Tokenized bonds, also called digital or blockchain bonds, are debt securities issued and recorded on distributed ledger technology. In Europe they already have a public track record: the European Investment Bank has issued digital bonds since 2021 and Siemens since 2023. For a mid-size company, Spain offers a working route through an issuance recorded by an ERIR.
This guide is for CFOs and founders weighing debt over dilution. It covers what a tokenized bond is legally, the public precedents in Europe, how a company issues one through Spain and which route fits which issue.
What a tokenized bond is
A tokenized bond carries the same rights as a conventional bond: a coupon and the repayment of principal at maturity. What changes is the record. Ownership sits on a distributed ledger instead of in a central securities depository’s book entries, and transfers, coupons and redemptions can run on that same record.
The legal nature does not change. A bond is a transferable security under MiFID II, so its tokenized version is a security token: securities law applies and MiCA does not (art. 2.4, Regulation (EU) 2023/1114).
Public precedents in Europe
The examples below are public issues by third parties, cited as market context. None of them is a HokenFi client.
| Issuer and year | Size and tenor | Ledger | What it proved |
|---|---|---|---|
| EIB, April 2021 | EUR 100 million, 2 years | Ethereum (public) | Multi-dealer primary issue under French law; settled with an experimental central bank digital currency representation with the Banque de France |
| EIB, Project Venus, November 2022 | EUR 100 million, 2 years | Goldman Sachs tokenisation platform (private) | First euro-denominated digital bond on a private blockchain, same-day settlement |
| EIB, February 2023 | GBP 50 million, 2 years, floating rate | HSBC Orion (private, with a public mirror record) | First digital bond in pound sterling |
| Siemens, February 2023 | EUR 60 million, 1 year | Polygon (public) | Issued under Germany’s Electronic Securities Act (eWpG) and sold directly to investors, without paper global certificates or central clearing |
| Siemens, September 2024 | EUR 300 million, 1 year | SWIAT (private, permissioned) | Settled in central bank money through the Bundesbank’s trigger solution, within minutes instead of two days |
The cash leg was the missing piece. On 21 September 2026 the Eurosystem launched Pontes, its solution for settling DLT transactions in central bank money, and the ECB announced that it is preparing to invest part of its own funds in tokenized securities settled through it.
The reading for a mid-size company is not the ticket size of these issuers, which have top credit ratings. It is that the legal, custody and settlement mechanics have been tested by conservative institutions on public and private ledgers.
How a mid-size company issues a tokenized bond through Spain
- Choose the issuer. The operating company can issue directly, or an SPV can ring-fence a project or a portfolio. Both public (SA) and limited (SL) companies can issue bonds, but an SL’s total issues cannot exceed twice its own funds unless secured, and an SL cannot issue bonds convertible into its participations (art. 401 Companies Act). The issue terms set coupon, maturity, security and covenants; where the law requires it, a bondholders’ syndicate and commissioner are appointed (arts. 403 and 419 to 429).
- Record it with an ERIR. Law 6/2023 allows securities to be represented on DLT (art. 6.1), with an ERIR keeping the legal register of holders (art. 8 Law 6/2023; RD 814/2023). A transfer is effective against third parties once recorded (art. 11.2). The first ERIR, URSUS-3 Capital, A.V., was authorised in November 2024.
- Decide prospectus or exemption. No prospectus is needed for offers only to qualified investors, to fewer than 150 non-qualified persons per member state, or with a denomination or minimum investment of EUR 100,000 (art. 1(4), Regulation (EU) 2017/1129). Since 5 June 2026, EU law also exempts public offers below EUR 12 million over 12 months, with Spanish adaptation still pending (see our EU Listing Act guide). Larger or multi-country offers need a prospectus, which can be passported.
- Distribute under MiFID II. Placement runs through an authorised investment firm, which applies investor classification, suitability or appropriateness checks and KYC/AML. In Spain, an exempt placement marketed to the general public with advertising requires that firm’s involvement (art. 36 Law 6/2023).
- Run the life cycle. Coupons, amortisation and transfer restrictions execute against the ERIR register. Trading on a venue while staying on DLT requires an infrastructure under the DLT Pilot Regime (art. 6.2 Law 6/2023), where bonds must have an issue size below EUR 1 billion.
Options compared
| Route | Investors | Offer document | Trade-off |
|---|---|---|---|
| Private placement | Qualified investors, or EUR 100,000 minimum tickets | Information memorandum; no prospectus | Fast and light, but a narrow investor base |
| Exempt public offer | Retail and qualified investors, without the passport | Issue document, plus any national document required | Capped at EUR 12 million per 12 months (Spain’s threshold pending); investment firm needed if advertised |
| Prospectus offer | Retail across the EU through the passport | Approved prospectus; the EU Growth issuance prospectus for SMEs | Wider reach, with higher cost, time and liability |
| Admission to a DLT trading venue | As allowed by the venue’s rules | Venue admission plus prospectus where required | Secondary trading, but few venues are authorised |
Passporting is covered in our guide to the EU prospectus passport for security tokens. For renewable projects backed by a PPA, see energy tokenization.
Tokenized debt and private credit
«Tokenized private credit» usually means notes issued by a vehicle that holds loans, with the notes recorded on DLT. In the EU those notes are securities. Depending on the structure, other regimes, such as fund or securitisation rules, may also apply, so classification comes before any technical work.
What tokenization changes, and what it does not
- Changes: one record for the register and the cap table, automated coupon and redemption events, and the option of faster settlement.
- Does not change: your credit risk, covenants, investor protection rules or the need for an authorised placement firm. Liquidity is not automatic; investors in a private issue should expect to hold to maturity.
HokenFi provides the issuance technology, on Ethereum and Polygon: token issuance, on-chain cap table, transfer rules and coupon events. It is not an entity authorised by the CNMV; the regulated steps are carried out by authorised partners.
Weighing a bond issue over a capital increase? Take the 2-minute issuance assessment or request a proposal.
This content is educational. It is not legal, tax or investment advice. Check the current version of each rule on EUR-Lex and the relevant national gazettes.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, investment firm, financial advisor or ERIR). This article is for information only and is not financial or legal advice.
Frequently asked questions
What is a tokenized bond?
A tokenized bond, also called a digital or blockchain bond, is a debt security issued and recorded on distributed ledger technology. It gives the same rights as a conventional bond, a coupon and repayment of principal, but ownership, transfers and payments run on a shared ledger. In the EU it remains a security, so MiCA does not apply.
Are there real tokenized bonds in Europe?
Yes. The European Investment Bank issued a EUR 100 million digital bond on Ethereum in 2021 and later issues on private ledgers in euros and sterling. Siemens issued a EUR 60 million bond on Polygon in 2023 under Germany's Electronic Securities Act, and a EUR 300 million digital bond in 2024 settled in central bank money.
How does a company issue a tokenized bond in Spain?
The company or an SPV approves the issue terms, records the bonds with an ERIR under article 8 of Law 6/2023 and Royal Decree 814/2023, and either publishes a prospectus or uses an exemption, such as offers to qualified investors only. Placement runs through an investment firm authorised under MiFID II, which handles investor checks.
Is a tokenized bond more liquid than a conventional one?
Not automatically. Tokenization makes transfers and settlement simpler, but liquidity needs buyers and a venue. In the EU, trading tokenized securities on a venue while staying on DLT requires an infrastructure under the DLT Pilot Regime, and few have been authorised. Investors in a private issue should expect to hold to maturity.
