Finance your SME without relying only on the bank.
Your company issues debt or shares and the ERIR registers them in a digital registry. You prepare the issuance with your law firms and deal directly with your investors.
How this is financed.
There are two paths. You borrow with debt or sell a part of your company with shares. In both, it is a tokenized security subject to Ley 6/2023 and MiFID II. What changes is the legal form each one requires.
- With bonds and debentures or promissory notes you receive the money today and repay principal and interest on the agreed dates. You do not give up the company or control. An S.L. can also issue them, with a cap of twice its equity unless the issuance is guaranteed.
- With shares you open the capital and transfer a part of ownership and voting rights. Only an S.A. can issue them, because the interests of an S.L. cannot be securities.
Are you a startup? We cover it in tokenized equity or debt for startups.
For issuing, an S.A. is better. It does not have that cap and can issue shares.
When it fits and when it doesn't.
It fits if…
- You want to finance yourself without giving up ownership or control and you can repay on the dates you set. Debt fits you.
- You are looking for capital you do not have to repay and you accept adding shareholders. Shares fit you, with an S.A.
It doesn't fit if…
- You want to issue shares with an S.L. and you do not want to transform it.
- Your S.L. needs debt greater than twice its equity and cannot offer guarantees.
How it's done with HokenFi.
You decide the instrument, the amount, the term and the conditions. This produces the issuance document that the law requires to represent securities in a distributed ledger. HokenFi is the software that connects the pieces.
- 01
Your company
A corporate law firm creates the issuing company or transforms yours into a public limited company, if needed. You choose it from offers without leaving the account.
- 02
Your issuance document
A law firm specialized in securities or an investment services firm (ESI) drafts the issuance document. You also choose it from offers.
- 03
Your issuance
You create the tokens for your issuance. You start paying for the plan when you launch it.
- 04
Go to market
The ESI validates the offer when the law requires it and the ERIR registers the securities. You open the issuance collection account, with its own IBAN. It is the automated IBAN plugin, at 150 € per month, included in Scale and Institutional.
- 05
You open to your investors
Your investors are verified, subscribe and pay by transfer to that account. The ERIR records them as holders and you see the list on your dashboard.
In Spain, today
Your issuance is a financial instrument. It is governed by Ley 6/2023 (LMVSI) and MiFID II, and falls outside MiCA, the European crypto-asset regulation.
Who you direct the offer to determines the cost and the timetable. And in all cases you have to know who is buying. Each investor is identified and verified before subscribing, as required by Ley 10/2010 de prevención del blanqueo.
The ERIR records who holds each token. It is regulated by article 8 of Ley 6/2023 and Real Decreto 814/2023. Today the only one listed by the CNMV is Ursus-3 Capital. As of 1 October 2026, its registry contains 21 tokenized issuances for 77,925,715 €.
Source: CNMV public registry, as of 1 October 2026.
What beginners usually ask.
Do I have to be a public limited company to finance myself with tokens?
It depends on what you issue. For debt, such as a bond or a promissory note, no. An S.L. can issue up to twice its equity, or more if the issuance is guaranteed. For shares, yes, you need an S.A., because an S.L. cannot represent its interests as securities.
What suits me better, issuing debt or shares?
If you do not want to give up ownership or control, debt fits you. You assume a payment obligation and repay it. If you are looking for capital you do not have to repay and you accept partners, issue shares. It depends on your case, your balance sheet and your plan, and you decide it with your law firm.
Do I need a prospectus?
In general, not with promissory notes maturing in less than 365 days, whatever the amount. For other securities the general rule applies, and below 8 million over twelve months, generally not either. Since June 2026 the European regulation sets that figure at 12, unless a country opts for 5, but Spanish law still says 8, so your law firm confirms the one in force. Yes, you need the issuance document.
What if I target only qualified investors?
Generally, you do not need a prospectus. It is the fastest route with the least documentation burden for a first issuance. Opening to retail investors changes the requirements, and your law firm assesses it separately.
Does HokenFi manage my money or my investors' money?
No. HokenFi is software and does not receive or custody funds. Your investors pay by transfer to your issuance account. HokenFi does not provide regulated services and works with the ERIR and the ESI, which cover those functions.
Does this fall under MiCA?
No. A bond, a promissory note or a share are financial instruments, and MiCA excludes them. Your issuance is governed by Ley 6/2023 and MiFID II.
What can your company issue? From idea to issuance.
Confirm with your law firm what your company can issue and define the amount, the term or the percentage of capital. Download the 2026 guide or tell us about your issuance.
