Securitizing (titularizar, in Colombia and Ecuador) is transferring assets that generate cash flows, such as loans, invoices or rents, to a separate vehicle that issues securities backed by them. Tokenizing is representing a security on a distributed ledger. One is structure and the other is ledger, so they can be combined: the real choice is between securitizing and making a direct tokenized issuance.
What securitization is and who is involved
In a securitization, the originator (a bank, a finance company or a company with accounts receivable) transfers a portfolio of assets to a vehicle separate from itself. That vehicle issues fixed-income securities and pays investors with what the assets collect. If the originator goes bankrupt, the portfolio is isolated from its creditors: that is the purpose of the structure.
Several parties work around the vehicle: a management company or trust company that administers it, a portfolio administrator that collects and reports, one or more rating agencies, auditors and the placement bank. The securities are usually divided into tranches with different seniority: the senior tranche is paid first and the subordinated tranche absorbs the first losses. The more parties involved, the more fixed costs, and that is why securitization needs volume.
The securitization vehicle in each country
The name changes from one country to another, and so does the vehicle. The table summarizes the usual structure and its main framework; it does not cover all the options permitted by each law.
| Country | Common term | Vehicle | Framework and supervisor |
|---|---|---|---|
| Spain | Securitization | Securitization fund: separate pool of assets with no legal personality, managed by a securitization fund management company | Ley 5/2015 (art. 15) and Reglamento (UE) 2017/2402; CNMV |
| Mexico | Securitization | Irrevocable trust that issues stock certificates in trust; the trustee must be a bank, a brokerage firm, or an investment fund operator | Securities Market Law (art. 63); CNBV |
| Argentina | Financial trust | Trust whose trustee is a financial entity or a company authorized by the CNV; it issues trust debt securities and participation certificates | Civil and Commercial Code (art. 1690) and CNV regulations |
| Colombia | Securitization | Autonomous estate created by irrevocable commercial trust, or collective investment fund; in mortgage portfolios, securitization companies operate | Decree 2555 of 2010 (art. 5.6.1.1.2); Financial Superintendence |
| Peru | Securitization | Securitization trust, with a securitization company as trustee | Securities Market Law (title XI, art. 291); SMV |
| Chile | Securitization | Separate estate of a securitization company, which issues securitized bonds | Law 18.045 (title XVIII); CMF |
| Ecuador | Securitization | Commercial trust or collective fund as a special purpose estate | Securities Market Law (art. 138 et seq.); Superintendence of Companies, Securities and Insurance |
Almost all Latin American countries rely on some form of trust to segregate assets. Spain uses a fund without legal personality that, to be incorporated, requires a prospectus approved and registered by the CNMV (art. 22 of Ley 5/2015). In addition, the European regulation requires the originator, sponsor, or original lender to retain at least 5 % of the risk (art. 6 of Regulation (EU) 2017/2402).
Securitizing and tokenizing are not mutually exclusive
Tokenizing does not change the nature of a security; it changes where and how it is registered. In the European Union, a tokenized security remains a financial instrument and falls outside MiCA (art. 2.4). In Spain, its register is kept by an ERIR, a figure created by article 8 of Ley 6/2023 and developed by RD 814/2023.
That is why a securitization can be issued in tokenized form. Argentina has regulated it expressly: in June 2025, the CNV opened a pilot regime to digitally represent securities of financial trusts with public offering whose underlying assets are real assets (RG 1069/2025). In Spain, the framework of Ley 6/2023 allows representing negotiable securities on distributed registers, but applying it to the bonds of a securitization fund requires fitting together the management company, the prospectus, and the ERIR, and it is not yet a common route.
Costs and timelines versus a tokenized issuance
The useful comparison is between a traditional securitization and a direct tokenized issuance, in which the company itself or a special purpose vehicle issues a bond or a promissory note registered in an ERIR. We do not give figures, because they depend on the country, the size, and the quality of the portfolio; we can, however, outline what drives each invoice.
| Aspect | Traditional securitization | Direct tokenized issuance |
|---|---|---|
| What backs the payment | A portfolio ring-fenced from the originator | The issuer's credit, or that of the vehicle and its collateral |
| Parties involved | Originator, asset manager or trustee, portfolio administrator, rating agencies, auditor and placement agent | Issuer, legal advisor, ERIR, authorized placement entity and technology provider |
| Fixed costs | High: portfolio analysis, rating, tranches and vehicle management | Concentrated in legal and registry matters; technology is a small part |
| Volume that justifies them | Large and with homogeneous assets | Also medium-sized |
| Timeline | Months: portfolio review, rating and prospectus | Months: the legal phase sets the pace, not development |
| Obligations specific to the EU | 5% retention, due diligence and transparency under Regulation (EU) 2017/2402 | Securities regulations: MiFID II, prospectus or exemption and ERIR |
| Life of the issuance | Periodic portfolio reports | Payments and automatable events on the register |
When each one is suitable
| Your situation | Path that usually fits |
|---|---|
| Large, homogeneous portfolio of loans, leases or receivables, with a collection history | Securitization |
| Financing the company or a specific project for a medium amount | Direct tokenized issuance, such as a bond or a promissory note (see tokenization of debt and bonds) |
| Few contracts with predictable cash flows: a PPA, royalties or rents | Tokenized receivables in a dedicated vehicle; securitization usually requires more volume |
| Short-term invoices with solvent clients | Factoring or promissory notes rather than either of the two |
| Latin American company seeking European investors | Spanish vehicle and tokenized issuance with ERIR |
Criterion for the issuer
Start by asking yourself what you want to finance. If it is a portfolio that already exists and you want to take it off your risk or finance it at scale, securitization is the natural tool, and its tokenized version is beginning to gain traction in some markets. If it is your company or a specific asset, and the amount does not absorb the fixed costs of a securitization, a direct tokenized issuance deserves serious analysis. In both cases the investor looks at the same things: quality of the cash flows, documentation, and who is liable if something fails. If you operate from Latin America and are looking for European capital, the route is in tokenization for issuers from Latin America.
Not sure whether to securitize a portfolio or issue tokenized debt? 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 asset securitization?
It is the process by which an originator transfers cash flow generating assets, such as loans, invoices, or leases, to a separate vehicle that issues fixed income securities backed by them. Investors are paid from what those assets pay, and those assets are isolated from the originator's risk. The vehicle varies by country: securitization fund in Spain, trust in most of Latin America.
What does titularización mean?
It is the name given to securitization in Colombia and Ecuador. In Colombia it is carried out through a separate estate constituted by an irrevocable commercial trust or a collective investment fund (Decreto 2555 de 2010); in Ecuador, through a commercial trust or a collective fund. In Chile the term is securitización and in Mexico bursatilización.
What is a securitization trust in Peru?
It is the estate constituted with the assets transferred by the originator to back the securities issued against it. It is regulated by Title XI of the Securities Market Law, and the fiduciary role corresponds to a securitization company, except for the exceptions allowed by the SMV. Investors are paid from the trust estate, not from the originator.
Is securitizing the same as tokenizing?
No. Securitizing is a structure: separating assets into a vehicle that issues securities against them. Tokenizing is a form of registry: representing a security on distributed ledger technology. They can be combined, as in the Argentine pilot regime for financial trusts. For a mid-sized issuer, the practical alternative is usually a direct tokenized issuance of bonds or promissory notes.
