Panama · Casa de Valores · SMV
An anonymised Panamanian company is offered through a share sale as a route into regulated forex brokerage. In Panama, client-facing forex is reserved by statute to holders of a casa de valores licence from the Superintendencia del Mercado de Valores (SMV); there is no separate forex licence. The seller's statements about the company's status and scope are reserved for qualified buyers under NDA and must be matched against the SMV's public directory of regulated entities before any reliance. Any change of shareholding that affects control requires prior SMV consent, and no adviser can guarantee that consent, as of July 2026.
The offer in short
This is an anonymised offer for the shares in a Panamanian company, presented by its seller as a route into regulated forex brokerage. The seller describes an intended business built around online FX trading platforms, intermediary services in foreign exchange transactions, market making and proprietary trading. Those are seller-provided commercial statements: the legal name, the licence documentation and the company's current standing are reserved for qualified buyers under NDA and are not established by this anonymous page.
The regulatory frame is fixed by statute. Client-facing forex activity in or from Panama is the exclusive business of a casa de valores licensed by the Superintendencia del Mercado de Valores under the Texto Unico of Decreto Ley 1 de 1999, the Ley del Mercado de Valores. A buyer therefore acquires a company that must hold, or must obtain, a casa de valores licence - not a detachable "forex licence", and not a permission that can be moved to another vehicle. The first act of diligence is to match the entity against the SMV's public directory of regulated entities.
Because the shares of a casa de valores must be nominative and any change of shareholding that affects control needs the SMV's prior consent, the transaction closes on the regulator's schedule, not the parties'. The regime facts below are drawn from the statute and the SMV's own published materials; wider Panama context sits on the Panama jurisdiction hub.
Regulatory status
Under Article 50 of the Texto Unico of Decreto Ley 1 de 1999 - the securities-market law as consolidated through Ley 67 de 2011 and Ley 66 de 2016 - only persons holding the corresponding licence may carry on the business of a casa de valores in or from the Republic of Panama. The same article lets a licensed casa de valores act as an investment adviser without a separate licence. The regulator is the Superintendencia del Mercado de Valores, and the instrument is the Licencia de Casa de Valores; there is no other name for it.
Forex sits inside that licence, not beside it. Article 72 of the Texto Unico reserves forex activity for clients exclusively to casas de valores, and the SMV's own FAQ states that a casa de valores licence is required to conduct forex activity in Panama. Article 73 carves out narrow exceptions - own-account dealing, bank treasury and trade-finance FX, casas de cambio and remittance houses, and anything the SMV exempts by acuerdo - none of which covers a retail or institutional FX brokerage. A "Panama forex brokerage licence" marketed as a distinct instrument does not exist; the correct description of this lot is a casa de valores with forex activity.
What the seller reports does not, by itself, establish which licence resolution stands behind the company, what its supervisory record looks like, or how the SMV currently views it. The SMV suspends and revokes licences where an application contained false or omitted information (Article 52), and it publishes investor alerts and warnings naming unauthorised forex operators. Buyer counsel should pull the SMV's directory entry, reconcile the licence resolution against the corporate file, and read every piece of supervisory correspondence before valuing the offer.
Regime requirements
Total minimum capital of B/.350,000 composed of paid-in capital, share premiums, capital reserves or retained earnings, per the SMV FAQ citing Acuerdo 2-2011, with risk-based solvency, liquidity and concentration rules under Acuerdo 4-2011.
A casa de valores must staff an Ejecutivo Principal, a Corredor de Valores and an Oficial de Cumplimiento, each holding an individual SMV licence. Their continuity through a sale is a diligence item, not a given.
Article 51 requires technical, administrative and financial capacity, at least two permanent residents of Panama empowered to receive notifications, and commercial-grade offices in Panama.
Article 56 requires the shares of a casa de valores to be nominative, and the company must keep the SMV informed of the beneficial owners holding control.
Client contracts follow Acuerdo 5-2003, the know-your-client manual follows Acuerdo 5-2006, and the firm maintains an internal conduct rulebook and a fee brochure filed with the regulator.
The SMV's reception guide (Acuerdo 2-2015) demands DRA track-record and beneficial-owner forms, sworn declarations, proof of the controllers' source of wealth, bank references, audited financials and an errors-and-omissions policy proposal.
