A tokenized note is short-term debt issued directly to investors and recorded through distributed technology. It serves to cover working capital in short terms without the process of a bank line. As a transferable security, it requires an issuance document, an ERIR to keep the register, and an analysis of whether the offer requires a prospectus.
You have a campaign to finance, a batch of supplier payments to advance or a working capital peak to cover in sixty days. The bank asks you for three weeks to review the line, guarantees and an arrangement fee that eats into the margin. And you need the money now, not next quarter. The tokenized promissory note is born precisely for that gap: short-term debt, issuance in days and scheduled repurchase when it matures.
What is a tokenized promissory note
A tokenized promissory note is a short-term promise of payment issued as a security token: you acknowledge a debt with a maturity date and represent it digitally on a distributed registry, without paper and without a notary for each transaction. The promissory note is a long-standing debt instrument. The novelty is the wrapper: instead of a physical certificate or a traditional book-entry, the security lives in a system based on distributed ledger technology (the blockchain that serves as a shared ledger).
Spanish law supports it without acrobatics. A promissory note with a maturity of less than 365 days is considered a transferable security (art. 5.2 Ley 6/2023, LMVSI), and a transferable security can be represented by distributed registries (art. 6.1 LMVSI). It fits as a financial instrument under MiFID II (the European directive that defines what a security is), with CNMV supervision. And precisely because it is a financial instrument, it falls outside MiCA (art. 2.4 Regulation (EU) 2023/1114): the crypto regulation does not apply to it, because it already has its own framework.
What it means for you
You are not inventing a new product or entering a legal limbo. You issue the same promissory note you already know, with a different medium. If you want the full picture of the medium, you have it in debt and bond tokenization in Spain.
The real advantage is in the short term
The promissory note is for working capital: you pay suppliers, finance a campaign, cover a cash flow gap and repay in months, not years. That's the difference from the bond. The bond finances long-term investment (a plant, an expansion) with coupons spread over several years. The promissory note covers immediate needs and is repaid quickly, typically up to 12 or 24 months depending on how you design the issuance.
In the traditional market, promissory notes are placed in programs such as MARF (the alternative fixed-income market in Spain), a circuit designed for recurring issues. It works, but the admission mechanics and the operation of each tranche have their friction. In tokenized form, the advantage is operational: you issue a tranche in days, schedule the repurchase in the token itself and, when maturity arrives, the repayment executes according to the rules you wrote. For an instrument that lives weeks or months, agility in issuance and repurchase is everything.
Promissory note, bond and SME bond: don't confuse them
If your need is structural and over several years, you don't want a promissory note: you want a bond. And if you're looking for a bond issue designed for the size of an SME, that is another instrument with its own fit. Here we talk only about the short term. When the horizon lengthens, the bond is the right tool.
You don't need to be a public limited company
Debt can be issued by any authorized legal entity: an S.L. issues promissory notes without becoming an S.A. This is the barrier that falls compared with equity. Tokenizing shares requires being a public limited company, because art. 92.2 of the Ley de Sociedades de Capital (LSC) prohibits representing S.L. interests as transferable securities. The promissory note does not touch capital: it is a debt, an obligation to repay. That's why your S.L. can issue it as is, without restructuring the company or converting interests into shares.
What it means for you
If today you are an S.L. and need quick liquidity, the tokenized promissory note saves you the most expensive and slowest corporate transaction. You don't dilute shareholders, you don't give up control, you don't change legal form. You acknowledge a debt and repay it.
The pieces you have to put together
A clean issuance relies on four pieces: the ERIR, the offering regime without a prospectus, KYC/AML and the terms of the promissory note itself. None is optional, but none is a wall.
The ERIR: the digital notary of the registry
The issuer appoints an entity responsible for registration and record-keeping (ERIR), the figure that administers the register of securities on the distributed system and attests to who holds what (Art. 8 LMVSI). It is the digital notary of the securities ledger. The ERIR must be authorized to operate (Art. 126 LMVSI; regime of RD 814/2023). Today, in Spain the supply of ERIRs is highly concentrated (Ursus-3 is the market's initial reference), so the availability of the entity usually determines the timetable more than the technical side.
Offer without a prospectus: the legal shortcut
The CNMV prospectus is expensive and slow. You avoid it if you direct the offer only to qualified investors, or if you stay below the exemption threshold (Art. 1.4 EU Reg. 2017/1129). The Listing Act (EU Reg. 2024/2809) has updated those exemption thresholds upwards, which widens the room to place without a full prospectus. In that case you prepare an information memorandum, a lighter document, instead of the full prospectus.
