Tokenizing commodities: wine, gold and machinery

To tokenize commodities and tangible goods such as premium wine, gold or industrial machinery, tokens are issued that represent rights over those physical assets, and the question that decides everything is what type of right we are talking about. If the token delivers a specific, custodied commodity (a bottle, a bullion bar, a machine) without fractionalization or a promise of managed returns, it usually resembles a commodity or utility token and may fall outside securities regulation. If, instead, it fractionalizes an asset or a portfolio and is offered to investors with the expectation of obtaining a profit from a manager's work, the token is a transferable security, that is, a financial instrument supervised by the CNMV (Ley 6/2023, del Mercado de Valores y de los Servicios de Inversión; Directive 2014/65/EU, MiFID II). The classification is not determined by the asset, but by the structure you build around it.

What physical assets can be tokenized

Almost any tangible good with identifiable value that can be custodied is a candidate. The Spanish market already works with several families of real assets, each with its own storage and appraisal particularities.

• Premium wine and spirits: high-end vintages, cases of Bordeaux or Burgundy, collector's rum and whisky. An emotional asset, with price history and a secondary auction market.
• Gold and precious metals: bullion bars and investment coins, silver, platinum. The fungible asset par excellence, with a daily reference price.
• Machinery and capital goods: lathes, production lines, construction equipment, fleets. A productive asset that can generate income from use or leasing.
• Other tangibles: art, watches, jewelry, agricultural commodities, stocks of goods in a regulated warehouse.

The starting point is always the same: there is a real asset, identified, valued and custodied, and a token that points to it. What changes radically from one case to another is the package of rights that the token grants to whoever buys it.

The key: commodity with delivery or fractional investment?

This is where the regulatory classification comes into play, and it is worth having it clear before designing the issuance. There are two basic models and an uncomfortable middle ground.

Model A: commodity token with delivery right

The token represents the right to receive a specific physical commodity: a numbered bottle that is in a custodied winery, a bullion bar identified by serial number, a specific machine. It works like a warehouse receipt or a tokenized warehouse. It does not fractionalize that good into shares, it does not promise revaluation managed by a third party, and the buyer can, ultimately, claim the physical asset. Structured this way, it is closer to a utility or commodity token than to a security, and may fall outside Ley 6/2023. There is an important nuance: if the asset is fungible (gold, a vintage with many identical bottles) and is marketed with the expectation that its price will rise through someone else's management, the classification may shift toward the territory of the transferable security.

Model B: token that fractionalizes an asset as an investment

The token divides ownership of an asset or a portfolio (a wine collection, a machinery rental fund) into shares that are sold to investors who expect a return from a manager's effort: revaluation, rental income, capital gain on sale. That combination of fractionalization, profit expectation and dependence on a third party fits the definition of a transferable security and, therefore, of a financial instrument. It falls within the scope of Ley 6/2023 and MiFID II, under CNMV supervision, and falls outside Regulation (EU) 2023/1114 (MiCA), which excludes financial instruments from its scope.

The gray area

Between both extremes lies a slippery area: fungible gold tokens with added management services, wine programs that promise buybacks, delivery structures that in practice nobody exercises. When the economic substance is investment even if the form says “commodity”, the supervisor looks at reality, not the label. When in doubt, the prudent thing is to assume the securities regime and structure it well (MiFID II).

Wine, gold and machinery: cases and nuances

Each asset carries its own risks and opens or closes structuring paths.

Premium wine allows both models. A token that gives the right to withdraw specific cases stored in a cellar under controlled conditions tends toward Model A. A product that pools a portfolio of vintages, manages it, rotates it and distributes the capital gains among thousands of investors is clearly Model B. Traceability and authenticity are critical here: a counterfeit or poorly preserved bottle destroys the value of the underlying asset.

Gold and metals are fungible and highly liquid, which pushes toward Model B unless it is structured as pure custody with physical delivery on demand. The reference price makes valuation easier, but their fungible nature and the ease of packaging them as an investment mean that many offerings end up being financial instruments.

Industrial machinery almost always tends toward Model B because its appeal usually lies in the income it generates (rental, leasing) rather than in ownership. Tokenizing a fleet or a production line to distribute usage revenue is a collective investment operation: a financial instrument. This should not be confused with a commodity derivative, which MiFID II also regulates but is something else: a contract whose value derives from the price of the commodity, not a token that represents the commodity or its fractionalized ownership (Directive 2014/65/EU).

