Guatemala -- Licensing Requirements Regulatory Overview

**No specific cryptocurrency license is required.**

**Fiat On/Off-Ramps:** If an exchange, custody provider, or payment processor facilitates transactions involving **fiat currency (e.g., Guatemalan Quetzal, USD) to/from cryptocurrencies**, they might fall under the existing financial regulations governing money transmitters, payment service providers, or other financial intermediaries. In such cases, they *would* likely need to comply with traditional financial licensing requirements from the SIB.

**General Business Registration:** Any company operating in Guatemala, regardless of its specific industry, must be legally constituted and registered with the **Registro Mercantil General de la República** (General Mercantile Registry of the Republic).

**Capital Requirements:** No specific capital requirements for VASPs are stipulated in Guatemalan law. If the entity were to engage in activities regulated by the SIB (e.g., traditional money remittance), then existing capital requirements for those specific financial activities would apply.

**AML/KYC:** This is the most critical area where existing laws may have indirect applicability:

**Ley contra el Lavado de Dinero u Otros Activos (Decree No. 67-2001) and its Regulations:** While this law does not explicitly mention "virtual assets" or "cryptocurrencies," it applies to "obligated entities" (e.g., banks, financial institutions, certain non-financial businesses and professions) involved in financial transactions.

**Indirect Applicability:** If a VASP facilitates fiat-to-crypto or crypto-to-fiat transactions, the *fiat portion* of these transactions would be subject to the existing AML/CFT framework. This means performing KYC (Know Your Customer) on users, monitoring transactions for suspicious activity, and reporting to the Special Verification Intendancy (IVE) – a unit within the SIB.

**FATF Recommendations:** Guatemala is a member of the Financial Action Task Force of Latin America (GAFILAT), which adheres to FATF recommendations. FATF Recommendation 15 specifically calls for the regulation of VASPs for AML/CFT purposes. While Guatemala has not fully implemented this recommendation for VAs, it is under international pressure to do so. Therefore, future legislation is likely to include specific VASP AML/CFT obligations.

**Local Presence:** Any company wishing to operate legally in Guatemala (even without a specific crypto license) would need to establish a legal entity (e.g., a corporation) registered with the Registro Mercantil, which implies having a registered office and legal representation in the country.

**Constituition of a legal entity:** Typically a corporation (Sociedad Anónima) through a public deed with a notary.

**Registration with Registro Mercantil:** Submit the public deed and other required documents (e.g., identification of shareholders, legal representative) to the General Mercantile Registry.

**Tax Registration:** Obtain a Taxpayer Identification Number (NIT) from the Superintendencia de Administración Tributaria (SAT).

**Superintendencia de Bancos de Guatemala (SIB):**

**SIB Statements on Virtual Assets:** The SIB regularly issues press releases and circulars clarifying its position. You would typically find these under "Comunicados de Prensa" or "Normativa." A key message is that virtual assets are not regulated.

*Example (search for similar current statements):* Search their site for "activos virtuales" or "criptomonedas". You will likely find repeated warnings stating VAs are not legal tender, are not regulated by the SIB, and carry significant risks.

*Example historical reference (though direct URL may change):* Communiqués from SIB often reiterate that "los activos virtuales o criptoactivos no son moneda de curso legal en el país y no se encuentran bajo la supervisión y regulación de esta Superintendencia."

**Full Text (often hosted by SIB):** https://www.sib.gob.gt/web/sib/ley-contra-el-lavado-de-dinero-u-otros-activos

This is the primary AML/CFT law. Reviewing its text confirms that "virtual assets" are not explicitly mentioned as a regulated activity or product. However, its broad scope regarding financial transactions means any fiat interaction could be captured.

**Registro Mercantil General de la República (General Mercantile Registry):**

This is where any legal entity must register to operate in Guatemala.

**Investment Purpose:** The instrument is "destinado a la inversión" (destined for investment).

**Representation of Rights/Interests:** It represents "derechos de crédito, de participación, de propiedad o cualquier otro derecho o interés en una empresa o patrimonio" (credit rights, participation rights, property rights, or any other right or interest in a company or patrimony). This is similar to the "common enterprise" and "expectation of profit" prongs of Howey.

