Issue tokenized securities under Italian law.
A security can exist only as an entry in a digital register, which is generally maintained by a register manager registered on the CONSOB list. With HokenFi you prepare the issuance and coordinate your law firm, your register manager and your investors from a single account.
What Italian law. allows
The 2023 FinTech Decree (Decreto-legge 25/2023) allows issuing financial instruments that exist only as entries in a register for digital circulation. It has been in force since 18 March 2023 and has no expiry date. The CONSOB regulation implementing it has applied since December 2023. It covers these securities.
- Shares of Italian joint-stock companies (SpA).
- Bonds of SpA and other debt securities, including Italian-law debt of foreign issuers.
- Debt securities of an srl, which can only be subscribed by supervised professional investors.
- Italian-law money market instruments and depositary receipts on debt of non-Italian issuers.
- Units in Italian investment funds.
A digital security is still a financial instrument. Italian markets law (TUF) and MiFID II apply to it, and MiCA excludes it.
ItalyRegistration officer, on the CONSOB list
SpainERIR
- ItalyRegistration officer, on the CONSOB list
- SpainERIR
Who keeps the register.
The closest equivalent to the Spanish ERIR is the register manager for digital circulation. Outside the pilot regime, digital issuance is only possible on registers maintained by a register manager on the CONSOB list. For each issuance, the issuer notifies CONSOB of its characteristics and who maintains the register.
Banks, investment firms and market operators may register, as may the issuer itself for its own securities and other companies established in Italy. The latter two must be joint-stock companies with at least 150,000 € in capital, audited accounts, a conflicts of interest policy and insurance or another guarantee. CONSOB decides within a maximum of ninety days from when the application is complete.
Those registered include Cassa Depositi e Prestiti, Fleap and Weltix.
IssuerNotifies each issuance to CONSOB
Registration officerOn the CONSOB list
Investor
Investor
Investor
IssuerNotifies each issuance to CONSOB
Registration officerOn the CONSOB list
Investors
In Spain, ERIR
With a registrar and without one.
| Route | How it works |
|---|---|
| Register manager | A third party registered on the CONSOB list, or the issuer itself if it is based in Italy and only for its own securities |
| EU DLT pilot regime | The register is maintained by the operator of an authorized DLT settlement system. Shares of issuers with less than 500 M€ market capitalization, bonds of less than 1,000 M€ and UCITS funds of less than 500 M€ |
| Central depository | Monte Titoli (Euronext Securities Milan) can be the register manager. The classic route also remains, without a distributed register |
Issuing digital securities or maintaining a register without being registered on the CONSOB list is an infringement, with penalties from 25,000 € to 5 million euros.
Three ways to do it.
In Italy, with the FinTech decree
InvestorsWith digital securities
Digital securities registered by a registration officer on the CONSOB list.
From Italy, in Spain with ERIR
InvestorsEach with their token
A Spanish public limited company issues with ERIR. In Italy, the prospectus approved by the CNMV and notified to CONSOB is valid, in Italian or English, with the summary in Italian. Without a prospectus, it can be offered below 12 M€, only to qualified investors or to fewer than 150 people.
By contract
Retail investorsNot possible with dozens of individuals
Not possible as a loan from dozens of individuals, because taking deposits from the public is reserved for banks. A legal route is bonds from an SpA, which allow interest linked to the company's results.
Spain and Italy, face to face.
| Spain | Italy | |
|---|---|---|
| Rule | Ley 6/2023, articles 6 to 8, and Real Decreto 814/2023 | FinTech Decree (Decreto-legge 25/2023) and CONSOB regulation |
| Who records the holders | The ERIR, registered in the CNMV's ERIR register | The register manager, registered on the CONSOB list |
| What securities | Shares, debt and other transferable securities | SpA shares, debt, money market instruments and Italian funds |
| Prospectus | Exempt below 12 M€ under the European regulation since 5 June 2026. Ley 6/2023 still says 8 M€ | Exempt below 12 M€. Italy did not choose the 5 M€ option |
When it fits and when it doesn't.
It fits if
- Your company is an Italian SpA, or you are going to issue debt under Italian law.
- You are going to work with a register manager on the CONSOB list, or your company is going to register as the register manager for its own securities.
- You have your own investors to invite.
It does not fit if
- You want to tokenize the shares of a Spanish joint-stock company. That is what the ERIR in Spain is for.
- Your securities are going to be traded on a trading venue. They are then recorded in a central securities depository or in a pilot regime infrastructure.
- 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 Italy confirms which company issues and which security you issue.
- 02
Your issuance document
The law firm prepares the prospectus or confirms the exemption. The register manager publishes how its register works, and you provide it to your subscribers.
- 03
Your register manager
You choose one from CONSOB's list and notify the issuance. On the platform, it has its own access and signs sensitive transactions, as ERIR does in Spain.
- 04
Your issuance
You activate your plan and prepare the issuance. The register manager signs it and records it.
- 05
Your investors
They are verified, subscribe and pay. The register manager records them as holders and you see the list on your dashboard.
What beginners usually ask.
Can a Spanish company issue in Italy?
Under this regime, shares are not possible. It only covers those of Italian public limited companies (SpA). The law does allow Italian-law debt from issuers that are not Italian. An issuer without a registered office in Italy cannot register as the register manager for its own securities. Your law firm confirms whether your case fits.
Can I keep the register myself?
Yes, if your company has its seat in Italy, it registers on CONSOB's list and uses it only for its own securities. It must be a public limited company with at least 150,000 € in capital, audited accounts, a conflicts of interest policy and insurance or another guarantee.
Do I need a prospectus?
Generally no, if you raise less than 12 million in the EU over twelve months and do not passport the offer to other States. Italy applies the European Prospectus Regulation threshold from 5 June 2026 and did not choose the 5 million option.
Are there real issuances?
Yes. Cassa Depositi e Prestiti issued a 25 million euro digital bond in July 2024 as register manager for its own register. According to CDP, it was the first issuance under the FinTech decree. In December 2025, E4 Computer Engineering issued a 5 million minibond with Weltix as register manager.
Can I finance myself with loans from my investors?
Not as loans from many individuals, because taking deposits from the public is reserved for banks. An SpA can issue bonds with interest linked to its results. The general limit is twice its share capital and reserves, with exceptions such as issuances for professional investors.
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.
Are you issuing in Italy? 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.
