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Licensing Services

Licensing Services – Roatán Financial Services Authority (RFSA)

The Roatán Financial Services Authority (RFSA) is the licensing and supervisory body for financial institutions and fintech companies in Próspera ZEDE. If you’re looking to offer banking, fintech, or other financial services under Próspera’s jurisdiction, this is your starting point.

The RFSA issues Regulated Industry Permits to qualified businesses that elect to operate under Próspera’s financial and fintech regulations. These permits are your legal authorization to operate in the Finance and Insurance Industry within the Próspera ZEDE.

Why Apply for a Financial Services or Fintech License?

Under Financial Regulation A and Fintech Regulation A, all entities wishing to engage in regulated financial or fintech activities must be properly licensed by the RFSA. This includes:

  • Banks and non-depository credit institutions

  • Fintech startups and crypto platforms

  • Investment advisory or loan advisory services

  • Custody and brokerage of financial instruments

  • Crowd-funding platforms

  • Money transmitters and alternative trading systems

  • Investment Companies and Private Funds

  • Trust Companies and Escrow Agents

📌 By obtaining a license, you gain access to a safe harbor regime, regulatory certainty, and legal recognition to operate your financial activities under Próspera rules.

What Are the Benefits?

  • Streamlined licensing through the RFSA

  • International best practices with light-touch, risk-based regulation

  • Legal clarity and enforceability under Próspera ZEDE’s charter

  • Recognition of innovation including crypto, blockchain, and alternative finance

  • Regulatory protection if you operate in good faith under the applicable rules

Once licensed, you’ll be part of an ecosystem designed to foster trust, innovation, and financial inclusion.

How to Apply

  1. Choose Your Regulatory Framework

    • You must elect to be governed under either Próspera Financial Regulation A or Próspera Fintech Regulation A, depending on your business model.

    • This is done by notifying the General Service Provider (GSP) and including the election in your regulatory filings.

  2. Submit Your License Application

    • Complete the RFSA Licensing Application Form.

    • Include your business plan, proof of residency or registration in Próspera, compliance protocols (e.g., AML), and applicable disclosures.

  3. Undergo Review

    • RFSA reviews your submission and may request additional documentation.

    • RFSA may issue published administrative actions setting out specific licensing or reporting requirements.

  4. Receive Your Permit

    • Once approved, you will receive your Regulated Industry Permit.

    • You must maintain good standing, file any required reports, and comply with all RFSA-issued administrative actions.

Ongoing Compliance

Once licensed, you will be subject to:

  • Anti-money laundering (AML) and counter-terrorism financing (CTF) measures

  • Reporting requirements for certain transactions over $10,000

  • Cooperation with the Financial Intelligence Unit Liaison (FIUL)

  • Annual renewals and updates to your regulatory status

The RFSA may inspect your operations, issue summons, or coordinate enforcement with the appropriate registries, such as the Próspera Entity Registry.