Custody, valuation and authenticity

Physical assets add layers of risk that a debt or equity token does not have. The structure must resolve them or the issuance will not hold up.

• Custody and insurance: the asset must be stored under suitable conditions (climate-controlled cellar, vault, insured warehouse) and covered against theft, deterioration or catastrophe. The token is worth what its real physical backing is worth.
• Valuation and appraisal: an independent and periodic valuation is required. The token price must be able to be anchored to a credible appraisal, not to a figure set by the issuer itself.
• Authenticity and traceability: certificates of origin, seals, serial numbers, documented chain of custody. In wine and art, counterfeiting is a central risk.
• Illiquidity of the underlying asset: even if the token moves quickly on-chain, selling the machine or the physical vintage can take months. The design must account for that lag.

What it means for you

If you are a winery, a real asset manager or an industrial company that wants to tokenize goods or capital equipment, the first thing is to consciously decide which model you are issuing, because all the regulatory cost hangs on that.

If you go with Model A (delivery of specific goods, without investment fractionalization), you can avoid the securities regime, but you must be rigorous: no promising returns, no management that creates an expectation of profit, and a real and exercisable delivery right.

If you go with Model B (you fractionalize and attract investors), assume that you are issuing a financial instrument. The usual architecture includes an SPV that owns the goods, tokens that represent securities and are registered through an ERIR (entity responsible for the registration and recording of book-entry securities by means of distributed ledger technology; RD 814/2023; as of today the first authorized ERIR is Ursus-3 Capital), independent valuation, custody and insurance of the physical asset, KYC/AML, and possibly a prospectus unless some exemption applies (Regulation (EU) 2017/1129). You will have to rely on authorized intermediaries and design the offering within the perimeter of the CNMV.

When is it a financial instrument? The traffic light

Summarized in three lights so you can decide at a glance where your project falls.

• Green: goods token with delivery: it represents a specific, custodied physical good, with a real delivery right, without fractionalization or a promise of managed returns. Well structured, it falls outside Ley 6/2023 and comes close to a utility or goods token.
• Amber: grey area: fungible asset with management services, implicit promises of buyback or appreciation, theoretical delivery that nobody exercises. Economic substance decides. Get legal advice before launching.
• Red: fractionalized token with expectation of returns: it divides an asset or portfolio and is offered to investors who expect to earn from a third party's management. It is a financial instrument: it requires a regulated structure (SPV, ERIR, valuation, custody, prospectus if applicable) under CNMV supervision (Ley 6/2023; Directive 2014/65/EU).

Frequently asked questions

Does tokenizing gold or wine automatically turn the token into a financial instrument?

Not automatically. It depends on the structure. A token that gives the right to withdraw a specific, custodied physical good, without fractionalization or a promise of managed returns, may fall outside the securities regime. But if the asset is fractionalized and offered to investors with the expectation of profit from a third party's management, it becomes a transferable security supervised by the CNMV (Ley 6/2023; Directive 2014/65/EU).

What is the difference between tokenizing physical goods and a commodity derivative?

Tokenizing goods means issuing a token that represents the physical asset or its fractionalized ownership, with a real custodied asset behind it. A commodity derivative is a contract whose value derives from the price of the commodity without necessarily requiring delivery of the good. Both may be regulated, but they are different figures: the derivative falls squarely within MiFID II as a financial instrument (Directive 2014/65/EU).

Do I need an SPV and an ERIR to tokenize machinery as an investment?

If the transaction is a fractional investment with an expectation of returns, yes, this is the usual structure: an SPV that owns the assets and tokens registered as securities through an ERIR (RD 814/2023; today the first authorized one is Ursus-3 Capital). Added to this are independent valuation, custody and insurance of the asset, KYC/AML and, where applicable, a prospectus unless an exemption applies (Regulation (EU) 2017/1129).

Related reading

• Tokenized art: security token or NFT?
• Tokenizing energy receivables (PPA)
• What is asset tokenization: 2026 guide for companies
• What is a financial instrument
• Tokenization glossary

Notice

This article is for informational purposes only and does not constitute legal, financial or investment advice. The regulatory classification of each project depends on its specific structure and must be analyzed on a case-by-case basis with professional advice. The regulations cited may be updated; always verify the current version and consult the CNMV or a specialist before issuing.

HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.