**From Third-Party Efforts:** Although not explicitly stated as "from the efforts of others," the concept of "derechos... en una empresa o patrimonio" implies that the value or profit is derived from the underlying entity's activities.

**Massive Issuance/Public Offer:** The law mentions "emitido o celebrado en forma masiva o no," indicating that even instruments not issued massively can be securities, but a "public offer" (oferta pública) is a critical trigger for regulatory oversight and registration requirements.

**Security Tokens:** These are the most likely candidates to be classified as securities. Tokens representing ownership in a company (equity tokens), a debt instrument (bond tokens), or a right to a share of profits or revenue are almost certainly "valores" under Guatemalan law.

**Investment Tokens/ICOs:** Tokens issued during an Initial Coin Offering (ICO) where purchasers are primarily motivated by an expectation of profit from the development or future success of a project managed by the issuer, would likely be deemed securities.

**Payment Tokens/Cryptocurrencies (Unlikely):** Cryptocurrencies like Bitcoin or Ether, when used purely as a medium of exchange or store of value, are generally not considered securities under this framework. The SIB has explicitly stated they are not legal tender, but has not classified them as securities. However, if such a token were part of a structured investment scheme, it could potentially be reclassified.

**Registration of the Issuer:** The issuer (or the entity responsible for the offer) would need to be authorized by the SIB.

**Registration of the Security:** The specific token (security) itself must be registered with the **Registro del Mercado de Valores y Mercancías** (Registry of Securities and Commodities Market), which is managed by the SIB.

**Disclosure Requirements:** The issuer would be required to publish a prospectus or an equivalent disclosure document containing detailed information about the issuer, the project, the token, the risks involved, financial statements, and how the funds will be used.

**Ongoing Reporting:** Issuers of registered securities are subject to continuous reporting obligations, including periodic financial statements and disclosure of material events.

**Private Placements:** Offers made to a limited number of qualified or institutional investors, not considered a public offer.

**Small Offers:** Offers below a certain monetary threshold, if specified in regulations (though the primary law focuses more on the public nature of the offer).

**Regulated Exchanges:** Secondary trading would theoretically need to occur on regulated securities exchanges (like the Bolsa de Valores Nacional - BVN) or through licensed securities brokers.

**Licensed Intermediaries:** Any entity facilitating the secondary trading of these tokens would need to be licensed by the SIB as a stockbroker or exchange.

**Compliance:** All transactions would be subject to existing market transparency, anti-money laundering (AML), and counter-terrorist financing (CFT) regulations applicable to traditional securities.

**SIB Warnings:** The SIB has consistently issued warnings to the public about the risks of investing in or using cryptocurrencies. These are preventative measures, not enforcement actions against issuers.

**Example SIB Communiqué:** *Comunicado de Prensa 04/2021* (Press Release 04/2021) from the Superintendencia de Bancos de Guatemala, which reiterates that crypto assets are not legal tender and are not regulated by them, highlighting associated risks. While not an enforcement action, it sets the regulatory tone.

**AML/CFT Investigations:** If crypto assets are involved in money laundering, terrorist financing, or other illicit activities, the relevant authorities (e.g., Fiscalia contra el Lavado de Dinero u Otros Activos – AML Prosecutor's Office) would investigate under existing anti-money laundering laws, not specifically securities laws.

**Fraud Investigations:** If a crypto project is deemed a fraudulent scheme, general criminal fraud statutes would be applied, regardless of whether the token itself is also an unregistered security.

**Ley del Mercado de Valores y Mercancías (Decree Number 34-96):**

This is the primary law. Finding a direct, stable URL from a government source can be challenging. Often, it's found on legal databases or archived government sites.

A reliable source for legislative texts in Guatemala is often the Congress website or legal information portals.

*Example Search Query:* "Ley del Mercado de Valores y Mercancías Guatemala Decreto 34-96"

The Superintendencia de Bancos de Guatemala regularly publishes press releases and communiqués. You would need to navigate their official website and search for "criptomonedas" or "activos virtuales."

Look for "Comunicados de Prensa" or "Circulares." A specific communiqué from late 2021 (e.g., *Comunicado de Prensa 04/2021* or similar) often reiterates their stance. Direct links to specific press releases change as new content is added, so navigating the site for the most recent statement is recommended.