Issue tokenized securities in Spain with ERIR.
In Spain, any transferable security can be represented on a distributed ledger. It is administered by an ERIR, and the transfer on that ledger conveys the security. With HokenFi you prepare the issuance and coordinate with your law firm, the ESI and the ERIR from a single account.
What Spanish law allows.
Ley 6/2023, on Securities Markets and Investment Services, allows transferable securities to be represented through book entries, certificates or systems based on distributed ledger technology. The form you choose applies to the entire issuance, and the transfer takes place with the transfer recorded on the distributed ledger.
- Shares of a public limited company.
- Bonds and notes, also of an S.L., up to twice its equity, unless the issuance is guaranteed.
- Other transferable securities.
S.L. shares are not securities and cannot go this route. A security represented this way remains a financial instrument. Ley 6/2023 and MiFID II apply to it, and MiCA excludes it.
Germany
France
Italy
Portugal
SpainERIR
- Germany
- France
- Italy
- Portugal
- SpainERIR
Who keeps the register.
The ERIR is the entity responsible for administering the registration and recording of securities. It must be authorized to hold and administer financial instruments on behalf of clients, such as an investment firm or a credit institution, and have a contingency plan. Each issuance is registered in the CNMV's ERIR register.
As of October 2026, the CNMV lists only one ERIR, Ursus-3 Capital, and it is already connected to HokenFi.
Between February 2025 and July 2026, the CNMV registered 21 issuances with ERIR, 17 of bonds and 4 of shares. You can find them in the issuance register.
IssuerYour company
ERIRAuthorized to provide custody for clients
Investor
Investor
Investor
IssuerYour company
ERIRAuthorized to provide custody for clients
Investors
Prospectus, issuance document and ESI.
The European Prospectus Regulation exempts from 5 June 2026 offers of less than 12 M€ in the EU over twelve months that are not passported to other States. Ley 6/2023 still says 8 M€, and a Government draft bill proposes raising it to 12, so your law firm confirms the applicable threshold.
With a distributed ledger, the issuance document is always prepared, whether or not there is a prospectus. It identifies the ERIR and the securities, explains how the system works, and is filed with the ERIR.
If the offer does not have a prospectus because they are promissory notes under one year, it is directed at fewer than 150 non-qualified investors per State, requires at least 100,000 € per investor or is below 8 M€ over twelve months, and is advertised to the general public, an entity authorized to provide investment services must be involved. At a minimum, it validates the information investors receive and supervises the marketing.
With ERIR and without ERIR.
Outside the ERIR and the European pilot regime, the token reflects a record kept by someone else or supports a contract. The routes, one by one, in With ERIR or without ERIR.
When it fits and when it doesn't.
It fits if
- Your company is a Spanish public limited company, or an S.L. that is going to issue debt.
- You want the token to be the security and to circulate with full validity.
- You have your own investors to invite.
It does not fit if
- You want to tokenize S.L. shares. You can convert it into a public limited company or use a participating loan.
- You need the money in days. Preparing an issuance takes weeks.
- 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 the platform prepares the milestones for you.
- 01
Your company
If needed, a corporate law firm creates the issuing company or converts yours into a public limited company. You choose it from offers without leaving the account.
- 02
Your issuance document
It is drafted by a securities law firm or an investment firm (ESI).
- 03
Your issuance
You activate your plan and create the tokens.
- 04
Your offering
When the law requires it, the ESI validates the information for investors and supervises marketing. The ERIR registers the securities.
- 05
Your investors
They are verified, subscribed and paid. The ERIR records them as holders and you see the list in your dashboard.
What beginners usually ask.
Can a foreign company issue in Spain?
Ley 6/2023 applies to foreign issuers if the terms of the issuance provide for it and that agreement is valid under the issuer's law and the law governing the issuance. With a Spanish public limited company, subsidiary or vehicle, you can: minimum capital of 60,000 €, at least one quarter paid up. Your law firm confirms the structure of your case.
Can I be my own ERIR?
Only if your company is authorized to hold in custody and administer financial instruments on behalf of clients. A bill in progress removes the reference to the issuer itself and requires appointing an entity.
Does registration with the CNMV validate my issuance?
No. The CNMV warns that registration does not mean it has validated the conditions of the issuance or the issuer's information.
Do I need a prospectus?
Generally no, if you raise less than 12 million in the EU in twelve months and do not passport the offer to other States. Ley 6/2023 still says 8, so your law firm confirms the threshold that applies.
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 in Spain? Tell us about your case.
We explain how your issuance is prepared on the platform and what you will need to resolve with your law firm.
