---
title: "Security Token Regulation in Spain: 2026 Guide"
url: "https://hokenfi.com/en/security-token-regulation-spain/"
site: HokenFi
published: "2026-08-12T20:59:44+00:00"
modified: "2026-08-13T12:16:09+00:00"
language: en-US
author: "Jesús Sánchez Fernández"
description: "How Spain regulates security tokens and digital securities: Law 6/2023, the ERIR registry, CNMV supervision and the MiCA boundary, explained."
section: "Home > Security Token Regulation in Spain: 2026 Guide"
---

# Security Token Regulation in Spain: 2026 Guide

If your token gives its holder a share, a bond or another financial right, the crypto rulebook is not the one you need to read. Security token regulation in Spain is securities law: MiFID II, the Spanish Securities Markets Law and the EU Prospectus Regulation, supervised by the CNMV. Spain has turned that framework into an operating circuit for tokenized issuances, with a supervised registrar figure, authorised market infrastructure and defined disclosure thresholds. This page maps the pieces so you can locate your project before you structure it.

## The foundation: Law 6/2023 recognises tokenized securities

Law 6/2023, the Securities Markets and Investment Services Law (LMVSI), allows negotiable securities to be represented through distributed ledger technology, with the same legal effects as traditional book entries. A tokenized share or bond is not a synthetic claim sitting next to the real security; it is the security. That single point separates Spain from jurisdictions where tokenization still rests on contractual workarounds. ([Law 6/2023](https://www.boe.es/eli/es/l/2023/03/17/6/con))

The practical consequence for an issuer: your instrument keeps its full legal nature, and so do the obligations that come with it. Disclosure, conduct and supervision rules apply as they would to any securities issuance.

## The ERIR: the registrar of tokenized securities

DLT representation requires a supervised registrar. Article 8 of Law 6/2023 created the ERIR, the entity responsible for recording and registering securities represented on DLT: the digital registrar of the issuance. The figure was developed by Royal Decree 814/2023, which sets its authorisation requirements and obligations. The ERIR keeps the legal register of the tokenized securities and answers for its integrity. (art. 8, [Law 6/2023](https://www.boe.es/eli/es/l/2023/03/17/6/con); [Royal Decree 814/2023](https://www.boe.es/buscar/act.php?id=BOE-A-2023-22764))

The figure is no longer theoretical. The CNMV authorised the first ERIR, URSUS-3 Capital A.V., in November 2024. For an issuer, the criterion is simple: no ERIR designation, no tokenized issuance under Spanish law. Spanish-speaking readers can go deeper in our guide [qué es una ERIR](https://hokenfi.com/que-es-una-erir-registro-security-tokens-espana/).

## MiFID II or MiCA: locating your token

The most consequential classification question in European token regulation has a clear answer in the legal text. MiCA does not apply to crypto-assets that qualify as financial instruments; those are excluded from its scope and remain governed by securities law. A token carrying shareholder rights, debt claims or fund interests sits under MiFID II and the LMVSI, not under MiCA. (art. 2.4, [Regulation (EU) 2023/1114](https://eur-lex.europa.eu/legal-content/ES/TXT/?uri=CELEX%3A32023R1114))

Whether a given token is a financial instrument is a legal test, not a branding choice. ESMA has published guidelines on the conditions and criteria for qualifying crypto-assets as financial instruments, adopted in its final report of December 2024 and applicable since 19 March 2025. Supervisors use these criteria; so should your structuring analysis. ([ESMA75-453128700-1323](https://www.esma.europa.eu/document/final-report-guidelines-conditions-and-criteria-qualification-crypto-assets-financial))

Both regimes are now fully operative in Spain: the national transitional window for crypto-asset service providers under MiCA ended on 1 July 2026. A classification error therefore has immediate supervisory consequences, in either direction. (art. 143.3, Regulation (EU) 2023/1114)

|  | Security token (financial instrument) | Crypto-asset under MiCA |
| --- | --- | --- |
| Main rules | MiFID II, Law 6/2023, Prospectus Regulation | Regulation (EU) 2023/1114 |
| Disclosure document | Prospectus approved by the CNMV, unless an exemption applies | Crypto-asset white paper; prior authorisation only for certain categories |
| Registrar figure | ERIR required for DLT representation | No ERIR figure |
| Supervisor in Spain | CNMV | CNMV or Banco de España, by asset type |
| EU-wide distribution | Prospectus passport (arts. 24-25, Regulation (EU) 2017/1129) | Rights attached to MiCA authorisation or notification |
| Secondary trading | MiFID venues or DLT Pilot Regime infrastructure | Crypto-asset trading platforms under MiCA |

The decision rule: qualify the token first, then pick documents, partners and infrastructure. Doing it in the opposite order is how projects end up restructuring mid-issuance.

