Tokenizing a startup's equity organizes the cap table into a single source of ownership and defines how shares are transferred. The obstacle appears before the technology and is a corporate law matter: the legal form determines what can be issued, and a limited liability company is not in the same position as a public limited company.
Your startup wants to bring in investors and, while you're at it, tidy up the cap table. You've heard about tokenizing equity and it sounds good: a single source of truth, controlled transfers, cleaner rounds. Before touching anything, it's worth knowing what regulated tokenization solves for you, what it doesn't, and what the first corporate obstacle is that almost nobody tells you about. The cap table is the record of who owns what percentage of your company. This guide is about taking it on-chain without leaving Spanish law.
Here the focus is the startup: rounds, shareholders' agreement, dilution, employee equity and exits. If you're looking for the details of the legal framework for tokenizing shares, you have them in the guide to tokenizing shares in Spain. If you're starting from scratch, begin with what asset tokenization is.
What is an on-chain cap table
An on-chain cap table is your register of shareholders turned into a token on blockchain, where each shareholding is one unit of the token and the balance of each wallet reflects in real time what percentage each investor owns. The equity of a Spanish startup is shares, and shares are transferable securities. That makes them a security represented by distributed ledger technology under the Ley de los Mercados de Valores y de los Servicios de Inversión (LMVSI, Ley 6/2023), not just any cryptoasset (art. 2(4) of the MiCA Regulation, which excludes financial instruments).
The token does not replace the right. It represents it. The share remains a share with its economic and political rights. What changes is the medium: instead of a register in a spreadsheet or at the notary's office, you have a living register that updates itself with every valid transfer.
What it means for you: you stop rebuilding the cap table by hand after every round. The picture of who owns what is always available and always balances, because the token itself carries it.
The first obstacle: your startup is probably an SL
Most Spanish startups are limited liability companies (SL), and an SL cannot tokenize its participations as transferable securities: the law expressly prohibits it. The participations of an SL cannot be represented by certificates or book entries, nor be considered securities (art. 92.2 of the Ley de Sociedades de Capital). Without transferable securities, there is no equity security token. It is a wall, not a nuance.
The two ways out
You have two paths to tokenize your equity. Transform the SL into a public limited company (SA), whose shares are securities and do admit representation by distributed ledger technology. Or create an SA as a special purpose vehicle (SPV) that groups the equity you want to open to investors, leaving the operations in the parent SL.
Transforming into an SA involves a minimum capital of 60,000 euros fully paid up, balance sheet audit and notarial and registry involvement. The SPV adds a corporate layer that must be governed. Neither is an afternoon's paperwork.
What it means for you: the expensive and slow part of tokenizing your startup is not the blockchain. It is the change of corporate form. Sort it out before talking about tokens. The details of the procedure are in how to issue a security token in Spain.
Rounds and codified shareholders' agreement
The token codifies the rules of your shareholders' agreement in the asset itself: lock-ups, rights of first refusal, whitelist of authorized investors and transfer restrictions execute themselves on every movement. The shareholders' agreement stops being a PDF that someone has to remember and enforce. It becomes code that blocks the transfer when it does not meet the conditions.
What you can codify
- Whitelist. Only wallets of verified investors (KYC and anti-money laundering) can receive tokens. An unlisted third party cannot enter.
- Lock-ups. An investor's tokens remain locked until a date or a milestone. Founder vesting or post-round lock-up is enforced without manual monitoring.
- Right of first refusal. Before a shareholder sells to a third party, the rest can exercise their right. The rule of the agreement lives in the token.
- Drag-along and tag-along. Drag-along and tag-along clauses can be reflected in the transfer logic.
The round
An offering aimed only at qualified investors avoids the prospectus, the heavy document that the regulator requires to raise from retail investors (art. 1.4 of EU Regulation 2017/1129). For a startup raising from funds, family offices and business angels, that is the usual route. The issuance of the new tokens in the round updates the cap table in the same act.
The legal validity of the register rests on the Entity Responsible for Registration and Recording (ERIR), the digital notary that certifies the state of the on-chain shareholder register (art. 8 LMVSI; RD 814/2023). As of 2026, the first ERIR authorized in Spain is Ursus-3.
What it means for you: you negotiate the round once and enforce it forever. Dilution, the fund's entry and the resulting allocation are reflected without renegotiating the cap table on every subsequent move.
Employee equity
The token can manage your team's incentive plan, but the treatment of stock options and phantom shares depends on their specific legal and tax nature, which you must verify with your advisor. At a high level: if the incentive materializes into real shares of the SA, those shares can live in the same tokenized register, with their vesting and lock-up coded.
