Liquidity is not included with the issuance. A security token is not traded just because it lives on a blockchain: it needs a place where buyer and seller meet, and in Spain that organized trading is reserved for authorized infrastructures. Without that link, transfer exists but the market does not.
You issued your security token. The registry is up to date and your investors have their positions. Then comes the question that wasn't in the plan: «how do I sell?». And you discover that liquidity doesn't come included with the issuance. A tokenized security doesn't trade just because it lives on a blockchain. It needs a place to buy and sell, and rules that allow transferring ownership without breaking compliance.
This guide is for issuers that already have the token in circulation and for institutional investors who want to understand their exits. It explains the real secondary market options in Spain as of 2026 and why it is advisable not to promise liquidity that doesn't exist yet.
What is the secondary market of a security token
The secondary market is where your investors sell the tokens among themselves, after the issuance. The issuance is the primary market: you sell, they buy. The secondary is everything that happens afterward. And in Spain, for real-world tokens, that market is incipient: there are few authorized infrastructures and limited volumes.
The difference matters. In the primary market you control: price, conditions, schedule. In the secondary market, ownership changes hands between third parties, and each change must be reflected in the registry. That registry is kept by the ERIR, the Entity Responsible for Registration and Registry, the digital notary of your security. Without an entry in the ERIR, a transfer does not produce effects against third parties (art. 8 LMVSI; RD 814/2023).
What it means for you: liquidity is not automatic. It is a layer that you build, choose or contract. You have three paths, and it is advisable to know them before promising anything to your investors.
The three ways to provide liquidity after issuing
There are three paths: bilateral transfer between admitted investors, DLT trading infrastructures of the European Pilot Regime, and regulated markets or traditional MTFs if your security is admitted to trading. Each path has a different level of maturity in Spain, and none is guaranteed liquidity.
The bilateral route always exists but depends on a counterparty appearing. The Pilot Regime is authorized in the EU, with very few operational infrastructures. Traditional markets require an admission that most small issuances do not go through. You will see them in the following sections and summarized in the table.
What you control as issuer
The design of the token determines its future liquidity. If you program rigid transfer restrictions, a closed whitelist or long lock-ups, you limit the secondary market by construction. If you leave the logic open to admitted investors, you facilitate bilateral transfer. That decision is made in the smart contract and in the issuance documentation, before issuing, not afterward. That is why it is advisable to think about the exit when you design the entry.
Bilateral transfer between admitted investors
It is the most direct route: an admitted investor sells their position to another admitted investor, outside a market, and the transfer is recorded in the ERIR. There is no trading platform involved. There is an agreement between two parties and a registry entry.
It works, but it has frictions. The first is finding a counterparty: without a centralized market, buyer and seller find each other on their own. The second is the transfer restrictions that you programmed yourself. If the token only admits whitelist holders, the buyer has to pass the suitability and AML filter before the transfer is executed on-chain. The third is valuation: without a public market price, the parties negotiate blindly.
What it means for you: bilateral transfer is the exit that is almost always available, but it is slow and manual. Your job as issuer is to ensure that the whitelist and the transfer logic do not block it. Define in the documentation who can receive tokens and under what conditions, and make that process operational from day one.
The European Union DLT Pilot Regime
The Pilot Regime is a European framework that allows market infrastructures to operate on distributed ledger technology (DLT), the same technical basis as your token. It creates three types of systems to trade and settle tokenized securities, with exemptions from classic regulation and maximum limits per instrument (Regulation (EU) 2022/858).
The Regulation has applied since 23 March 2023 and was created as a testing ground: it lets the market experiment with native on-chain infrastructures, within a defined scope. In the official Spanish text, the acronym appears as 'basado en la TRD' (tecnología de registro descentralizado); we use DLT because it is the term you will see in the sector.
The three types of DLT infrastructure
The Pilot Regime defines three types (Art. 2 of Regulation (EU) 2022/858):
- DLT MTF: a DLT-based multilateral trading facility. It is an alternative market where buy and sell orders for tokenized securities are matched, but the transaction is not settled.
- DLT SS: a DLT-based settlement system. This is where the transaction actually closes: ownership passes from seller to buyer and is recorded.
- DLT TSS: a DLT-based trading and settlement system. It combines the previous two functions in a single infrastructure, trading and settling under one roof.
The limits that affect you
The Pilot Regime does not accept any security. It sets caps per instrument and per infrastructure (Art. 3 of Regulation (EU) 2022/858):
- Shares: only if the issuer's market capitalization is less than 500 million euros.
- Bonds or notes: only if the issuance volume is less than 1,000 million euros.
- Fund units: only if the assets under management are worth less than 500 million euros.
- The DLT infrastructure also has an aggregate cap: the market value of all instruments it records cannot exceed 6,000 million euros. When it reaches 9,000 million, a transition strategy is triggered.
Reform under way (October 2026). On 4 December 2025, the European Commission proposed, within its market integration and supervision package, to reform the pilot regime: remove the caps by type of instrument, open it to all financial instruments and raise the aggregate limit per infrastructure from 6,000 to 100,000 million euros. The proposal is still being negotiated in the Council and the European Parliament and is not applicable: until it is approved, the thresholds of Regulation (EU) 2022/858 apply.
