Issue tokenized securities from Mexico.
Mexico does not have its own regime for tokenized securities. A token that represents a share follows the same rules as always: public offering with registration, private offering, or crowdfunding. With HokenFi you prepare the issuance and coordinate your law firm and your investors from a single account.
What the Mexican regulation says.
The Securities Market Law defines securities without mentioning the medium: shares, equity interests, bonds or debentures, registered or not in the National Securities Registry. Neither that law, nor the Fintech Law, nor the General Law of Commercial Companies mention blockchains or tokens.
The Fintech Law defines a virtual asset as a representation of value used as a means of payment. Therefore, in principle, a tokenized share falls outside that definition, and also outside Bank of Mexico Circular 4/2019, which only deals with tokens without full ownership of an asset.
MexicoCompany's share register
SpainERIR
- MexicoCompany's share register
- SpainERIR
Who keeps the register.
If the securities are registered in the National Securities Registry, they are held by a securities depository institution, such as Indeval, which operates under a concession. If they are not, the company keeps its own share register and considers the owner to be whoever appears registered in it. Each registered transfer is published in the electronic system of the Ministry of Economy.
None of those laws mentions the blockchain. What counts is the share register, and the token reflects it.
IssuerYour company
Share registerOf the company, or Indeval if registered
Investor
Investor
Investor
IssuerYour company
Share registerOf the company, or Indeval if registered
Investors
In Spain, ERIR
Three ways to do it.
In Mexico, with a private offering or crowdfunding
Fewer than one hundred peopleOr qualified investors
Private offering without registration to institutional or qualified investors, or of shares to fewer than one hundred people. Or through an authorized collective financing institution (IFC), with its limits.
From Mexico, in Spain with ERIR
InvestorsEach with their token
A Spanish public limited company issues with ERIR. To offer it to investors in Mexico, Mexican law applies: private offering of shares to fewer than one hundred people, or of any security to institutional or qualified investors. If the Spanish company is controlled by a Mexican one, your law firm checks whether the CNBV must be notified.
By contract
LendersThe law does not set a number
A commercial loan with each investor. The law prohibits raising funds from the public without authorization, and asking for or obtaining funds on a regular basis is fundraising, even if from specific individuals. It does not set a number of people. With dozens of lenders, the risk is high.
The private offering and its limits.
The private offering does not require registration. The law says anyone can make it, without distinguishing whether the company is Mexican or foreign, if it meets one of these conditions. If it is advertised in mass media to undetermined persons, it becomes public.
- It is aimed only at institutional or qualified investors.
- They are shares and are offered to fewer than one hundred people.
- It is an employee plan, or is aimed at the partners of a company that works only or mainly with them.
The National Banking and Securities Commission (CNBV) may authorize others. A basic qualified investor maintains on average, over the last 12 months, 1,500,000 UDIS or more invested in securities, or has earned at least 500,000 UDIS gross in each of the last two years. Offering privately outside these conditions is a crime.
With an IFC for equity or corporate debt, the limit is 1,670,000 UDIS per transaction, extendable to 6,700,000 with CNBV authorization, and 7,370,000 UDIS per applicant. The securities cannot be registered in the National Securities Registry.
Spain and Mexico, face to face.
| Spain | Mexico | |
|---|---|---|
| Rule | Ley 6/2023, articles 6 to 8, and Real Decreto 814/2023 | Securities Market Law, with no specific regime for tokenized securities |
| Who keeps the register | The ERIR, registered in the CNMV's ERIR register | Indeval, if the securities are registered. If not, the company's own share registry |
| 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 institutional or qualified investors, or of shares to fewer than one hundred people |
When it fits and when it doesn't.
It fits if
- You are going to offer shares to fewer than one hundred people, or any security to institutional or qualified investors.
- You want to issue in Spain with ERIR and offer in Mexico privately.
- You have your own investors to invite.
It does not fit if
- You want to offer to the general public without registering in the National Securities Registry.
- You want to finance yourself with loans from many individuals without an authorized institution.
- 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 structure
A law firm with a practice in Mexico confirms which company you issue from and which private offering condition you use.
- 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 registry or, if you issue in Spain, ERIR administers it. On the platform, whoever keeps the registry 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.
Is a token that represents a share a security in Mexico?
The share is a security by definition of the law. If the shares are not in a securities depository institution, the shareholder is whoever appears in the company's registry. The token reflects it and does not replace it.
Can I offer a Spanish issuance in Mexico?
Privately, yes: shares to fewer than one hundred people, or any security to institutional or qualified investors. Public offering requires registration in the National Securities Registry.
Can I finance myself with loans from my investors?
Carefully. The law prohibits raising funds from the public without authorization, and requesting or obtaining funds on a regular basis is considered fundraising, even if it is from specific individuals. It does not set a number of people. Your law firm must validate it first.
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 Mexico? 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.
