Your S.A. issues shares or tokenized debt.
A public limited company can issue shares and debt, and its debt has no cap. You prepare the issuance with your law firm, the ERIR registers the securities in a digital registry, and you open it to your investors from a single account.
What can an S.A. issue?
To issue, the S.A. is the best vehicle. Its shares can be securities and its debt has no amount limit. An S.L. cannot tokenize its participations. For bonds, it cannot exceed twice its own funds, 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 or an SGR.
- Shares. You increase capital and add shareholders. Your general meeting approves it.
- Bonds and debentures. Debt for a term and with interest, without giving up capital or voting rights.
- Promissory notes. Short-term debt, for working capital.
The law also allows an S.A. to issue convertibles and warrants, but today the platform does not issue them.
Tokenized, they remain the same securities, with the same rights. What changes is where they are recorded. They move to a registry based on distributed ledger technology (DLT) run by an authorized entity, the ERIR.
When it fits and when it doesn't.
It fits if
- Your company is already an S.A.
- You have a project with an amount and a term.
- You have your own investors to invite.
It does not fit if
- Your company is an S.L. and you do not want to transform it. Look at the participatory loan or the bonds within its cap.
- You need the money in days. Preparing an issuance takes weeks.
- You expect someone to find investors for you. HokenFi does not find them.
Which instrument to choose
| If you want… | What suits you | Who approves it |
|---|---|---|
| Adding shareholders | Shares | The general meeting |
| Multi-year debt without giving up capital | Bonds and debentures | The management body, unless the bylaws say otherwise |
| Financing working capital for less than a year | Promissory notes | The management body, unless the bylaws say otherwise |
How it's done with HokenFi.
You tell us what you want to issue and the platform prepares the milestones for you. Since you are already an S.A., you skip the first one.
- 01
Your issuance document
A law firm specialized in securities or an investment services company (ESI) drafts the issuance document. If you issue shares, the law firm also prepares the general meeting resolution. You choose it from offers without leaving the account.
- 02
Your issuance
You create the tokens for your issuance. You start paying for the plan when you launch it.
- 03
Go to market
The ESI validates the offer when the law requires it and the ERIR registers the securities. You open the issuance collection account, with its own IBAN. It is the automated IBAN plugin, at 150 € per month, included in Scale and Institutional.
- 04
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 of each step are on the page for each instrument.
What beginners usually ask.
What happens to my current shareholders?
They have a preemptive right to subscribe for the new shares in proportion to those they already hold. Your law firm provides in the resolution how it is exercised.
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.
When is an ESI required?
When the issuance is without a prospectus and you offer it to the general public with advertising. The ESI validates the information your investors receive and supervises the marketing.
Is a commissioner needed?
Yes, if you offer bonds to the public with a prospectus, or without one because you are below the amount threshold. The law requires a bondholders' syndicate and a commissioner to represent them. Your law firm provides for it in the issuance.
Does the 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 €. The plan, from 249 € per month, is not paid until you launch the issuance. The automated IBAN costs 150 € per month and is included in Scale and Institutional. Law firm fees, the ERIR and the ESI are separate and you see them in each offer before signing. Add notary and Commercial Registry fees. Prices exclude VAT.
Does your S.A. want to raise financing? Tell us about your issuance.
Create your account, activate access and you will receive offers from law firms.
