Not all companies can issue the same thing. Before thinking about technology, you must check whether the vehicle is suitable for issuing securities: a public limited company and a private limited company do not start from the same position, and in some cases the issuance requires transforming the company or setting up a specific vehicle for the asset.
You wonder whether your company, as it stands today, can issue a security token. Before thinking about blockchain, smart contracts or investors, you need to know one thing: whether your corporate vehicle is suitable for issuing a security. Not all corporate forms can issue the same thing. An SA and an SL do not start from the same position. And the answer depends on what you want to issue: equity or debt.
This guide resolves the diagnosis. Not the process (that is covered by how to issue a security token in Spain), but the prior question: can MY company issue? We classify you by type of entity and type of security, and we tell you what you need in each case.
Which companies can issue a security token?
Any company with a validly constituted security can issue a security token, with one corporate-form nuance that decides everything: to issue equity (shares) you need to be a public limited company (SA); to issue debt (bonds or promissory notes) it is enough to be a legal entity authorised to borrow. A security token is not a new legal category. It is a transferable security of the usual kind (a share, a bond) represented by distributed ledger technology instead of in a traditional book entry (art. 6 and 7 Ley 6/2023, LMVSI). The question “can I issue?” is, at bottom, the question “can I issue the security underlying the token?”
What it means for you: your ability to issue is not decided by technology. It is decided by your corporate form and the type of security you want to represent. If that fits, the token is just the wrapper.
If you want to issue tokenized shares, you need an SA
Only a public limited company (SA) can represent its capital as transferable securities. A private limited company (SL) cannot tokenize its shares as a security token, because the law prohibits the shares of an SL from being represented by certificates or book entries or from being considered securities. This is not a limitation of tokenization. It is company law that predates any blockchain. The shares of an SL are not transferable securities and cannot be (art. 92.2 LSC, Real Decreto Legislativo 1/2010). Therefore, there is no security “underneath” that you can tokenize as an equity security token.
What makes an SA different
The capital of an SA is divided into shares, and shares are indeed transferable securities. They can be represented through systems based on distributed ledger technology (Ley 6/2023). That is where the equity security token fits. If you are already an SA, your capital is tokenizable from the outset.
If you are an SL and want to tokenize equity
You have two paths. The first: convert the SL into an SA (a formal corporate act, with an audit of the net assets and a capital increase to the minimum of 60,000 euros). The second: create an SPV (a special purpose vehicle, a new company created solely for this issuance) in the form of an SA, which is the entity that issues. The parent SL retains control of the SPV. This pattern is common when you do not want to touch the structure of your operating company. You have the details in tokenization of shares in Spain.
What it means for you: if you are an SL, tokenized equity is not closed off, but it requires a prior corporate step. It is not “impossible”; it is “not as you are today”.
If you want to issue debt, almost any company will do
Any legal entity authorised to issue debt can tokenize bonds, debentures or promissory notes. Here the SL is not excluded: an SL can issue debentures and, therefore, can issue tokenized debt. Debt does not touch share capital. It is a credit right against the company. The restriction of art. 92.2 LSC affects shares (capital), not the debt securities that the SL issues. That is why the debt path is more open than the equity path.
What type of company can issue debt
SA, SL, cooperatives, foundations with the capacity to borrow through securities: the universe is broad. The key is that the debt security is validly constituted in accordance with your articles of association and applicable law, and that you represent it through a recognised registry system. That turns a bond into a tokenized bond.
What it means for you: if you are an SL and what you are looking for is debt financing, you can issue without transforming your legal form. The equity obstacle does not apply.
What the issuer needs in all cases
Whether equity or debt, every valid issuance of a security token in Spain needs four pieces: a suitable corporate vehicle, an issuance document, a designated ERIR and the correct offering regime. Without these four pieces you do not have a security token: you have a website with a smart contract. We'll review them.
The four pieces
Suitable vehicle: an SA for equity; a legal entity authorized for debt. It is the first filter and the one this guide resolves.
Issuance document: the formal act where you declare what security you issue, on what terms and with what rights. It is the legal birth certificate of the security (art. 7 LMVSI).
ERIR: the entity responsible for the registry, the digital notary of the distributed registry system. It certifies the state of the registry and who owns each security. Without a designated ERIR there is no valid issuance (art. 8 LMVSI; Real Decreto 814/2023). As of today, in 2026, Ursus-3 is the first ERIR authorized in Spain; it is advisable to verify the CNMV's current registry before planning.
Offering regime: if you are going to offer the security to investors, you decide between publishing a prospectus approved by the CNMV or relying on an exemption (for example, an offer only to qualified investors or below the thresholds) (Regulation (EU) 2017/1129).
What it means for you: the corporate form is only the entry point. Even if your vehicle fits, without an issuance document, ERIR and offering regime you have not issued anything with legal effect.
