Foreign developers and funds usually arrive with the same request: put the building on-chain. Spanish law points you somewhere more workable. Ownership of real estate in Spain transfers through a notarial deed, protected by registration at the Land Registry, and no token transfer replaces that mechanism. What you tokenize in Spain is not the property. It is the vehicle that owns the property: its equity or its debt. This page explains why that is the structure, which variants are used and how tokens reach investors.
You tokenize the vehicle, not the property
Spanish property law is built around the notary and the Land Registry. Transferring a building requires a public deed, and registration is what protects the buyer against third parties. A ledger entry on a blockchain has no place in that chain of title, so a token that claims to carry the property itself carries legal uncertainty instead. (Civil Code, art. 609)
What Spanish law does support is tokenizing the securities issued by the company that owns the asset. Law 6/2023 allows shares and debt instruments to be represented on distributed ledger technology, with the same legal effects as book entries. The property stays where property law wants it, in the name of the SPV; investors hold registered financial instruments of that SPV, recorded by a supervised registrar. (Law 6/2023)
The design question is therefore corporate and financial, not cryptographic: which instrument of the vehicle do you tokenize, and to whom do you distribute it.
Typical structures
| Structure | What the token represents | Points to watch |
|---|---|---|
| SPV equity | Shares of the company that owns the asset: rights to distributions and to a share of exit proceeds | Equity tokenization requires an SA; participaciones of an SL cannot be represented as negotiable securities |
| Developer or project debt | Bonds or notes of the SPV or the developer, with remuneration set in the instrument terms | Seniority, security package and covenants are defined in the emission documentation, not by the token |
| Participative loans | Subordinated debt whose remuneration is linked to the results of the project | Whether the instrument qualifies as a negotiable security depends on how it is structured; this needs case-by-case legal analysis |
Returns in every structure depend on the project itself: rents, sales, costs, financing. Tokenization changes how the instrument is represented, registered and administered. It does not change the underlying risk, and nothing on this page should be read as a promise about performance.
The corporate form decision behind the first row has its own consequences for capital, governance and timing. We cover it separately in our guide to setting up a Spanish SPV for tokenization.
What the ERIR does in a real estate issuance
Tokenized securities under Spanish law need a supervised registrar: the ERIR, the entity responsible for recording and registering securities represented on DLT. The figure comes from article 8 of Law 6/2023 and was developed by Royal Decree 814/2023. The ERIR keeps the legal register of who holds the SPV’s tokenized shares or notes, and answers for the integrity of that register. The CNMV authorised the first ERIR, URSUS-3 Capital A.V., in November 2024. (art. 8, Law 6/2023; Royal Decree 814/2023)
For a developer, the ERIR is what converts the cap table of the SPV from a spreadsheet into a supervised register. Investor onboarding, transfers and corporate actions run against that register, with the token as its on-chain representation.
Distribution: private placement or prospectus
How you reach investors determines the disclosure document. An offer restricted to qualified investors, addressed to fewer than 150 persons per member state, or with minimum tickets of 100,000 euros per investor, can proceed without an approved prospectus. Below the general size exemption, 12 million euros over 12 months since 5 June 2026, the same is true, subject to national implementation. (art. 1.4, Regulation (EU) 2017/1129; Regulation (EU) 2024/2809)
Above those limits, or when you want retail investors in several EU countries, the route is a prospectus approved by the CNMV. Once approved, it can be passported to other member states through a supervisor-to-supervisor notification, without a second approval. The criterion for planning: professional money or small circles, placement documentation; broad retail across borders, prospectus and passport. The thresholds and their national nuances are covered in our page on security token regulation in Spain.
The limits, stated plainly
- Tokens do not create liquidity. Secondary trading depends on venue admission, eligibility of the instrument and actual demand. Structure for the holding period, not for an assumed exit.
- Property costs remain. Notary, registry, transaction taxes and asset management costs exist regardless of how the securities are represented.
- Investors hold securities of the vehicle, not title to the building. Their rights are the rights of the instrument: distributions, information, governance as defined in the terms.
- Regulated does not mean guaranteed. The framework governs how the offer is made and registered. It says nothing about whether the project succeeds.
If those constraints fit your project, the structure is workable today, on authorised infrastructure. If they do not, better to know before incorporating anything.
Spanish-speaking readers can go deeper in our full guide, tokenización inmobiliaria en España para promotores y fondos, and in the vertical page tokenización para promotores inmobiliarios.
Frequently asked questions
Can I tokenize the property title itself in Spain?
No, not in a legally reliable way. Transfers of Spanish real estate require a notarial deed and are protected by registration at the Land Registry. Token transfers sit outside that chain of title. The working structure is to tokenize securities of the company that owns the property, which Law 6/2023 supports expressly.
What does an investor in a tokenized real estate SPV actually own?
A registered financial instrument of the vehicle: shares of the SA that owns the asset, or a debt instrument issued by it. The rights are those of the instrument, recorded in a register kept by a supervised ERIR. The investor does not hold direct title to the building.
Do I need a CNMV prospectus to tokenize a building?
Not always. Offers limited to qualified investors, to fewer than 150 persons per member state, or with 100,000 euro minimum tickets are exempt, and so are offers under the general size threshold. For broad retail distribution across the EU, a CNMV-approved prospectus with the EU passport is the route.
Structure the vehicle before you mint anything. Run the 2-minute issuance assessment or request a proposal.
This content is educational. It is not legal, tax or investment advice. Always check the current version of each rule on BOE and EUR-Lex.