Financial Services Licensing, Registration or Exempt Notice Requirements

Type of Financial Service Provider Licensing, Registration, or Notice with the RFSA Detailed financial services that can be offered
Class A Bank – “Lending-only Bank” Requires RFSA
License		 • All forms of credit using the licensee’s own capital: term loans, revolving credit, asset-backed loans, invoice factoring, trade-finance advances, venture debt, margin loans for trading.• Syndication & participation in loan clubs.• Loan servicing & portfolio sales.Not permitted: accepting repayable public deposits or operating payment accounts.
Class B Bank – “100 %-Reserve Bank” Requires RFSA
License		 • Sight & term deposit accounts fully backed by cash or permitted high-quality liquid assets. • Letters of credit (cash-collateralised) • Client money accounts, payment accounts for merchants, stored-value cards.• Remittances & bill-pay from reserve accounts.• Foreign-currency exchange at par against reserves.• Lending only from shareholder capital or other non-deposit funds (e.g., secured corporate lending). • Must hold all customer deposit liabilities in reserve (no fractional lending).
Class C Bank – “Commercial Bank” Requires RFSA
License		 • Allows deposit-taking and lending of those deposits (traditional fractional-reserve model). • Letters of credit • Retail & corporate current accounts, savings & time deposits.• Consumer, SME & corporate loans; mortgages; credit cards.• Cash-management, treasury & payroll services.• FX spot & forwards for clients (within brokerage limits).• Trade-finance instruments (SBLCs, guarantees).• ATM / debit card issuance; correspondent banking.
Class D Bank – “Micro-finance Bank” Requires RFSA
License		 • may lend & take deposits only from Honduran natural or legal persons.• Village savings & loan groups; solidarity-group lending.• Small-ticket consumer loans, agricultural micro-loans, micro-leases.• Local giro & payment accounts.• Financial-literacy programmes bundled with loans.• Credit-life & micro-insurance intermediation (ancillary).
Money Transmitter Requires RFSA
License		 • Domestic & cross-border remittances; international wire services.• Fiat-to-fiat currency exchange (bureau-de-change, airport kiosks).• Fiat–crypto and crypto–fiat ramps; stable-coin cash-out.• Mobile-money agent networks & merchant payment processing.• Operation of crypto ATMs (buy/sell for cash).• Wholesale settlement for other FinTechs (“payment rails-as-a-service”).
Non-Banking Lender Requires RFSA
License		 • Issuing personal, commercial, and secured loans or credit lines. • Providing microfinance and consumer finance products. • Offering buy-now-pay-later (BNPL) or installment payment arrangements. • Conducting invoice factoring or receivables financing. • Engaging in peer-to-peer lending or credit platforms (as originator or operator). • Structuring promissory notes and syndicated loans. • Holding borrower collateral under non-deposit-taking models.
Investment Company Requires RFSA
License		 • Structuring and managing Investment Funds (public or private). • Equity crowdfunding (shares, tokenised equity). • Advising or managing investment portfolios on behalf of clients or funds.   Sponsoring, offering, and marketing Investment Products (debt, equity, tokens, etc.).   Conducting private placements and public offerings (if registered). • Offering portfolio management, risk analysis, and capital raising services. • Marketing and distributing foreign or domestic investment products, including those: i) Registered with the RFSA; ii) Listed in Best Practice Peer Countries; • Structuring SPVs and other investment vehicles for asset pooling. • Requires USD 100,000 capital or substitute; annual filing; license renewal fee. • Required to certify public offering documentation
Issuer of a Public Offering Requires RFSA Registration • Issue and sell securities to the public; prepare offering documents; ongoing disclosure; interact with RFSA for listing approvals. • May offer Investment Products (securities, tokens, debt, equity). • Must be: A licensed Investment Company, or A Próspera resident with a sponsoring Investment Company or Investment Advisor. • Requires Offering Memorandum, AML compliance, insurance, and registration fee. • Product is listed in Financial Products Registry
Private Placements Exempt Notice to RFSA • May offer Investment Products or Funds to: Próspera Residents, Accredited Investors, and Sophisticated Investors. • No public marketing or general solicitation. • No prior RFSA approval required — exempt by notice within 15 days of first sale or offer required. •Still subject to AML/KYC and investor eligibility rules
Private Fund Exempt Notice to RFSA • Pooled investment vehicles offered to eligible private investors only (Próspera Residents, Accredited Investors, and Sophisticated). • Not listed for public sale. • Requires notice + sponsor verification if needed. • Subject to the same private offering exemptions
Trust Companies (Class I) Requires RFSA
License		 • Administer trusts with assets over USD 10 million. • No limit on number of trusts. • Can serve general public. • Acting as professional trustee for investment funds, private trusts, estates. • Serving as fiduciary in asset protection structures. • Offering family office, wealth structuring, or succession planning. •  Managing discretionary or directed trusts, foundation equivalents, or multi-family trust structures. •  Requires USD 100,000 capital (or mix of insurance + promissory note)
Trust Companies (Class II) Requires RFSA
License		 • Administer up to USD 10 million in trust assets and no more than 50 trusts • Limited to small-scale fiduciary operations. • Requires USD 50,000 capital (or reduced insurance + promissory note). •  lighter capital/ reporting.
Private Trust Companies Requires RFSA Registration • May serve up to 5 family groups or business groups. • Cannot advertise or serve the public. • Exempt from licensing if compliant. • Requires AML compliance, annual reporting, insurance, UBO disclosures
Escrow Agent Requires RFSA
License		 • Holding client funds or assets in escrow for conditional release. • Facilitating real estate, M&A, or corporate transactions. • Acting as neutral third party for settlement of disputes or contracts. •  Managing escrowed payments for token sales, crowdfunding, or private offerings.
FinTech: Crowdfunding Platform Requires RFSA
License		 •  Operating crowdfunding, tokenized asset, or digital securities platforms. • Peer-to-peer lending marketplace.• Reward & donation platforms.• Real-estate crowdfunding & fractional ownership tokens.• Community bond issues.• Secondary trading bulletin boards (needs Brokerage licence if providing execution). • Secondary trading turns the platform into an ATS or Brokerage operator.
FinTech: Alternative Transaction System (ATS) Requires RFSA
License		 • Private or consortium blockchain payment networks.• Proprietary stable-coin ecosystems.• Closed-loop in-app or game currencies.• Layer-2 roll-ups / side-chains for micropayments.• Crypto-ATM back-end or clearing node.• FX multi-currency wallets with instant conversion.
FinTech: Brokerage of Financial Instruments Requires RFSA
License		 • Crypto exchange order-books & OTC desks (agency or principal).• Securities brokerage (equities, bonds, ETFs).• FX spot & CFD brokerage (leveraged retail FX).• Commodity or carbon-credit brokerage.• Primary-issuance placement agent.• Market-making / liquidity provision (subject to capital & best-execution duties). • broker-dealers cannot hold client assets unless they also have the Custody or Escrow Agent licence
FinTech: Order Routing Requires RFSA
License		 • Smart order routers to multiple exchanges.• Algo-trading execution systems.• “Best-bid/best-offer” aggregation for crypto pairs.• White-label API gateways for fintech apps.• Internalisation engines (if combined with Brokerage).
FinTech: Credit & Investment Advisory Requires RFSA
License		 • Robo-advice & model portfolios.• Human wealth-management & retirement planning.• Debt-counselling & loan-comparison portals.• Research reports, model ratings, buy-sell recommendations.• Loan-origination platforms without taking balance-sheet risk (matching borrowers & lenders).
FinTech: Custody of Financial Instruments Requires RFSA
License		 • Cold-storage or multi-sig custody for crypto-assets.• Segregated client‐asset trust accounts.• Settlement & clearing agent for securities tokens.• Collateral-management for derivatives and repo.