Finance your real estate project through its company.
Development, refurbishment or rental. The company that owns the project issues shares or debt, and the registry entity (ERIR) records those securities in a digital register. The property remains in the company's name.
How this is financed.
What is tokenized are the securities issued by the project company. The property is not tokenized. It remains registered in the Land Registry in the name of that company, and recording a security in the digital register does not change that registration.
The usual approach is one company per project, preferably a public limited company. That company can issue:
- Shares. The investor becomes a shareholder of the company that owns the property, with the rights set out in the articles of association and the issuance agreement.
- Bonds and debentures. The investor lends to the company. They have the right to receive the agreed interest and to recover what they invested at maturity. The issuance may be secured by a mortgage on the property.
- Both at once, with a debt tranche and an equity tranche. Each tranche follows its own rules.
The mortgage, if any, is signed in a public deed and registered in the Land Registry, separately from the digital register.
When it fits and when it doesn't.
It fits if
- The project is in its own company, or can be.
- You have a plan with amount, term and exit, whether sale or rental.
- You have your own investors to invite.
It does not fit if
- You want to sell square metres or parts of the building. A security token does not transfer ownership of a property.
- You want to offer the shares of the project S.L. They cannot be securities. Convert it into an S.A. or issue debt within its limit.
- You are looking for a platform to publish your project and attract investors from the public. HokenFi does not seek investors.
- You need the money in days. Preparing an issuance takes weeks.
- You want to pool money from many investors to buy properties and have a manager administer them on their behalf. That may be collective investment, with its own regime.
Which instrument to choose
| If you want… | What suits you | What you give up |
|---|---|---|
| That the investor shares the project result | Shares of the project company | Capital and voting rights in that company |
| Fixed term and interest, with or without mortgage | Bonds and debentures | Neither equity nor voting rights. You pay interest and repay at maturity |
| To bridge a gap of less than a year, for example until a sale | Promissory notes | Neither equity nor voting rights |
| Finance yourself with investors you already know, also in an S.L. | Participating loan | Part of the interest depends on how the company performs |
How it's done with HokenFi.
You tell us what you want to issue and the platform prepares the milestones for you.
- 01
Your company
A corporate law firm sets up the project company, if needed. You choose it from offers without leaving your account.
- 02
Your issuance document
A law firm specialized in securities or an investment services firm (ESI) drafts the issuance document. You also choose it from offers.
- 03
Your issuance
You activate your plan and create the tokens for your issuance.
- 04
Go to market
The ESI validates the offer when required by law and the ERIR registers the securities. You open the collection account for the issuance, with its own IBAN. That account is the automated IBAN plugin, at 150 € per month, or it is included in the Scale and Institutional plans.
- 05
You open to your investors
Your investors are verified, subscribe and pay by transfer to that account. The ERIR records them as holders and you see the list on your dashboard.
The milestones for each step are in shares and in bonds and debentures.
What beginners usually ask.
Does the investor own part of the property?
No. They are a shareholder or creditor of the company that owns the property. The property remains registered in the name of that company in the Land Registry.
Can the project S.L. issue bonds?
Yes, with a limit. 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. With a mortgage on the property, that limit does not apply. The S.A. has no limit, which is why it is a better vehicle for issuing.
One company per project?
Yes, that is usual. This way each issuance finances a single project and your investors know which one they are entering.
Do I need a prospectus?
In general no, if you are below 8 million in twelve months. From June 2026 the European regulation sets that figure at 12, unless a country opts for 5, but Spanish law still says 8, so your law firm confirms the one in force. Yes, you need the issuance document.
What taxes does someone who buys shares in the company pay?
Subscribing for new shares is not buying securities from another investor. When one investor sells to another, the sale is generally exempt from VAT and transfer tax. There is an exception. If the securities are not listed and the buyer comes to hold more than half the capital of a company whose assets are at least half real estate in Spain not used for a business activity, it is presumed, unless proven otherwise, that the buyer seeks to avoid the real estate tax, and the transaction is taxed as if the real estate had been purchased. The same applies if shares received for contributing real estate not used for a business activity are sold within less than three years. Your law firm reviews this when structuring.
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.
Do you have a real estate project? Tell us about your issuance.
Create your account, activate access and you will receive offers from law firms.