KYC/AML and terms of the promissory note
You identify whoever subscribes the promissory note under Ley 10/2010 on money laundering prevention (KYC/AML, know your customer). And you define the terms: amount, maturity, interest rate or discount, and the repayment mechanics programmed into the token. That programming is what makes the repurchase automatic when the date arrives.
A case to see it clearly
Imagine a distributor that needs 400,000 euros to buy seasonal stock and recovers it in four months through sales. It is an SL. The bank offers it a credit line at 7% with opening and assessment fees, and three weeks of processing. Instead, it issues a six-month tokenized promissory note, aimed at a small group of qualified investors it already knows.
It appoints the ERIR, avoids the prospectus by targeting only qualified investors, prepares a short memorandum, applies KYC to subscribers, and programs the repurchase for the maturity date. The slow part is not the technology: it is the availability of the ERIR and drafting the memorandum. When it matures, repayment is executed according to the written rules. The distributor did not touch its capital, did not give up control, and resolved its working capital in days.
Tokenized promissory note at a glance
| Item | How it looks in a tokenized promissory note |
|---|---|
| Nature | Short-term debt (transferable security, Art. 5.2 LMVSI) |
| Typical term | Short, up to 12-24 months depending on design |
| Required vehicle | Any authorized legal entity; does not require an SA |
| Medium | Distributed ledger with ERIR (Art. 6.1 and 8 LMVSI) |
| Supervisor | CNMV, under MiFID II; outside MiCA (Art. 2.4) |
| Offer | No prospectus if it goes to qualified investors or below threshold (Art. 1.4 Reg. 2017/1129) |
| Identification | KYC/AML (Ley 10/2010) |
What to do now
If short-term is your need, this is the order of work:
- Define the amount, maturity, and who you direct the offer to (qualified investors or below threshold). Review the full flow in how to issue a security token in Spain.
- Confirm the availability of the ERIR, because it determines the real timetable.
- Decide between a prospectus and an information memorandum depending on the offer regime you choose.
- If your horizon is years and not months, look at debt and bond tokenization instead of the promissory note.
- If you start from scratch, begin with what asset tokenization is and resolve terminology questions in the glossary.
Frequently asked questions
What is the difference between a tokenized promissory note and a tokenized bond?
Term and purpose. A promissory note is short-term debt for working capital, with maturity of months. A bond finances long-term investment, with coupons spread over several years. If your need is covered in months, it is a promissory note; if it is structural, it is a bond.
Can an S.L. issue a tokenized promissory note?
Yes. Debt can be issued by any authorized legal entity, without needing to be a public limited company. The S.A. restriction only affects tokenized equity, not promissory notes (art. 92.2 LSC for equity).
Do I need a CNMV prospectus to issue a tokenized promissory note?
Not always. If you target the offer only at qualified investors or stay below the exemption threshold, you avoid the prospectus (art. 1.4 Regulation (EU) 2017/1129) and prepare a lighter information memorandum.
Is a tokenized promissory note subject to MiCA?
No. As a financial instrument under MiFID II, it falls outside the MiCA crypto regulation (art. 2.4 Regulation (EU) 2023/1114). Its framework is securities markets regulation, with CNMV supervision.
What term can it have?
Short, typically up to 12 or 24 months depending on how you design the issuance. A promissory note with a maturity of less than 365 days is directly considered a transferable security (art. 5.2 LMVSI). Always confirm the specific conditions of your issuance.
What is the ERIR and why do I need it?
It is the entity responsible for registration and record-keeping, the digital notary that administers the registry of securities in the distributed system (art. 8 LMVSI). The issuer appoints it, and its availability usually sets the issuance timeline.
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. Check the current version of the rules cited in the BOE and EUR-Lex.
Cited regulations
- Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión (LMVSI): arts. 5.2, 6.1, 8 and 126.
- Real Decreto 814/2023, de desarrollo de la LMVSI.
- Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital (LSC): art. 92.2.
- Directive 2014/65/EU (MiFID II).
- Regulation (EU) 2017/1129 (Prospectus Regulation): art. 1.4.
- Regulation (EU) 2024/2809 (Listing Act).
- Regulation (EU) 2023/1114 (MiCA): art. 2.4.
- Ley 10/2010, de prevención del blanqueo de capitales (KYC/AML).
