The essentials
- A tokenised security has the same legal status as a traditional one. What changes is the register, not securities law.
- Two entities authorised by the CNMV cannot be replaced: the one that keeps the register and the one that intervenes in the placement.
- Tokenising share capital requires a sociedad anónima. A sociedad limitada can issue debt, capped at twice its own funds.
- There is no operating secondary market in Spain. A tokenised issuance today is a fixed-term position, not a liquid one.
What changes and what doesn't
Since Law 6/2023, a security represented through distributed ledger technology has the same legal status as one represented through book entries. No more and no less.
The consequence runs both ways and companies usually see only one of them. The good one: there is a clear legal route, with an identified supervisor and authorised entities operating today. The less comfortable one: every obligation of a securities issuance is still there.
| Element | Traditional issuance | Tokenised issuance |
|---|---|---|
| Nature of the security | Transferable security | Transferable security |
| Form of representation | Certificates or book entries | A system based on DLT |
| Who keeps the register | Iberclear or a participating entity | The entity responsible for the register |
| Prospectus requirement | Depending on amount and offerees | Identical |
| Investor identity verification | Mandatory | Mandatory |
| Corporate resolutions | General meeting and board | Identical |
| Taxation | General regime | General regime |
Only two rows differ. Anyone expecting tokenisation to remove the notary, the prospectus or the KYC is projecting expectations that come from the crypto world, not from securities markets.
The four rules you have to know
| Rule | What it governs | When it applies |
|---|---|---|
| Law 6/2023 (LMVSI) | Representation of securities through DLT, the issuance document, the registry entity and the regime for offers | Whenever a transferable security is issued in Spain |
| Royal Decree 814/2023 | Implementing regulation: instruments, admission to trading, the register and market infrastructures | Always, as the implementation of the above |
| Regulation (EU) 2017/1129 | The prospectus requirement and its exceptions | In every public offer or admission to trading |
| Regulation (EU) 2022/858 | The pilot regime for market infrastructures based on DLT | Only if trading or settlement in an authorised infrastructure is sought |
To those four you add, depending on the case, the European crowdfunding regulation when the transaction is organised as crowdfunding, and the European crypto-asset regulation when the token is not a financial instrument. They are alternative regimes, not cumulative ones: the same token cannot sit under that regulation and under securities markets legislation at the same time.
Who takes part, and who cannot replace whom
| Participant | Function | Mandatory? |
|---|---|---|
| Issuer | Issues the securities and is responsible for the information | Yes |
| Registry entity (ERIR) | Registers and maintains the register of the securities | Yes, whenever there is representation through DLT |
| ESI or EAF | Intervenes in the placement and validates the information given to the investor | Yes, in the cases of Arts. 34 to 36 LMVSI |
| Law firm | Structures the transaction and drafts the documentation | In practice yes, even though no rule imposes it |
| Technology provider | Smart contract, identity and interface | Yes, but it is not a regulated role |
| Bondholders' commissioner | Represents the holders before the issuer | Yes, in bond issuances |
The distinction that causes most confusion is the second to last row. The technology provider is not a regulated entity and cannot replace the registry entity or the ESI. When a platform presents its service as if it covered those functions, what happens in practice is that it subcontracts authorised entities without saying so.
It is a question any issuer should ask in writing before signing: which registry entity and which ESI will the transaction be executed with, by name and CNMV registration number. Checking on cnmv.es is free and public.
What can be issued, depending on the corporate form
Not every instrument is available to every issuer. This table settles most initial queries.
| Instrument | Corporate form | Quantitative limit |
|---|---|---|
| Shares | Sociedad anónima only | No |
| Bonds and debentures | S.A. or S.L. | In an S.L., twice its own funds, unless the issuance is secured |
| Convertible bonds | S.A. only | The same |
| Units in collective investment schemes | A regulated vehicle with a management company | Per the vehicle's regime |
| Participating loan | Any | Not a transferable security, so it cannot be registered |
The shares of a sociedad limitada cannot be represented by securities and cannot be called shares in the sense securities law uses. Tokenising share capital therefore requires a sociedad anónima, or converting into one beforehand. Debt can be issued by an S.L., within its limit.
And only the financial instruments in the LMVSI catalogue can be represented through DLT. A loan agreement or a promise to share in profits does not enter that catalogue, however much it is represented on a chain of blocks.
The issuance document
This is the piece that formally distinguishes a tokenised issuance from a traditional one. The LMVSI requires a document that identifies the registry entity, describes the securities and explains how the register system used works and how it is governed.
It does not replace the prospectus or the subscription agreement. It is the document that lets a supervisor, an investor or a third party understand how ownership is evidenced for a security that has neither a physical certificate nor a book entry. Four minimum contents:
- The registry entity and the scope of its authorisation.
- The securities, their economic and voting rights and how they are transferred.
- The register system, its governance and its integrity mechanisms.
- How ownership is evidenced and how legitimation certificates are issued.
What this framework does not solve yet
Three limitations worth knowing before designing a transaction, because they shape what can be promised to an investor.
- There is no operating secondary market. Trading systems on DLT exist as a European legal category, but the number of authorised infrastructures across the Union is still a handful, none of them in Spain. A Spanish tokenised issuance today is a fixed-term position held to maturity, not a tradable one.
- Settlement is still in traditional money. Subscription and coupons are paid by bank transfer. What is tokenised is the security, not the money.
- Interoperability between registers is not solved. Changing registry entity halfway through the life of an issuance is a project, not a formality. It is worth choosing one with the next five years in mind, not the price of the first.
Six checks before starting
- Current corporate form and, if it is an S.L., own funds per the last approved balance sheet.
- Target amount and the sum of all offers planned for the following twelve months.
- The profile of the offerees: retail, qualified or both.
- The instrument, with its corporate form and its associated limit.
- Candidate registry entity and ESI, checked against the CNMV register.
- Whether the transaction needs a secondary market in order to work.
The order matters. The first three decide whether the transaction is viable; the next three, how it is executed. Starting with the technology provider, which is how most people start, leads to redoing the design when the first corporate restriction appears.
Frequently asked questions
Does tokenising remove the notary or the prospectus?
No. Tokenisation changes the form in which the security is represented and automates the register of holders. The corporate, notarial and prospectus obligations depend on the instrument and on the size of the offer, and they are the same as in a traditional issuance.
Can a sociedad limitada tokenise its share capital?
Not directly. The shares of an S.L. cannot be represented by securities or called shares in the securities law sense, so tokenising capital requires converting into a sociedad anónima first. What an S.L. can do is issue tokenised debt, within the limit of twice its own funds.
Can the technology provider be the registry entity?
Only if it is also an entity authorised to provide the service of safekeeping financial instruments and is registered as such. Most technology providers are not, and they subcontract an authorised entity. It is worth asking for the name and the CNMV registration number before signing.
Can a tokenised security be sold before maturity?
Today, in Spain, not in an organised way. There are no operating multilateral trading facilities on DLT, so a transfer depends on what the issuance document allows and on finding a counterparty. Communicating it as a liquid position creates an expectation the issuer cannot meet.
Legislation and sources cited
- Law 6/2023 of 17 March on Securities Markets and Investment Services (BOE-A-2023-7053). 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.
- Royal Legislative Decree 1/2010, the Spanish Companies Act. Arts. 92.2 (representation of S.L. shares) and 401 (limit on bond issuance).
- CNMV questions and answers on financial instruments based on DLT.
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.
