Clients with individual accounts at a foreign custodian may obtain loans from that custodian for purposes other than purchasing securities, under a structure that keeps the brokerage firm out of the lending arrangement. This is the analysis set out by the Securities Market Superintendency (SMV) in Opinion No. 5-26, dated September 22, 2026 and published on October 19 in Official Gazette No. 30637 E. The opinion does not constitute a general authorization to lend.

In its response to the first question, the agency finds no impediment under the rules applicable to the brokerage firm, provided that the loan is agreed directly between the custodian and the client. The client’s securities would serve as collateral in individually held accounts. The brokerage firm may not participate, directly or indirectly, in structuring, approving, granting, administering or enforcing the loan, or assume obligations arising from it.

The distinction matters for investors seeking liquidity by using their portfolios as collateral and for intermediaries working with international custodians. The custodian would assess the risk, approve the loan and disburse the funds. The opinion does not establish that the custodian may grant the loan under its home jurisdiction’s laws: its authorizations and the applicable foreign regime must be determined separately. Nor does it make the Panamanian brokerage firm a lender or guarantor.

The separation must exist in practice, not merely in separate contracts. A commission, economic benefit or share of revenue linked to the loan could reveal a form of involvement different from the one considered and require a specific analysis. The SMV refers to Article 66 of the Securities Law on fair treatment and conflicts of interest. It also requires the client to be clearly informed of who is lending and which legal regime governs the credit relationship.

In its second response, the regulator clarifies that the custodian’s loan does not, by itself, require an amendment to the business plan if the brokerage firm remains uninvolved in the lending. However, the firm must verify that its plan reflects its operating structure in accordance with Articles 14-A and 14-B of Agreement 2-2011, assess its controls and adjust them where necessary.

The documentation must also define responsibilities in accordance with Article 21 of the same agreement. For brokerage firms, the opinion calls for a review of contracts, incentives and actual operations before applying it to a commercial offering. The possibility examined depends on maintaining that separation and verifying the conditions of each structure.

Research assisted by Sentinel, with editorial verification of official sources. Discover Legislat.ai