Issue tokenized securities under Luxembourg law.
Shares of a Luxembourg company or debt subject to Luxembourg law, with the issuance account on a distributed ledger. With HokenFi you prepare the issuance and coordinate your law firm, your control agent and your investors from a single account.
What is allowed by Luxembourg law.
Since 2021, the issuance account of a dematerialized security can be kept on a distributed ledger. This is permitted by the law of 6 April 2013, amended by the so-called Blockchain II (2021) and IV (2024) laws. It applies above all to two cases.
- Shares of joint-stock companies under Luxembourg law.
- Debt subject to Luxembourg law.
A security issued this way is still a financial instrument. MiFID II and Luxembourg law apply to it, and MiCA excludes it.
LuxembourgControl agent, notified to the CSSF
SpainERIR
- LuxembourgControl agent, notified to the CSSF
- SpainERIR
Who keeps the register.
As of 31 December 2024, the closest equivalent to the Spanish ERIR is the control agent. It is appointed by the issuer and may only be a credit institution, an investment firm or a Luxembourg central securities depository. It keeps the issuance account on the distributed ledger, follows the chain of holdings and checks that the issuance reconciles with the custodians' accounts. Investors hold their securities in accounts with a custodian.
It does not need a new license. It notifies the CSSF at least two months before starting and the CSSF can prohibit its activity. It only works with unlisted securities.
IssuerDesignates it
Control agentNotified to the CSSF
Investor
Investor
Investor
IssuerDesignates it
Control agentNotified to the CSSF
Investors
In Spain, ERIR
With a control agent and without one.
| Route | How it works |
|---|---|
| Control agent | For unlisted securities. The issuer appoints it among credit institutions, investment firms and Luxembourg central securities depositories |
| Central account keeper | For unlisted securities. Banks and investment firms are such by law. Other entities cannot be |
| Central depository | Mandatory if the securities are listed: Clearstream Banking or LuxCSD. Since 2021, its issuance account can also be kept on a distributed ledger |
| Custody only | For securities already issued, Luxembourg or foreign. The custodian keeps its clients' accounts on a distributed ledger (Blockchain I law, 2019) |
| EU DLT pilot regime | Shares of issuers with less than 500 M€ market capitalisation, bonds of less than 1,000 M€ and UCITS funds of less than 500 M€, on an authorised infrastructure. As of January 2026 there was no Luxembourg one on the ESMA list |
Three ways to do it.
In Luxembourg, with a control agent
InvestorsSecurities that are not listed
Shares of a Luxembourg company or debt under Luxembourg law, with the issuance account on a distributed ledger.
From Luxembourg, in Spain with ERIR
InvestorsEach with their token
A Spanish public limited company issues with ERIR. In Luxembourg, the prospectus approved by the CNMV and notified to the CSSF is valid, in English, French or German. Without a prospectus and below 8 M€, Luxembourg law requires notifying the CSSF beforehand and, from 5 M€, publishing an information note. That law does not yet include the European 12 M€ threshold, so between 8 and 12 M€ your law firm confirms what the CSSF requires. Offers to qualified investors or to fewer than 150 people are outside this notice.
By contract
LendersWith many, the risk is high
Receiving repayable funds from the public on a professional basis is reserved for banks, so with many lenders the risk is high.
Spain and Luxembourg, face to face.
| Spain | Luxembourg | |
|---|---|---|
| Rule | Ley 6/2023, articles 6 to 8, and Real Decreto 814/2023 | Law of 6 April 2013, amended in 2021 and 2024 |
| Who keeps the register | The ERIR, registered in the CNMV's ERIR register | The control agent keeps the issuance account and notifies the CSSF. Investors hold their securities in accounts with a custodian |
| What securities | Shares, debt and other transferable securities | Shares of Luxembourg companies and debt under Luxembourg law |
| Prospectus | Exempt below 12 M€ under the European regulation since 5 June 2026. Ley 6/2023 still says 8 M€ | 12 M€ from the European regulation, unless Luxembourg opts for 5 M€. The 2019 law still says 8 M€ and requires an information note from 5 M€ |
The comparison in more detail is in Spain vs Luxembourg.
When it fits and when it doesn't.
It fits if
- Your company is a Luxembourg joint-stock company, such as an S.A., or you are going to issue debt under Luxembourg law and your law firm confirms that your company's law permits it.
- Your securities will not be listed on a regulated market or on a multilateral trading facility.
- 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 will be listed. Then a central securities depository keeps them.
- You need the money in days. Preparing an issuance takes weeks.
- 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 a Luxembourg practice confirms which company issues and which law governs your securities.
- 02
Your issuance document
The law firm drafts it and confirms whether you need a prospectus or the exemption is enough.
- 03
Your control agent
You designate the entity that keeps the issuance account on the distributed ledger. On the platform it has its own access and signs sensitive operations, as the ERIR does in Spain.
- 04
Your issuance
You activate your plan and prepare the tokens. The control agent registers them in the issuance account.
- 05
Your investors
They are verified, subscribed and paid. Each one receives their securities in an account of an authorized custodian, and the control agent checks that the issuance matches those accounts. In your dashboard you see the holders it reports to you.
What beginners usually ask.
Can a Spanish company issue in Luxembourg?
Shares no, because the regime covers those of Luxembourg joint-stock companies. For debt, the law requires that it be governed by Luxembourg law. Your law firm confirms whether your case fits.
Is it the same as a MiCA crypto-asset?
No. A security issued this way is a financial instrument and is governed by MiFID II. MiCA expressly excludes crypto-assets that are financial instruments.
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 Member States. It is the threshold of the European prospectus regulation from 5 June 2026, unless the country opts for 5. Luxembourg law still says 8 and requires an information note from 5 million, so your law firm confirms the one that applies.
Are there real issuances?
Yes. The European Investment Bank issued in 2022 a digital bond of 100 million euros under Luxembourg law. In 2023 it issued another of 50 million pounds, with HSBC as central account keeper.
Can I finance myself with loans from my investors?
Careful. Receiving repayable funds from the public on a professional basis is reserved for banks. If several dozen lenders count as «the public», your law firm must validate it beforehand.
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 Luxembourg? 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.
