Issue tokenized securities under French law.
In France, registration in a distributed ledger replaces book-entry and transfers ownership. No authorized registrar is required: the issuer or whoever it designates keeps it. With HokenFi you prepare the issuance and coordinate your law firm and your investors from a single account.
What French law allows.
Since 2018, the French Monetary and Financial Code allows securities to be registered in a distributed ledger. That registration counts as book-entry, and registration in favor of the buyer transfers ownership to them. It covers securities issued in France and subject to French law.
- Shares of joint-stock companies, such as SA and SAS.
- Negotiable debt and other debt securities.
- Units in investment funds.
Outside the pilot regime, the condition is that those securities are not in a central depository and that the issuer decides to register them that way. A security registered that way remains a financial instrument. MiFID II and French law apply to it, and MiCA excludes it.
FranceRegister of the issuer or its representative
SpainERIR
- FranceRegister of the issuer or its representative
- SpainERIR
Who keeps the register.
French law does not have a figure like the ERIR, nor an official list of registrars. The issuer itself or an agent it designates registers. If there is an agent, the issuer publishes its name and address in the official legal announcements bulletin (BALO).
The rule sets four conditions for registration.
- It ensures that entries are recorded and not altered.
- It makes it possible to identify, directly or indirectly, the holders and how many securities each one holds.
- It has a continuity plan with periodic external backup of the data.
- Each holder can obtain a statement of their transactions.
IssuerRegisters or appoints a representative
Distributed ledgerOf the issuer or its representative
Investor
Investor
Investor
IssuerRegisters or appoints a representative
Distributed ledgerOf the issuer or its representative
Investors
In Spain, ERIR
With a registrar and without one.
| Route | How it works |
|---|---|
| Issuer's distributed ledger | For securities under French law that are not in a central depository. The issuer or an agent that the issuer publishes in the BALO registers. The law does not require authorization for registration |
| Central depository | For securities admitted to a central depository. They are kept by account intermediaries, unless the issuer decides otherwise |
| EU DLT pilot regime | Shares of issuers with a market capitalization of less than 500 M€, bonds of less than 1,000 M€ and UCITS funds of less than 500 M€, in an authorized infrastructure. In France, LISE (shares only) since 13 October 2025 |
Three ways to do it.
In France, with the issuer's register
InvestorsRegistered in the register
Securities under French law registered by the issuer or its representative on a distributed ledger.
From France, in Spain with ERIR
InvestorsEach with their token
A Spanish public limited company issues with ERIR. In France, the prospectus approved by the CNMV and notified to the AMF is valid, in French or English, with the summary in French. For offers without a prospectus due to amount, the summary information document (DIS) is required, and it is filed with the AMF before the offer. It is not required for offers to qualified investors or to a restricted circle.
By contract
Retail investorsNot possible as is
Not possible as is. French law lists who can grant participatory loans, and private individuals are not on that list. Regularly receiving repayable funds from the public is reserved for banks. Your investors can join as shareholders or subscribe to a securities issuance.
Spain and France, face to face.
| Spain | France | |
|---|---|---|
| Rule | Ley 6/2023, articles 6 to 8, and Real Decreto 814/2023 | Monetary and Financial Code, since 2018 |
| Who records the holders | The ERIR, registered in the CNMV's ERIR register | The issuer or an agent it designates |
| What securities | Shares, debt and other transferable securities | Shares of joint-stock companies, debt and fund units under French law |
| Prospectus | Exempt below 12 M€ under the European regulation since 5 June 2026. Ley 6/2023 still says 8 M€ | The same European threshold. The AMF regulation still says 8 M€ |
| Document required by the rule | The issuance document, provided that the securities are on a distributed ledger | The summary information document (DIS), in the public offering below the threshold without a prospectus. It is filed with the AMF |
A more detailed comparison is in Spain versus France.
When it fits and when it doesn't.
It fits if
- Your securities are issued in France and governed by French law, like the shares of a French company.
- Your securities will not be in a central depository.
- You have your own investors to invite.
It does not fit if
- You want to tokenize the shares of a Spanish public limited company. They are governed by Spanish law and that is what the ERIR is for.
- Your company is a SAS and you want to offer to the general public. A SAS can offer to qualified investors, to a restricted circle, to its shareholders or through crowdfunding.
- You expect someone to find investors for you. HokenFi does not find them.
How it's done with HokenFi.
You tell us what you want to issue and the platform prepares the milestones for you.
- 01
Your structure
A law firm with practice in France confirms which company is issuing and that your securities are governed by French law.
- 02
Your documentation
The law firm prepares the prospectus or, if the public offer falls below the threshold, the summary information document that is filed with the AMF.
- 03
Your register
You decide whether you register yourself or appoint an agent, and it is published in the BALO. Your law firm checks that the register complies with what the law requires.
- 04
Your issuance
You activate your plan and create the tokens.
- 05
Your investors
They are verified, subscribe and pay. They are recorded in your register as holders and you see the list in your dashboard.
What beginners usually ask.
Do I need an authorized entity to keep the register?
No. In France the register is kept by the issuer or by an agent it appoints. The law does not create an authorized role to keep it, but the register must meet the requirements of integrity, identification of holders and continuity. If you appoint an agent, your law firm confirms what status it needs.
Can a Spanish company issue in France?
The regime covers only securities issued in France and subject to French law. The shares of a Spanish company are governed by Spanish law and are outside its scope. If you want to issue debt under French law, your law firm confirms whether it meets both conditions.
Do I need a prospectus?
In general no, if you raise less than 12 million in the EU over twelve months and do not passport the offer to other States. It is the threshold of the European prospectus regulation from 5 June 2026, unless the country opts for 5. The AMF regulation still says 8, so your law firm confirms which one applies. If you make a public offer below the threshold, you give investors a summary information document before they subscribe.
Does the AMF review the information document?
No. It is filed with the AMF by email before the offer, but it does not review it, and you cannot say that it has reviewed it.
Have there been blockchain issuances in France?
Yes. Société Générale SFH issued in 2019 covered bonds for 100 million euros registered directly on Ethereum, and the European Investment Bank issued in 2021 a digital bond under French law.
Can I finance myself with loans from my investors?
Not as is. French law lists who can grant participatory loans, and private individuals are not on that list. Moreover, regularly receiving repayable funds from the public is reserved for banks. The alternative is for them to join as shareholders or subscribe to securities.
Is this legal advice?
No. It is a summary to guide you, with no value as legal or investment advice. HokenFi provides the software and does not offer securities or provide regulated financial services. Your law firm assesses your case.
Do you issue in France? Tell us about your case.
We explain how your issuance is prepared on the platform and what you will need to resolve with your law firm.
