A tokenized bond allows an SME to raise debt directly from investors, without going through the bank and without selling part of the company. It is a negotiable security subject to Ley 6/2023: it requires an issuance document, an ERIR that keeps the register and a prior analysis of whether the offer requires a prospectus.
You are an SME. You have revenue, signed contracts and a clear growth plan. But the bank squeezes you: it asks for more collateral, lengthens response times and offers you a smaller line than you need. Meanwhile, you do not want to sell part of your company to raise cash. There is another way. You can issue a tokenized bond and raise money directly from investors, without going through the bank counter and without diluting the shareholders.
This article gets straight to the point on the SME case. If you are looking for the general guide to debt and bonds, you have it in tokenization of debt and bonds in Spain. Here the focus is different: how to finance yourself without a bank with a mid-sized amount and a flexible vehicle.
What is a tokenized bond for an SME
A tokenized bond is debt that your company issues directly to investors, represented as a token on a distributed ledger. You receive the money today; the investor receives a right to payment (interest and repayment of principal) on the agreed dates. The technology changes the medium of the bond, not its nature: it remains a loan between your company and whoever provides the capital.
A bond is a financial instrument. Therefore, when you tokenize it, the result is a security token subject to Ley 6/2023 de los Mercados de Valores y de los Servicios de Inversión (LMVSI) and to MiFID II, under CNMV supervision (Annex, Section C, of MiFID II). It is not a cryptocurrency or a utility token. That also means it falls outside the European crypto-asset regulation: MiCA expressly excludes financial instruments (art. 2(4) of Regulation (EU) 2023/1114).
Why a bond fits an SME seeking financing
With a bond you do not sell your company: you borrow money and pay it back. Your shareholders keep 100% of the capital and control. For an SME that needs cash but does not want to give up equity, debt is almost always the least painful option.
You don't dilute shareholders
When you issue equity (shares or units), you distribute ownership and votes. When you issue a bond, you only assume a payment obligation. You repay the principal with interest and regain full freedom over your company. The investor is a creditor, not a shareholder: they do not join the board, do not vote on your plan, do not opine on dividend distribution.
The vehicle is flexible
You design the bond yourself within the limits of the regulation. You choose the term, coupon schedule, whether there is a grace period, whether you repay at the end or in tranches, and what collateral you offer. That flexibility is hard to achieve in a standard bank loan, where the product is given to you more or less fixed.
It fits mid-sized amounts
Direct issuance to investors makes sense when the amount justifies the process but does not reach the size of a listing on a regulated market. That mid-sized range (the one many SMEs need for a warehouse, a large working capital round or a specific project) is where the tokenized bond competes well with the bank.
You don't need to be a public limited company
To issue debt you do not need to convert into a SA. Any authorised legal entity can issue a bond. The corporate restriction requiring SA status applies to equity, not to debt (art. 92.2 LSC). If you are an SL, you can issue a tokenized bond without changing your legal form.
This is important because most SMEs in Spain are private limited companies. Conversion into an S.A. involves costs, timelines and capital requirements that stop many companies before they start. In debt that obstacle does not exist: if your S.L. is authorized to issue bonds, the path is open.
What it means for you: review your bylaws and check with your advisor that your company can issue bonds. It is a verification step, not a restructuring.
The pieces of an issuance without a bank
You need four things: a document describing the issuance, an entity that keeps the registry of the tokens, a decision on who you offer the bond to, and an identity control for investors. With those pieces in place, you raise the money directly.
The issuance document
It is the document that defines your bond: amount, term, interest, guarantees, investor rights and registry rules. The law requires it to represent securities through systems based on distributed ledger technology (art. 7 LMVSI). Without an issuance document, there are no valid securities.
The ERIR: the registry's digital notary
The ERIR (Entidad Responsable de la Inscripción y el Registro) is the one that officially records who owns each token and every change of holder. It works as the registry's digital notary: it publicly certifies ownership (art. 8 LMVSI; RD 814/2023). In Spain, as of 2026, the first authorized ERIR is Ursus-3 Capital. Without a designated ERIR, there is no valid issuance.
Who you offer the bond to
Here you decide the offering regime, and that decision determines cost and speed. If you target the offer only at qualified investors (institutional, professional), you avoid the prospectus (art. 1.4 of Regulation (EU) 2017/1129). If you open it to retail investors, a threshold comes into play: the Listing Act harmonizes the prospectus exemption up to 12 M€ in 12 months, with each Member State able to lower it to 5 M€ (Regulation (EU) 2024/2809). Below the applicable threshold, you do not need a prospectus; above it, you do.
