US Regulatory Compliance
Puerto Rico International Financial Entity (IFE) Charter
Parisii™ Institutional Tokenization℠ (IT) and Parisii™ Institutional Staking℠ (IS) operate under a Puerto Rico International Financial Entity charter, as established by Act 273 of 2012, also known as the International Financial Center Regulatory Act. This framework is designed to facilitate international banking and financial services primarily for non-residents of Puerto Rico, providing a regulated environment that balances innovation with prudential oversight. The Office of the Commissioner of Financial Institutions (OCIF) serves as the primary regulator, ensuring compliance with stringent standards for capital adequacy, operational integrity, and risk management.
Key requirements under the IFE regime include:
- Capital and Asset Mandates: As per reforms in 2024 (Acts 44 and 45), a minimum paid-in capital of $10 million is required, with phased maintenance of unencumbered assets in Puerto Rican bank accounts. New entities must deposit at least $1 million in such assets upon inception.
- Operational Presence: Entities must maintain a physical office in Puerto Rico and employ at least four full-time staff members locally to ensure substantive economic activity within the jurisdiction.
- Permitted Activities: IFEs are authorized to engage in a range of services, including deposit-taking, lending, custody, and foreign exchange, subject to OCIF limitations and focused on international clients.
- Tax Considerations: The structure offers a fixed 4% income tax rate on permissible transactions, enhancing attractiveness for global operations while adhering to U.S. federal anti-money laundering and counter-terrorism financing protocols.
This charter underscores Parisii's commitment to a jurisdiction that promotes financial innovation under robust regulatory supervision.
New York Uniform Commercial Code (UCC) and Digital Assets
The New York UCC provides foundational rules for commercial transactions, including those involving digital assets. Recent amendments, enacted in December 2025 and effective June 3, 2026, introduce Article 12 to address "controllable electronic records" (CERs), such as cryptocurrencies, non-fungible tokens, and tokenized payment rights. These updates modernize the framework to facilitate secure transfers, perfection of security interests, and negotiability of digital assets.
Notable provisions include:
- Control and Perfection: Security interests in CERs can be perfected through "control," akin to possession of tangible assets, ensuring priority and enforceability.
- Negotiability: Qualifying purchasers who acquire CERs in good faith and for value take free of conflicting claims, promoting transactional certainty.
- Scope: The amendments cover electronic equivalents of traditional instruments, enabling seamless integration of blockchain and other technologies into commercial law.
Parisii™ aligns its operations with these evolving standards to ensure that tokenized assets and related transactions are governed by clear, enforceable rules.
New York Banking Law and Virtual Currency Regulations
Under New York Banking Law, entities engaging in virtual currency business activities must obtain either a BitLicense or a limited purpose trust company charter, with prior approval from the NYDFS for such endeavors. This regime emphasizes consumer protection, anti-money laundering compliance, and cybersecurity, positioning New York as a leader in regulated digital finance.
Relevant aspects include:
- Licensing Requirements: Virtual currency activities, such as custody and transmission, require explicit regulatory approval to mitigate safety and soundness risks.
- Blockchain Analytics: Institutions are encouraged to utilize analytics tools for transaction monitoring, source-of-funds verification, and compliance with federal BSA/AML and OFAC standards.
- Broad Oversight: The law extends to a wide array of digital asset services, ensuring comprehensive supervision.
NYDFS Guidelines on Custody of Digital Assets
The NYDFS has issued detailed guidance on digital asset custody, most recently updated on September 30, 2025, to enhance customer protections in insolvency scenarios. This framework applies to BitLicensees and chartered entities, prioritizing segregation and safekeeping.
Core elements encompass:
- Asset Segregation: Customer virtual currency must be held separately from institutional assets, with clear accounting to prevent commingling.
- Limited Use: Custodians may only possess assets for safekeeping, prohibiting rehypothecation or use for proprietary purposes without explicit consent.
- Sub-Custodian Arrangements: New relationships require NYDFS approval, with agreements ensuring equivalent protections and disclosures to customers.
- Disclosures: Institutions must provide transparent, accessible information on custody terms, risks, and practices.