In Puerto Rico, tokenizing a security means issuing a US security: the full federal SEC regime applies, plus the Uniform Securities Act administered by the Office of the Commissioner of Financial Institutions (OCIF). The island adds two pieces of its own: international financial entities that can hold and exchange digital assets, and the Incentives Code tax regime, which changes in 2027.
The framework: the SEC and OCIF
For federal securities law, Puerto Rico is a US territory: the Securities Act of 1933 and the Exchange Act of 1934 apply. In January 2026 SEC staff published a statement on tokenized securities — tokenization changes the infrastructure, not the applicable law — and in September 2026 the SEC approved a temporary exemption for trading tokenized shares on specific venues. The CLARITY Act on crypto market structure failed in the Senate. Locally, OCIF administers the Uniform Securities Act (Act 60 of 1963).
Crypto: money services licences and international financial entities
A money services business handling convertible virtual currency needs an OCIF licence (Act 136-2010 and a 2021 circular letter), plus FinCEN registration. International financial entities under Act 273-2012, amended in 2024, can operate as a digital asset exchange and hold digital assets for non-residents with OCIF permission; FV Bank was the first to launch crypto custody, in 2022.
How an issuance is structured
The usual set-up is a federally exempt offering — Regulation D 506(c) for accredited investors or Regulation S for investors outside the US —, an SPV or a trust under Act 219-2012, recorded in the Special Trust Registry, and a transfer agent or registered platform keeping the holder register. Investment companies (Act 93-2013) and private equity funds (Act 185-2014) are also available. We have found no tokenized issuance by a Puerto Rican issuer documented by a reliable source.
The Incentives Code and its change
Act 60-2019 is a tax law: it does not regulate securities or crypto. Act 38-2026 extended it to 2055, but a resident investor who applies for the decree after 31 December 2026 will pay 4 % on dividends, interest and certain gains, instead of 0 %, and must show six prior years without residence on the island.
How we work with issuers in the country
The anatomy does not change from country to country: classification of the asset, a vehicle with segregated assets, a token with transfer restrictions, verified identity on every transfer and serious custody — the seven-layer platform we build, with the local legal layer on top and a local counsel alongside. The full map of the region is in asset tokenization in Latin America.
Framework as of 2 October 2026, checked against official sources; regimes change — confirm the current status before structuring. A project in Puerto Rico? Talk to us.