The Ley del Mercado de Valores in force in Spain is Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión (LMVSI). It has been in force since 7 April 2023, repealed the 2015 consolidated text, and its article 8 allows shares and bonds to be represented in distributed ledger technology (DLT) through an ERIR.
This guide is intended for those who issue: what the law regulates, how its articles are organized, which royal decrees implement it, what changed compared with the TRLMV, and what you can do today with its article 8. The official, updated version is in the consolidated text of Ley 6/2023 in the BOE.
What is the LMVSI and what does it regulate
LMVSI stands for Ley de los Mercados de Valores y de los Servicios de Inversión, the official name of Ley 6/2023, published in the BOE on 18 March 2023. It is the framework law of the Spanish securities market. Under article 1, it regulates the issuance and offering of financial instruments, trading venues, registration, clearing and settlement systems, the regime for investment services firms and the supervision, inspection and sanction by the CNMV.
The starting point is the definition of transferable security in article 2: any right with financial content that, due to its legal configuration and transfer regime, is capable of widespread and impersonal trading in a financial market. If the instrument you offer to investors fits there, your issuance falls within the scope of the law, whatever technology you use to register it. This is the principle of technological neutrality: a security represented on blockchain is still a security.
The law also contains a section on crypto-assets that should not be confused. It designates the CNMV as the competent authority for the issuance, offering and admission to trading of crypto-assets that are not financial instruments, that is, those regulated by MiCA. A security token does not belong to that group: article 2.4 of Regulation (EU) 2023/1114 excludes financial instruments from MiCA, which follow the LMVSI and MiFID II. To draw that boundary case by case, there are ESMA guidelines on crypto-assets as financial instruments, applicable from 18 May 2025.
Index of Ley 6/2023: the ten titles
The law has 340 articles distributed across ten titles, plus additional and transitional provisions, one repealing provision and fifteen final provisions, which amend other laws such as the Ley de Sociedades de Capital. The table serves as a map to locate what affects an issuance.
| Title | Subject matter | Articles | What an issuer looks at |
|---|---|---|---|
| I | General provisions and transferable securities | 1-15 | If your instrument is a transferable security, how it is represented (art. 6), the issuance document (art. 7), and registry entities, including the ERIR (art. 8) |
| II | National Securities Market Commission | 16-33 | Who supervises and with what powers |
| III | Primary market for transferable securities | 34-41 | Freedom of issuance (art. 34), prospectus and exemptions (art. 35), debt issues and bondholders' syndicate |
| IV | Trading venues, post-trading, periodic disclosure, significant holdings, takeover bids and proxy advisors | 42-121 | Only if you are seeking organized trading: regulated markets, multilateral trading facilities and SME growth markets (art. 76) |
| V | Investment firms | 122-181 | Which entities can place, custody or act as ERIR (ancillary service under art. 126.a) |
| VI | Data reporting services | 182-186 | Rarely affects an issuer |
| VII | Investment Guarantee Fund | 187-190 | Investor protection in the event of insolvency of the entity providing the service |
| VIII | Conduct of business rules and market abuse | 191-231 | How entities placing the issuance must treat your investors |
| IX | Supervision, inspection and penalties | 232-337 | Consequences of failing to comply with disclosure or offer obligations |
| X | Tax regime for transactions in securities | 338-340 | VAT and Transfer Tax exemption on the transfer of securities, with a real estate anti-avoidance exception (art. 338), and the issuer's duty to report issuances, subscriptions and transfers to the Tax Agency (art. 339) |
A practical warning if you check the BOE these days: the consolidated text may show a Title XI, «Cuenta de Ahorro e Inversión Financia Europa» (articles 341 to 356). It was added by Real Decreto-ley 26/2026, of 29 September, in force since 1 October 2026, but Congress agreed to repeal that Real Decreto-ley on 2 October 2026, and as a result those additions have been rendered ineffective. The law again has ten titles.
Royal decrees implementing Ley 6/2023
LMVSI is a principles-based law: it sets out the essentials and leaves the technical detail to regulations. The implementing package was published in the BOE on 9 November 2023. While it was being adopted, the previous rules remained in force to the extent they did not contradict the law (fifteenth final provision).
| Rule | Purpose | Validity and repeals | Why it matters to the issuer |
|---|---|---|---|
| Real Decreto 813/2023 | Legal regime for investment firms and other entities providing investment services | In force since 29-11-2023; repeals RD 217/2008 | Requirements for entities that place, custody or advise on your issuance |
| Real Decreto 814/2023 | Financial instruments, admission to trading, registry of transferable securities and market infrastructures | In force since 29-11-2023; repeals, among others, RD 1310/2005 (admission, offers and prospectus) and RD 878/2015 (registration and settlement) | Representation of securities, also in DLT; issuance document; ERIR regime; admission to trading and public offers |
| Real Decreto 815/2023 | Official registers of the CNMV, cooperation with other authorities and supervision of investment firms | In force since 10-11-2023 | What information appears in the CNMV's public registers |
| Real Decreto 816/2023 | Amends the Regulation on collective investment institutions (RD 1082/2012) to adapt it to Ley 18/2022 and the LMVSI | Published the same day | Only if the issuing vehicle is a fund or an investment company |
A common confusion: the ERIR regime, who can be one and what functions it assumes, is in article 8 of the law and in RD 814/2023. Do not attribute it to RD 815/2023, which deals with the CNMV's official registers and the supervision of investment firms.
