What determines whether a token is a security token or falls under MiCA is not its name, but the rights it incorporates. If it grants economic or political rights typical of a financial instrument, it is governed by securities market regulations. If it does not grant them, it may fall within the scope of MiCA.
Are you going to tokenize an asset and don't know which regulation your token falls under? It's the first question of every issuer in Spain, and everything else depends on it: the supervisor, the documentation and the cost. The rule is simple: what matters is the right incorporated by the token, not what you call it. Use this table to classify your case at a glance and you'll know if it would be a security token (Ley 6/2023 and MiFID II, supervised by the CNMV) or if it falls under the MiCA crypto-asset regulation.
Classify your token at a glance
| What your token represents | Legal category | Regulation and supervisor |
|---|---|---|
| Shares of a public limited company (interests in an S.L. are not securities) | Security token | Ley 6/2023 + MiFID II · CNMV · outside MiCA (art. 2.4) · ERIR |
| Debt: bond, debenture or promissory note (a bilateral loan is not a security) | Security token | Ley 6/2023 + MiFID II · CNMV · outside MiCA · ERIR |
| Participation in a fund (IIC) | Security token | Ley 6/2023 + Ley 35/2003 · CNMV · outside MiCA |
| “Utility” with economic rights (profit sharing or value linked to the project) | Reclassifiable as a security | Substance over form (art. 4 MiFID II); ESMA Guidelines 2025 · CNMV |
| Stablecoin referenced to an official currency (e.g. the euro) | EMT (MiCA) | MiCA, Title IV · Banco de España |
| Stablecoin referenced to a basket of assets or currencies | ART (MiCA) | MiCA, Title III · Banco de España |
| Access to an already functional service, with no economic rights | Other crypto-asset («utility») | MiCA, Title II · CNMV · white paper |
| Unique non-fungible item (art, collectible), not fractionalized | Excluded from MiCA | MiCA, art. 2 (exclusions) |
Does your case fall under «security token»? This is exactly what HokenFi structures: regulated issuances under Ley 6/2023 and MiFID II, with registration in ERIR and CNMV supervision. Talk to an issuance expert or read the guide on how to issue a security token in Spain.
How a token is classified in Spain (the framework the table applies)
The golden rule is that legal nature prevails over technology. A token is not a new legal category: it is the medium for a right that already exists. To know which regulation applies, you look at what right it incorporates, not what it is called.
If the token incorporates rights typical of a financial instrument (shares, bonds, fund units or derivatives under Annex I of MiFID II), it is a security token: it is governed by Ley 6/2023 (LMVSI) and MiFID II, supervised by the CNMV and excluded from MiCA under its article 2(4). Its issuance requires an issuance document, a CNMV prospectus or an exemption, and registration with an entity responsible for registration and recording (ERIR), regulated by Real Decreto 814/2023.
If the token does not incorporate a financial right, it falls within the scope of the MiCA crypto-asset regulation: as an electronic money token (EMT, Title IV, Banco de España) if it references an official currency; as an asset-referenced token (ART, Title III, Banco de España) if it references a basket; or as an «other crypto-asset» under Title II (what the market calls utility, supervised by the CNMV) in all other cases. Unique and non-fungible NFTs are excluded from MiCA (art. 2).
The critical point is substance over form (art. 4 MiFID II): if a token labelled as «utility» distributes profits or its value depends on the project's success, the CNMV and ESMA can reclassify it as a financial instrument, according to the ESMA Guidelines of March 2025. Labelling a token as utility does not protect against that reclassification.
Frequently asked questions
Does a security token fall under MiCA?
No. When the token represents a financial instrument (shares, bonds, fund units), it falls under Ley 6/2023 and MiFID II with CNMV supervision, and is excluded from MiCA under its article 2(4).
Can I avoid securities regulation by calling my token «utility»?
No. If the token has an economic component (distribution of profits or value linked to the project's success), ESMA and the CNMV can reclassify it as a financial instrument based on its substance (art. 4 MiFID II; ESMA Guidelines of 2025). The marketing label is not a protection.
What do I need to issue a security token in Spain?
Issuance document, prospectus approved by the CNMV or a prospectus exemption, distribution through an authorised entity and registration of the securities with an authorised ERIR. All under Ley 6/2023 and MiFID II.
Who supervises each type of token?
Security tokens and «other crypto-assets» under Title II of MiCA are supervised by the CNMV. Electronic money tokens (EMT) and asset-referenced tokens (ART) are supervised by Banco de España.
This content is informative and educational. It does not constitute legal, tax or investment advice. Check the current version of the rules in the BOE and EUR-Lex and consult a professional before issuing.
Do you prefer to start with the guide? Download the 2026 Guide to tokenizing an asset in Spain for free (PDF): legal framework, steps, timelines and costs.
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.
