Law 6/2023: exactly what it allows for issuing shares

What changed in 2023

Law 6/2023 of 17 March on Securities Markets and Investment Services replaced the previous consolidated text and, among other things, gave legal recognition to the representation of securities through digital register systems (Art. 6), alongside book entries and physical certificates.

That is the change that makes an issuance with hundreds of retail investors possible without a disproportionate administrative cost: ownership is held in a digital register, with an entity responsible for it, and every movement is recorded.

The implementing regulation arrived with Royal Decree 814/2023 of 8 November, which is where the operational detail lives: what the issuance document contains and how it is deposited (Arts. 9 to 11), how the first registration is carried out (Art. 14) and how legitimation certificates are issued (Arts. 21 to 23).

Freedom of issuance

Article 34 is headed, literally, "Freedom of issuance". That is the starting point: issuing securities requires no prior administrative authorisation. A Spanish company can resolve on an issuance and execute it while meeting the requirements that apply to it, without asking a supervisor for permission to exist.

It is a point misread in both directions. It does not mean there are no rules, because there are and they are demanding. It means the barrier is not a licence: it is compliance.

The prospectus exemption and its real limit

The prospectus is the heavy document of public offers, and its cost makes any small transaction unviable. Article 35.2.b contains the exemption that matters here: it applies to offers not subject to notification under Regulation (EU) 2017/1129 whose total amount in the European Union is below eight million euros, a limit calculated over a twelve-month period.

It is worth underlining the "in the European Union": the count does not stop at the Spanish border. If the same offer is also aimed at investors in other member states, it all adds up against the same threshold.

Staying below the threshold does not exempt you from informing: it exempts you from one specific format of information. The issuance still needs a document that describes precisely the security, the rights, the risks and the terms.

The authorised entity: the article that holds the model up

This is the one with the most practical consequences. Article 36.1 requires that the placement of certain issuances involves an entity authorised to provide investment services, with two functions.

• Validating the information to be given to investors.
• Supervising, in general terms, the marketing process.

The detail that is almost never quoted correctly is the trigger: the obligation applies to offers excluded from the obligation to publish a prospectus when they are marketed by means of advertising to the general public. It is not "every offer aimed at retail investors": it is the advertising to the public that brings in the authorised entity. A campaign aimed at your customer base falls squarely there, so in practice the requirement applies, but it is worth knowing where it comes from.

That same article covers other exemption scenarios that sometimes suit a small transaction better: issuances aimed at fewer than one hundred and fifty investors per member state, or with a minimum investment per investor of one hundred thousand euros. They are different routes, with different consequences, and they deserve to be asked about before assuming the eight million one.

In practice this means that no campaign communication goes out before passing that validation, and that the issuance document is not published until the entity signs it off. It is the real bottleneck in the calendar, and that is why it pays to have the entity engaged before writing the first piece of communication, not afterwards.

The register and the responsible entity

Representation through digital register systems requires an entity responsible for administering the registration and the register of the securities (Art. 8). It is the party that records the issuance, carries out the first registration of each holding, reflects subsequent movements and issues the legitimation certificates.

Two consequences worth internalising from the start.

• Ownership is created by registration (Art. 10). Not by payment and not by a confirmation email. Until the holding is registered, the investor is not the owner for legal purposes, and whoever appears in the register is presumed entitled to exercise their rights (Art. 13).
• The register is immutable. It is corrected with a new entry, not by deleting the previous one. Any system offering to edit a registration is describing something else.

Article 5 of Royal Decree 814/2023 also requires the responsible entity to have a contingency plan in case it stops providing the service, precisely because the continuity of the register cannot depend on the continuity of one provider.

The issuance document

It is the central piece, and it is in Article 7 of the law and in Articles 9 to 11 of the regulation. Where equity securities are involved, executing it as a public deed is mandatory, and it can be the issuance deed itself; for non-equity securities it is optional. The document is deposited with the entity in charge of the book-entry register before the first registration of the securities.

What has to be stated there, and not on the campaign website:

• Identification of the issuer and of the security, with its features.
• The rights it confers and how they are exercised, including the voting rights when they are exercised through a vehicle.
• The terms of the offer: target amount, minimum viability threshold, minimum and maximum ticket, time window and what happens if the minimum is not reached.
• Risks, named explicitly, including illiquidity and possible total loss.
• The rules of the register and how ownership is evidenced.

Legitimation certificates

The legitimation certificate (Art. 14 of the law, Arts. 21 to 23 of the regulation) is the document with which the holder evidences their position vis-à-vis third parties: to exercise rights, to prove ownership before an institution or a public authority, or to justify the position in a transaction.

It is not a negotiable instrument and it does not replace the register: it is evidence issued by the responsible entity from what the register says at that moment. It is issued at the holder's request, and the system has to be able to issue it at any time.

The other rules that also apply

Law 6/2023 does not travel alone. A real issuance touches at least three more frameworks.

• Law 10/2010 of 28 April on the prevention of money laundering and terrorist financing: identifying each investor before accepting their money. It is developed in KYC in an issuance.
• The Spanish Companies Act: incorporating the vehicle, the issuance resolution, general meetings and annual accounts.
• Data protection legislation: you are processing identifying, financial and documentary data of hundreds of people, with specific retention obligations. Royal Decree 814/2023 itself also regulates the provision of data on the identity of shareholders to the issuer (Art. 25) and the retention of information (Art. 31).

Updated 16 Sep 2026. This article summarises legislation in force at the date of publication for general information purposes and does not constitute legal advice. The text applicable to each transaction should be verified with professional advice and against the official source.