Uruguay is one of the few countries in Latin America with a law that recognizes tokenized securities: Law 20.345, approved in September 2024, created book-entry securities on a decentralized registry and placed virtual asset service providers under the Central Bank. The operational regulation, however, is still under development.
What Law 20.345 says and what remains to be regulated
The Uruguayan virtual asset law did three relevant things for an issuer. First, it defined the financial virtual asset as a digital representation of value or contractual rights that can be stored, transferred and traded electronically through distributed ledger technologies. Second, it created a new category within the securities regime: book-entry securities on a decentralized registry, that is, securities represented by entries that are issued, stored and transferred on distributed ledgers, substantially equivalent to traditional book-entry securities. Third, it amended the charter of the Central Bank of Uruguay (BCU) so that its Superintendency of Financial Services authorizes and supervises virtual asset service providers (VASPs).
That is the substantive law. The operational part lags behind: the BCU submitted a draft regulation to public consultation in August 2025 to regulate VASPs, with prior authorization for those operating with financial virtual assets and a registry for services involving non-financial assets. A later law expanded the BCU's regulatory perimeter and required the proposal to be reformulated, with a new version expected in 2026. In practice, this means that a Uruguayan issuer already has a legal basis for a tokenized security, but the application window, intermediary licenses and the specific requirements for registrars are still being defined.
This framework should not be confused with general liberalization: the issuance of securities through public offering in Uruguay remains subject to securities market regulations and BCU supervision, and the virtual asset law does not exempt from any of that. What it does is give legal form to the tokenized medium, which is precisely what most countries in the region lack.
What an issuer can do without leaving Uruguay
| Local route | What it is for | Actual status |
|---|---|---|
| Traditional securities issuance | Shares or negotiable bonds with public offering supervised by the BCU | Operational, with limited depth in the local market |
| Book-entry security on a decentralized registry | Issue the security directly on a distributed ledger with legal recognition | Legal figure in force in the law; operational viability subject to BCU regulation and the existence of authorized entities |
| Private placement | Rounds aimed at qualified investors without a public offering | Operational; limited liquidity and reach |
The Uruguayan capital market is institutionally solid but small in volume, and most local demand is concentrated in public debt and recurring issuers. For a mid-sized company that wants to place tokenized equity or debt among private investors, the problem is usually not the legal framework but the available investor base.
When the European route makes sense from Uruguay
Although Uruguay has the most advanced law in the Southern Cone on this matter, the Spanish route remains relevant in specific scenarios. Spain has regulated tokenized securities since 2023: Article 8 of Ley 6/2023 created the figure of the ERIR, the entity responsible for the registration and recording of securities on distributed ledger technology, developed by Real Decreto 814/2023. The first authorized ERIR was URSUS-3 Capital, A.V., in November 2024, and the public register of ERIRs makes it possible to verify who is authorized. These issuances fall outside MiCA, whose Article 2.4 excludes crypto-assets that are financial instruments; ESMA guidelines have applied to that classification since May 2025.
The three usual reasons for a Uruguayan issuer to look to Europe:
- Issuance window already operational. In Spain the full process works today: authorized ERIR, the supervisor's criteria published and issuances underway. In Uruguay part of that process depends on regulation that is still being finalized.
- Euro investor base. A Spanish issuance allows you to target investors across the EU. As of June 5, 2026, under the Listing Act, the prospectus exemption reaches 12 million euros per issuer in 12 months, enough for most mid-sized issuances without an approved prospectus.
- Multi-country scale. Above the exemption, a prospectus approved by the CNMV is passported to the rest of the EU. The Uruguayan market, by design, cannot offer a comparable network effect.
The usual structure is a Spanish special purpose vehicle that issues the tokenized security and channels the funds to the Uruguayan business. Nothing prevents Uruguayan investors from subscribing to that European issuance either: local law already recognizes the asset category, which simplifies the conversation with advisers and investors in the country itself. The full procedure is explained in the guide on how to issue a security token in Spain.
The process in brief for a Uruguayan company
- Decide the issuance jurisdiction. Uruguay if the target investor is local and the timeline allows waiting for the regulation; Spain if you want to operate now or raise in euros.
- Define the instrument. Debt, equity or economic rights over an asset. Classification as a financial instrument determines the documentation and the applicable regime.
- Set up the structure. For the European route, a Spanish special purpose vehicle with documented flows to Uruguay; for the local route, early coordination with the BCU and authorized intermediaries.
- Appoint the ERIR and prepare the documentation. Information document under the 12 million euro exemption or prospectus with European passport above that.
- Issue and administer the security. Placement, investor verification and management of corporate events throughout the life of the instrument.
How to decide
Uruguay plays in a different regulatory league than most of its neighbors: it has the legal category that Argentina lacks and a single, predictable supervisor. If the project is local, moderate in amount and not in a hurry, waiting for the BCU regulation and issuing at home is defensible. If the capital you are seeking is in Europe, or the timeline cannot depend on regulation under consultation, the Spanish route with an ERIR solves the same problem today with rules already published. The hub for Latin American issuers compares both routes with the rest of the countries in the series, including Chile, the region's other advanced framework.
Frequently asked questions
Does Uruguay allow issuing tokenized securities?
Yes at the legal level: Ley 20.345 created book-entry securities with decentralized registration, securities issued and transferred on distributed registries with legal recognition. At the operational level, the BCU regulation on virtual asset service providers is still being drafted, so the specific requirements for issuing and registering are not yet finalized.
Who supervises tokenization in Uruguay?
The Central Bank of Uruguay, through its Superintendency of Financial Services. Ley 20.345 assigned it the authorization and supervision of financial virtual asset service providers, in addition to the powers it already had over the securities market. There is no separate securities regulator, which simplifies the institutional map.
Why would a Uruguayan issuer use the Spanish route?
For operational reasons and reach. Spain has the full process working, with authorized ERIRs since November 2024, a prospectus exemption of up to 12 million euros since June 2026 and a European passport above that threshold. To raise in euros or issue without waiting for Uruguayan regulation, it is the route available today.
Do you issue from Uruguay and need an already operational issuance window for your tokenized security? Complete 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.
