The essentials
- The issuer appoints an external registry entity. It cannot be the issuer itself: whoever issues does not certify who owns what has been issued.
- The ESI reviews that the information given to the investor is correct and supervises the marketing. It does not bring investors and does not endorse the business.
- A technology provider is not a regulated entity. If it says it covers these functions, it is subcontracting someone who is.
- The register's annual minimum decides the minimum viable size of the issuance. Below the break-even point, the cost does not fall even if the amount does.
The registry entity
The entity responsible for registration and the register is the one that keeps the register of securities represented through distributed ledger technology. It is the functional equivalent of Iberclear for securities not represented through book entries. Without one appointed there is no validly issued tokenised security in Spain.
Who can be one, in two scenarios:
- If the securities are traded on an authorised DLT-based market infrastructure, the responsibility falls on the settlement infrastructure itself.
- Outside that case, which is the case of practically every Spanish issuance today, it has to be an entity authorised to provide the service of safekeeping and administration of financial instruments. In practice: credit institutions, broker-dealers and brokers.
What it is liable for, which is exactly what the issuer no longer has to do on its own:
- Guaranteeing the integrity and immutability of the issuance.
- Identifying the holders and the features of the securities.
- Managing registrations, transfers and encumbrances.
- Issuing legitimation certificates, the document with which an investor evidences ownership before a bank, a third party or a court.
- Managing the payment of coupons, dividends and redemptions.
And it is liable for inaccuracies in the register and for breaching those obligations. That liability is, in the end, the product being bought.
The ESI and the EAF
Investment firm is the general category: broker-dealers, brokers, portfolio management companies and financial advisory firms. All of them are authorised and registered by the CNMV, with a different scope of services.
The practical difference matters. A broker can place and safekeep; an EAF, in its usual configuration, advises. When a transaction needs placement or safekeeping, an EAF is not always enough. It is a specific check, not a formality: you have to read the scope of the authorisation in its entry in the register.
What it does in an issuance. In offers that are exempt from the prospectus but addressed to the public, the intervention of an authorised entity is what replaces the CNMV's prior control over the document. The entity reviews that the information addressed to the investor is complete, understandable and not misleading, and supervises that the marketing matches what that information says.
It is not a stamp. It is a review with liability attached, and that is why a serious entity asks for changes to the marketing materials before signing.
What it does not do. It does not bring investors, it does not guarantee the success of the placement, it does not validate the business plan and it is not liable for the company delivering what it promises. Confusing validation of the document with an endorsement of the transaction is the most frequent misunderstanding and the most dangerous, because it ends up being passed on to the end investor in the sales conversation.
Who does what
| Function | Issuer | Registry entity | ESI or EAF | Technology provider |
|---|---|---|---|---|
| Decides the terms of the issuance | Yes | No | No | No |
| Is liable for the information given to the investor | Yes | No | Reviews and supervises | No |
| Registers the securities and their holders | No | Yes | No | Operates the technical layer |
| Issues legitimation certificates | No | Yes | No | No |
| Executes the payment of coupons | Instructs | Manages | No | Supports |
| Supervises the marketing | No | No | Yes | No |
| Is subject to CNMV supervision | Only for the issuance | Yes, as an entity | Yes, as an entity | No |
The last row is worth reading twice. An unsupervised technology provider can be excellent, and many are, but its quality depends on its contract, not on an authorisation somebody reviews periodically.
How they are chosen
| Criterion for the registry entity | Why it matters |
|---|---|
| Authorisation in force and its scope | It determines whether it can register the specific instrument |
| Experience with that instrument | Registering shares and registering bonds is not the same job |
| Compatibility with the technology provider | It determines the token standard and the cost of integration |
| Fee structure | The annual minimum can weigh more than the percentage |
| Plan for a change of provider | Migrating a register is expensive. It has to be in the contract |
For the ESI or the EAF, four criteria: the exact scope of its authorisation, its independence from whoever coordinates the transaction, its experience with prospectus-exempt offers and its availability in the calendar. That last one is a common bottleneck that is almost always discovered late.
Checking the CNMV register is free and public, and it is done by name, tax number or registration number. Any issuer should do it before signing anything, and any serious coordinator should ask them to.
Costs: the annual minimum trap
The ranges vary by entity, but the structure is stable and it has an arithmetic worth understanding before setting the size of the issuance.
| Item | Usual structure |
|---|---|
| Registering the issuance | A fixed amount, or fixed plus a percentage of the volume |
| Annual maintenance of the register | A percentage of the outstanding balance, with an annual minimum |
| ESI validation and supervision | A fixed amount per issuance, payable even if the transaction does not close |
| Safekeeping, where applicable | Per entity |
When maintenance is priced as a percentage of the outstanding balance with an annual minimum, that minimum governs every issuance below a break-even point that is easy to calculate: the annual minimum divided by the percentage. With a fee of 0.2 per cent and a minimum of €12,000 a year, break-even is at six million.
| Issuance | Annual maintenance | Weight on the capital raised |
|---|---|---|
| €150,000 | €12,000 | 8.0% |
| €250,000 | €12,000 | 4.8% |
| €500,000 | €12,000 | 2.4% |
| €1,500,000 | €12,000 | 0.8% |
| €6,000,000 | €12,000 | 0.2% |
Four mistakes that keep repeating
- Assuming the technology provider is the registry entity. The right question is not whether they are registered, it is which specific entity, with which CNMV number, is going to keep the register.
- Signing with the ESI without reading the scope of its authorisation. Advising is not placing and placing is not safekeeping. The scope is published.
- Bringing the ESI in at the end of the process. Its review shapes the marketing materials, the landing page and the communication script. Involving it once everything is written means rewriting it.
- Sizing the issuance without the annual minimum. This is the most expensive of the four, because it is not discovered until year two.
Frequently asked questions
Can I keep the register of my own investors myself?
No, if the securities are represented through distributed ledger technology. The rules require appointing an entity responsible for the register that is authorised for the safekeeping of financial instruments, and the issuer cannot play that role over its own issuance.
What is the difference between an ESI and an EAF for my issuance?
EAF is one of the categories of investment firm and its usual scope is advice. If the transaction requires placement or safekeeping, you have to check that the specific entity has those services in its authorisation. It is published in its entry in the CNMV register.
How do I check that an entity is authorised?
In the CNMV's official register of entities, at cnmv.es, searching by name, tax number or registration number. It is free and public. Any discrepancy between what a provider says and what the register says should stop the process until it is cleared up.
How much does maintaining the register cost each year?
It depends on the entity, but the usual structure is a percentage of the outstanding balance with an annual minimum. That minimum is what determines the real cost in small issuances: below the break-even point you pay the minimum regardless of the amount issued.
Legislation and sources cited
- Law 6/2023 of 17 March on Securities Markets and Investment Services. Arts. 7 and 8 (issuance document and entity responsible for the register) and 34 to 36 (issuance, prospectus and placement).
- Royal Decree 814/2023 of 8 November, on financial instruments, admission to trading, the register of transferable securities and market infrastructures.
- CNMV questions and answers on financial instruments based on DLT.
- CNMV official registers of entities, to verify authorisation and scope.
Updated 16 Sep 2026. This article is for general information and does not constitute legal or financial advice. The specific terms of each transaction depend on its structure and should be reviewed with professional advice.
