In Spain almost any asset can be tokenized, but the asset itself is almost never tokenized: what is issued is a negotiable security that incorporates rights over that asset, usually through a corporate vehicle that holds it on its balance sheet. That distinction determines the applicable regulation and the entire structure.
You have an asset on the balance sheet. A warehouse, a bond portfolio, a building under construction, the shares of your company. And you ask yourself whether it can be tokenized in Spain and under what legal form. The short answer is that almost everything can be tokenized, but almost never the asset itself: you tokenize a transferable security (a right that circulates like a share or a bond) or the vehicle that holds the asset. The legal form takes precedence over the technology. This guide organizes assets by categories so you can place yours: which go direct, which have nuances and which cannot be tokenized due to legal limits.
What can be tokenized: financial instruments and vehicles, not the physical asset
What is tokenized in Spain with clear legal coverage is the financial instrument represented as a security token (a digital value that lives on a distributed registry, the blockchain that acts as a shared ledger). Shares, bonds and fund units fit there. The rest of assets (a property, a commodity, a work of art) are not tokenized directly: the company that owns them or the economic right they generate is tokenized. The token is the medium; the underlying right continues to be governed by its usual rules.
The framework is the Ley de los Mercados de Valores y de los Servicios de Inversión, the LMVSI (Ley 6/2023), which recognizes securities represented by distributed ledger technology and requires an entity responsible for registration and record-keeping, the ERIR (the guardian of the on-chain holder register). As of 2026, the first ERIR authorized by the CNMV is Ursus-3 Capital (Ley 6/2023, art. 8; RD 814/2023). As financial instruments, these tokens fall outside MiCA, the European crypto-asset regulation, because MiCA excludes what is already regulated by MiFID II (EU Regulation 2023/1114, art. 2.4 and recital 9).
What it means for you: if your asset fits as a share, debt or fund unit, you play in the field of the CNMV and MiFID II, not in that of crypto-assets. That gives legal certainty, but also securities market obligations. You have the full context in the 2026 asset tokenization guide for companies.
Capital: S.A. and SPV shares (direct route)
Shares of a public limited company are transferable securities by nature. They are represented as a security token and circulate like any book-entry share, except that the register lives on-chain. It is the cleanest route for equity tokenization in Spain.
S.A. shares
You tokenize existing shares or issue a new series represented in the distributed ledger system. The share's legal regime does not change: general meeting, dividends, transfer. What changes is the registry medium. Process details in the guide to share tokenization in Spain.
SPV as a vehicle
When the asset is not financial (a property, a fleet, a plant), you incorporate a special purpose public limited company, the SPV (a corporate shell that contains only that asset) and tokenize its shares. The investor does not buy the brick: they buy a portion of the S.A. that owns it.
Debt: bonds, promissory notes and loans (direct route)
Debt tokenizes well because a bond is already a negotiable security. You issue the bond represented as a security token and the coupon, maturity and priority work the same as in a traditional issuance.
Bonds and debentures
Fixed income issuance represented on-chain, with the ERIR keeping the register of bondholders. It fits squarely within the LMVSI. We cover it in the guide to debt and bond tokenization in Spain.
Promissory notes and securitized loans
The right to collect is structured as a security and tokenized. Here the nuance is the design of the instrument: the economic right must be well defined and transferable as a security, not as a simple bilateral contract.
Funds and IIC: units (direct route with nuances)
Units in funds and collective investment institutions, the IIC (the vehicles that pool money from many investors) are financial instruments and can be tokenized. The nuance is not in the tokenization but in the regime of the fund itself: authorization, depositary, management company. Technology adds to those rules, it does not replace them.
Real estate: only via a company (grey area for the direct asset)
You cannot tokenize a property directly. Ownership of real estate in Spain is transferred by title and mode: the contract plus delivery (Código Civil, arts. 609 and 1462), and enforceability against third parties goes through the Property Registry. A token is not title or mode, nor does it register in the Registry. What is tokenized is the SA or the SPV that owns the property.
How it is done in practice
You put the property into a public limited company and tokenize its shares. The investor enters the company, not the property. The distribution of income and capital gains comes via dividends. The expensive and slow part of the project is not the chain: it is the corporate vehicle and its taxation.
What it means for you: if you sell «tokens of a building» without a company behind it, you are not transferring real estate property, and that is a legal problem, not a detail. Structure the vehicle first. You have the route in the guide to real estate tokenization in Spain for developers and funds.
Real assets: commodities, art, IP, energy and machinery (via economic right)
None of these assets is tokenized by itself. You tokenize the vehicle that contains them or the economic right they generate, structured as a security.
