Required analysis
Fiat-to-crypto, crypto-to-crypto, OTC brokerage	Possible	Possible	Possible	Execution and settlement	Trading flows
Transfer and merchant settlement	Possible	Possible	Possible	Payment function	Settlement responsibilities
Custody and wallets	Key control	Optional	Possible	Rights attached to assets	Who controls withdrawals?
Staking or yield	Variable	Optional	Possible	Investment features	Returns and risks
Token issuance	Variable	Possible	Proceeds	Security classification	Token rights
Software only	None intended	None intended	None intended	Actual control	Technical boundaries

What Does the Service Package Cover?

The quote separates professional work, government fees and third-party charges.

Package	Included	Excluded	One-off	Recurring	Third-party	Quote basis
Corporate setup	Incorporation, documents, first-year resident agent	Sector permissions	Formation	Agent renewal	Registry, certification	Ownership structure
Compliance and banking	Legal opinion, AML/KYC policies, application support	Approval guarantee	Preparation	Updates if agreed	Provider charges	Activities and markets
Ongoing support	Agreed maintenance, tax coordination	Unspecified services	Remediation if needed	Agreed schedule	Accounting specialists	Reporting scope

What Do We Need From You?

• Preferred name, incorporation forms and existing corporate records.
• Directors’, shareholders’ and ultimate beneficial owners’ identification, addresses and due-diligence forms.
• Business plan, products, client countries and expected volumes.
• Fund-flow and asset-flow maps, funding evidence, custody arrangements and fiat providers.
• Contracts, AML risk data and token documentation where relevant.

What Determines the Timeline?

Document collection → legal assessment → incorporation → applicable filings → operational readiness.

Ownership checks precede incorporation. Product specifications guide policy drafting. Authority processing and bank onboarding run on separate schedules. Timelines follow the agreed scope.

What Regulatory Framework Applies?

Corporate registration, commercial notices and financial supervision serve different purposes. Panama Emprende handles the Aviso de Operación. The Securities Market Law governs activities within SMV’s remit. Law 23 of 2015 establishes duties against money laundering and terrorist financing for covered entities, including payment/e-money issuers supervised by SBP.

The Financial Action Task Force’s VASP concept does not itself create a domestic license. SMV Opinion 04-2025 concerns a specific non-custodial BTC/ETH platform model, not blanket permission for custody, payments or investment products.

What Is the Current Regulatory Status?

Instrument	Status	Latest evidence reviewed	Authority	Practical effect
Project Law 326	Proposed	March 2026 subcommittee agenda	Assembly	No confirmed enacted route
Project Law 697	Struck down as unconstitutional	June 6, 2023 judgment	Supreme Court	Never became operative law
Opinion 04-2025	Administrative opinion	2025 official index	SMV	Model-specific analysis
Law 23	In force, amended	Current SBP guidance	Sector supervisors / UAF	Test AML applicability

What Continues After Setup?

Corporate maintenance
Directors coordinate agent renewals, accounting and annual taxes, maintaining ownership records and filing evidence.

Statutory AML duties
Where covered, compliance staff retain risk assessments, customer checks, sanctions/politically exposed person screening and suspicious-activity reports. Monitoring continues throughout operations, with reviews under applicable rules.

Provider requirements
Management updates and retains bank files when requested, reassessing product changes. These controls can exceed statutory duties.

What Risks Should Be Addressed?

Trigger	Authority	Consequence category	Mitigation	Source
Unauthorized securities services	SMV	Enforcement	Classify before launch	Securities Market Law
Applicable AML/payment breach	Sector supervisor	Sanctions	Complete registrations and controls	Law 23 / SBP
Incorrect commercial notice	MICI	Administrative action	Accurate activity description	Panama Emprende
Unauthorized foreign offering	Foreign regulator	Market restrictions	Country assessment	Applicable local rules
Misleading license claim	Relevant authority/provider	Legal or onboarding risk	Describe actual status	Corporate/sectoral distinction
Changed rules or bank appetite	Legislator/provider	Restructuring or account exit	Monitor requirements	Assembly / provider terms

How Can Banking Be Prepared?

Provider	Use	Evidence	Regulatory dependency	Limitation
Bank	Corporate funds	Ownership, funding, flows	Lawful activities	Independent approval
Electronic money institution (EMI)	Payment accounts	AML/KYC file, contracts	Provider’s jurisdiction	Geographic/product limits
Payment service provider (PSP)	Merchant settlement	Counterparties, volumes	Payment-role classification	No automatic client-money permission

How Is Income Taxed?

Panamanian-source taxable corporate income generally faces 25% income tax. Foreign clients alone do not establish foreign-source income. Assess activities, management, counterparties, permanent establishments, transfer pricing, ITBMS (sales tax), dividend tax, annual franchise tax and reporting separately.

Project Law 641 became Law 526 of May 28, 2026, addressing economic substance for certain foreign-source passive income of multinational-group entities from tax year 2027. Executive Decree 32 of September 2, 2026 provides implementing rules. International structures therefore need an individual tax assessment.

Which Alternatives Should Be Compared?

Compare these options based on your services and where your customers are located.

Option	Services to Assess	Main Difference
Panama VASP setup	Crypto exchange, transfers or custody	Incorporation comes first. Each service needs a separate check for applicable permissions.
Costa Rica VASP registration	Crypto exchange, transfers and custody	SUGEF registration provides AML supervision, but is not an operating license.
El Salvador DASP authorization	Exchange and custody of digital assets other than Bitcoin	A dedicated authorization covers approved services. Bitcoin businesses follow a separate route.
Canada MSB registration	Crypto exchange and transfers	FINTRAC registration establishes AML obligations. Other permissions may also apply.

Gofaizen & Sherle can help compare the requirements for your business model. None of these options automatically permits services in every country.