Where to Register a VASP Company Without Licensing in 2025: Costa Rica & Panama

As of July 2025, regulatory landscapes are evolving—in many traditional offshore jurisdictions, Virtual Asset Service Providers (VASPs) now face mandatory licensing and heavy AML/KYC obligations. In contrast, Costa Rica and Panama continue to offer streamlined alternatives for companies wishing to include virtual asset services in their corporate purpose without pursuing full VASP licensing immediately.

Why Costa Rica and Panama Remain Crypto‑Friendly

• No dedicated VASP license requirement: Both countries allow corporate registration stating crypto‑related business activities, without explicit government licensing.

• Legal opinion available: Attorneys in both jurisdictions can issue opinions confirming that virtual asset services are permitted under current law.

• Quick and cost‑efficient setup: Ideal for startups, exchanges, wallet operators, remittance platforms, and OTC desks.
  
  

Panama – VASP Setup Without Licensing

Regulatory Position & Legal Framework

• No formal VASP licensing or SFI registration is required. Crypto operations are permitted under a standard Panamanian corporation structure.
  
  

• Registration with the Unidad de Análisis Financiero (UAF) is mandatory under Panamanian AML/CFT laws (Law 23 of 2015). This requires AML/KYC compliance, suspicious transaction reporting, and appointing a compliance officer.
  
  

Key Incorporation Requirements

1. Directors: At least three directors are legally required, but they do not need to be residents—foreign nationals are fully acceptable.

2. Corporate documents: Official documents are issued in Spanish, though English translations are typically provided for clients.

3. Business objects: Activities such as “operations with virtual currencies” can be explicitly included in the Memorandum & Articles. Legal opinions can be obtained to confirm legality.
   
   

Formation Process

• Choose legal form: S.A. (Sociedad Anónima) or S.R.L.

• Reserve a unique name or register by corporate ID number instead of a fantasy name

• Appoint a local registered agent or legal representative

• Obtain a Tax Identification Number (TIN); register for VAT or other tax obligations as needed

Typical formation timeframe: 1–2 weeks, with minimal capital, no local substance, and no office requirement.

Panama – Examples of Crypto & Web3 Companies

Lulubit

Operating across Central America, including Panama and Guatemala, Lulubit describes itself as the “Coinbase for Central America.” It offers:

• Crypto exchange services,

• A crypto debit card,

• Cross-border remittance via a virtual USD account, and

• Recently partnered with Mastercard for faster payments.

Though not licensed as a VASP, Lulubit processes crypto transactions and has chosen Panama as a jurisdiction for corporate structure and operational presence.

Decent.bet

Founded in 2017, with offices in Panama, the UK and the US, Decent.bet is a blockchain-based peer-to-peer gaming and betting platform. It allows users to:

• Create wagering rooms,

• Share revenue,

• Participate in decentralized betting and games.

Decent.bet functions as a crypto-first startup utilizing Panama incorporation for its operations.

Others from Panama's Crypto/Blockchain Ecosystem

• Forward Protocol: A no-code Web3 dApp and blockchain creation platform based in Panama City, raising ~$1.7M to date.

• AIDA: An AI-powered trading terminal integrating DEXs and launchpads across chains, also headquartered in Panama.

These firms demonstrate how crypto-first ventures can operate through Panamanian corporate structures without holding formal VASP licenses.

Costa Rica – Minimal Licensing, Swift Set‑Up

Regulatory Update

• Although a bill has advanced to require VASP registration with the Superintendencia General de Entidades Financieras (SUGEF), it is not yet in force as of July 2025.
  
  

• Current status: No specific VASP license needed if activities are defined in general corporate objects and AML/CFT is observed.

VASP Obligations under Draft Law - Superintendencia General de Entidades Financieras (SUGEF), it is not yet in force as of July 2025

• Registration with SUGEF: Mandatory for all VASPs; details to be publicly listed.

• Risk-Based Supervision: Institutions must implement continuous risk assessments and internal controls.

• KYC / Beneficial Ownership: Identify clients and beneficial owners; maintain and update records.

• Recordkeeping: Preserve detailed transaction data.

• Enhanced Due Diligence: Extra controls for politically-exposed persons and high-risk jurisdictions; report suspicious transactions to the Financial Intelligence Unit (ICD).

• Travel Rule Compliance: Must include originator and beneficiary information with cross‑border transfers, per FATF standards

Practical Incorporation & Requirements

• Formation time: typically 1 to 2 weeks.

• Legal structure: No required local directors or substance, although a legal address is needed.

• Documentation: Must follow FATF-aligned AML/KYC protocols, though no formal license or share capital is required.

• Taxation: Business income earned outside Costa Rica can be 0% corporate income tax, while domestic profits are taxed at up to 30%.
  
  

• Summary Comparison

Final Thoughts & Action Steps

• Panama and Costa Rica remain among the few jurisdictions where VASP-style activities can be included in company objects without full government licensing, making them ideal for lean startups.

• Ensure AML/KYC compliance: Even if not mandatory, following global standards minimizes legal and reputational risk.

• Get a legal opinion from reputable local counsel confirming the legality of crypto services under current laws.

• If future-proofing, prepare for SUGEF registration (Costa Rica) once the bill is enacted.

Zitadelle Advisory Group can help you through the setup steps:

• Company incorporation (S.A. or S.R.L.)

• Drafting compliant business objects and statutes

• Obtaining formal legal opinions

• Structuring corporate governance with foreign directors and nominee services