Tokenized equity and the classic capital increase achieve the same thing, bringing in shareholders, but through different paths. The capital increase requires the usual corporate process with a notary and the Commercial Registry. Tokenized representation changes how ownership is registered and how it is transferred afterwards, not the nature of what is issued.
You want to bring investors into your company's capital. The question is which way: the usual capital increase, with notary and Commercial Registry, or tokenized equity, with your shares represented as a security token. Both bring in new partners. They change the process, cap table management, the way to transfer and the cost. Here you compare both routes by dimensions, with the Spanish framework in front of you, to decide with data and not by trends.
What this article compares
Both are real capital increases. The traditional one issues S.A. shares or S.L. participations through the classic notarial route. Tokenized equity issues S.A. shares (or shares of an SPV, a vehicle created only for that issuance) and represents them on blockchain as a security token. Tokenizing is not a legal shortcut: it is another way to represent the same shares, with an on-chain cap table and programmable transfer rules. The increase agreement, the deed and the registration still exist; what changes is how the shares live and move afterwards (art. 8 LMVSI; RD 814/2023).
What is the traditional capital increase
It is the well-known path: the general meeting agrees to increase capital, it is raised to a public deed before a notary and registered in the Commercial Registry. From then on, the new partners appear as holders of shares (S.A.) or participations (S.L.). It is the default method in Spain and your advisor masters it. The downside is that almost everything is manual.
How it moves afterwards
In an S.A., shares are transferred according to their form of representation. In an S.L., each transfer of participations requires a public document and respects the pre-emptive acquisition right of the other partners (art. 107 and 108 LSC). You keep the register of partners yourself, usually in books and spreadsheets.
What it means for you
You have a proven route with no regulatory surprises. In exchange, every entry or exit of a partner involves paperwork, intermediaries and time. If you open the capital to many investors, management grows manually.
What is tokenized equity
They are shares of an S.A. (or of an SPV) represented through distributed registry systems as a security token. The security remains a share with all its rights; the token is its digital entry. The issuance designates an ERIR (entity responsible for registration and record, the digital notary of the on-chain registry), requires an issuance document and falls under the LMVSI and MiFID II, with the CNMV as supervisor. You have the process details in our guide to share tokenization in Spain (art. 6 and art. 8 LMVSI; RD 814/2023).
The rule that decides the S.L.
An S.L. cannot tokenize its participations as a negotiable security. The Ley de Sociedades de Capital expressly prohibits it (art. 92.2 LSC). If your company is an S.L., the traditional capital increase is available, but tokenized equity is not: you would need to transform into an S.A. or issue from an SPV in the form of an S.A.
What it means for you
The token does not change your partners' rights. It changes the infrastructure: on-chain registry, transfer rules written into the security itself and CNMV supervision. The legal form of the issuer decides whether this route is open or closed to you.
The comparison, dimension by dimension
Both routes start from the same corporate act. They differ in how you manage the cap table, how the shares are transferred and what liquidity you offer. These are the six dimensions that matter when deciding.
Issuance process
The traditional one: general meeting agreement, deed before a notary, registration in the Commercial Registry. Tokenized equity keeps that corporate framework and adds the issuance document and the designation of the ERIR (art. 7 and art. 8 LMVSI). More layers at the start, but all leave a digital trail.
Vehicle
The traditional one works for S.A. and S.L. Tokenized equity requires S.A. or SPV: the S.L. is left out by art. 92.2 LSC. Your current legal form conditions the choice before looking at anything else.
Cap table management
On the traditional route, you keep the shareholders' register by hand. On the tokenized route, the cap table lives on-chain: each holder and each movement is recorded in the distributed ledger under the ERIR. Fewer spreadsheets, fewer versions to reconcile.
Transfer
Transferring shares in an SL requires a public deed and respects the pre-emptive acquisition right (art. 107 and 108 LSC). The token embeds those rules in the security itself: it only moves to authorized wallets and under the conditions defined by the issuance. Restrictions are enforced by design, not by later review.
Cost
The traditional route concentrates costs in notary, registry, and advisory fees per transaction. The tokenized route adds the cost of technical infrastructure and the ERIR, but amortizes better when there are many holders or frequent movements. We do not publish figures: ask your advisor and provider according to your case.
Liquidity
Shares of a non-listed SA and shares in an SL are transferred privately and slowly. Tokenized equity opens the door to liquidity with rules: transfers can be more agile within the perimeter of authorized holders, always subject to the restrictions of the issuance and the applicable supervision.
