The prospectus and the issuance document are not the same. The prospectus is the document approved by the CNMV when the offer does not fit any exemption. The issuance document describes the securities and their terms, and in an issuance represented through a distributed register it is necessary regardless of the prospectus.
Your advisor asks you for “the prospectus” before issuing the token. Your developer talks about “the issuance document.” And you don’t know if they are the same, if you need one, the other, or both. They are not the same. Confusing them can get you into a procedure with the CNMV that may not apply to you, or leave you without a document that is always mandatory.
This guide separates the two documents. What each one is, when you need it, and how to avoid the prospectus with an exemption. For issuers of tokenized securities in Spain, under Ley 6/2023 (LMVSI) and Regulation (EU) 2017/1129.
The short answer
You need the issuance document whenever you represent your security through distributed ledger technology. You only need the CNMV prospectus if you make a public offering without an exemption. They are two different levels. One governs the registration of the security (the “technical data sheet” of the token); the other governs its sale to the public (the “sales permit”). You may need only the first, or both. Never only the prospectus without an issuance document.
What the issuance document is
The issuance document is the text that sets out the terms of the security when you represent it through distributed ledger technology (DLT). It is the token’s technical data sheet: what rights it grants, how the registry works, what rules transfers follow. The issuer drafts it. The CNMV does not approve it.
The law requires it to represent transferable securities through systems based on DLT (art. 7 LMVSI, Ley 6/2023). Without it, there is no security represented on-chain. That is why it is mandatory in every issuance of a tokenized security on DLT, whoever you sell to.
What it contains
It includes the issuer’s identification, the characteristics of the security, the rights it grants, and the rules of the registry: how ownership is recorded and how it is transferred. It is linked to the ERIR, the entity that keeps that registry with full legal effect (art. 8 LMVSI). The ERIR is the digital notary of the registry: it certifies who owns each token. The issuance document is the contract that the ERIR applies.
What it means for you
If you issue a tokenized security in Spain, this document is not optional. You need it even if you sell to a single qualified investor, even if you do not make a public offering, even if you place it privately. It is the basis for the registration of the security, not for its sale. You have the details of the process in our guide on how to issue a tokenized security in Spain.
What the CNMV prospectus is
The prospectus is the document that informs investors when you offer securities to the public, and that the CNMV approves before the offering. It is the permit to sell to the public. It details risks, terms of the offering, and issuer data, in a regulated format, so that any investor can decide with complete information.
Regulation (EU) 2017/1129 requires it when there is a public offering of securities. Unlike the issuance document, this one does go through the CNMV: the supervisor reviews and approves it before you can offer. Without that approval, you cannot make the public offering.
What it means for you
The prospectus is expensive and slow. It involves supervisor review, legal advice, and deadlines. That is why most issuers look to qualify for an exemption and avoid it. The good news: the prospectus is not always mandatory. The issuance document is.
When you need each one
The issuance document goes with the security; you need it in every issuance on DLT. The prospectus goes with the public offering; you only need it if you offer to the public and there is no exemption.
Think about two separate questions. First: do I represent my security on DLT? If the answer is yes, you need an issuance document (art. 7 LMVSI). Second: am I making a public offering without an exemption? If the answer is yes, you also need a prospectus (Regulation (EU) 2017/1129).
The three typical scenarios
Private placement to qualified investors: issuance document yes, prospectus no (falls under exemption). Offering to fewer than 150 investors per country: issuance document yes, prospectus no (falls under exemption). Broad public offering, above the thresholds and without exemption: issuance document yes, prospectus yes. In all three cases, the issuance document is never missing.
How to avoid the prospectus with an exemption
You avoid the prospectus if your offering falls under any of the exemptions in art. 1.4 of Regulation (EU) 2017/1129, or if it remains below the aggregate threshold. The issuance document remains mandatory; what you avoid is the procedure before the CNMV.
The exemptions issuers use most
Offering directed only to qualified investors. Offering directed to fewer than 150 natural or legal persons per Member State, not counting qualified investors. And the amount-based exemption: offerings below the aggregate threshold over 12 months. With the Listing Act (Regulation (EU) 2024/2809), that threshold is harmonized at 12 million euros per issuer over 12 months, with each Member State having the option to set it at 5 million (art. 1.4 Regulation (EU) 2017/1129; Regulation (EU) 2024/2809).
What it means for you
Design the offering so it fits an exemption from the start: who you sell to, how many investors, how much you raise over 12 months. If you plan it well, you save yourself the prospectus. But confirm the current thresholds and the option Spain has taken before closing the structure: the national figure may not be the harmonized one. Check in the BOE and EUR-Lex.
Comparison table
| Issuance document | CNMV prospectus | |
|---|---|---|
| What it is | Fact sheet for the security on TRD: terms, rights and registry rules | Investor information document for the public offering |
| When | Whenever you represent the security through TRD | Only if there is a public offering without exemption |
| Who approves it | The issuer drafts it; the CNMV does not approve it (linked to the ERIR) | The CNMV approves it before the offering |
| Legal basis | Art. 7 LMVSI (Ley 6/2023) | Regulation (EU) 2017/1129 |
| What happens if it is missing | There is no security validly represented on-chain | You cannot make the public offering; irregular offering |
What to do now
Separate the two questions before talking to anyone. Am I representing the security on TRD? Then you need an issuance document, always. Am I making a public offering? Check whether you fall under an exemption before assuming you need a prospectus.
To understand the full issuance process and the role of the registry, read how to issue a security token in Spain and what an ERIR is. If you are coming from further back, review what asset tokenization is. And for the terms that appear here, you have the glossary.
Frequently asked questions
Are the issuance document and the prospectus the same thing?
No. The issuance document sets out the terms of the security on TRD and you always need it (art. 7 LMVSI). The prospectus informs the investor in a public offering and you only need it if there is no exemption (Regulation (EU) 2017/1129).
Do I need the prospectus if I sell only to qualified investors?
No. An offering directed only to qualified investors is exempt from the prospectus (art. 1.4 Regulation (EU) 2017/1129). You still need the issuance document.
Does the CNMV approve the issuance document?
No. The issuance document is drafted by the issuer and is linked to the ERIR (art. 8 LMVSI). The CNMV approves the prospectus, not the issuance document.
Up to what amount can I offer without a prospectus?
Below the aggregate threshold over 12 months. With the Listing Act (Regulation (EU) 2024/2809), it is harmonized at 12 million euros per issuer, with a Member State option of 5 million. Confirm the current figure in Spain in BOE and EUR-Lex.
Could I need a prospectus without an issuance document?
No. If you represent the security using DLT, the issuance document is mandatory. The prospectus is added on top when there is a public offer without an exemption, but it never replaces it.
What happens if I make the offer without the prospectus when it was required?
It would be an irregular public offer, with consequences before the supervisor. That is why it is advisable to confirm beforehand whether you fall under an exemption or whether you need the prospectus.
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), BOE-A-2023-7053, art. 7 (representation through DLT), art. 8 (ERIR).
Regulation (EU) 2017/1129 of the European Parliament and of the Council (prospectus), CELEX 32017R1129, art. 1.4 (prospectus exemptions).
Regulation (EU) 2024/2809 (Listing Act), CELEX 32024R2809, aggregate prospectus exemption threshold (12 M€, Member State option 5 M€).