Statutory fee schedule
| Item | Amount | Basis |
|---|---|---|
| Item Casa de valores registration fee | Amount B/.20,000 | Basis Article 25(12), as amended by Ley 66 de 2016 |
| Item Annual supervision, casa de valores | Amount 0.0025% of annual traded volume, minimum B/.15,000, maximum B/.100,000 | Basis Article 26(8) |
| Item Corredor de Valores or Analista registration | Amount B/.500, plus B/.100 examination fee | Basis Articles 25(20) and 25(36) |
| Item Annual supervision per licensed individual | Amount B/.200 for each ejecutivo principal, corredor and analista | Basis Articles 26(14) and 26(15) |
| Item Supervision fees after licence termination | Amount Continue to accrue for two years | Basis SMV official FAQ |
| Item Minimum total capital | Amount B/.350,000 in paid-in capital, premiums, reserves or retained earnings | Basis SMV FAQ citing Acuerdo 2-2011; statutory basis Article 55 |
Currency note
Figures above are stated in balboas (B/.) exactly as the statute publishes them; the balboa circulates at par with the US dollar, so the registration fee reads as USD 20,000 and the capital floor as USD 350,000 in practice. Note what the schedule implies for a quiet company: the supervision fee has a floor of B/.15,000 a year regardless of traded volume, and per the SMV's FAQ supervision fees keep accruing for two years even after a licence terminates. A buyer inherits that cost base from completion, whatever the pace of the business plan.
Transaction mechanics
There is no such mechanism as a licence transfer. A casa de valores licence sits with the legal entity; what changes hands are the shares, and what the SMV approves is the change of control. Article 56 of the Texto Unico carries the whole spine in one place: the shares must be nominative, the company must keep the SMV informed of the beneficial owners holding control, and it must obtain the Superintendencia's prior consent before carrying out any share change that affects control. Consent comes first; completion comes after.
Two features of Article 56 deserve a buyer's attention. First, there is no numeric threshold: the test is control, not a 10% or 20% bright line, so structuring around a percentage does not remove the consent requirement. Second, no statutory decision window is published for the SMV's consent, so the share purchase agreement should be conditional on consent with realistic long-stop dates rather than a fixed calendar.
Incoming controllers should expect licensing-grade scrutiny. The SMV's document reception guide requires beneficial-ownership disclosure on form DRA-2 and substantiation of the controlling shareholders' wealth - tax returns, financial statements, account statements, bank certifications, police and judicial records - and that source-of-wealth evidence follows the shareholder into any later capital increase, not just the acquisition itself.
No adviser can guarantee the SMV's consent, and a change of control carried out without prior consent has no safe harbour: the regulator that licenses the company is the same one that suspends and revokes licences and publishes warnings against unauthorised operators. The clean route is the only route.
Process and timelines
For a fresh licence, the published path is fixed: a mandatory prior meeting with the SMV before filing (Acuerdo 9-2013), a complete dossier under Acuerdo 2-2011 as reformed by Acuerdo 2-2015, substantive review by the Direccion de Registro y Autorizaciones, and a licence resolution. The dossier is heavy - track-record forms for every director and officer, beneficial-owner disclosure, source-of-wealth proof, two bank references per controller and director, two years of audited financials or an audited opening balance, a business plan with two-year projections, client contract proformas, an E&O policy proposal, conduct rulebook and KYC manual.
On timing the record is blunt: no statutory or published processing deadline exists in the Texto Unico or on the SMV's pages, either for the licence decision or for an Article 56 consent. Day-count promises that circulate in the market for Panamanian licences have no official basis. The seller of this lot estimates a handover of roughly two months; treat that as a commercial estimate attributed to the seller, not a regulatory timeline, because the consent-bound steps cannot be scheduled by either party.
That refusal to promise is exactly the honest case for buying an existing casa de valores rather than filing fresh - if, and only if, the target's file survives diligence: the capital position under Acuerdo 4-2011, the three officers' licences, the compliance manuals and every piece of SMV correspondence.
Jurisdiction standing
On the AML side, Panama's standing has improved and the improvement is verifiable. The FATF removed Panama from its increased-monitoring list on 27 October 2023, and Panama does not appear on the EU's AML high-risk third-country list in the consolidated text of Delegated Regulation (EU) 2016/1675 as of 5 August 2025. A regulated, statutorily fee-scheduled forex business is a genuinely defensible claim here, which is not true of the unregulated offshore setups this lot competes with.
The honest drawback sits in tax, not AML: Panama remains on Annex I of the EU list of non-cooperative tax jurisdictions after the revision of 17 February 2026. In practice that means EU defensive measures and added friction in banking and payments wherever the entity or its owners touch EU counterparties. A buyer with an EU-facing plan should price that friction in before valuing the lot.
SKY7 also lists other Panamanian lots rebuilt on the same primary-source basis: a JCJ online gaming operation and a Panama company assessed against the still-pending virtual-asset framework. Start from the Panama regulator dossier for the full permission map.
