Issuing security tokens in Germany or doing it from Spain is not decided by technological preference. A security token embeds rights of a financial instrument, such as a share or a bond. That is why it is governed by each country's securities regulations and not by MiCA, which excludes these tokens from its scope (art. 2.4, Regulation (EU) 2023/1114). Germany and Spain have specific regimes for securities registered on DLT, with their own supervisor and registry entity. The sensible choice depends on where the issuing company, the assets and the investors are. This fact sheet compares the two frameworks and closes with concrete criteria.
If you are going to issue in Germany, in issuing tokenized securities in Germany you have the three routes, who maintains the register and how to prepare the issuance with HokenFi.
The German framework: eWpG, BaFin and the crypto securities registrar
Germany passed the eWpG in 2021, its electronic securities act. The law eliminates paper certificates and allows two types of register: a central one, operated by a depositary, and a cryptographic one on a DLT network.
The piece that holds the system together is the crypto securities registrar. It is an entity licensed by BaFin, the German financial supervisor, that keeps the register on blockchain and is responsible for its integrity. Its role is similar to that of the Spanish ERIR: it determines who owns each security and with what legal effects.
The scope of the eWpG started with electronic bearer bonds. That same year, a specific regulation (KryptoFAV) extended it to investment fund units, and the reform at the end of 2023 (Zukunftsfinanzierungsgesetz) incorporated electronic shares, with one limit: shares registered in a crypto register can only be registered shares. Before choosing this route, check that your specific instrument fits the German crypto register.
In maturity, Germany has a head start. It has accumulated crypto securities issuances since 2021, BaFin has authorized several registrars and publishes the official list of issued crypto securities, the Kryptowertpapierliste (art. 20.3 of the eWpG).
The Spanish framework: Ley 6/2023, ERIR and CNMV
Spain recognized transferable securities represented on DLT with Ley 6/2023, the LMVSI. That representation requires appointing an ERIR, the entity responsible for registration and record-keeping, the digital notary of the registry (art. 8, Ley 6/2023). Its regime is developed in RD 814/2023 (RD 814/2023).
The CNMV supervises the system and authorizes ERIRs. The first authorized ERIR was URSUS-3 Capital, A.V., in November 2024. The regime covers transferable securities in general: shares, bonds and units can be represented on DLT if they meet the requirements of the law. The full procedure is in the guide to issuing a security token in Spain.
The Spanish market is younger and has accumulated fewer issuances than the German one. In exchange, the framework was born already aligned with the European package: DLT Pilot Regime, MiCA and Listing Act.
Germany vs Spain: comparison table
| Criterion | Germany | Spain |
|---|---|---|
| Reference law | eWpG, electronic securities act (2021) | Ley 6/2023 (LMVSI) and RD 814/2023 |
| Supervisor | BaFin | CNMV |
| Registry entity | Crypto securities registrar licensed by BaFin | ERIR authorized by the CNMV (RD 814/2023) |
| Asset types covered | Electronic bonds, fund units and, since the end of 2023, electronic shares (registered shares in a crypto register) | Transferable securities in general: shares, bonds, units |
| Maturity of the regime | In force since 2021, with accumulated practice and several authorized registrars | In force since 2023; first ERIR in November 2024; early-stage market |
When each route suits you
You don't choose the first screening: corporate law imposes it. Shares of a Spanish public limited company are represented under Spanish law (shares of a private limited company cannot be tokenized as securities), and that leads to an ERIR. With a German company the same happens in reverse. The real room for choice appears in debt and in groups with subsidiaries in both countries, where you can decide which vehicle issues.
- Parent company or assets in Germany. The eWpG allows you to issue close to your operating base, with a local registrar, documentation in German and advisors who already know your group.
- Corporate bond with German investors. The electronic bond is the most road-tested case of the German crypto register. If distribution is concentrated there, the local route reduces friction.
- Parent company or assets in Spain, or fundraising in Spain and Latin America. The Spanish route avoids sworn translations, double legal teams and coordination with a foreign supervisor. The shared language with Latin America simplifies investor documentation.
- Spanish corporate instrument. Shares of a Spanish S.A.: Spanish law and ERIR, with no room for debate. Interests in an S.L. cannot be represented as transferable securities (art. 92.2 of the Ley de Sociedades de Capital), so in an S.L. the tokenizable route is debt, with its limits.
- Timeline and certainty. Germany offers more crypto register precedents. Spain offers a single circuit with ERIR and CNMV, with fewer moving parts if your operation is already based here. Consider which of the two scenarios you understand better.
Cost does not decide on its own. Both routes require local legal counsel and an authorized registry entity, with comparable fee structures. Ask for a quote for both routes with your specific case before setting the jurisdiction, not after.
What does not change when crossing the border
The token's classification is European, not national. MiFID II defines financial instruments the same across the EU, so your token does not cease to be a security by changing country (Directive 2014/65).
The prospectus also does not confine the issuance to a national market. A prospectus approved by BaFin or by the CNMV is passported to the rest of the EU (arts. 24-25, Regulation (EU) 2017/1129). From 5 June 2026, the prospectus exemption reaches 12 million euros over 12 months, with each Member State able to lower it to 5 (Regulation (EU) 2024/2809).
This fact sheet is part of a broader analysis. Compare more jurisdictions in the comparison Spain versus other jurisdictions for issuing security tokens and size the Spanish market with the 2026 report on regulated tokenization of assets in Spain.
Does your issuance fit better under the German eWpG or under the Spanish Ley 6/2023? Take the issuance assessment (2 min) or request a proposal. If you prefer to start by reading, download the 2026 guide.
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 the German eWpG?
The eWpG is the German electronic securities law, in force since 2021. It allows issuing securities without a physical certificate and keeping them in a central register or in a crypto register on DLT. The crypto register is maintained by a crypto securities registrar licensed by BaFin, which is responsible for the integrity of the entries and the ownership of the securities.
Do I need an ERIR if I issue security tokens under German law?
No. ERIR is the registry figure of the Spanish regime, required by article 8 of Ley 6/2023 and developed in RD 814/2023, and applies to securities represented on DLT under Spanish law. If you issue under the German eWpG, the equivalent figure is the crypto securities registrar authorized by BaFin.
Can I sell a German issuance of security tokens in Spain?
Yes, under the European public offering rules. A prospectus approved by BaFin can be passported to Spain under articles 24 and 25 of the Prospectus Regulation. Below the current thresholds, the offering can rely on the exemptions applicable in each Member State. Distribution to the investor remains subject to MiFID II in both countries.
