Regulated tokenization of assets in Spain, 2026.

01Executive summary

The tokenization of transferable securities in Spain is now a regulated capital markets operation. The most frequent, and most costly, mistake is confusing the applicable framework: a security token (a share, a bond or a participation represented by distributed ledger technology) is not a crypto-asset and is not governed by MiCA. It is governed by the Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión (LMVSI), by MiFID II.

That boundary (crypto-assets, to MiCA; tokenized securities, to MiFID II and the LMVSI) is the axis of everything that follows. The applicable regime, conduct obligations and the very viability of the operation depend on the correct legal classification of the token.

The Spanish framework is complete and operational. The LMVSI expressly recognizes the representation of securities through systems based on distributed ledger technology (DLT), creates the figure of the entity responsible for the administration of the registration and record of securities (known in the market as ERIR) and refers its development to the Real Decreto 814/2023, de 8 de noviembre. There are two milestones: the first issuance registered in the CNMV's ERIR register, in February 2025, with URSUS-3 CAPITAL, A.V., S.A. as ERIR, and the authorization, on 26 November 2025, of the first DLT-based trading and settlement system (DLT-TSS) in Spain.

02The Spanish regulatory framework: LMVSI, ERIR and RD 814/2023

The central piece is Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión (LMVSI), published in the BOE on 18 March 2023 (BOE no. 66) and in force, generally, twenty days after its publication, that is, on 7 April 2023. The LMVSI repeals, through its single repealing provision, the previous consolidated text of the Ley del Mercado de Valores (Real Decreto Legislativo 4/2015, de 23 de octubre) and modernizes the regime for the representation of securities.

The decisive legal innovation is that, alongside certificates and book entries, the LMVSI expressly recognizes in its article 8 the representation of transferable securities through systems based on distributed ledger technology (TRD/DLT). It is this representation that enables the tokenization of shares, bonds and other transferable securities in Spain, always within the perimeter of MiFID II.

From that article arises the central figure of the regime: the entity responsible for the administration of the registration and record of securities in the system, regulated in article 8.4 of the LMVSI and known by its market acronym, ERIR. It is worth being precise with the literal wording: it is not entity responsible for the registration and the record, but rather the wording of art. 8.4, whose reading is confirmed by the express reference made by articles 5.2 and 25.6 of RD 814/2023. The ERIR administers the distributed register of an issuance and is responsible for ensuring that the registrations faithfully reflect the ownership and encumbrances on the securities. The issuer itself may appoint it and, in the primary market, only an entity authorized for the custody and administration of financial instruments can perform that function: credit institutions and authorized investment services firms, such as agencies and securities firms. One technical feature distinguishes this regime from the classic one: the DLT securities register is single-tier, compared with the two-tier structure of book entries.

Regulatory implementation arrives with Real Decreto 814/2023, de 8 de noviembre, on financial instruments, admission to trading, registration of transferable securities and market infrastructures, published in the BOE on 9 November 2023 (no. 268) and in force on 29 November 2023. Article 5.2 requires the ERIR to have a contingency plan ensuring management of network incidents and continuity of the registry in the event of failures or unavailability of the system, referring to art. 8.4 of the LMVSI. And Article 9.2.a) refers, as an issuance document, to the prospectus approved and registered by the CNMV when the transaction requires it.

Spain already has an applied precedent. The first issuance registered in the ERIR registry kept by the CNMV (Article 2.b of Real Decreto 815/2023) is by DIANELUM, S.A., on 7 February 2025, with URSUS-3 CAPITAL, A.V., S.A. as ERIR. Ursus-3 is today the only entity listed in that registry, according to its official record.

The CNMV does not publish consolidated statistics on tokenized issuances, but its registry allows them to be counted. As of 1 October 2026, it records 21 issuances for 77,925,715 €, 17 debt and 4 equity, all with Ursus-3 as ERIR.

03The European framework and the boundary with MiCA

The first decision for any issuer that wants to tokenize an asset in the European Union is legal: determine which framework what it is going to issue falls under.

Regulation (EU) 2023/1114 (MiCA) regulates crypto-assets that until its approval lacked their own framework: asset-referenced tokens (ART), electronic money tokens (EMT) and other crypto-assets, the category that includes so-called utility tokens. MiCA entered into force on 29 June 2023 and applies in phases: Titles III and IV, relating to ART and EMT, from 30 June 2024; the rest of the Regulation, focused on the authorization of crypto-asset service providers (CASP), from 30 December 2024. In Spain, the national transitional period of article 143.3 ended on 1 July 2026: from that date, providing crypto-asset services to Spanish clients requires MiCA authorization from the CNMV or another EU authority with a passport to Spain.