Acquisition path
Buyer qualification, NDA execution, and reconciliation of the entity against the SMV's public directory of regulated entities - licence type, resolution and standing - before any other work.
Licence resolution and scope, capital adequacy under Acuerdo 4-2011, the three officers' individual licences, conduct and KYC manuals, client contracts and every piece of SMV correspondence.
DRA-2 beneficial-ownership disclosure, source-of-wealth substantiation, bank references, police and judicial records and financials for each incoming controller, prepared to the reception-guide standard.
The company applies for the SMV's prior consent to the change of control. No decision window is published, so the agreement stays conditional on consent with a realistic long-stop date.
Shares move only after prior consent is in hand. Completing a control change without it has no safe harbour under the securities law.
Officer continuity or replacement with SMV-licensed individuals, compliance calendar, the annual supervision-fee cycle and notification duties on beneficial ownership.
Verify it yourself
The Superintendencia del Mercado de Valores publishes its list of licensed casas de valores and forex-authorised entities; match the target's entry under NDA before relying on any seller statement.
The consolidated securities-market law on the SMV website carries Articles 50-56 (licensing, capital, shares and control), Articles 72-73 (forex) and the Articles 25-26 fee schedule as amended by Ley 66 de 2016.
The SMV's official FAQ states the B/.350,000 capital rule and the three-officer staffing minimum; the casa de valores document-reception guide lists the full Acuerdo 2-2015 dossier.
The Alerta al Inversionista pages and the SMV's warnings on unauthorised forex firms show how actively the regulator polices this exact perimeter.
FAQ
Straight answers before the data room. If your question is not here, ask us directly
No. Article 72 of the Texto Unico reserves client-facing forex activity exclusively to licensed casas de valores, and the SMV's FAQ confirms a casa de valores licence is required to conduct forex in Panama. Offers marketed as a distinct "Panama forex licence" are describing a casa de valores licence - or nothing at all.
The company is presented by its seller as a route into SMV-regulated forex brokerage, and this page is anonymised. Licence status, scope and standing are exactly what a qualified buyer must verify under NDA against the SMV's public directory of regulated entities and the licence resolution itself before any reliance or valuation.
No. There is no licence-transfer mechanism in the Panamanian securities law. The licence stays with the entity; the buyer acquires the shares, and Article 56 requires the SMV's prior consent to any share change that affects control. Shares must be nominative and beneficial controllers must be disclosed to the regulator.
No statutory or published processing deadline exists for a casa de valores licence decision or for an Article 56 consent. Fixed day-count promises seen in the market have no official basis. The seller's handover estimate of roughly two months is a commercial estimate only; the agreement should stay conditional on consent rather than on a calendar.
A minimum total capital of B/.350,000 - paid-in capital, share premiums, capital reserves or retained earnings - per the SMV FAQ citing Acuerdo 2-2011, plus risk-based solvency, liquidity and concentration requirements under Acuerdo 4-2011. The buyer's diligence should reconcile the current capital position against both.
No. A casa de valores licence authorises business in and from Panama only; it carries no passporting into the EU, the UK or any other market. Buyers should also note that Panama sits on Annex I of the EU's list of non-cooperative tax jurisdictions as revised on 17 February 2026, which adds friction with EU counterparties.
Price is available on request after buyer qualification and NDA. Value should be assessed only after the SMV directory entry, the licence resolution, the capital position, the officers' licences and the supervisory correspondence have been reconciled in the data room.
Related guidance
The full Panama permission map - SBP, SMV, MICI, insurance and gaming - in one place.
The current SKY7 inventory of regulated companies offered through share sales.
Scope the register match, the Article 56 route and the diligence plan for this lot.
Reviewed by the SKY7 advisory team. Last reviewed: 12 July 2026. This page is general information only, not legal, regulatory, tax, investment or financial advice. The company is anonymised; its identity, licence status, permission scope, operating history and capital position are seller-reported, are not independently established on this page and must be verified in buyer diligence against the records of the Superintendencia del Mercado de Valores.
Regime facts on this page trace to the Texto Unico of Decreto Ley 1 de 1999 as amended, SMV Acuerdos 2-2011, 4-2011, 2-2015, 9-2013, 5-2003 and 5-2006, and the SMV's official FAQ and document-reception guide, each named in plain text above. The SMV's prior consent to a change of control is never guaranteed.
Tell us what you need
Bring the proposed ownership chain, funding and product plan. SKY7 will scope the SMV register match, the data-room priorities, the Article 56 consent dossier, officer continuity and completion conditions. Price is on request; the NDA opens the data room with the corporate file and the licence documentation.
