Tokenizing debt makes it possible to raise financing without giving up equity: bonds or notes are issued represented through a distributed register, and the investor receives interest instead of becoming a shareholder. In Spain they are transferable securities subject to Ley 6/2023, with an issuance document and an ERIR that keeps the ownership register.
You need financing, but you don't want to give up equity or bring new partners onto the board. The classic route for that is debt: you issue bonds or promissory notes, the investor puts up the money and you repay with interest. The question is whether tokenizing that debt brings anything and how it's done in Spain in 2026. This article is for companies that prefer to take on debt rather than dilute: SMEs, developers, energy or infrastructure projects.
What is debt tokenization
Debt tokenization is representing a credit right on blockchain (a bond, a promissory note or an obligation) so that the investor acquires and manages it as a token, instead of through a traditional book-entry. The token includes the usual: the right to receive a periodic coupon and to recover the principal at maturity. What changes is the medium where it is recorded and transferred, not the nature of the right.
Since a bond is a financial instrument (Annex I, Section C, of MiFID II), its tokenized version is a security token: it is governed by Ley 6/2023 (LMVSI) and MiFID II, supervised by the CNMV and falls outside MiCA (art. 2(4)). If you are starting from scratch, start with what asset tokenization is.
Debt or equity: what you choose when tokenizing
The first decision is not technical, it is financial. Tokenizing debt and tokenizing shares solve different things:
| Dimension | Tokenized debt (bond) | Tokenized equity (share) |
|---|---|---|
| What you give the investor | A credit right (coupon + principal) | Ownership and dividends |
| Do you give up control? | No | Yes |
| Dilution? | No | Yes |
| Cost to you | The interest you pay | A share of future profits |
| Required vehicle | Any authorised legal entity | Mandatory S.A. (art. 92.2 LSC) |
| Repayment | Mandatory at maturity | No buyback obligation |
Practical rule: if the project generates cash to repay and you do not want to give up capital, debt fits better. If you want investors who take on the business risk in exchange for its upside, look at the tokenized equity.
One advantage on the debt side: the vehicle is more flexible
Here debt wins on simplicity. To tokenize shares you absolutely need a sociedad anónima, because article 92.2 of the Ley de Sociedades de Capital prohibits representing interests in an SL as a negotiable security. To issue debt, by contrast, any legal entity authorized to do so can do it: you are not obliged to transform your SL into an SA just to finance yourself.
What it means for you: if you are an SL today and need money quickly without restructuring your company, tokenized debt saves you the corporate detour that equity does require.
What you need to issue tokenized debt
- An issuance document describing the bond: amount, coupon, maturity, guarantees, priority ranking and what prevails if the legal contract and the smart contract conflict (art. 7 LMVSI).
- An ERIR that registers and records the securities with legal effects (art. 8 LMVSI; RD 814/2023). Without an ERIR there is no negotiable security. As of 2026, the first one authorized by the CNMV is Ursus-3 Capital. More in what an ERIR is.
- The right offering regime: a prospectus approved by the CNMV, or an exemption (offer to qualified investors, to fewer than 150 people per country, or below the aggregate threshold over 12 months; under the Listing Act, 12 M€ per issuer over 12 months, Member State option of 5 M€, from 5 June 2026).
- Horizontal compliance: anti-money laundering (KYC/AML), GDPR and, if you market online to consumers, consumer regulations.
The step-by-step procedure is the same as for any security token: you have it in how to issue a security token in Spain.
What the token does solve in a debt issuance
- Programmable coupons: interest payments are executed by code to bondholders' wallets, on the agreed date, without manual management.
- Live bondholder registry: who holds each bond at each moment, without mismatches.
- Transfer with rules: the token enforces restrictions (verified wallets, lock-ups) without relying on manual control.
- Traceability: continuous audit of the issuance by default.
Case: an energy project issues 4 M€ in 6-year bonds
Let's take a company that finances an energy plant with tokenized bonds at 6 years, fixed annual coupon, aimed at domestic qualified investors.
- Classification: bonds = financial instrument → security token, outside MiCA.
- Vehicle: the company itself or an SPV; an SA is not required if the vehicle is authorized to issue debt.
- Offering regime: qualified investors only → prospectus exemption (art. 1.4 Reg. 2017/1129). Information memorandum, not a CNMV prospectus.
- ERIR appointed and issuance document signed before the development of the smart contract.
- Smart contract: programmed coupon logic, restrictions on KYC-verified wallets, redemption mechanism at maturity.
- Collateral: the project's assets or cash flows can act as collateral; that goes in the issuance document, not in the code.
What it means for you: the slow part is not programming the coupons, it is the ERIR and the memorandum. Calculate in months, not weeks.
Risks to control
- Repayment capacity: debt must be paid. A programmed coupon does not fix a project that does not generate cash.
- Poorly defined guarantees and priority ranking: what each investor receives and in what order must be clear in the issuance document.
- Advertising without warnings: if you target retail investors, MiFID II and LMVSI conduct and marketing obligations are triggered.
- Smart contract without an audit or without defining what takes precedence between the legal contract and the code.
- Secondary liquidity that the market does not yet offer on a widespread basis.
What to do now
- If your project generates cash and you prefer not to dilute, tokenized debt is your route: follow the issuance procedure.
- If you are unsure between debt and equity, check the guide on tokenization of shares.
- If you get stuck with the terminology, you have the tokenization glossary.
Frequently asked questions
Can I issue tokenized debt from an SL?
Yes. Unlike equity, debt does not require a public limited company: any legal entity authorized to do so can issue it. The restriction in art. 92.2 of the LSC affects SL interests as a negotiable security, not the issuance of bonds or promissory notes.
Does a tokenized bond fall under MiCA?
No. A bond is a financial instrument, so its tokenized version falls under Ley 6/2023 (LMVSI) and MiFID II, supervised by the CNMV, and is excluded from MiCA by its Article 2(4).
What advantage does tokenizing debt have over a traditional bond?
Management: coupons paid by code, bondholder registry always up to date, and transfer restrictions built into the token itself. It doesn't change the legal obligations of the issuance, it simplifies them operationally.
Do I need an ERIR to issue tokenized bonds?
Yes. Any negotiable security represented on blockchain needs a designated ERIR to be valid as such (art. 8 LMVSI). As of 2026, the first one authorized by the CNMV is Ursus-3 Capital.
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. Verify the current version of the cited rules at BOE and EUR-Lex.
Cited regulations
- Regulation (EU) 2023/1114 (MiCA): CELEX 32023R1114 (art. 2.4).
- Directive 2014/65/EU (MiFID II): CELEX 32014L0065 (Annex I, Section C).
- Regulation (EU) 2017/1129 (Prospectus): CELEX 32017R1129 (art. 1.4).
- Regulation (EU) 2024/2809 (Listing Act): amends the prospectus exemption threshold.
- Ley 6/2023 de los Mercados de Valores y de los Servicios de Inversión (LMVSI): BOE-A-2023-7053 (arts. 7, 8).
- Real Decreto 815/2023: BOE-A-2023-22765 (official registers of the CNMV, cooperation and supervision of ESIs).
- RDLeg 1/2010, LSC: BOE-A-2010-10544 (art. 92.2).
- CNMV Circular 1/2024 - BOE-A-2024-27149, which repeals Circular 1/2022 on crypto-asset advertising as of 28 December 2024.
Related: subordinated and mezzanine debt · securitization vs tokenized issuance.
