Panama

Key Requirements

• Prepare articles of incorporation specifying company name, purpose, capital structure, and director/officer information.
• Identify beneficial owner(s) and provide detailed beneficial ownership documentation per Law 129 of 2020 requirements.
• Appoint qualified registered agent maintaining office in Panama with accessible registered office location.
• Establish company bank account(s) with Panama-based financial institution meeting AML/CFT verification requirements.
• Develop internal AML/CFT compliance procedures addressing customer identification, beneficial owner verification, and transaction monitoring.
• Maintain company records including corporate minutes, shareholder registry, and beneficial ownership documentation.
• Register company with National Directorate of Revenue (DGI) for tax identification number assignment.
• If conducting financial activities, register with appropriate supervisory authority (SBP for banking, SMV for securities, UAF for virtual assets).

Application Process

1. 1.Prepare articles of incorporation with company name, registered address, authorized capital, and director details.
2. 2.Compile beneficial ownership documentation including identification documents and declaration of beneficial owners.
3. 3.Engage registered agent in Panama to maintain registered office and accept service of legal documents.
4. 4.Submit company incorporation documents to Public Registry (Registro Público) with appropriate registration fees.
5. 5.Obtain Public Registry certification and company registration number (articles of incorporation).
6. 6.Open company bank account(s) with Panama financial institution providing bank certification of account opening.
7. 7.Register company with DGI for tax identification number obtaining tax clearance documentation.
8. 8.Register with relevant financial supervisory authority (SBP, SMV, or UAF) if conducting regulated activities.

Ongoing Obligations

• Maintain company registration with Public Registry with annual renewal and corporate documentation updates.
• Submit annual beneficial ownership certification to Public Registry (Form PEP) confirming beneficial owner information.
• Maintain registered agent services throughout company lifetime with annual registered agent fee payments.
• Conduct annual shareholder meetings with documented minutes and shareholder registry updates.
• File annual tax returns with DGI demonstrating company financial activity and income reporting.
• Maintain bank account(s) with evidence of operational activity and AML/CFT compliance with banking institution.
• Update beneficial ownership information with Public Registry within 15 days of any material changes to ownership structure.

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

1. 1.Prepare comprehensive prospectus meeting SMV requirements including token description, offering terms, and issuer information.
2. 2.Obtain legal opinion from Panamanian securities counsel confirming token classification and regulatory compliance.
3. 3.Prepare audited financial statements and capitalization documentation supporting security offering.
4. 4.Establish investor accreditation procedures and documentation templates.
5. 5.Submit securities registration application to SMV (Autoridad del Mercado de Valores) with prospectus and supporting documentation.
6. 6.Provide legal opinion, financial statements, and insurance documentation.
7. 7.Engage with SMV during review period responding to prospectus comments and regulatory clarifications.
8. 8.Obtain SMV registration approval and publish registered prospectus before commencing security token sales.

Ongoing Obligations

• 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.

Key Requirements

• Develop comprehensive AML/CFT compliance program addressing customer identification, beneficial owner verification, and transaction monitoring.
• Implement Know Your Customer (KYC) procedures including customer identification documents, address verification, and beneficial owner documentation.
• Establish transaction monitoring system identifying suspicious activity patterns including unusual amounts, rapid transfers, or unusual customer behavior.
• Implement Suspicious Activity Reporting (SAR) procedures documenting detection and reporting of suspicious transactions to UAF.
• Maintain detailed transaction records including customer identity, amounts, dates, addresses, and destination information for minimum 7 years.
• Conduct annual compliance audits documenting AML/CFT procedures, transaction monitoring results, and suspicious activity reporting.
• Establish compliance officer role responsible for AML/CFT program oversight, training, and regulatory reporting.
• Maintain AML/CFT documentation including policies, procedures, training records, and SAR filing copies for UAF inspection.

Application Process

1. 1.Develop comprehensive AML/CFT compliance policies addressing customer identification, beneficial owner verification, and suspicious activity detection.
2. 2.Establish transaction monitoring system and documented suspicious activity reporting procedures.
3. 3.Prepare compliance program documentation including compliance officer designation, training procedures, and audit protocols.
4. 4.Register virtual asset service provider with UAF (Financial Analysis Unit) providing company information and compliance framework overview.
5. 5.Provide AML/CFT policy documentation, customer identification procedures, and transaction monitoring system descriptions.
6. 6.Establish compliance officer position and provide contact information to UAF.
7. 7.Implement AML/CFT procedures and maintain documentation available for UAF inspection and regulatory oversight.

Ongoing Obligations

• Maintain comprehensive AML/CFT documentation with annual policy reviews and updates addressing identified risks.
• Conduct quarterly transaction monitoring with documented suspicious activity reporting to UAF for any flagged transactions.
• File annual compliance certifications with UAF confirming AML/CFT procedure implementation and compliance status.
• Maintain detailed customer identification records with beneficial owner documentation for all customer accounts.
• Report Suspicious Activities (SARs) to UAF within 10 days of detection with detailed transaction information and context.
• Conduct annual compliance audits documenting AML/CFT procedure effectiveness with management sign-off and remediation of identified gaps.
• Maintain compliance training records for all employees with annual training completion documentation.