A corporate bond is debt issued by a company in the form of securities: whoever buys it lends money and receives in exchange periodic interest, the coupon, and repayment of the principal at maturity. For the issuer it is alternative financing to banks, with amount, term and conditions designed by the company itself.
What exactly is a corporate bond
Each bond is a security identical to the others in its series, defined by four data points: principal, coupon (fixed or variable), maturity date and order of payment in case of insolvency. The issuance may carry guarantees or rely solely on the issuer's solvency.
Amortization is also agreed: single repayment at maturity or in periodic installments. Together with the coupon, that schedule defines the cash profile the issuer will have to meet each year. Map it out before setting the issuance amount, not after.
The difference with a loan is in the form, and form has consequences. A loan is a contract with a bank; a bond is a security issued in series that many investors buy and that can be transferred or listed on a market. That transferability is what allows diversifying financiers.
Why a company issues bonds
The recurring reasons: reducing bank dependence, extending terms beyond what traditional financing offers, raising amounts that a single bank will not assume and building a track record as an issuer for future transactions. All without giving up equity or giving anyone a seat on the board.
The trade-off is the fixed costs of structuring the issuance: advisors, documentation, registration and, where applicable, market. Below a certain amount, those costs weigh too heavily. The criterion: compare the total cost of the issuance with the best bank offer at equivalent term, not with the coupon in isolation.
How a classic issuance in Spain works
The usual scheme has four steps. The competent body approves the issuance and its conditions. Documentation is prepared and, in certain issuances, the law requires setting up a bondholders' syndicate with its commissioner. The securities are represented by book entries. If liquidity is sought, admission to trading is requested, for example on the MARF.
The prospectus deserves a separate paragraph. A public offering requires a prospectus approved by the CNMV, unless exempt. As of 5 June 2026, following the Listing Act, offerings of up to 12 million euros over 12 months are exempt, with each State having the option to lower that threshold to 5 million (Regulation (EU) 2017/1129, amended by Regulation (EU) 2024/2809). When it is needed and what it contains is explained in what the CNMV prospectus is; threshold changes, in what the Listing Act is. Before ruling out an issuance because of the prospectus, check whether your amount falls within the exemption.
What changes if the bond is tokenized
The legal nature does not change: a tokenized bond remains a transferable security, with the same issuance regime and the same supervision. What changes is the form of representation: instead of book entries, a system based on distributed ledger technology (art. 6 of the Ley 6/2023).
That registry is kept by an ERIR, the entity responsible for registration and recording, the digital notary of the issuance (art. 8 of Ley 6/2023, developed in RD 814/2023). The first ERIR authorized in Spain was URSUS-3 Capital, A.V., in November 2024. What it does and how it intervenes in the issuance is in what an ERIR is.
For the issuer, the tokenized route concentrates ownership and the flows of the issuance in a single registry, and allows automating coupon and amortization payments on the system itself. The complete process, with steps and agents, is in tokenization of debt and bonds in Spain. The reasonable decision: first define amount, term and target investors; then choose the form of representation by comparing registration and operational costs.
Related: CEBURES in Mexico.
Is your company considering issuing bonds and unsure whether to go the classic route or the tokenized one? Take the issuance diagnostic (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
What is the difference between a corporate bond and a bank loan?
The loan is a bilateral contract with a bank. The bond is a security issued in series: many investors buy identical securities that can be transferred or listed on a market. For the issuer, the bond diversifies lenders and extends maturities; in exchange, structuring the issuance has fixed costs that the loan does not.
Is a prospectus required to issue corporate bonds?
Only in public offerings and above the exemption thresholds. As of June 5, 2026, following the Listing Act, offerings of up to 12 million euros over 12 months are exempt from the prospectus requirement, with each State having the option to lower the threshold to 5 million. Many issuances aimed at qualified investors do not require one either.
Is it legal to issue tokenized bonds in Spain?
Yes. Ley 6/2023 allows negotiable securities, including bonds, to be represented through systems based on distributed ledger technology. The registry is maintained by an authorized entity, the ERIR, under the regime developed in RD 814/2023. The first authorized ERIR was URSUS-3 Capital, A.V., in November 2024.
