Panama’s Securities Market Superintendency used Opinion 06-26 to state that a crowdfunding structure does not fall outside securities regulation merely because investors contribute stablecoins and receive a non-fungible token. The administrative position, published in the Official Gazette on October 29, responds to a consultation about startup financing. It is an interpretation of one proposed model, not a general licensing approval or a final judgment on every crypto-finance platform.
The model places contributors’ stablecoins into a Panamanian administration trust. The trustee, rather than each investor, would hold shares in selected startups. Contributors would receive an NFT representing an adhesion contract and economic rights to possible profits, while bearing the risk that the project fails. The NFT could only be transferred within the platform under identity checks and prior authorization.
The applicant argued that exclusive use of digital assets, absence of legal tender and lack of direct share ownership could keep the structure outside the traditional market. The regulator rejected any automatic exclusion. It emphasized substance over form: technology used to transfer value or record a contractual position does not decide whether the underlying right performs the economic function of an investment.
The securities law contains an open definition rather than a closed list. The authority can determine that another instrument or right is a security when its characteristics justify that treatment. Multiple contributors pooling capital, exposure to project risk and an expectation of profit are therefore relevant, even if the token is not freely tradable and the startup shares remain legally registered in the trustee’s name.
The trust creates a second regulatory question. The Superintendency said the arrangement must be examined to determine whether it has features of an investment company, including the nature of participation interests and the assets accepted for them. It also must assess whether the platform operator promotes, offers, intermediates or trades rights in a manner that requires registration or authorization.
The opinion carefully limits the agency’s reach. The Superintendency says it does not currently have general authority over virtual assets simply because they are digital. Its jurisdiction is activated when the contracts and activities reproduce functions covered by securities law. A stablecoin payment or NFT wrapper is therefore neither automatically regulated nor automatically exempt.
No final classification was issued because the regulator needs the trust agreement, adhesion contracts, token-transfer rules and profit-distribution mechanisms. If the rights are securities, further questions follow: whether there is a public offering in Panama, whether a private-placement or other exemption applies, and which participants need licenses. The opinion does not answer those issues in advance.
For startups, trustees and platforms, the practical consequence is to design the legal and economic architecture before launching, not after choosing a blockchain label. Governance, custody, valuation, disclosures, conflicts, investor eligibility, anti-money-laundering controls and exit rights all shape the analysis. The opinion increases regulatory clarity by rejecting technological formalism, but final certainty remains case-specific and depends on documents not yet reviewed.
