A family office considering bringing co-investors into its real estate portfolio, an asset manager that wants to digitalize the registry of a vehicle, and a developer financing its next project share the same question: how to turn an asset into shares, bonds, or units issued on blockchain with full legal effect. The framework that allows it is national. For the Madrid issuer there is also a practical peculiarity: the supervisor, the first authorized registry entity, and a good part of the specialized law firms operate from its city. This article reviews what is being tokenized in Madrid, how the legal process works, and who is involved in it (Ley 6/2023).
If you start from scratch, begin with the asset tokenization guide for companies and come back: this piece assumes that base and gets down to the Madrid terrain.
What Madrid's issuer ecosystem tokenizes
Madrid concentrates three issuer profiles with different motivations. The table summarizes what asset each one contributes, what instrument they usually issue, and what decision tokenization solves.
| Issuer profile | Starting asset | Typical instrument | Decision it solves |
|---|---|---|---|
| Real estate developer | Prime project or building | Project debt or shares of the vehicle | Finance without expanding the bank pool |
| Family office | Real estate or investee portfolio | Shares or bonds of the holding vehicle | Bring in co-investors without selling the asset |
| Asset manager or investment vehicle | Units of the fund or vehicle | Units represented on DLT | More direct registration and distribution |
| Company with a need for debt | Cash flow that supports financing | Tokenized bonds or debentures | Diversify away from bank credit |
A clarification that prevents misunderstandings: in real estate, the building is not tokenized; what is tokenized is the financial instrument of the vehicle that holds it, whether project debt or shares in the company. If the token embeds rights to a share, a bond or an interest, it is a financial instrument. Securities market regulations then apply, and the issuance falls outside MiCA (Annex I, MiFID II; art. 2.4, Regulation (EU) 2023/1114).
The two most established verticals in Madrid's business fabric have their own guides: tokenization for real estate developers and tokenization for funds and asset managers.
The legal circuit is headquartered in Madrid
A tokenized issuance in Spain rests on two pieces. Ley 6/2023 allows shares, bonds and interests to be represented through systems based on distributed ledger technology. Its article 8 requires appointing an ERIR, the entity responsible for registration and record-keeping: the digital notary that certifies who holds each token (art. 8, Ley 6/2023).
The ERIR regime, with its requirements, obligations and supervision, is developed in RD 814/2023. The first ERIR authorized by the CNMV was URSUS-3 Capital, A.V., in November 2024. The details of this role are in what an ERIR is (RD 814/2023).
Supervision corresponds to the CNMV, based in Madrid. For the Madrid issuer, that means the supervisor of its issuance, the market's first registration entity and the leading financial regulation law firms are one metro ride away. That proximity makes in-person meetings easier when the deal calls for them. No procedure requires it: processing is electronic and the circuit works the same from any province.
On the amount, the threshold that drives the decision is the prospectus threshold. Offers of up to 12 million euros over 12 months are exempt from a prospectus as of 5 June 2026, although each Member State can set that limit at 5 million. Above that, a prospectus approved by the CNMV, passportable to the rest of the EU (Regulation (EU) 2017/1129; Regulation (EU) 2024/2809).
The complete state of the Spanish market, with authorized entities and the regulatory calendar, is in the report on regulated tokenization in Spain 2026.
Who the Madrid issuer works with
It is advisable to define roles before contracting anything. HokenFi is the technology platform: the software with which the issuer structures the issuance, creates the tokens and manages the life of the security. It is based in Málaga, part of the Unknown Gravity group and is not an entity authorized by the CNMV. The regulated circuit is covered with partners at each stage.
- URSUS-3 Capital, A.V.: securities agency and first ERIR authorized by the CNMV, in November 2024. It keeps the register of holders of the issuance.
- Ramón y Cajal Abogados: law firm based in Madrid with a practice in securities markets and financial regulation.
- Asensi Abogados: legal advice on the transaction and its documentation.
Not every issuance needs every link. Which entity is involved in each case is detailed in the guide to how to issue a security token in Spain.
The process, step by step
- Structuring. Define the asset, instrument (share, bond or interest), issuing vehicle and amount. Here it is decided whether there will be a prospectus or an information document.
- Legal documentation. The law firm prepares the terms of the issuance and the contracts. If the amount requires it, also the prospectus for approval by the CNMV (Regulation (EU) 2017/1129).
- Appointment of the ERIR. It is the mandatory piece: without a registration entity there are no shares or bonds represented on DLT (art. 8, Ley 6/2023).
- Technical issuance. Token creation, investor verification (KYC) and transfer rules programmed into the contract itself.
- Placement. If there is active marketing among investors, an authorized investment services company is involved.
- Life of the security. Coupon or dividend payments, meetings, transfers and continuous reconciliation of the register.
Each step has its own dependencies and timelines vary with each transaction. Be wary of fixed deadlines promised before the issuance is known.
What changes by issuing from Madrid (and what does not)
The ecosystem changes. The Madrid issuer can sit down in the same week with its law firm, with the registration entity and, if the transaction justifies it, with the supervisor. The procedure does not change: same national framework, same prospectus thresholds and same remote process as in any other city. The relevant decision is not geographic: it is which instrument is issued, for what amount and for which investors (Ley 6/2023; RD 814/2023).
If your family office, management company or promoter is considering a tokenized issuance, size it before contracting anything. Run the issuance assessment (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
Does an issuer have a regulatory advantage by being in Madrid, close to the CNMV?
No regulatory advantage: the Ley 6/2023 framework is national and the CNMV processes electronically. The advantage is ecosystem-related. Securities market law firms, the first authorized ERIR and the supervisor itself operate from Madrid, which makes in-person meetings easier in complex transactions without changing a single step in the process.
What assets are being tokenized in Madrid?
The usual profiles in Madrid's ecosystem are prime real estate, through project debt or shares in the holding vehicle, corporate debt bonds and units in funds or investment vehicles. In all cases, the financial instrument is tokenized, not the physical asset, and securities market regulations apply under CNMV supervision.
Is it mandatory to appoint an ERIR to issue from Madrid?
Yes. Article 8 of Ley 6/2023 requires appointing an entity responsible for registration and record-keeping to represent shares, bonds or units in distributed ledgers, with the regime developed by RD 814/2023. The first ERIR authorized by the CNMV was URSUS-3 Capital, A.V., in November 2024.
