2026 GuideHow to tokenize an asset in Spain, reviewed by three law firms. Download it

What you finance yourself with

Finance your working capital with tokenized promissory notes.

Your company issues short-term debt and the registry entity (ERIR) records the promissory notes in a digital registry. You do not cede equity or voting rights. You prepare the issuance with your law firm and open it to your investors from a single account.

What it is

A tokenized promissory note is still a promissory note. What changes is where it is recorded. It moves to a distributed ledger technology (DLT) registry run by an authorized entity, the ERIR. Whoever subscribes to it lends money to your company for a short time and has the right to recover it, with interest, on the maturity date. You see the list of holders in your dashboard, always up to date.

The law applies the same regime to it as to bonds.

TodayMonthsYears
Promissory note
Short term. A single payment at maturity, with the principal and interest
Bond
Several years. Interest in each period and the principal at the end

Indicative scale.

The ERIR records who holds each promissory note in a DLT registry.

When it fits and when it doesn't.

It fits if

  • You need to finance working capital or cover a gap between payments and receipts.
  • You want to obtain financing without giving up equity or voting rights.
  • You forecast the cash to repay each promissory note at maturity.
  • You have your own investors to invite.

It does not fit if

  • You need the money in days. Preparing the issuance takes weeks.
  • You are looking for financing over several years. See bonds and obligations.
  • Your S.L. is already near its issuance limit and cannot offer collateral.
  • You expect someone to find investors for you. HokenFi does not find them.

What you decide.

Your law firm puts it in writing in the issuance document.

Fact sheet · Your issuanceYou set it
  1. 01The issuance amount and the nominal value of each promissory note
  2. 02The maturity date
  3. 03The interest rate
  4. 04The minimum investment per investor
  5. 05The subscription period
  6. 06Who are you targeting, only qualified investors or the general public?
  7. 07The network, Ethereum or Polygon
How it's done

Step by step, in a single account.

  1. 01

    You state what you want to issue

    The asset, the amount and the term. With that, the platform prepares the milestones for your issuance.

  2. 02

    Your company

    If necessary, a corporate law firm creates the issuing company or transforms yours into a public limited company. You request quotes and choose without leaving the account.

    • Be a public limited company (if you already are, or your S.L. fits within its limit, you skip it)A law firm
    • Prove the financial backingYou
  3. 03

    Your issuance document

    It is drafted by a law firm specializing in securities or an investment services company (ESI). You also choose it by quotes.

    • Draft the issuance documentA law firm specializing in securities, an ESI, or you
  4. 04

    Your issuance

    • Activate your planYou
    • Create the tokensYou
    • Finalize the final documentYou
  5. 05

    Go to market

    • Validation of the offer, when required by lawThe ESI
    • Registration of the promissory notesThe ERIR
    • Collection account for the issuance, with its own IBAN (automated IBAN plugin, 150 € per month, or included in Scale and Institutional)You
  6. 06

    You open to your investors

    They are verified, subscribed and paid by bank transfer into your issuance account. The ERIR records them as holders and you see the list in your dashboard.

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Questions

What beginners usually ask.

Do I need a prospectus?

Generally no, if the promissory note matures in less than 365 days, whatever the amount. If it matures later, the same threshold as for bonds applies, which is 8 million over twelve months under Spanish law and 12 under the European regulation from June 2026, so your law firm confirms which one is in force. You do need the issuance document.

When is an ESI required?

When the issuance is without a prospectus and you offer it to the general public with advertising. Also with promissory notes maturing in less than 365 days. The ESI validates the information your investors receive and supervises the marketing.

Can my S.L. issue promissory notes?

Yes, with the same cap as for bonds. The total of its issuances cannot exceed twice its equity, unless the issuance is secured by a mortgage, a pledge of securities, a public guarantee or a joint and several guarantee from a credit institution. With a guarantee from a mutual guarantee company (SGR), the limit is set by its guarantee capacity. The S.A. does not have that cap, which is why it is a better vehicle for issuing.

Does the Spanish National Securities Market Commission (CNMV) approve my issuance?

No. The CNMV registers the ERIR as responsible for the registration of your issuance, and that registration does not imply that it has validated the terms or the information.

How much does it cost?

You pay a one-time access fee of 249 € when creating the account. The plan, from 249 € per month, you do not pay until you launch the issuance. The fees for the law firm, the ERIR and the ESI are separate and you see them in each offer before signing. Add the notary and the Commercial Registry. Prices exclude VAT.

Get started

Do you need to finance your working capital? Tell us about your issuance.

Create your account, activate access and you will receive offers from law firms.