The critical point is in Article 2(4): MiCA does not apply to crypto-assets that are already financial instruments within the meaning of Article 4(1)(15) of MiFID II (the exclusion also covers deposits, funds (except EMT), securitisation positions, insurance, pensions and social security). It is an express exclusion. Therefore, security tokens fall outside MiCA: they are not crypto-assets for the purposes of the Regulation, but financial instruments. The principle of technological neutrality applies, and the maxim of same activities, same risks, same rules: the registry technology does not alter the nature of the instrument.

Hence tokenized securities fall under MiFID II (Directive 2014/65/EU, of 15 May 2014, applicable in the Member States from 3 January 2018). Article 4(1)(15) and Annex I, Section C, define financial instruments. The clarification that instruments issued through DLT are included derives from the amendment to Article 4(1)(15) introduced by Regulation (EU) 2022/858 itself, for the sake of technological neutrality.

To experiment with the trading and settlement of these tokenized financial instruments, the EU created the pilot regime (DLT Pilot Regime): Regulation (EU) 2022/858, of 30 May 2022, applicable from 23 March 2023. It enables three market infrastructures with limited exemptions, coordinated by ESMA: DLT MTF (trading), DLT SS (settlement) and DLT TSS (both). Its quantitative thresholds are specific: shares of issuers with a market capitalisation below 500 million euros; bonds and securitised debt below 1,000 million; units in collective investment undertakings with assets below 500 million; and an overall limit of 6,000 million euros for the total value of instruments admitted on the same DLT infrastructure. It is an experimental regime, not a definitive framework.

ESMA's role is not limited to coordinating. On 17 December 2024 it published the final report with guidelines on the conditions and criteria for qualifying crypto-assets as financial instruments (ref. ESMA75-453128700-1323), the basis for drawing the MiCA/MiFID II line case by case; the guidelines apply from 18 May 2025, sixty days after the publication of their official translations.

04The issuance process for a regulated security token in Spain

Issuing a tokenized transferable security in Spain is a securities market transaction executed on DLT infrastructure. The process is structured in six phases.

1) Structuring the security. Before writing a line of code, the instrument (share, bond or other transferable security) is defined with its economic and political rights, and its representation through TRD is decided. Here the issuing vehicle and its corporate and commercial regime are set.

2) Information document and prospectus. If there is a public offer, the general rule of Regulation (EU) 2017/1129 requires a prospectus approved by the CNMV, unless exempt. The practical lever is the threshold below which a prospectus exemption may apply: raised from 8 million (historical in Spain) to 12 million euros aggregated in the EU per issuer over twelve months by the Listing Act (Regulation (EU) 2024/2809 of 23 October 2024), applicable from 5 June 2026, with a national option to set it at 5 million. Exempt offers do not enjoy the European passport.

3) ERIR and DLT register. The issuance is registered with an entity responsible for administering the registration and recording of securities (ERIR), which administers the distributed ledger and is responsible for ensuring that the registrations reflect ownership and encumbrances. In the primary market, it must be an entity authorized to custody financial instruments in Spain (credit institution, securities company or securities agency). The register has a single tier.

4) KYC/AML. The parties involved are, as a general rule, subjects obliged by Ley 10/2010 on the prevention of money laundering and terrorist financing: identification of each investor (KYC/KYB), verification of the beneficial owner and due diligence before starting the business relationship. Its authority in Spain is SEPBLAC.

5) Custody. The custody and administration of the tokenized security corresponds to authorized entities; the ERIR itself guarantees the register as the official source of ownership and movements.

6) Secondary market. Trading may be channeled through the infrastructures of the European pilot regime (DLT MTF, DLT SS and DLT TSS), with the quantitative limits already described. HokenFi does not offer a secondary market.

The timelines and fees of law firms, ESI and ERIR depend on the chosen structure (type of security, prospectus or exemption, registration and custody) and are budgeted operation by operation. HokenFi's software has public pricing. The applicable national prospectus exemption threshold will also depend on the option ultimately exercised by the Spanish legislator when adapting the Listing Act.

05Applications by vertical

Tokenization needs to be anchored in a recognized legal form. What determines the fit is which tradeable right is issued and through which vehicle.

