With ERIR, the token is the security.
Without ERIR, the token can be the reflection of a register kept by someone else or the support of a contract. Choosing the route decides what your investor holds.
What changes with the ERIR.
With ERIR, the security is represented in the distributed ledger and the transfer recorded in it conveys the security. ERIR manages the registration and the register of the entire issuance, which is entered in the CNMV's ERIR register. It works the same for shares of a public limited company and for bonds, including those of an S.L.
Without ERIR, and outside the European pilot regime, the register that counts before the law is another one: an account at an entity, the register of members or the contract itself. Moving the token without touching that register does not change who the holder is.
IssuerYour company
ERIRManages the register of the issuance
Investor
Investor
Investor
IssuerYour company
ERIRManages the register of the issuance
Investors
The routes in Spain.
With ERIR
InvestorsThe token is the security
Digital twin
HoldersMoving the token does not change the holder
Participatory loan
LendersWith investors you already know
| Route | What the token is and who keeps the register that counts |
|---|---|
| With ERIR | The token is the security. ERIR manages the distributed ledger of the issuance |
| Book-entry accounts and digital twin | The security is recorded in an entity responsible for the accounting register or in a central depository. The token is a replica and moving it without the book entry does not change the holder |
| Interests in an S.L. | They are not securities. Before the company, the person listed in the register of members counts as a member, and the transfer requires a public deed. The token at most reflects it |
| Participatory loan | It is a contract between your company and each lender, and the token is its support. The interest varies with your company's activity. The loan is paid after ordinary creditors and counts as equity only for capital reduction and liquidation purposes. Raising repayable funds from the public is reserved to credit institutions, and the law does not set where the public begins. It is considered with investors you already know, without offering it to the general public |
| Crowdfunding | Loans, securities or interests in an S.L. through an authorized platform, up to 5 M€ in twelve months. The register that counts depends on the instrument |
| EU DLT pilot regime | The token is the instrument, on an authorized infrastructure. As of January 2026, ESMA lists one in Spain, that of Securitize Europe, with authorization since November 2025 |
And in other countries.
Each country decides who keeps the register and whether you can issue without that entity.
| Country | Who keeps the register, and the route without that entity |
|---|---|
| Germany | A crypto securities registrar licensed by BaFin. Without it, the central register or a tokenized security outside the Electronic Securities Act |
| France | There is no authorized entity. The issuer or its representative registers it, and the register must meet integrity and continuity requirements |
| Italy | A registrar on CONSOB's list. Without it, only the pilot regime or the central depository |
| Luxembourg | A control agent or a central account keeper. Without them, the central depository or custody tokenization |
| Portugal | A registrar intermediary registered with the CMVM or, for registered securities, the issuer itself |
| United States | The issuer or a transfer agent, registered with the SEC when the class of securities is registered. The format does not change that it is a security |
| Mexico | An institution for the deposit of securities, such as Indeval, if the securities are registered. If not, the company's share register, and the token reflects it |
| Colombia | The share register, a centralized depository or the crowdfunding platform |
| Argentina | Caja de Valores and providers registered with the CNV, with a tokenization regime under test until 2027 |
| Chile | The company's shareholder register or the DCV. The CMF is studying how to fit distributed registers |
| Ecuador | The company itself, with tokenized certificates and the share register on blockchain. For public offering, the central depository |
Which one fits you
- If you want your investor to have the security in the token, the route is the ERIR.
- If your company is an S.L. and you are not going to transform it, it can issue bonds with ERIR, up to double its equity unless the issuance is guaranteed, or sign a participating loan with each investor.
- If your securities are already recorded in book-entry form, a digital twin does not change who the holder is. According to the CNMV, the move from book entries to distributed register is pending regulatory development.
How HokenFi fits
HokenFi works with two routes. Issuance with ERIR, with Ursus-3 Capital already connected, and the participating loan, with each contract signed and recorded on the platform. In both cases you coordinate your law firm and your investors from a single account. You bring the investors: HokenFi does not look for lenders or publish your project.
What beginners usually ask.
Is a digital twin a tokenized security?
No. An issuance has only one form of representation. If the security remains recorded with an entity, the law transfers it by book-entry transfer and presumes as holder whoever appears in the entries. Moving the token without that entry does not change the holder.
Can an S.L. tokenize its shares?
Not as securities, because the shares of an S.L. are not. It can be converted into a public limited company, issue bonds with ERIR or sign participating loans.
Does registration with the CNMV validate the issuance?
No. The CNMV warns that registration does not mean it has validated the conditions of the issuance or the issuer's information.
Can I be my own ERIR?
Only if your company is authorized to safekeep and administer financial instruments on behalf of clients.
Is this legal advice?
No. It is a summary to guide you, with no value as legal or investment advice. HokenFi provides the software and does not offer securities or provide regulated financial services. Your law firm assesses your case.
Don't know which route suits you? Tell us about your case.
We explain how your issuance is prepared on the platform and what you will need to resolve with your law firm.