Comparison table
| Dimension | Traditional capital increase | Tokenized equity |
|---|---|---|
| Process | Shareholders' meeting resolution, deed, registration with the Commercial Registry | Same corporate framework + issuance document + ERIR |
| Vehicle | SA or SL | SA or SPV (the SL cannot, art. 92.2 LSC) |
| Management | Manual shareholders' register | On-chain cap table under the ERIR |
| Transfer | Public deed and pre-emptive right in SL | Rules programmed into the token itself |
| Cost | Notary, registry, and advisory per transaction | Infrastructure + ERIR; amortizes with many holders |
| Liquidity | Private and slow transfer | More agile within the authorized perimeter, with restrictions |
When each route makes sense
If you are an SL with few shareholders and a one-off admission, the traditional capital increase solves it without new regulatory friction. If you are an SA (or can incorporate an SPV), you open the capital to many investors and want a live cap table with regulated transfer, tokenized equity fits better. The decision is not technology versus paper: it is what type of transaction you have in front of you.
Stick with the traditional route if
Your company is an SL and you do not want to transform it. The admission of shareholders is sporadic and with few names. Your priority is the path most familiar to your advisors and without a securities market supervision layer.
Consider tokenized equity if
You issue from an SA or an SPV. You will have many holders or frequent movements, and manual management does not scale. You want transfer and dividend rules programmable and recorded in the security itself. You understand that you are assuming the framework of the LMVSI, MiFID II, and the CNMV.
What it means for you
Legal form filters first. Then volume dictates: the more holders and movement, the more on-chain management matters. A small, one-off transaction rarely justifies setting up the infrastructure.
What to do now
Start with what decides everything: your legal form. If you are an SL, the traditional capital increase is your direct route; tokenized equity only comes in via transformation into an SA or SPV. If you are an SA, you can now compare seriously.
To understand the complete mechanics of the tokenized route, read the guide to tokenizing shares in Spain and the step-by-step guide to how to issue a security token in Spain with the ERIR. If you are starting from scratch with the concepts, the 2026 guide to asset tokenization for companies gives you the framework. And if an acronym slows you down, check the glossary.
Frequently asked questions
Does tokenized equity avoid the notary and the Commercial Registry?
No. It is still a real capital increase: corporate resolution, deed, and registration remain. Tokenizing adds the issuance document and the ERIR; it does not replace the corporate act (art. 8 LMVSI; RD 814/2023).
Can an S.L. tokenize its ownership interests?
No. Art. 92.2 LSC prohibits representing the ownership interests of an S.L. as transferable securities. Traditional capital increases for an S.L. do exist, but those ownership interests cannot be tokenized as a security. The route is to convert into an S.A. or issue from an SPV.
Does tokenization automatically provide more liquidity?
Not automatically. It opens the door to faster transfers within the perimeter of authorized holders, always subject to the restrictions of the issuance and the applicable supervision. Liquidity depends on the design, not on the token itself.
Is tokenized equity the same as tokenizing shares?
It is the same operation seen from the comparison. Here you compare the tokenized route with the traditional capital increase. You can find the details of how shares are tokenized in the specific guide.
Does MiCA apply to these tokenized shares?
No. Transferable securities such as shares fall outside MiCA (art. 2(4) of Regulation (EU) 2023/1114). The applicable framework is the LMVSI and MiFID II, with the CNMV as supervisor.
Which one costs less?
It depends on the volume. The traditional route charges the cost per transaction at notary and registry; the tokenized route concentrates cost in infrastructure and ERIR, and pays off with many holders or transactions. We do not give generic figures: get a quote for your case with an advisor and provider.
Notice
Informational content. It does not constitute legal, tax or investment advice. HokenFi is a software and infrastructure provider; it does not provide regulated services. Verify the current version of the cited rules in BOE and EUR-Lex.
Cited regulations
- Ley 6/2023, de los Mercados de Valores y de los Servicios de Inversión (LMVSI) - BOE-A-2023-7053. Arts. 6, 7 and 8.
- Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital (LSC) - BOE-A-2010-10544. Arts. 92.2, 107 and 108.
- Real Decreto 814/2023 and RD 815/2023, implementing the LMVSI.
- Directive 2014/65/EU (MiFID II) - CELEX 32014L0065.
- Regulation (EU) 2023/1114, on markets in crypto-assets (MiCA), art. 2(4) - CELEX 32023R1114.