## When a prospectus is required

The baseline in the EU is that a public offer of securities requires an approved prospectus. The exemptions do the practical work. An offer addressed only to qualified investors, or to fewer than 150 persons per member state, or with a minimum ticket of 100,000 euros per investor, can proceed without one. (art. 1.4, [Regulation (EU) 2017/1129](https://eur-lex.europa.eu/legal-content/ES/TXT/?uri=CELEX%3A32017R1129))

Size matters too, and the numbers changed recently. The Listing Act raised the general exemption threshold to 12 million euros over 12 months, applicable since 5 June 2026, with a member state option to set a 5 million threshold instead. Spain applied an 8 million threshold under the previous regime, and the Spanish adaptation to the new ceiling is still going through the legislative process, so the figure applicable to a given offer should be confirmed at the time of issuance. Below the applicable threshold, an offer can run on an emission document without CNMV prospectus approval. ([Regulation (EU) 2024/2809](https://eur-lex.europa.eu/legal-content/ES/TXT/?uri=CELEX%3A32024R2809))

Above the thresholds, the prospectus earns its cost. Once the CNMV approves it, the passport of articles 24-25 turns one approval into EU-wide distribution. For issuers targeting retail investors in several member states, that is the route. Spanish readers will find the details in [qué es el folleto CNMV](https://hokenfi.com/que-es-el-folleto-cnmv/) and [qué es el Listing Act](https://hokenfi.com/que-es-el-listing-act/).

## Supervision: what the CNMV controls

The CNMV sits at every gate of the circuit. It authorises ERIRs, approves prospectuses, supervises investment firms and market infrastructure, and enforces conduct rules on the offer itself. In November 2025 it authorised the first Spanish DLT trading and settlement system, operated by Securitize Europe Brokerage and Markets, S.V. under the EU DLT Pilot Regime. That authorisation is a separate figure from the ERIR: one registers issuances, the other operates trading and settlement. ([Regulation (EU) 2022/858](https://eur-lex.europa.eu/legal-content/ES/TXT/?uri=CELEX%3A32022R0858))

For planning purposes, treat the CNMV as a counterpart in the process, not a formality at the end. Prospectus review and registration steps belong in your project plan from the start.

## Deep dives in Spanish

Our Spanish-language cluster covers each piece of this framework in depth: [la LMVSI](https://hokenfi.com/que-es-la-lmvsi-ley-6-2023/), [cómo emitir un security token en España](https://hokenfi.com/como-emitir-un-security-token-en-espana-erir-ley-6-2023-y-cnmv/), [el Régimen Piloto DLT](https://hokenfi.com/regimen-piloto-dlt-ue-explicado/) and [qué es MiCA](https://hokenfi.com/que-es-mica-reglamento/). If you are ready to act on this framework rather than study it, start with our page on [issuing security tokens in Spain](https://hokenfi.com/en/).

## Frequently asked questions

### Are security tokens legal in Spain?

Yes. Law 6/2023 recognises securities represented on distributed ledger technology with the same legal effects as book entries. The issuance must designate an ERIR, the supervised registrar created by that law, and comply with the securities regime: MiFID II conduct rules, prospectus requirements where applicable and CNMV supervision.

### Who supervises security token issuances in Spain?

The CNMV, the Spanish securities regulator. It authorises ERIRs, approves prospectuses and supervises the investment firms and market infrastructure involved. It authorised the first ERIR in November 2024 and the first Spanish DLT trading and settlement system in November 2025.

### Is there a threshold below which no prospectus is needed?

Yes. Since 5 June 2026 the general EU exemption covers offers up to 12 million euros over 12 months, with a member state option of 5 million. Offers limited to qualified investors, to fewer than 150 persons per member state, or with 100,000 euro minimum tickets are also exempt. National implementation details should be checked case by case.

**Classification decides everything that follows: regime, documents, partners and venues.** Run the [2-minute issuance assessment](https://hokenfi.com/diagnostico-de-emision/) or [request a proposal](https://hokenfi.com/solicita-propuesta/).

*This content is educational. It is not legal, tax or investment advice. Always check the current version of each rule on BOE and EUR-Lex.*