Issuing security tokens in Luxembourg is the default option for many asset managers, and not because it is a fad. The country is home to Europe's largest fund industry and has been adapting its securities law to DLT since 2019. Spain came later, with Ley 6/2023 and its own registration figure. A security token incorporates rights of a financial instrument, so it is governed by securities regulation and not MiCA (art. 2.4, Regulation (EU) 2023/1114). The choice between the two jurisdictions depends on the vehicle, the assets and the investor you are targeting. This page compares both frameworks with a focus on funds.
The Luxembourg framework: the blockchain laws and the CSSF
Luxembourg did not pass a single comprehensive law. It adapted its securities law in phases, with four rules known as blockchain laws: the March 2019 law, the January 2021 law, the March 2023 law and the fourth, adopted in December 2024.
The first, from 2019, recognized the holding of securities in accounts through distributed ledger technology. The second, from 2021, allowed dematerialized securities to be issued directly on a DLT network. The 2023 law expanded the use of these securities as financial collateral, and the fourth law added the control agent: an entity that, with prior notification to the CSSF, keeps the issuance account on the DLT itself as an alternative to the traditional central account structure, also for unlisted shares and fund units.
Supervision falls to the CSSF, the Luxembourg financial supervisor, which also oversees the fund industry. That dual role explains the regime's focus: tokenizing fund units is its most natural use case. If you manage investment vehicles, the full approach is on the tokenization for funds and asset managers page.
In terms of maturity, the regime has been operating since 2019 and has been used mainly in debt and in fund-linked structures. The ecosystem of administrators, depositaries and law firms is sized for institutional investors.
The Spanish framework: Ley 6/2023, ERIR and CNMV
Spain recognized transferable securities represented on DLT with Ley 6/2023, the LMVSI. The law 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 authorizes ERIRs and supervises issuances. The first authorized ERIR was URSUS-3 Capital, A.V., in November 2024. The regime covers transferable securities in general: shares, bonds and units, including those of collective investment institutions. For Spanish vehicles, the detail is in the guide on tokenization of investment funds in Spain.
The Spanish market is younger and has fewer accumulated transactions. Its practical advantage is proximity: supervisor, advisors and documentation in the same language as the issuer and a large part of its investors.
Luxembourg vs Spain: comparison table
| Criterion | Luxembourg | Spain |
|---|---|---|
| Legal framework | Four blockchain laws (2019, 2021, 2023 and 2024) | Ley 6/2023 (LMVSI) and RD 814/2023 |
| Supervisor | CSSF | CNMV |
| Registry entity | Central account depositary or control agent (notification to the CSSF) | ERIR authorized by the CNMV (RD 814/2023) |
| Asset types covered | Dematerialized securities on DLT, with heavy use in debt and funds | Transferable securities in general: shares, bonds, units |
| Maturity of the regime | Since 2019, institutional ecosystem focused on funds | In force since 2023; first ERIR in November 2024; early-stage market |
When each jurisdiction suits you
The structure of the vehicle decides more than the technology. A fund domiciled in Luxembourg already pays for that jurisdiction; a Spanish vehicle already lives under the CNMV. Moving the domicile only to tokenize rarely offsets the cost.
- Fund or vehicle already domiciled in Luxembourg. Tokenizing in the same jurisdiction avoids duplicating the structure. The administrator, depositary and law firm are already within the circuit and know the CSSF.
- Institutional distribution in several countries. The jurisdiction's brand and its provider network carry weight with international institutional investors accustomed to Luxembourg vehicles.
- Spanish management company without a structure in Luxembourg. Setting up and maintaining a vehicle there costs money every year. If the target investor is in Spain, the Spanish route is more proportionate.
- Spanish issuer of shares, bonds or a real estate project. The instrument lives under Spanish law: ERIR and CNMV, with advisers and documentation at home.
- Issuance budget. Luxembourg providers are sized for institutional tickets. In mid-sized issuances, the fixed cost of the jurisdiction can eat up the benefit of being there.
Neither jurisdiction wins in the abstract. The one that wins is the one that already contains your vehicle, your assets and your target investor.
What does not change when crossing the border
The classification of the token as a financial instrument is European. MiFID II applies equally in Luxembourg and Spain (Directive 2014/65).
The prospectus is passported: one approved by the CSSF or by the CNMV is valid throughout the EU (arts. 24-25, Regulation (EU) 2017/1129). Since 5 June 2026, the prospectus exemption reaches 12 million euros in 12 months, with each 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 vehicle call for a Luxembourg jurisdiction or the Spanish route? Take the issuance diagnostic (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 do Luxembourg's blockchain laws allow?
They allow securities to be held in accounts via DLT since 2019, dematerialized securities to be issued directly on a DLT network since 2021 and, with subsequent reforms, to be used as collateral and to rely on an alternative control figure. Supervision falls to the CSSF, which also supervises the Luxembourg fund industry.
Is there a figure like the Spanish ERIR in Luxembourg?
No, not with that name or the same design. The Luxembourg system relies on the central account depositary and, after the most recent reform, on an alternative control figure. In Spain, Ley 6/2023 requires an ERIR authorized by the CNMV, developed in RD 814/2023, which is responsible for the register vis-à-vis the investor.
Where is it better to tokenize a fund, in Luxembourg or in Spain?
It depends on where the vehicle and the investor are. A fund already domiciled in Luxembourg with international institutional distribution usually tokenizes there, within its usual circuit. A Spanish management company with investors in Spain avoids duplicating the structure by using the Ley 6/2023 route, with ERIR and CNMV supervision.