Investor identity control
You have to know who buys your bond. Anti-money laundering regulations require you to identify and verify each investor before admitting them (KYC/AML, Ley 10/2010). In a tokenized issuance, that control is integrated into the subscription process itself.
Case: an industrial SME finances itself without a bank
A company with stable production and an order book wants to finance a plant expansion. The bank offers it less than it is asking for and with guarantees it does not want to give. It decides to issue a tokenized bond aimed at qualified investors.
The company is an S.L., so it does not change its legal form. It prepares the issuance document with a medium-term maturity and periodic coupon. It designates the ERIR to keep the registry. By targeting the offer only at qualified investors, it avoids the prospectus and shortens the timeline. It applies KYC to each investor at subscription.
The result: it raises the amount it needs, keeps 100% of the capital among current shareholders and ends up with a clear payment obligation, not a new partner at the table. The orders remain its own; the plant grows; the bank is no longer the bottleneck.
(Qualitative case. It does not include interest rates or specific figures because they depend on each issuance, the market and the company's credit quality.)
Checklist: can you issue your bond without a bank?
| Item | What to verify | Basis |
|---|---|---|
| Legal form | Your company (incl. S.L.) can issue bonds | art. 92.2 LSC (the restriction to S.A. is for equity) |
| Issuance document | Defines amount, term, interest, guarantees and rules | art. 7 LMVSI |
| Designated ERIR | Entity that keeps the registry (Ursus-3 Capital, 2026) | art. 8 LMVSI; RD 814/2023 |
| Offering regime | Only qualified investors (no prospectus) or retail investors (threshold) | art. 1.4 Reg. (EU) 2017/1129; Reg. (EU) 2024/2809 |
| KYC/AML | You identify and verify each investor | Ley 10/2010 |
| Classification | The bond is a security token, not crypto; outside MiCA | art. 2(4) Reg. (EU) 2023/1114 |
What to do now
Follow these steps to go from idea to issuance:
- Confirm with your advisor that your company can issue debt and define the target amount and term.
- Read the general guide to understand the technical details: debt and bond tokenization in Spain.
- Review the full issuance process, phases and deliverables: how to issue a security token in Spain.
- If you are starting from scratch with the concept, start with what asset tokenization is.
- Resolve the terminology in the glossary.
Frequently asked questions
Can an SL issue a tokenized bond, or do I have to be an SA?
You can do it as an SL. The obligation to be a public limited company applies to equity, not debt (art. 92.2 LSC). Check that your company is authorized to issue bonds and go ahead.
Do I have to publish a prospectus to attract investors?
It depends on who you offer the bond to. If you target only qualified investors, you avoid the prospectus (art. 1.4 of Regulation (EU) 2017/1129). If you open to retail investors, you do not need a prospectus below the applicable threshold: up to 12 M€ over a harmonized 12-month period, with a national option of 5 M€ (Regulation (EU) 2024/2809).
How is it different from a bank loan?
You raise the money directly from investors instead of from an entity. You design the term, coupons and guarantees within the regulation, instead of accepting a closed product. And you do not need the bank to approve the transaction.
Does a tokenized bond force me to bring in new shareholders?
No. The debt investor is a creditor, not a shareholder. They have no vote, do not join the board and do not participate in dividends. They get their money back with interest according to the agreed schedule.
Does this fall under MiCA?
No. A bond is a financial instrument, and MiCA excludes financial instruments (art. 2(4) of Regulation (EU) 2023/1114). Your tokenized bond is governed by the LMVSI and MiFID II, under the CNMV.
Do I need an ERIR to issue?
Yes. The ERIR maintains the official register of token ownership (art. 8 LMVSI; RD 814/2023). Without a designated ERIR there is no valid issuance. In Spain, as of 2026, the first authorized ERIR is Ursus-3 Capital.
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. 7 and 8. BOE-A-2023-6536.
- Real Decreto 814/2023, implementing the LMVSI (ERIR regime), and RD 815/2023 (official CNMV registers).
- Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital (LSC), art. 92.2. BOE-A-2010-10544.
- Directive 2014/65/EU (MiFID II). Annex I, Section C. CELEX 32014L0065.
- Regulation (EU) 2017/1129 (Prospectus Regulation). Art. 1.4. CELEX 32017R1129.
- Regulation (EU) 2024/2809 (Listing Act). Prospectus exemption thresholds. CELEX 32024R2809.
- Regulation (EU) 2023/1114 (MiCA): art. 2(4). CELEX 32023R1114.
- Ley 10/2010, de 28 de abril, de prevención del blanqueo de capitales y de la financiación del terrorismo. BOE-A-2010-6737.
Related: MARF vs. tokenized bond · subordinated and mezzanine debt.