Real estate. What is tokenized are economic rights linked to a vehicle (usually an SPV) that owns the asset. The corporate form conditions everything: the participations of a limited liability company cannot be represented as negotiable securities or called shares (art. 92 del RDL 1/2010, Ley de Sociedades de Capital). A developer that wants to issue tokenized equity must structure it as shares of a public limited company or, more often, as debt (bonds or participating loans secured by the property). Tokenized debt offers a coupon with priority of payment; tokenized equity, exposure to appreciation.

Funds and asset managers. The tokenization of fund units allows fractionalization, traceability of ownership and integrated settlement. The European pilot regime sets the operational framework: units of vehicles with assets below 500 million euros may be traded on authorized DLT infrastructures.

SME financing. The most mature model relies on participating loans or debt securities representing analogous economic rights. It allows raising capital without dilution when structured as debt, with less administrative friction than representation by book entries.

Energy. Projects, usually renewable, fit as project financing: bonds or participations in a vehicle that holds the asset or its cash flows.

Issuers from Latin America. A Latin American company can issue in Spain through a Spanish company, usually a S.A. Its securities follow Ley 6/2023 and MiFID II like those of any Spanish issuer. We cover it in tokenization of real assets from Latin America.

Public information on tokenized volumes by vertical in Spain is still scarce: known transactions are documented issuance by issuance and international RWA analytics do not break down the Spanish market.

06Outlook and perspectives 2026 and 2027

The most recent Spanish milestone dates from November 26, 2025, when the CNMV authorized the first DLT-based trading and settlement system (DLT-TSS) in Spain, under Regulation (EU) 2022/858. It is a different piece from the ERIR: Ursus-3 Capital, A.V., which registered the first issuance in February 2025, keeps the registry of issuances, and the DLT-TSS is a trading and settlement infrastructure.

Internationally, tokenized real-world assets (RWA) have grown strongly, although figures vary by methodology and date. Different analytics sources, including RWA.xyz, place onchain value, excluding stablecoins, at several tens of billions of dollars in 2026. Any published figure should be presented as an order of magnitude with its date, never as a verified point-in-time data point.

For the Spanish market, the reference is the issuances registered with the CNMV registry, 21 for 77,925,715 € as of October 1, 2026. Outside that registry there are no estimates with verifiable methodology.

The 2026 and 2027 horizon points to the consolidation of a market that already has all the regulatory pieces in place: national rule (LMVSI and RD 814/2023), registration figure (ERIR), market infrastructures (pilot regime) and a clear boundary with MiCA. With technology that is already in common use, the advantage will lie in structuring each issuance with legal rigor within the CNMV perimeter.

07Methodology and sources

This report has been prepared exclusively with data verified against primary or official sources (BOE, EUR-Lex/OJEU, CNMV and ESMA). The number and amount of issuances in Spain come from the CNMV's ERIR registry, consulted on 1 October 2026. Where there is no consolidated, citable public statistic (volume by vertical, cost and timelines of an issuance), the report does not include estimated figures: these aspects are addressed qualitatively until an official source exists. The global magnitude of RWA is presented as an order of magnitude subject to methodology and date, never as a specific data point. The designation of the ERIR follows the literal wording of art. 8.4 of Ley 6/2023 verified in the BOE.

Sources

• Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión (BOE-A-2023-7053)
• Real Decreto 814/2023, de 8 de noviembre (BOE-A-2023-22764)
• Regulation (EU) 2023/1114 (MiCA)
• Regulation (EU) 2022/858, DLT pilot regime (DOUE-L-2022-80826)
• Directive 2014/65/EU (MiFID II)
• Regulation (EU) 2017/1129 (Prospectus Regulation)
• Regulation (EU) 2024/2809 (Listing Act) (DOUE-L-2024-81685)
• Ley 10/2010 de prevención del blanqueo de capitales y de la financiación del terrorismo (BOE-A-2010-6737)
• RDL 1/2010, Ley de Sociedades de Capital, art. 92 (BOE-A-2010-10544)
• CNMV: ERIR register, record for URSUS-3 CAPITAL, A.V., S.A., with its registered issuances
• ESMA: DLT Pilot Regime
• ESMA: Final Report: Guidelines on the qualification of crypto-assets as financial instruments (17-12-2024)
• RWA.xyz: tokenized real-world asset analytics

Document prepared by the Unknown Gravity, S.L. (HokenFi) team. It is for informational purposes and does not constitute legal, financial or investment advice.