Phantom shares and other formulas that do not deliver shares have a different treatment and are not necessarily represented as an equity security token. Do not assume a specific fit without confirming it. Here tokenization organizes what is already a share; it does not by itself transform the nature of an incentive.
What it means for you: your team's vesting executes automatically and the cap table reflects at all times how much equity is really vested. But designing the plan is still a legal and tax decision before the token.
Exits: secondaries and exit
A tokenized cap table simplifies partial exits and the exit because equity transfer is already governed by the token and the buyer enters with the same restrictions as any other shareholder. A shareholder who wants liquidity does not break the cap table: they sell within the coded rules, and the right of first refusal and the whitelist still apply.
In a full exit, the acquirer receives an exact and verifiable snapshot of ownership. There is no reconstruction of the shareholder register or surprises in due diligence about who owns what. The register is the due diligence.
Whether a liquid secondary market exists for your tokens is another matter and depends on authorized infrastructures. Having tokenized equity does not guarantee buyers. It organizes transfer; it does not create demand.
Table: what it solves for you and what it does not
| Startup topic | What the on-chain cap table solves | What remains your job |
|---|---|---|
| Legal form | Nothing by itself | Being an SA or creating an SPV before tokenizing (art. 92.2 LSC) |
| Investor round | Whitelist, issuance and updating of the register in the same act | Negotiate terms, valuation and dilution |
| Shareholders' agreement | Lock-up, right of first refusal, drag-along and tag-along coded | Draft the agreement and decide the rules |
| Employee equity | Automatic vesting and lock-up if they are real shares | Legal and tax design of the plan (verify it) |
| Exits | Governed transfer and exact snapshot for the buyer | Finding a buyer and market liquidity |
| Validity of the registry | Public faith via ERIR (Ursus-3) | Keep KYC and money laundering prevention up to date |
What to do now
- Check your legal form. If you are an SA, you can move forward to the issuance procedure. If you are an SL, decide on transformation or SPV first.
- Review your shareholders' agreement. List which transfer clauses you want to codify: lock-ups, right of first refusal, whitelist.
- Define the offering regime. If you target only qualified investors, you avoid the prospectus (art. 1.4 Reg. EU 2017/1129).
- Read the full procedure in how to issue a security token in Spain and the shares guide.
- Clarify the terminology in the tokenization glossary.
Frequently asked questions
Can an SL tokenize its equity?
Not directly. The shares of an SL cannot be transferable securities (art. 92.2 LSC). To tokenize equity, convert the SL into an SA or create an SA as an SPV.
Does tokenizing my cap table save me from doing rounds?
No. Tokenization organizes the cap table and enforces transfer rules, but the round, valuation and dilution are still negotiated in the same way.
Does the token only enforce the shareholders' agreement?
Codify the transfer clauses you decide on: lock-ups, right of first refusal, whitelist and drag-along. You design them; the token executes them on every movement.
Do I need a prospectus for a tokenized round?
If the offering is directed only at qualified investors, you avoid the prospectus (art. 1.4 Reg. EU 2017/1129). Raising from retail investors changes the regime.
Can I manage my team's stock options with the token?
If the incentive materializes in real shares of the SA, they can live in the same registry with their vesting codified. Phantom shares and other formulas have different treatment: verify it with your advisor.
Who gives legal validity to the on-chain cap table?
The Entity Responsible for Registration and the Registry (ERIR), which attests to the registry (art. 8 LMVSI; RD 814/2023). As of 2026, the first one authorized in Spain is Ursus-3.
Notice
Informational content. It does not constitute legal, tax or investment advice. HokenFi is a software and infrastructure provider; it does not provide regulated services. Check the current version of the rules cited in the BOE and EUR-Lex.
Cited regulations
- Ley 6/2023, de los Mercados de Valores y de los Servicios de Inversión (LMVSI), art. 8 (BOE-A-2023-7053).
- Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital (LSC), art. 92.2 (BOE-A-2010-10544).
- Real Decreto 814/2023 (BOE-A-2023-22764), ERIR regime.
- Regulation (EU) 2023/1114 (MiCA), art. 2(4) (CELEX 32023R1114).
- Directive 2014/65/EU (MiFID II) (CELEX 32014L0065).
- Regulation (EU) 2017/1129 on prospectuses, art. 1.4 (CELEX 32017R1129).
Related: tag along and drag along in the token.