Commodities and energy
The contract over the flow is tokenized (a right to collect on the production of a plant, for example) or the shares of the owning company, not the physical tonne or kilowatt.
Art and IP
The painting or the patent is contributed to a company and its shares are tokenized, or the royalty right structured as a financial instrument is tokenized. The work does not change hands because of the token; the participation in whoever owns it does.
Machinery and equipment
Same logic: tokenization falls on the owning SPV or on the asset's income flow (a leasing, a rental), never on the machine itself.
What cannot be done: shares in an SL and tokens without economic right
Two legal limits that should be clear before designing anything.
Shares in an SL: never as a negotiable security
Shares in a limited liability company cannot be represented by negotiable securities or called shares (Ley de Sociedades de Capital, art. 92.2). Therefore they are not tokenized as a security token. If you want to tokenize your capital, you convert the SL into an SA. There is no shortcut.
Utility or access tokens without economic right
A token that only gives access to a service or product, without right to profit, dividend or collection, is not a financial instrument. It does not fall under the LMVSI: it falls under MiCA as a crypto-asset. It is another regime, another authorization and another supervisor. If your token distributes economic value, it is a security token; if it only opens a door, it is utility.
Table by asset category
| Category | What is tokenized | Legal route | Status |
|---|---|---|---|
| S.A. shares | The shares themselves | Security token, LMVSI + MiFID II | Feasible |
| SPV (non-financial asset) | Shares of the owning SA | Security token, LMVSI | Feasible |
| Bonds and debt | The fixed-income security itself | Security token, LMVSI | Feasible |
| Funds and collective investment schemes | Units | Security token + fund regime | Viable with caveats |
| Real estate | The owning SA/SPV, not the property | Company + Land Registry | Grey (only via a company) |
| Commodities, energy | Economic right or company | Security over the cash flow / SPV | Grey (via a vehicle) |
| Art, IP, machinery | Company or royalty/income right | SPV / security over the right | Grey (via a vehicle) |
| Interests in an S.L. | Nothing as a transferable security | Prohibited (art. 92.2 LSC); use SA | Not viable |
| Utility token with no economic right | Access, not a security | MiCA, not LMVSI | Outside security token |
What to do now
Locate your asset in the table and follow the corresponding route.
- If you have a SA, your path is direct: check the share tokenization.
- If you are going to issue debt, look at the debt and bond tokenization.
- If your asset is a property, start with the corporate vehicle using the real estate guide.
- If you have an SL, plan the conversion to SA before tokenizing anything.
- Start with the concepts in the glossary and the general framework in the 2026 guide.
Frequently asked questions
Can I tokenize my house or a commercial unit directly?
No. Real estate property is transferred by title and mode and registered in the Land Registry (Código Civil, arts. 609 and 1462). You tokenize the company that owns the property, not the property itself.
Can I tokenize the ownership interests of my SL?
Not as a transferable security. The Ley de Sociedades de Capital prohibits representing SL ownership interests through securities or calling them shares (art. 92.2 LSC). To tokenize capital, convert the SL into an SA.
Does the tokenization of financial instruments fall under MiCA?
No. MiCA excludes crypto-assets that are financial instruments, which remain under MiFID II and the LMVSI (Regulation (EU) 2023/1114, art. 2.4). If your token grants an economic right, it is a security token, not a MiCA crypto-asset.
What is the difference between a security token and a utility token?
A security token incorporates an economic right (dividend, coupon, payment) and is governed by the LMVSI. A utility token only gives access to a service, with no right to profit, and is governed by MiCA. They are different regimes with different supervisors.
Do I need a special entity to register the tokens?
Yes. Tokenized securities require an entity responsible for registration and record-keeping, the ERIR (Ley 6/2023, art. 8). As of 2026, the first one authorized by the CNMV is Ursus-3 Capital.
Can commodities or art be tokenized?
Not the physical asset. What is tokenized is the company that owns it or the economic right it generates, structured as a security. The painting or the tonne does not change owner because of the token; the ownership interest in the vehicle does.
Notice
Informational content. It does not constitute legal, tax or investment advice. HokenFi is a software and infrastructure provider; it does not provide regulated services. Check the current version of the rules cited in the BOE and EUR-Lex.
Cited regulations
- Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión (LMVSI), Art. 8.
- Real Decreto 814/2023, de desarrollo de la LMVSI.
- Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital (LSC), art. 92.2.
- Real Decreto de 24 de julio de 1889, Código Civil, arts. 609 and 1462.
- Regulation (EU) 2023/1114 (MiCA), art. 2.4 and recital 9.
- Directive 2014/65/EU (MiFID II).
