Issue tokenized securities in the United States.
For the SEC, a security is a security whether it is issued on paper or on a blockchain. With HokenFi you prepare the issuance and coordinate your law firm, your transfer agent and your investors from a single account.
What the U.S. regulation says.
The SEC put it in writing on March 17, 2026, in an interpretation joined by the CFTC: a security is a security whether it is issued off-chain or on-chain. If the company itself issues the share in token form, the token is the share. If a third party tokenizes it, the token may be another security with different rights. In both cases, the offering must be registered with the SEC or qualify for an exemption.
United StatesTransfer agent or the issuer itself
SpainERIR
- United StatesTransfer agent or the issuer itself
- SpainERIR
Who keeps the register.
The register of holders is kept by the issuer or a transfer agent, which records transfers, issues and cancels. The transfer agent must be registered with the SEC or, if it is a bank, with its banking supervisor, when the class of securities is registered under Section 12. As of June 30, 2026, there were about 327. In September 2026, the SEC proposed explicitly including in its rules that they may use a blockchain as the master register of holders. It is a proposal and not yet in force.
IssuerAppoints it or keeps its own register
Transfer agentOr the issuer itself
Investor
Investor
Investor
IssuerAppoints it or keeps its own register
Transfer agentOr the issuer itself
Investors
In Spain, ERIR
Three ways to do it.
In the U.S., with an SEC exemption
InvestorsWith an SEC exemption
Your U.S. company issues with Reg D, Reg A+ or Reg CF and a transfer agent, or by keeping its own register when the law allows it.
From the U.S., in Spain with ERIR
InvestorsEach with their token
A Spanish public limited company issues with ERIR. If you offer to investors in the U.S., U.S. law still applies. Reg D works, Reg CF and Reg A+ do not.
By contract
InvestorsNeeds an exemption, such as Reg D
A loan with interest tied to your results, signed with dozens of investors, is almost always a security. It also needs an exemption, such as Reg D.
Unregistered offerings
| Exemption | Limit and document |
|---|---|
| Reg D, rule 506(b) | No limit on amount. Accredited investors and up to 35 non-accredited investors with experience, no advertising. Form D within 15 days following the first sale |
| Reg D, rule 506(c) | No limit on amount. Only accredited investors, verified by the issuer, and advertising is allowed. Form D |
| Reg A+, Tier 1 | Up to 20 M$ in twelve months, with registration in the states. Form 1-A. Only U.S. or Canadian companies |
| Reg A+, Tier 2 | Up to 75 M$ in twelve months. Form 1-A. U.S. or Canadian companies only. |
| Reg CF | Up to 5 M$ in twelve months, through a registered portal or broker. Form C. U.S. companies only. |
| Reg S | Sales outside the U.S., which do not count as an offering in the U.S. |
What you buy under Reg D or Reg CF has resale restrictions for a period, generally one year. While they last, the token does not circulate freely.
Spain and the U.S., face to face.
| Spain | United States | |
|---|---|---|
| Rule | Ley 6/2023, articles 6 to 8, and Real Decreto 814/2023 | Securities Act of 1933 and Securities Exchange Act of 1934. The format does not change the fact that it is a security. |
| Who keeps the register | The ERIR, registered in the CNMV's ERIR register | The issuer or a transfer agent, registered when the class of securities is registered. |
| No prospectus or registration | Exempt below 12 M€ under the European regulation from June 5, 2026. Ley 6/2023 still says 8 M€; your law firm confirms the threshold | SEC exemptions, such as Reg D, Reg A+ and Reg CF |
When it fits and when it doesn't.
It fits if
- Your company is U.S.-based and you are going to offer to accredited investors, or under Reg A+ or Reg CF.
- Your company is from another country and you are going to offer in the U.S. under Reg D, or issue in Spain under ERIR.
- You have your own investors to invite.
It does not fit if
- Your company is not from the U.S. and you want to use Reg CF, or it is neither from the U.S. nor Canada and you want to use Reg A+.
- You expect your tokens to circulate freely from day one.
- 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 US practice confirms which exemption you use and from which company you issue.
- 02
Your documentation
The law firm prepares the offering document and the applicable SEC form, such as Form D.
- 03
Your transfer agent
You appoint one, or keep your own register if the law allows it. 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 tokens.
- 05
Your investors
They are verified, subscribe and pay. Your transfer agent records them as holders and you see the list on your dashboard.
What beginners usually ask.
Is a token that represents a share a security?
Yes. The SEC said so on March 17, 2026, in an interpretation joined by the CFTC: a security is a security whether it is issued off-chain or on-chain.
Can a Spanish company offer in the US?
Yes, with Reg D, which does not require being incorporated in the US. Reg CF and Reg A+ do not work for it, because they require a US company (or a Canadian one, in Reg A+).
Do I need a registered transfer agent?
If the class of securities is registered under Section 12, yes. If not, you can keep your own register. With Tier 2 Reg A+ or Reg CF, your investors may not count toward the threshold that requires registration. For that you need a registered transfer agent, to be current with your SEC reports, and not to exceed a certain size.
Can I finance myself with loans from investors without applying securities law?
Almost never. A loan with interest tied to your results, offered to dozens of investors to finance your business, is almost always a security, because the law includes participation in a profit-sharing agreement. You can avoid registration with an exemption, but not securities law.
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 the United States? Tell us your case.
We explain how your issuance is prepared on the platform and what you will need to resolve with your law firm.