What changed compared with the TRLMV of 2015
The LMVSI is not a partial reform. Its sole repealing provision repeals the consolidated text of the Ley del Mercado de Valores (Real Decreto Legislativo 4/2015) and the reales decretos-leyes 21/2017 and 14/2018 that had amended it. These are the changes with the greatest impact for an issuer:
- A third way to represent securities. Along with certificates and book entries, article 6 allows systems based on distributed ledger technology. The chosen form applies to the entire issuance, and securities admitted to trading must be in book entries or in DLT within the Pilot Regime of Regulation (EU) 2022/858. The 2015 text did not contemplate this route.
- Law of principles and general regulations. The law regulates only the essential elements with statutory rank and refers the detail to the 2023 royal decrees, which allows the technique to be adjusted without reopening the law.
- More agile fixed income. The preamble explains the removal of superfluous requirements to admit fixed-income securities to trading, including the double control of the regulated market and the CNMV.
- European transposition. It incorporates Directive (EU) 2020/1504 and, in part, Directives (EU) 2021/338, 2019/2177 and 2019/2034, the latter on the prudential regime for investment firms.
- CNMV as MiCA authority. It designates the CNMV for crypto-assets that are not financial instruments and adds the corresponding sanctioning regime.
- Supervision and sanctions. It reorganizes and simplifies the sanctioning regime. For the issuer, the practical message is that disclosure obligations in an offer are supervised with the same rigor whatever the form of representation.
Article 8: DLT securities and the ERIR figure
Section 4 of article 8 is the piece that distinguishes this law from its predecessors. It provides that the registry of securities represented in DLT be kept in the form set out in the issuance document (art. 7) and that the issuer designate one or more entities responsible for administering the registration and registry: the ERIR. The law itself attributes to it, among other functions, the identification of holders and the management of corporate events, registrations and liens. The designated entity must be authorized for the custody and administration of financial instruments (art. 126.a), and RD 814/2023 completes the regime.
This is not a theoretical provision. The CNMV authorized the first ERIR, URSUS-3 Capital, A.V., in November 2024. As of 2 October 2026, it is the entity listed in the CNMV's official register; the press reported in May 2026 the authorization of Bestinver Securities as an ERIR, which is not yet recorded in that register. The updated detail is in the register of ERIRs in Spain.
If you also want organized trading of DLT securities, article 6.2 refers to the DLT Pilot Regime. The CNMV authorized on 26 November 2025 the first DLT trading and settlement system in Spain, that of Securitize Europe Brokerage and Markets, S.V. The European Commission proposed on 4 December 2025 a reform of the pilot that removes the per-instrument caps and raises the aggregate limit; it is still in process and is not applicable today.
What an issuer can do today
Issuing securities represented in DLT is not a shortcut outside the regulated market: it is a procedure provided for by the law itself. Simplified, it has four steps:
- Define the instrument: shares, bonds or another transferable security, with the corporate form that allows it.
- Appoint the ERIR in the issuance document, which is filed with it.
- Document the offer: with a prospectus approved by the CNMV or under an exemption. There is a mismatch here worth knowing: article 35 of the law still cites 8 million euros, but since 5 June 2026 the Prospectus Regulation, amended by the Listing Act, exempts offers of up to 12 million over 12 months, with a national option of 5 million. The CNMV states that the Spanish adaptation is pending, so confirm the applicable threshold with your advisor before launching the offer.
- Register and administer the securities throughout their life: transfers, corporate events and the communication to Hacienda under article 339.
The full journey, with timelines and documentation, is in the guide on how to issue a security token in Spain, and the general overview of the framework, in regulated asset tokenization in Spain. To choose between book-entry and DLT, the practical criterion is this: if your transaction benefits from a programmable registry, automated corporate events and less dependence on intermediaries, the article 8 route deserves analysis; if your plan involves listing in the short term on a traditional regulated market, book-entry remains the standard path.
Are you going to issue securities under Ley 6/2023? Take the issuance diagnostic (2 min) or request a proposal.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
Frequently asked questions
What is Ley 6/2023 del Mercado de Valores?
It is the Ley de los Mercados de Valores y de los Servicios de Inversión, of 17 March 2023, in force since 7 April 2023. It replaces the 2015 consolidated text, defines what a negotiable security is, governs its issuance, representation and trading, regulates investment services companies and assigns supervision to the CNMV. Its article 8 allows the representation of securities using distributed ledger technology.
What does the acronym LMVSI mean?
LMVSI stands for Ley de los Mercados de Valores y de los Servicios de Inversión, the official name of Ley 6/2023. It is the current securities market law in Spain and replaced the TRLMV (Real Decreto Legislativo 4/2015). It is used as an abbreviation in CNMV texts, law firms and specialized press to distinguish it from the previous law, which was usually cited as LMV or TRLMV.
What does article 8 of Ley 6/2023 say?
It regulates who keeps the register of the securities. For those represented using distributed ledger technology, it requires the issuer to appoint in the issuance document one or more entities responsible for administering the registration and record-keeping (ERIR), authorized for the custody and administration of financial instruments. The ERIR identifies the holders and manages corporate events and liens. RD 814/2023 implements its regime.
Which royal decrees implement Ley 6/2023?
The main ones were published on 9 November 2023: RD 813/2023, on investment services companies; RD 814/2023, on financial instruments, admission to trading, securities register and market infrastructures, which includes the ERIR regime; and RD 815/2023, on CNMV official registers and supervision. RD 816/2023 also adapted the regulation on collective investment institutions.
Does MiCA apply to securities issued under this law?
No. Article 2.4 of Regulation (EU) 2023/1114 (MiCA) excludes from its scope crypto-assets that are financial instruments. A security token is a negotiable security and is governed by Ley 6/2023, by MiFID II and by the rest of securities regulation. Ley 6/2023 does designate the CNMV as the competent authority for crypto-assets that are not financial instruments.
