The Securities Market Superintendency (SMV) published its Opinion No. 06-26, dated October 14, in Official Gazette No. 30645 of October 29, 2026, in response to a query from the firm ECIJA & Co. about a crowdfunding model for startups. Under that scheme, investors contribute stablecoins to a Panamanian administration trust, receive an NFT representing their adhesion contract and do not obtain shares in the companies funded, which remain held by the trustee.

The SMV concludes that using stablecoins as a means of transfer and NFTs to represent the contract does not, by itself, place the model outside the Consolidated Text of the Securities Market Law. It applies a substance-over-form approach: article 49 of that text defines a security through an open list of examples and empowers the Superintendency to determine that another instrument or right is also one. In the case submitted, the SMV identifies features of an investment transaction, because multiple contributors fund selected projects, bear the risk and acquire rights to any profits.

The opinion adds that neither the lack of direct ownership of the shares nor the restricted transfer of the NFT within the platform rules out the existence of a security. It calls for examining whether the trust structure has the features of an investment company, whose units, under article 161, may only be sold for cash, securities or other authorized assets. It also calls for reviewing whether the platform operator promotes, offers or trades those rights.

For trustees, technology platforms and startups structuring funding rounds with digital assets from Panama, the position suggests that contractual design, more than the technology used, will determine whether they need registration or a license. The SMV reiterates that it currently has no general authority over virtual assets, but exercises its powers when activities typical of the securities market take place.

The Superintendency did not issue a final classification: to rule, it requires the trust agreement, the adhesion contracts, the NFT transfer conditions and the profit distribution mechanisms. Should it conclude that securities are involved, it would remain to determine whether there is a public offering in Panama, whether any exemption applies and what authorizations the participants need. Nexo Capital will follow the SMV's criteria on digital assets.

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