Issue tokenized securities under Portuguese law.
In Portugal, a tokenized security is just another book-entry security. It is recorded by a registering intermediary or, in certain cases, by the issuer itself. With HokenFi you prepare the issuance and coordinate your law firm, your registrar and your investors from a single account.
What is allowed by Portuguese law.
Portugal does not have its own general regime for securities on distributed ledgers. Only the European pilot regime has articles on this technology. Its Securities Code distinguishes between book-entry securities, recorded in account, and certificated securities, on paper. A tokenized security is book-entry.
The reform of the Code that entered into force on 1 September 2026 clarifies this in its preamble, which is not part of the articles. Book-entry registration can be done with distributed ledgers that ensure the integrity and immutability of the issuance. The legislator ruled out creating a separate modality because it was not necessary. It covers all securities, including shares and bonds.
A security recorded this way is still a financial instrument. The Securities Code and MiFID II apply to it, and MiCA excludes it.
PortugalRegistering intermediary, registered with the CMVM
SpainERIR
- PortugalRegistering intermediary, registered with the CMVM
- SpainERIR
Who keeps the register.
There is no figure like the Spanish ERIR. The Code offers three ways to record book-entry securities.
- In an intermediary's account integrated into the centralized system, which is now managed by Euronext Securities Porto (Interbolsa).
- In a single financial intermediary designated by the issuer.
- In the issuer itself, for registered securities that are not in any of the above.
The registering intermediary needs authorization for the registration and deposit service and prior registration with the CMVM. It can be an intermediary from another EU State authorized to operate in Portugal.
IssuerDesignates it
Registering intermediaryRegistered with the CMVM
Investor
Investor
Investor
IssuerDesignates it
Registering intermediaryRegistered with the CMVM
Investors
In Spain, ERIR
With a registrar and without one.
| Route | How it works |
|---|---|
| Centralized system | Mandatory if the securities are admitted to trading on a regulated market or on a multilateral or organized trading system, except in a DLT multilateral system of the pilot regime. It is managed by Euronext Securities Porto (Interbolsa) |
| A single registering intermediary | Mandatory, outside the centralized system, for securities placed in a public offering, issued by several entities or fund units. It is designated by the issuer and registered with the CMVM |
| Registration with the issuer | For registered securities outside the centralized system and without a registering intermediary |
| EU DLT pilot regime | 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€. The DLT operator can be the registrar. As of January 2026 there were no Portuguese ones on the ESMA list |
Three ways to do it.
In Portugal, as a book-entry security
InvestorsWith book-entry securities
Securities recorded by a registering intermediary registered with the CMVM or, in certain cases, by the issuer itself.
From Portugal, in Spain with ERIR
InvestorsEach with their token
A Spanish public limited company issues with ERIR. In Portugal, the prospectus approved by the CNMV and notified to the CMVM is valid, in Portuguese or English, with the summary in Portuguese. Without a prospectus and below 12 M€, the Portuguese Securities Code does not require a national document. In offers only to qualified investors or to fewer than 150 people, your law firm confirms it.
By contract
Retail investorsThey cannot grant it
It is not possible as a participating loan with private individuals, because only financial institutions can grant it. Receiving repayable funds from the public is reserved for banks. One of the legal exceptions is issuing bonds.
Spain and Portugal, face to face.
| Spain | Portugal | |
|---|---|---|
| Rule | Ley 6/2023, articles 6 to 8, and Real Decreto 814/2023 | Securities Code, with no specific regime for distributed ledgers |
| Who records the holders | The ERIR, registered in the CNMV's ERIR register | A registering intermediary registered with the CMVM or, in certain cases, the issuer |
| What securities | Shares, debt and other transferable securities | Shares, debt and other securities, as book-entry securities |
| Prospectus | Exempt below 12 M€ under the European regulation since 5 June 2026. Ley 6/2023 still says 8 M€ | Exempt below 12 M€ from 1 September 2026 |
When it fits and when it doesn't.
It fits if
- Your company is Portuguese, or your securities are governed by Portuguese law.
- You have a registering intermediary, or your securities are registered and will be recorded in your own company.
- 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.
- You need a rule that expressly names distributed ledgers. Outside the pilot regime, the Code does not mention them. Only the 2023 and 2026 preambles do.
- 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 Portugal confirms which company issues, what security you issue and where it is recorded.
- 02
Your issuance document
The law firm prepares the prospectus or confirms that your offer is exempt.
- 03
Your registrar
You appoint a registrar intermediary registered with the CMVM or, if your case allows it, you record the securities yourself. On the platform, the registrar has its own access and signs sensitive transactions, as ERIR does in Spain.
- 04
Your issuance
You activate your plan and create the tokens.
- 05
Your investors
They are verified, subscribed and paid. Your registrar, or your company if you record them yourself, records them as holders. You see the list in your dashboard.
What beginners usually ask.
Is there a Portuguese tokenization law?
Not as such. A tokenized security is a book-entry security and follows the rules of the Securities Code. Only the European pilot regime has articles on distributed ledgers. The 2026 reform clarifies in its preamble that book-entry registration can be done with that technology.
Do I need a registrar intermediary?
If you place the securities in a public offer, yes. If they are registered and are not in the centralized system or with an intermediary, they are recorded at the issuing company itself. Your law firm confirms which route applies to you.
Do I need a prospectus?
Generally not, if you raise less than 12 million in twelve months and do not passport the offer to other States. It is the Code's threshold since 1 September 2026, which was previously 8.
Can the registrar be foreign?
Yes, if it is an intermediary from another EU State authorized to operate in Portugal.
Can I finance myself with loans from my investors?
Not as a participating loan, because in Portugal only financial institutions can grant it, and receiving repayable funds from the public is reserved for banks. One route is issuing bonds.
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 Portugal? 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.
