Equity crowdfunding allows you to raise capital from many investors, including retail investors, through an authorized platform that publishes your offer. In the European Union it is regulated by the ECSP Regulation, with a cap of 5 million euros per project owner in 12 months. It is a fundraising channel, not a way to represent securities.
How it works for the issuer
The company presents its project to a crowdfunding platform, which decides whether to publish it. The platform channels orders, applies a knowledge test to retail investors and publishes a key investment information sheet prepared by the project owner. The issuer is responsible for ensuring that this information is complete and correct (Regulation (EU) 2020/1503).
The investor receives shares, units or debt, depending on what the campaign offers. The platform charges for publishing and for the success of the raise; ask for the fee breakdown before you commit. Your prior decision as issuer: what instrument you offer, at what valuation and what percentage of the capital you are putting at stake.
The ECSP framework: European authorization and a 5 million cap
The European regulation on crowdfunding service providers (ECSP) replaced national crowdfunding regimes. Platforms need authorization from their supervisor, in Spain the CNMV, and can operate throughout the EU with a passport. The limit for the issuer: each project owner can raise a maximum of 5 million euros in 12 months, adding up all its crowdfunding offers. The Regulation adds retail investor protections, including a four-calendar-day reflection period for the non-sophisticated investor (Regulation (EU) 2020/1503, arts. 1 and 22).
Above that threshold, the route is a public offering of securities, with a prospectus or under an exemption. From 5 June 2026, the general exemption reaches up to 12 million euros in 12 months, with a national option to lower it to 5, following the Listing Act (Regulation (EU) 2024/2809). Operational conclusion: if your fundraising plan exceeds 5 million, crowdfunding falls short by design.
Equity crowdfunding and equity tokenization: they do not compete on the same thing
They are confused because both open capital to more investors. But crowdfunding is a distribution channel and tokenization is a way to represent securities on a registry based on distributed ledger technology (Ley 6/2023).
| Criterion | Equity crowdfunding | Tokenized equity |
|---|---|---|
| What it is | Channel for raising funds through a platform | Representation of the security through tokens |
| Who needs authorization | The platform, as a crowdfunding service provider | The issuer relies on an ERIR for the registration of the securities |
| Fundraising cap | 5 million euros in 12 months | The general cap for public offerings: prospectus or applicable exemption |
| Register of holders | Traditional register book of the issuer | Distributed ledger operated with the ERIR |
| Subsequent transfer | Bulletin board of the platform itself | Recording of the transfer in the distributed ledger |
The tokenized register requires securities to be recorded with an entity responsible for registration and record-keeping; the first authorized in Spain was URSUS-3 Capital, A.V., in November 2024 (RD 814/2023). The full comparison, with the real estate case, is in tokenization vs real estate crowdfunding.
When to choose each route, and when to combine them
Choose crowdfunding if you are seeking up to 5 million, want to delegate distribution to a platform and accept its showcase and fees. Choose to tokenize if the amount can grow, you want direct control of the investor register or you foresee more than one issuance; the approach for medium-sized companies is in tokenization for SMEs.
The two routes can coexist: an ECSP campaign for the retail tranche and a tokenized issuance for the rest of the capital. And if the transaction grows to the point of requiring a prospectus, the document approved by the CNMV can be passported to the rest of the EU (Regulation (EU) 2017/1129, arts. 24-25). First decide the target amount over 24 months; that figure chooses the route for you.
Related: crowdfunding in Latin America.
Does your fundraising plan exceed the 5 million crowdfunding ceiling? Take the issuance diagnosis (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
How much can a company raise with equity crowdfunding?
The European ECSP Regulation sets the cap at 5 million euros per project owner over 12 months, adding up all their crowdfunding offers. Above that figure, the company must turn to a public offer of securities, with a prospectus or under an exemption (Regulation (EU) 2020/1503).
What is the difference between equity crowdfunding and tokenizing equity?
Crowdfunding is a fundraising channel through an authorized platform, with a cap of 5 million euros over 12 months. Tokenization is a way to represent shares or participations on a distributed ledger operated with an ERIR, under Ley 6/2023. They are different things and can be combined.
Can a company combine crowdfunding and tokenized issuance?
Yes. A company can cover the retail tranche with a campaign on an ECSP platform and the rest of the capital with a tokenized issuance registered with an ERIR. Each route follows its own rules: the campaign, Regulation (EU) 2020/1503; tokenized securities, Ley 6/2023 and RD 814/2023.
