Issue tokenized securities from Colombia.
Colombia does not have its own rule for tokenized securities. The token follows the general securities rules, and the Superintendencia Financiera has tested a blockchain issuance in its sandbox. With HokenFi you prepare the issuance and coordinate with your law firm and your investors from a single account.
What the Colombian rule says.
Under Ley 964 de 2005, a security is any negotiable right that is part of an issuance and serves to raise funds from the public, without mentioning its medium. Decreto 2555 de 2010, which brings together securities market regulation, does not mention tokens or distributed ledgers.
In a pilot that the Superintendencia Financiera closed in August 2022, Davivienda issued a 110 million peso bond, which BID Invest bought, using only a blockchain to register it, issue it, custody it, record its payments and cancel it. It did so within LaArenera, the Superintendencia Financiera's sandbox. As of October 2026, there is no new rule.
ColombiaCompany's share register
SpainERIR
- ColombiaCompany's share register
- SpainERIR
Who keeps the register.
There is no equivalent to the Spanish ERIR. Depending on the case, the register is kept by the company in its share register or by a central securities depository authorized by the Superintendencia Financiera. In crowdfunding, the platform also keeps an informational record of transfers.
A sale of shares is only valid against the company and third parties when it is registered in the share register. The token reflects it, but transferring it without that registration has no effect against the company or third parties.
IssuerYour company
Share registerOf the company, or a central securities depository
Investor
Investor
Investor
IssuerYour company
Share registerOf the company, or a central securities depository
Investors
In Spain, ERIR
Three ways to do it.
In Colombia, with a private offering or crowdfunding
Fewer than one hundred personsSpecific
Private offering to fewer than one hundred specific persons, without seeking them from the public. Or through an authorized crowdfunding platform, with its limits.
From Colombia, in Spain with ERIR
InvestorsEach with their token
A Spanish public limited company issues with ERIR. To offer it in Colombia, privately to fewer than one hundred specific persons. The public offering of foreign securities requires authorization from the Superintendencia Financiera. Your law firm also reviews the Colombian investor's foreign exchange regime and how the offering may be made known.
By contract
LendersMore than 20 may be mass fundraising
A commercial loan with each investor. With more than 20 lenders or 50 loans, if what is received exceeds half of your net worth or is offered to non-specific persons, it is massive and habitual fundraising under the administrative rule. Raising funds this way without authorization is a crime, and your law firm must validate it beforehand.
The private offering and crowdfunding.
An offering is public if it is directed at non-specific persons or at one hundred or more specific persons. If the recipients come from prior solicitation among the public or among one hundred or more specific persons, the offering becomes public. The rule does not distinguish between Colombian and foreign issuers.
Crowdfunding is done only through platforms authorized by the Superintendencia Financiera and does not count as a public offering of securities. The authorized platform is the one that puts your project in contact with contributors, and HokenFi is not one of them. It has a cap per recipient in tax value units (UVT), a limit per non-qualified contributor of 20 % of their annual income or net worth, whichever is greater, and a fundraising period of up to six months. Natural persons can only raise funds this way with debt.
Shares of a simplified joint-stock company (SAS) cannot be registered in the Registro Nacional de Valores y Emisores or traded on a stock exchange.
Spain and Colombia, face to face.
| Spain | Colombia | |
|---|---|---|
| Rule | Ley 6/2023, articles 6 to 8, and Real Decreto 814/2023 | Ley 964 de 2005 and Decreto 2555 de 2010, with no dedicated regime for tokenized securities |
| Who keeps the register | The ERIR, registered in the CNMV's ERIR register | The company's share register or a central securities depository |
| No prospectus or registration | Exempt below 12 M€ under the European regulation from June 5, 2026. Ley 6/2023 still says 8 M€; your law firm confirms the threshold | Private offering to fewer than one hundred specific persons |
When it fits and when it doesn't.
It fits if
- You are going to offer to fewer than one hundred specific persons you already know.
- You want to issue in Spain with an ERIR and offer privately in Colombia.
- You have your own investors to invite.
It does not fit if
- You want to offer to the general public without authorization from the Superintendencia Financiera.
- You want to finance yourself with loans from many individuals without being authorized.
- You expect someone to find investors for you. HokenFi does not find them.
How it's done with HokenFi.
You tell us what you want to issue and HokenFi prepares the milestones for you.
- 01
Your structure
A law firm with a practice in Colombia confirms from which company you issue and that your offer is private.
- 02
Your documentation
The law firm prepares the offering documentation and, if you issue in Spain, the issuance document.
- 03
Your register
You keep your company's share register or, if you issue in Spain, the ERIR administers it. In HokenFi, whoever keeps the register has their own access.
- 04
Your issuance
You activate your plan and prepare the tokens.
- 05
Your investors
They are verified, subscribed, and paid. They are registered in the registry and you see the list on your dashboard.
What beginners usually ask.
Has a security already been issued on blockchain in Colombia?
Yes, as a pilot. In a pilot that the Superintendencia Financiera closed in August 2022, Davivienda issued a bond of 110 million pesos within laArenera, and IDB Invest bought it.
Can I offer a Spanish issuance in Colombia?
Privately, yes, to fewer than one hundred specific persons and without seeking them among the public. The public offering of securities by foreign entities requires authorization from the Superintendencia Financiera. Your law firm also reviews the foreign exchange regime for the Colombian investor and how the offer can be made known.
When does a loan from my investors become mass fundraising?
According to the administrative rule: more than 20 creditors or 50 obligations, and also that what is received exceeds half of your net equity or was offered to unnamed persons. Raising funds this way without authorization is a crime, and your law firm must validate it beforehand.
Is this legal advice?
No. It is a summary to guide you, with no value as legal or investment advice. HokenFi provides the software and does not offer securities or provide regulated financial services. Your law firm assesses your case.
Are you issuing from Colombia? Tell us your case.
We explain how your issuance is prepared on the platform and what you will need to resolve with your law firm.
