---
title: "Asset Tokenization in Europe: The Regulatory Map for Issuers"
url: "https://hokenfi.com/en/asset-tokenization-in-europe/"
site: HokenFi
published: "2026-08-13T22:42:32+00:00"
modified: "2026-08-13T22:58:09+00:00"
language: en-US
author: "Jesús Sánchez Fernández"
description: "Asset tokenization in Europe: MiFID II vs MiCA vs DLT Pilot, national registration figures and the prospectus passport, mapped for issuers."
section: "Home > Uncategorized > Asset Tokenization in Europe: The Regulatory Map for Issuers"
---

# Asset Tokenization in Europe: The Regulatory Map for Issuers

An issuer planning a tokenized issuance of shares, bonds or fund units in the EU faces three European regimes and twenty-seven national registration rules. The order of decisions matters. Classify the instrument first, choose the member state second, and only then design the offer. This map covers asset tokenization in Europe from the issuer’s side: which framework applies to your token, what the EU harmonises, what each member state decides, and why the Spanish route can be contracted today.

## The first decision: what your token contains under EU law

The EU does not regulate “tokenization” as a category. It regulates what the token contains. If the token incorporates the rights of a financial instrument, a share, a bond or a fund unit, it is a security token and the securities framework applies, whatever the technology underneath (Annex I, [Directive 2014/65/EU, MiFID II](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32014L0065)).

Tokens that carry none of those rights fall under MiCA, the EU crypto-asset regulation. MiCA expressly excludes crypto-assets that qualify as financial instruments, so a security token is never a MiCA asset (art. 2.4, [Regulation (EU) 2023/1114](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32023R1114)).

The boundary is not always obvious. ESMA published guidelines on when a crypto-asset qualifies as a financial instrument, applicable since 19 March 2025 ([ESMA75-453128700-1323](https://www.esma.europa.eu/document/final-report-guidelines-conditions-and-criteria-qualification-crypto-assets-financial)). The working rule for issuers: analyse the rights the token grants before choosing technology, provider or jurisdiction.

### Decision table: MiFID II, MiCA or DLT Pilot Regime

| What the token contains | Framework | Offer document | Supervisor in Spain |
| --- | --- | --- | --- |
| Share, bond or fund unit (Annex I, MiFID II) | MiFID II plus national securities law (Law 6/2023 in Spain) | Prospectus or exemption (Regulation (EU) 2017/1129) | CNMV |
| No financial-instrument rights (utility, asset-referenced, e-money token) | MiCA | Crypto-asset white paper | CNMV or Banco de España, depending on token category |
| The question is infrastructure, not the token | DLT Pilot Regime | Not an offer regime; it authorises platforms | CNMV |

One caution before moving on. A “utility” token that promises returns, or a real-estate token that distributes rental income, may embed economic rights that turn it into a financial instrument. The commercial label is irrelevant; the rights decide. When in doubt, apply the ESMA guidelines and obtain a legal analysis before structuring anything.

### The DLT Pilot Regime is not a third route for issuers

The Pilot Regime creates experimental market infrastructures: trading and settlement systems that run on distributed ledgers under temporary exemptions from certain rules. It authorises platforms, not issuances ([Regulation (EU) 2022/858](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32022R0858)). For an issuer, the Pilot Regime answers where the token may trade after issuance, never how to issue it.

Decision for this section: if your token grants dividends, interest or participation rights, MiFID II governs everything that follows in this article. If it grants none, MiCA is your route and the rest of this map does not apply to you.

## What the EU harmonises and what each member state decides

The EU harmonises four layers: the classification of the instrument (MiFID II), the offer documentation (Prospectus Regulation), DLT market infrastructures (Pilot Regime) and crypto-assets without financial-instrument rights (MiCA). One layer remains national: how the tokenized security is legally represented and who keeps its register. The same tokenized bond is registered under a different figure in Madrid, Frankfurt, Paris or Luxembourg, even when its prospectus and classification are identical.

| Member state | Registration figure | Legal basis | Supervisor |
| --- | --- | --- | --- |
| Spain | ERIR (registry entity for DLT-represented securities) | Law 6/2023 and RD 814/2023 | CNMV |
| Germany | Crypto securities registrar under the eWpG | Electronic Securities Act (eWpG), 2021 | BaFin |
| France | DEEP (shared electronic recording device) for unlisted securities | 2017 blockchain ordinance, ratified by the 2019 PACTE law | AMF |
| Luxembourg | Control agent for DLT-issued dematerialised securities | Blockchain laws adopted from 2019 onwards | CSSF |

### Spain: the ERIR

Spanish law allows shares, bonds and fund units to be represented on distributed-ledger systems. A qualified registry entity, the ERIR, must keep the register of those securities. Think of it as the digital notary of the tokenized record (art. 8, [Law 6/2023](https://www.boe.es/eli/es/l/2023/03/17/6/con)).

