Roatán Financial Services Authority (RFSA)

The Roatán Financial Services Authority (RFSA) is the independent financial regulator and supervisor within the Roatán International Financial Center (RIFC). It receives applications for licensing and authorizes the start of operations for banks and fintech entities in the Próspera financial system.

The RFSA is a department within Próspera ZEDE's General Service Provider with authority under Próspera Financial Regulation A and Próspera FinTech Regulation A to promulgate published administrative actions (subject to override by Rule) for interpretative, investigatory, and enforcement purposes, and to establish the regulatory requirements for financial services provided by banks and fintech entities. For the license types it issues, see Financial Services Licensing.

Governance

The RFSA has a board of commissioners consisting of national and international experts in financial supervision and regulation. The board includes José Luis Moncada, former chairman of the Honduran National Banking and Insurance Commission (CNBS); Dr. Sohan Dasgupta, former chief legal officer of the U.S. Department of Homeland Security; and Chirag Shah, former chief strategy officer of the Dubai International Financial Centre (DIFC).

The RFSA and the RIFC ecosystem are supervised by the RFSA Oversight Committee (RFSAOC), a specialized committee of the Próspera ZEDE Council of Trustees that includes the Technical Secretary, Council Secretary, and Council Treasurer.

Legal Authority

• Article 329 of the Constitution of Honduras grants Próspera ZEDE wide-ranging legal, economic, administrative, and political autonomy, including the power to establish a local governance system for financial regulation and supervision.

• The ZEDE Organic Law (arts. 2 and 30) authorizes Próspera ZEDE to develop national and international financial centers, maintain an internal monetary policy, and develop markets for foreign exchange, gold, futures, and commodities.

• The Financial System Law (art. 17-A, as amended by Legislative Decree No. 54-2019) states that financial institutions operating in national or international financial centers subject to a special legal regime are governed exclusively by the regulations those centers issue, which must be equal or superior in quality to those of the CNBS.

Regulatory Options for Financial Service Providers

Under the Próspera Industrial Regulation Statute (PDF) and the Financial Responsibility Statute, a financial service provider in Próspera can choose to operate under:

1. The national regulatory framework of Honduras, or the regulation of any of 35 Best Practice Peer Countries (predominantly OECD members — including the USA, UK, Germany, Japan, Singapore, Switzerland, Canada, and regional peers like El Salvador, Costa Rica, Guatemala, Panamá, and Colombia), upon acquiring a Supplemental Regulatory Insurance Policy from a Qualified Insurer.

2. The Roatán Common Law Code (RCLC) without a specific regulatory code — subject to the restrictions of Section 5 of the Industrial Regulation Statute (no abnormally dangerous activities, nuisance, tort, trespass, or conversion) and the penalties of Section 6 (civil penalty of 3x compensatory damages; personal joint liability of officers, board members, and owners).

3. An Optimal Regulation — a combination of existing regulations from Honduras or Best Practice Peer Countries and/or new best-practice regulations, approved by petition to the Próspera ZEDE Council. Financial Regulation A (PDF) and FinTech Regulation A (PDF) are the standing Optimal Regulations for banking and fintech.

Regulatory Insurance

The Próspera Financial Responsibility Statute (PDF) requires every resident to maintain an insurance policy covering liability for final arbitration awards. Regulated industry persons such as financial entities must additionally obtain a supplemental insurance policy or bonding. Policies may be obtained from a qualified insurance service provider or from Próspera as insurer of last resort; a GSP-issued supplemental policy has an annual premium limit of 1% of aggregate funds handled, capped at US$390,000 per year.

Anti-Money-Laundering and the FIUL

The Financial Intelligence Unit Liaison (FIUL) is an office within the RFSA responsible for collecting, maintaining, and distributing financial intelligence under Financial Regulation A. It liaises with the Financial Intelligence Unit of the Honduran CNBS, the national agency for suspected proceeds of crime and terrorist property.

Key obligations for financial businesses, published on the official AMLFT / FIUL page:

• Reporting suspicious transactions (RFSA AA 03/2022 and AA 18/2022 forms)

• Declaring transactions over $10,000 (domestic, foreign, regulated-industry, and non-financial declarations — forms F-1 through F-5)

• Information-sharing with the CNBS under the RIFC–CNBS Information Sharing Accord (RFSA AA 02/2022)

Próspera ZEDE is bound by the AML/CFT treaties ratified by Honduras, including the UN Convention Against Transnational Organized Crime and the International Convention for the Suppression of the Financing of Terrorism.

Legal Stability for 50 Years

The State of Honduras has guaranteed investors and residents of Próspera ZEDE the permanence of the legal framework for a minimum of 50 years, through Legal Stability Agreements under article 45 of the ZEDE Organic Law, rights contemplated in CAFTA-DR, and the Honduras–Kuwait bilateral investment treaty.