What it means for you: if your issuance is medium or small sized, you fit comfortably within these thresholds. The problem is not the limit. It is that in Spain there are still almost no infrastructures authorized under this regime. The door exists, but there are few behind it.
Regulated markets and traditional MTFs
The third route is to admit your security to trading on a regulated market or on a classic MTF, a multilateral trading facility, the alternative market as we have always known it. It is the option with the most potential liquidity and, at the same time, the most demanding and the least common for a small tokenized issuance.
Admitting a security to trading is not a formality. It requires an approved prospectus or an exemption case, the venue's admission requirements, and a size and issuer profile that SME STOs rarely reach in their first round (MiFID II regime and Regulation (EU) 2017/1129).
What it means for you: do not count on admission to trading as an exit on day one. It is a maturity goal, not a starting point. Design the issuance so that the other two routes work in the meantime.
Actual state of the market in Spain
The secondary market for real-world tokens in Spain is incipient. There are few authorized infrastructures, volumes are limited and registration depends on one of the few authorized ERIRs as of 2026, such as Ursus-3 Capital. Liquidity exists in theory more than in practice.
This is not a defect of the model: it is its phase. The legal framework is built. The ERIR provides registry support for transfers (Art. 8 LMVSI; RD 814/2023), the Pilot Regime authorizes native DLT infrastructures (Regulation (EU) 2022/858) and MiFID II covers traditional markets. What is missing is density: more operational infrastructures, more issuances, more counterparties.
What it means for you: be honest with your investors. Communicate that liquidity is limited and that the main exit today is bilateral transfer between admitted investors. Promising a liquid market that does not exist is a reputational and legal risk.
Liquidity options table
| Route | How it works | Maturity in Spain (2026) | What it requires |
|---|---|---|---|
| Bilateral transfer | Direct sale between admitted investors, recorded in the ERIR | Available, but manual and slow | Open whitelist, suitability screening and buyer AML check |
| DLT Pilot Regime | Trading or settlement in DLT MTF, DLT SS or DLT TSS | Authorized framework, very few operational infrastructures | Respect the thresholds of art. 3; access an authorized infrastructure |
| Regulated market or traditional MTF | Admission to trading on a traditional venue | Uncommon for SME STOs | Prospectus or exemption, admission requirements, size and issuer profile |
What to do now
Your liquidity plan starts before issuance and is executed afterwards. These are the concrete steps:
- Design the transfer logic with the exit in mind. Decide which investors can receive tokens and keep the whitelist operational. If you have not issued yet, review it in the guide to issuing security tokens in Spain.
- Confirm how transfers will be recorded in the registry. Understand the role of the ERIR in the registry of security tokens before promising any exit route.
- Place your project in the broader context with the 2026 guide to asset tokenization for companies.
- Resolve the terminology that appears in your documentation with the glossary.
- Communicate real liquidity to your investors, not the desired liquidity. Bilateral transfer is today the safest exit.
Frequently asked questions
Does my security token have automatic liquidity when issued?
No. Issuance creates the security and records it, but it does not create a market where it can be sold. Liquidity is a separate layer built with bilateral transfer, DLT infrastructures or admission to trading. Every change of ownership is recorded in the ERIR to produce effects against third parties (art. 8 LMVSI; RD 814/2023).
What is the DLT Pilot Regime and can it help me provide liquidity?
It is a European framework that authorizes trading and settlement infrastructures based on distributed ledger technology, with three types: DLT MTF, DLT SS and DLT TSS (Regulation (EU) 2022/858). It can help in theory, but in Spain there are very few operational infrastructures as of 2026, so its practical use is still limited.
Are there size limits for using the DLT Pilot Regime?
Yes. Art. 3 of Regulation (EU) 2022/858 sets caps: shares of issuers with a capitalization below 500 million euros, bonds with an issuance below 1,000 million, funds with less than 500 million under management, and an aggregate cap of 6,000 million per infrastructure. Small and medium issuances fit without a problem. The Commission proposed in December 2025 to remove the per-instrument caps and raise the aggregate to 100,000 million; the reform is still in the legislative process.
Who records secondary market transfers?
The ERIR, the Entity Responsible for Registration and Registry. It is the digital notary of the security: it records who is the holder at each moment (art. 8 LMVSI; RD 814/2023). As of 2026, the first ERIR authorized in Spain is Ursus-3 Capital.
Can I promise my investors that they will have liquidity?
It is not advisable. The secondary market for real-world tokens in Spain is incipient, with limited volumes. The safest exit today is bilateral transfer between admitted investors. Communicate real liquidity, with its limits, to avoid reputational and legal risk.
Notice
Informational content. It does not constitute legal, tax or investment advice. HokenFi is a software and infrastructure provider; it does not provide regulated services. Verify the current version of the cited rules in BOE and EUR-Lex.
Cited regulations
- Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión (LMVSI), BOE-A-2023-7053 (art. 8).
- Real Decreto 814/2023, de 8 de noviembre, por el que se desarrolla el régimen de los sistemas de información basados en tecnología de registro distribuido y de las entidades responsables de la inscripción y el registro (ERIR), BOE.
- Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot regime for market infrastructures based on distributed ledger technology, CELEX 32022R0858 (arts. 2 and 3).
- Directive 2014/65/EU (MiFID II): markets in financial instruments regime.
- Regulation (EU) 2017/1129 (Prospectus Regulation): CELEX 32017R1129.
