A startup with its cap table spread across spreadsheets after three rounds. A developer with buyers interested across half of Europe. A family-owned industrial company that wants to finance itself without relying only on the bank. They are three typical issuers from Barcelona's business fabric, and all three can solve their problem with the same move: issuing shares, bonds or interests represented on blockchain, with full legal effect in Spain. The framework is national and the process works remotely. What changes from one case to another is the instrument and the documentation (Ley 6/2023).
This piece walks through the framework from those three cases. The basic concepts are in the guide to asset tokenization for companies.
Three Barcelona issuers, three use cases
The startup that puts its cap table in order
The problem is familiar in any tech hub: successive rounds, convertible notes, phantom shares and a cap table that lives in loose documents. Tokenization turns shares into entries on a distributed ledger with traceable ownership. The rules of the shareholders' agreement, such as the right of first refusal or lock-ups, can be programmed as transfer restrictions in the token itself.
There is a corporate nuance worth knowing before getting excited. The interests of an SL cannot be represented as securities, so the usual route is to convert into an SA or to structure the operation with convertible bonds or other debt instruments. The detail, with its alternatives, is in the vertical on startup tokenization and cap table on-chain.
The developer with international buyers
The Barcelona real estate market attracts international investment, and that complicates classic project financing: investors are abroad, tickets are heterogeneous and the register of participants becomes a logistical problem. The tokenized issuance of project debt or shares of the vehicle unifies that register with integrated investor verification (KYC), whether the participant is from Sarrià or Milan.
If the amount requires a prospectus, the one approved by the CNMV can be passported to the rest of the EU. That allows placing among European investors without duplicating national approvals, a natural fit for a development with international demand (arts. 24-25, Regulation (EU) 2017/1129). How it is structured, in the vertical on tokenization for real estate developers.
The family-owned industrial company
The third profile is not technological. A family business with decades of activity, real assets and financing concentrated in two or three banks. The issuance of tokenized bonds allows it to raise debt from professional investors and from its own circle, with the register of holders and coupon payments managed from the platform.
For amounts of up to 12 million euros over 12 months there is no prospectus obligation from 5 June 2026, although each State can set that limit at 5 million. The information document and the terms of the issuance remain the legal basis of the operation (Regulation (EU) 2024/2809). More on this case in the vertical on tokenization for SMEs and financing.
The legal circuit, explained from Barcelona
All three cases go through the same pieces. If the token incorporates rights of a share, a bond or an interest, it is a financial instrument: securities market regulations apply, the CNMV supervises it and the issuance falls outside MiCA (art. 2.4, Regulation (EU) 2023/1114).
The specific piece of the Spanish system is the ERIR, the entity responsible for registration and record: the digital notary that certifies who holds each token. It is required by article 8 of Ley 6/2023 and its regime is developed in RD 814/2023. The first ERIR authorized by the CNMV was URSUS-3 Capital, A.V., in November 2024 (art. 8, Ley 6/2023; RD 814/2023).
Each case triggers the process with different documentation and checkpoints:
| Case | Typical instrument | Documentation | Checkpoint |
|---|---|---|---|
| Startup (cap table) | Shares of an SA or convertibles | Shareholders' agreement and issuance terms | ERIR and transfer restrictions |
| International developer | Project debt or shares of the vehicle | CNMV prospectus if it exceeds the threshold | EU passport and KYC for non-residents |
| Family business | Bonds or debentures | Information document below the prospectus threshold | ERIR and coupon schedule |
None of this requires a physical presence in Madrid. Processing with the CNMV is electronic, the registry entity operates remotely, and documentation is signed digitally. An issuer from 22@ or Sant Cugat goes through the same process, in the same order, as one from the Castellana. The full process is in how to issue a security token in Spain; the state of the market, in the regulated tokenization in Spain 2026 report.
Who you work with from Barcelona
Paperwork matters. HokenFi is the technology platform with which the issuer structures, issues and administers the tokens: it is headquartered in Málaga, part of the Unknown Gravity group, and is not an entity authorized by the CNMV. The regulated process is covered by partners. These include URSUS-3 Capital, A.V. as the first authorized ERIR, ATH21, a boutique specialized in cryptoassets founded by Cristina Carrascosa, and law firms such as Asensi Abogados and Ramón y Cajal Abogados, the latter with an office in Barcelona in addition to its Madrid headquarters.
The Barcelona ecosystem also includes local law firms and boutiques with a strong track record in fintech and cryptoassets. This has a practical consequence for the issuer: it can keep its trusted advisor. The platform and the regulated partners coordinate with them during the issuance; they do not replace them.
The decision that really matters
Issuing from Barcelona does not change thresholds, the supervisor or the process. Three other decisions shape the transaction: which instrument fits the case (shares for the cap table, debt for the project or the financing), whether the amount crosses the prospectus threshold, and which investors will come in. With those three answers, the rest of the process is execution under an already proven framework (Ley 6/2023; RD 814/2023).
If your startup, property development or family business fits one of these three cases, run the numbers before deciding. Take the issuance diagnosis (2 min) or request a proposal. If you prefer to start by reading, download the 2026 guide.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
Frequently asked questions
Can a Barcelona startup tokenize its cap table?
Yes, with the right structure. Shares of a public limited company can be represented on distributed ledgers by designating an ERIR, under Article 8 of Ley 6/2023. If the company is an SL, its interests cannot be represented as securities, so the usual route is to convert into an SA or issue convertible or debt instruments.
Can international investors participate in a tokenized real estate issuance in Barcelona?
Yes. If the issuance requires a prospectus, the one approved by the CNMV can be passported to the rest of the EU, which allows placement with European investors without new national approvals (Articles 24-25, Regulation (EU) 2017/1129). For investors outside the EU, the applicable placement regime is analyzed case by case, and KYC verification is integrated into the issuance itself.
Do you need to travel to Madrid to issue a security token from Barcelona?
No. Processing with the CNMV is electronic, the ERIR operates remotely, and documentation is signed digitally. The Barcelona issuer can also keep its local advisors: the technology platform and the regulated partners coordinate with them throughout the issuance, and no procedure requires a physical presence in Madrid.