You do not need to be a financial institution to issue your own securities
Your company does not need a financial institution license to issue its own security tokens. Issuing your own securities is not an investment service. What may require a regulated entity is marketing them to third parties. There is a frequent confusion here. Creating and issuing your shares or bonds is an act of the issuing company itself, not an activity subject to financial authorization. An industrial company can issue bonds without being a bank.
Where the regulated entity does appear
The boundary is marketing to third parties. If you are going to actively attract investors (advising, receiving orders, placing the issuance with clients), that is where investment services come in, which do require an ESI or an EAF: an investment services company or a regulated financial advisor, under MiFID II. The ERIR also comes in, which is an authorized entity independent from the issuer. You issue; they intermediate or register.
What it means for you: being an operating SA or SL is enough to issue your securities. The regulated license is needed by whoever intermediates, not by whoever issues their own.
Table: what each type of company can issue
| Type of company | Tokenized equity? | Tokenized debt? | What it needs |
|---|---|---|---|
| Public limited company (SA) | Yes | Yes | Issuance document, ERIR, offering regime |
| Private limited company (SL) | No (art. 92.2 LSC) | Yes | For equity: transform into an SA or create an SPV-SA. For debt: issue directly |
| SPV in the form of an SA | Yes | Yes | Incorporate the vehicle, issuance document, ERIR, offering regime |
| Cooperative / other legal entity | No (it does not have share capital) | Yes, if it is authorized to issue debt | Verify statutory and legal authorization; issuance document, ERIR |
| Natural person (self-employed) | No | No (does not issue transferable equity securities) | Needs to incorporate a company to issue securities |
Quick classification
Viable today: SA that wants to issue equity or debt. SL that wants to issue debt. SPV-SA created for the issuance.
Grey area (requires a prior step): SL that wants to issue equity. It must convert into an SA or create an SPV-SA. Cooperative or foundation that wants to issue debt. It must first verify its legal and statutory authorization.
Not viable: natural person who intends to issue transferable shares or bonds without first incorporating a company. SL that insists on tokenizing its interests as an equity security token without changing its legal form.
What to do now
First identify what you want to issue: equity or debt. Then look at your corporate form. If you are an SA, your path is clear for both. If you are an SL and are looking for debt, also. If you are an SL and are looking for equity, your first decision is conversion or SPV.
Then, once you are clear on the vehicle, go to the full process in how to issue a security token in Spain. If you are still in the conceptual phase, start with what asset tokenization is. And if you need to clarify terms such as ERIR, ESI or issuance document, check the glossary.
Frequently asked questions
Can an SL issue a security token?
Yes, but with a nuance. An SL can issue tokenized debt (bonds, debentures, promissory notes) directly. It cannot issue tokenized equity, because its interests are not transferable securities (art. 92.2 LSC). For equity, it must convert into an SA or create an SPV in the form of an SA.
Do you need to be an SA to tokenize?
Only to tokenize equity. Shares are transferable securities and only an SA has its capital divided into shares. To tokenize debt, you do not need to be an SA: a legal entity authorized to issue debt securities is enough.
Do I need a financial license to issue my own securities?
No. Issuing your own shares or bonds is not an investment service and does not require a financial institution license. Regulated authorization (ESI or EAF, under MiFID II) appears when the issuance is marketed to third parties, not when a company issues its own.
Can a natural person issue a security token?
Not equity. A natural person does not have capital in shares or issue transferable equity securities. To issue securities, they need to incorporate a company first. The usual route is to create an SA or an SPV-SA.
What exactly is the ERIR and why do I need it?
The ERIR is the entity responsible for the registry, the digital notary of the distributed ledger system. It certifies the state of the registry and who holds title to each security. Without a designated ERIR there is no valid issuance (art. 8 LMVSI; Real Decreto 814/2023). In 2026 Ursus-3 is the first ERIR authorized in Spain; verify the current CNMV registry.
Can my company issue without a prospectus?
It depends on to whom you offer the security. You can rely on a prospectus exemption (for example, offering only to qualified investors or below the thresholds) instead of publishing a prospectus approved by the CNMV (Regulation (EU) 2017/1129). The issuance is valid; what changes is the offering regime.
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. Check the current version of the rules cited in the 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): arts. 6, 7 and 8.
- Real Decreto Legislativo 1/2010, de 2 de julio, texto refundido de la Ley de Sociedades de Capital (LSC): art. 92.2.
- Real Decreto 814/2023, implementing the LMVSI and the regime for the entities responsible for registration (ERIR), and Real Decreto 815/2023 (official registers of the CNMV).
- Regulation (EU) 2017/1129, on the prospectus for the public offer of securities.
- Directive 2014/65/EU (MiFID II), on markets in financial instruments and investment services.
