A token is a unit of information recorded in a distributed ledger (a blockchain) that represents something else: money, a right of use, a stake in a company or a specific asset. What matters is not the technology, but what each token incorporates, because that determines which regulation applies to it and to whom its issuer is accountable.
Before we continue, a clarification, because the term has two uses. In computing, a session or API token is a temporary credential with which a system authenticates a user or an application; it does not represent value or rights. This guide deals with the token in its financial sense: the digital representation of an asset or a right.
What is a token, explained without technical jargon
A token is an entry in a ledger shared and synchronized among many computers. That entry says who owns what, can be transferred from one wallet to another and does not depend on a central server that could alter it on its own. On that basis, a smart contract adds programmed rules: how many units exist, who can receive them or what conditions apply to each transfer.
That is the technical part, which is common to all tokens. The question that matters to a company comes afterward: what does that token represent? It can represent a means of payment, access to a service, a share, a bond or a unique object. Each answer activates a different legal framework, with different obligations and supervisors.
Token types and the legal framework for each one
| Type | What it incorporates | Example | Legal framework in the EU |
|---|---|---|---|
| Payment token | A medium of exchange or a value reference | Bitcoin; e-money tokens referenced to the euro | MiCA Regulation (EU) 2023/1114 |
| Utility token | A right of access to a good or service of the issuer | Platform usage credits | MiCA Regulation |
| Security token | Economic or political rights typical of a transferable security: equity, debt, dividends | Tokenized shares or bonds | Securities regulation: MiFID II and, in Spain, Ley 6/2023. Excluded from MiCA |
| NFT | A unique, non-fungible asset | Digital art, collectibles | Outside MiCA if genuinely unique; case-by-case analysis if issued in a series or fractionalized |
Two nuances about the table. The first, NFTs: MiCA leaves out unique and non-fungible crypto-assets, but issuing a collection in a series or fractionalizing an NFT can bring it back under MiCA or even under the securities regime, depending on what the buyer actually receives. The second, electronic money tokens and asset-referenced tokens have their own categories within MiCA, with stricter authorization requirements than those of a utility token.
The criterion that decides the regime: what the token incorporates
The MiCA Regulation regulates crypto-assets, but Article 2.4 excludes those that are financial instruments. The consequence is direct: if a token incorporates rights equivalent to those of a share or a bond, it is not governed by MiCA, but by the traditional securities regulation, that is, MiFID II and, in Spain, the Ley 6/2023 de los Mercados de Valores y de los Servicios de Inversión.
The classification does not depend on the commercial name the issuer chooses. ESMA guidelines on crypto-assets as financial instruments, applicable from 18 May 2025, set the method: the rights the token confers are examined, not its label. Calling a token that promises profit sharing a utility does not remove it from the securities regime; it only delays the problem until a supervisor examines it.
When the analysis concludes that the token is a transferable security, we speak of a security token, with its own elements: registration in an ERIR, a prospectus or exemption depending on the amount, and supervision by the CNMV. That category has a separate page: what a security token is. And the procedure in Spain, step by step, is in the guide to issue a security token under Ley 6/2023.
What this means for a company that wants to issue
The correct order is to start with the right and end with the token, not the other way around. First, decide what is offered: an equity stake, a debt yield or access to a product. From that decision comes the type of token, and from the type of token, the regime: MiCA requires publishing a whitepaper and complying with conduct rules; the securities regime requires registration and, depending on the amount of the offering, a prospectus approved by the CNMV or an exemption. As of 5 June 2026, with the Listing Act, the prospectus exemption covers offerings of up to 12 million euros.
With the what defined, the rest is process: legal structure, issuance technology, registration and marketing. That journey is described in the guide to asset tokenization for companies. And if the chosen route is raising capital by offering tokens under the securities regime, the format has its own name: STO.
Are you assessing what type of token fits your financing plan? Take the issuance diagnostic (2 min) or request a proposal. If you prefer to start by reading, download the 2026 guide.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.
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.
Frequently asked questions
What is the difference between a token and a cryptocurrency?
A cryptocurrency is a specific type of token: the one that works as the native means of payment of its own network, like bitcoin. Token is the general category: an entry in a distributed ledger that can represent money, access to a service, an equity stake in a company or a unique asset. Every cryptocurrency is a token, but not every token is a cryptocurrency.
What law regulates tokens in Spain?
It depends on what the token incorporates. Payment tokens and utility tokens are governed by the European MiCA Regulation. Those that incorporate rights typical of a transferable security, such as shares or debt, are excluded from MiCA by Article 2.4 and are governed by securities regulation: MiFID II and Ley 6/2023, with supervision by the CNMV.
Can a token represent shares in a company?
Yes. Ley 6/2023 allows transferable securities to be represented through systems based on distributed ledger technology. Those tokenized shares or units are security tokens: they are registered through an entity responsible for registration and record-keeping (ERIR), and their offering follows the rules of any securities issuance, including the prospectus or its exemption depending on the amount.