The regulatory detail arrived with Royal Decree 814/2023, which sets the requirements and obligations of the ERIR ([RD 814/2023](https://www.boe.es/buscar/act.php?id=BOE-A-2023-22764)). The first ERIR authorised by the CNMV, URSUS-3 Capital, A.V., received its authorisation in November 2024. From that date the figure stopped being a promise on paper and became a service an issuer can contract. The full detail of the figure is in our guide [what is an ERIR](https://hokenfi.com/en/what-is-an-erir/).

### Germany, France and Luxembourg: same logic, different figure

Germany’s Electronic Securities Act of 2021 (eWpG) permits issuing certain securities in electronic registers, including crypto securities registers kept on distributed ledgers by a licensed registrar, under BaFin supervision. France has admitted the recording of unlisted securities in a shared electronic recording device, the DEEP, since its 2017 blockchain ordinance, ratified by the 2019 PACTE law, with the AMF as supervisor. Luxembourg has amended its securities laws several times since 2019 to admit DLT issuance and added the control agent as an alternative to the central account keeper, under CSSF supervision.

The pattern is constant across the four countries. The EU fixes what the instrument is; each state decides how it is inscribed. Practical consequence: choosing the law that governs your shares or bonds also chooses the registration figure. Entering the European market starts with picking one specific member state.

### What this means for your secondary market

The national law of the security conditions its later life. A security registered with a Spanish ERIR can be admitted to DLT Pilot infrastructures without changing its national law. But there is no registry passport: moving an issuance from one national figure to another means restructuring it, not filing a notification. Choose your member state with the token’s future trading in mind, not just the issuance date.

## The prospectus passport: one approval, the whole internal market

Distribution is where harmonisation works in the issuer’s favour. A prospectus approved by the supervisor of your home member state is valid in any other EU state through a notification between supervisors, with no second approval and no substantive review at destination (arts. 24-25, [Regulation (EU) 2017/1129](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32017R1129)).

Many issuances need no prospectus at all. Since 5 June 2026 the general exemption threshold is 12 million euros raised over 12 months, and each member state may lower it to 5 million ([Regulation (EU) 2024/2809, Listing Act](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32024R2809)). For a mid-sized first issuance, the right question is not “how do I draft a prospectus” but “do I need one”. The thresholds, the investor-based exemptions and the notification mechanics are covered in our guide to the [EU prospectus passport for security tokens](https://hokenfi.com/en/eu-prospectus-passport-security-tokens/).

Keep the scope of the passport clear: the prospectus travels; the register does not. An issuance inscribed with a Spanish ERIR remains a Spanish issuance even if its investors sit in Lisbon or Milan.

Decision for this section: if you plan to raise in more than one country, establish early whether you will operate under exemption or with a passported prospectus. That choice drives both calendar and budget.

## Why the Spanish route is operational today

On paper, almost every member state offers a tokenization regime. The practical difference is what already works with authorisations granted. Spain has two recent, verifiable milestones.

- **A working register.** URSUS-3 Capital, A.V., the first ERIR, was authorised in November 2024. An issuer can contract the registration of a tokenized issuance inside CNMV-supervised circuits today.
- **An authorised market infrastructure.** The CNMV authorised the first Spanish DLT-TSS, Securitize Europe Brokerage and Markets, S.V., on 26 November 2025 under the Pilot Regime. A DLT-TSS combines trading and settlement of tokenized securities on distributed ledgers (Regulation (EU) 2022/858).

Both milestones sit alongside an identified supervisor for security tokens (the CNMV) and access to the prospectus passport from any Spanish approval. The step-by-step circuit, from qualifying the instrument to the ERIR entry, is described in [how to issue a security token in Spain](https://hokenfi.com/en/how-to-issue-a-security-token-in-spain/). If you are comparing entry points as a foreign issuer, start with [issuing security tokens in Europe from Spain](https://hokenfi.com/en/issue-security-tokens-in-europe/).

## How to decide your entry point

The sequence that avoids rework has four steps.

1. **Qualify the instrument.** Compare the token’s rights against Annex I of MiFID II and the ESMA guidelines. This answer fixes the whole framework.
2. **Choose the registration state.** The national securities law determines the registry figure: ERIR in Spain, crypto securities registrar in Germany, DEEP in France, control agent in Luxembourg. A figure with granted authorisations weighs more than a theoretical one.
3. **Decide prospectus or exemption.** Compute your 12-month fundraising total and compare it with the threshold in each state where you will offer.
4. **Design the distribution.** If you exceed thresholds or raise in several countries, a passported prospectus is usually the lowest-friction route.

**Map your issuance to the right European framework before committing to a jurisdiction.** Run the [2-minute issuance assessment](https://hokenfi.com/diagnostico-de-emision/) or [request a proposal](https://hokenfi.com/solicita-propuesta/).

*This content is educational. It is not legal, tax or investment advice. Always check the current version of each rule on BOE and EUR-Lex.*