Tokenized Stocks: What the Holder Actually Owns in Each Model
Tokenized stocks are blockchain tokens that represent exposure to company shares. The term covers two very different products: tokens issued by brokers or exchanges that track listed shares, and actual shares natively issued and registered on distributed ledger technology. What the holder owns, and what an issuing company can do with each, differs completely.
Model A: broker-issued tokens that track listed shares
This is the model behind the headlines. A regulated platform issues tokens whose value tracks a listed share, and sells them to its own customers. Robinhood switched on tokenized US stocks and ETFs for EU and EEA users in mid-2025, with the product structured so that the token gives price exposure to the underlying share rather than the share itself. Kraken and other venues list xStocks, tokens issued by Backed, structured as tracker instruments collateralized by the underlying shares held with a custodian.
The structures vary in detail, but the holder’s position is consistent across them:
- You hold a claim against the token issuer or its vehicle, not the share. Your name never appears in the listed company’s shareholder register.
- No voting rights, no attendance at general meetings, no preemptive rights.
- Dividends arrive, when they do, as cash adjustments or additional tokens passed through by the issuer under its own terms.
- Counterparty and structure risk sits with the wrapper: your recovery in a failure scenario depends on how the issuer’s collateral and segregation actually work.
- The listed company is not involved and raises no capital. Apple receives nothing when a token tracking Apple changes hands.
None of this makes the model illegitimate. It is a distribution product: it gives retail users in one market cheap, fractional, near-continuous exposure to shares listed in another. But it is brokerage innovation, not capital markets innovation.
Model B: shares natively issued and registered on DLT
The second thing the term names is the opposite in substance: securities whose legal register lives on distributed ledger technology. Here the token is not a wrapper around a share held elsewhere. The token entry is the share, because a legal framework says so.
In Spain, Ley 6/2023 allows financial instruments to be represented on DLT, with a registration entity (ERIR, under article 8 of Ley 6/2023 and its development in RD 814/2023) responsible for the ledger’s integrity. URSUS-3 Capital, A.V. became the first ERIR authorized, in November 2024. At EU level, the DLT Pilot Regime (Regulation (EU) 2022/858) lets authorized venues trade and settle these instruments on DLT infrastructure.
The holder’s position changes accordingly: you are the shareholder or bondholder, with voting rights, dividend rights and whatever the bylaws attach, and the DLT register is the legal record of who owns what. One honest caveat: secondary-market liquidity for these instruments is still developing, so issuers should plan transfer mechanics and exit windows rather than assume an active market from day one. For the company, that register is its capitalization table, kept accurate by design instead of reconstructed from spreadsheets. These instruments are digital securities: financial instruments under MiFID II, outside MiCA, and inside ordinary securities law.
The honest comparison
| Broker-issued tracker (Model A) | Natively issued DLT share (Model B) | |
|---|---|---|
| What you own | A claim against the token issuer that tracks the share price | The share itself, recorded on the DLT register |
| Shareholder register | You are not in it | The DLT register is it |
| Voting and governance | None | Full rights under the bylaws |
| Dividends | Passed through by the issuer under its terms | Paid to you as shareholder |
| Who raises capital | Nobody: the listed company is not involved | The issuing company, in its primary offering |
| Main risk added by the structure | Counterparty and collateral structure of the wrapper | Execution and register operation, mitigated by the ERIR regime |
| Typical framework | Derivative or securitized tracker under securities rules | Securities law plus DLT registration rules (Ley 6/2023 in Spain) |
Neither column wins in the abstract. If you are a retail user who wants fractional exposure to US listed shares from Europe, Model A is built for you. The comparison has a clear answer only when the question is asked by a company.
What this means if you are an issuer
Model A is not available to you as a financing tool, and was never meant to be: it wraps other people’s listed shares for distribution. A mid-size company cannot raise a round by having a broker tokenize it.
Model B is the route that involves you. Issuing your own shares or bonds as digital securities puts the raise, the register and the investor relationship on infrastructure you control, without waiting for a stock-exchange listing. It is the model HokenFi supports as a technology platform, working alongside the authorized entities the law requires. The legal path in Spain, from structuring to registration with an ERIR, is laid out in how to issue a security token in Spain, and the underlying concept in what is a security token.
The practical test when someone offers you “tokenized stocks”: ask what the holder owns. If the answer is a claim on an intermediary, you are looking at distribution. If the answer is the share itself, you are looking at capital markets.
Considering issuing your company’s shares as digital securities? Take the 2-minute issuance assessment or request a proposal.
This content is educational. It is not legal, tax or investment advice. Check the current version of each rule on EUR-Lex and the relevant national gazettes.
