Security Token
Tokenization of assets and financial instruments
“Security Token Offering (STO): digital representation of shares, bonds, equity interests or real estate assets on blockchain, with full regulatory compliance.”
Asset Tokenization and Token Issuance for Companies
Structure the issuance of your company token with legal certainty: token classification, MiCA compliance, dealings with the CNMV, regulatory white paper, AML/KYC compliance, tax and investor protection, from design to distribution.
Utility Token
Utility tokens for platforms and ecosystems
“Legal design of utility tokens: access to services, governance, rewards and digital ecosystems, structured to avoid classification as a financial instrument.”
MiCA
MiCA compliance and EU regulation
“Alignment with the MiCA Regulation: regulatory white paper, notification to the competent authority, asset reserve (where applicable) and transparency obligations.”
Real World Assets
Real-world asset (RWA) tokenization
“Tokenization of real estate, artwork, debt, invoices or commodities: legal structure, legal vehicle, custody and digital representation of the underlying asset.”
- White paper advance notice
- 20 working days
- Right of withdrawal
- 14 days
- Key regulation
- MiCA
- Competent authority
- CNMV
Tokenization services for companies
Security Token Offering
Issuance of security tokens: digital representation of shares, bonds, equity interests or economic rights, in compliance with MiFID II and securities regulation.
Utility tokens for ecosystems
Legal design of utility tokens: access to services, governance, rewards and functionality within digital platforms. Structured to avoid classification as a security.
Real-world asset tokenization
Real estate, artwork, debt, invoices, commodities: legal vehicle, custody, digital representation of the asset and the token holder’s rights.
MiCA compliance and white paper
Drafting the regulatory white paper, notification to the competent authority, transparency and marketing obligations, and asset reserve where applicable.
AML/KYC for token issuance
Anti-money laundering program for issuing and distributing the token: investor KYC, monitoring, Travel Rule and sanctions screening.
Company token taxation
Taxation of issuing, selling and holding tokens: corporate income tax, VAT, withholding, Form 721 and reporting of crypto-assets held abroad.
Risks of issuing a company token without legal advice
Wrong token classification: a poorly designed utility token can be reclassified as a financial instrument by the CNMV, with serious regulatory consequences.
MiCA non-compliance: issuing without a regulatory white paper, without notifying the authority or without meeting transparency requirements can lead to penalties and to the project being blocked.
Criminal liability: raising funds from the public without the required authorizations or registrations can amount to a securities market offense or fraud.
Tax risk: issuing, selling and distributing tokens has corporate income tax, VAT, withholding and reporting implications that, if not planned, create tax exposure.
Lack of investor protection: a token without a clear rights structure, without sufficient information and without dispute resolution mechanisms exposes the company to claims and litigation.
All about company tokens
What is a company token?
A company token is a digital representation issued by a company on blockchain or DLT that can give its holder economic rights (profit sharing, dividends), access rights (to a platform, service or functionality), governance rights (voting) or a combination of these.
Depending on its legal nature, a company token can be classified as a security token (if it represents a financial instrument), a utility token (if it gives access to a service), an asset-referenced token (if it is linked to the value of an asset) or an e-money token (if it references a fiat currency), with very different regulatory consequences for each category.
A token’s classification does not depend on what the company calls it, but on its economic nature and the rights it grants. A classification error can have serious regulatory, criminal and tax consequences.
Security token vs. utility token: which does your company need?
A security token represents a financial instrument (shares, bonds, equity interests, economic rights) and is subject to securities market regulation: MiFID II, the Securities Market Law, a prospectus or an exemption, and intermediation requirements.
A utility token gives access to a service or functionality within a digital ecosystem and, if properly designed, falls outside the scope of securities law. Under MiCA, utility tokens have specific white paper and transparency obligations, but a lighter regulatory burden than security tokens.
Choosing between a security token and a utility token is not just a legal decision: it shapes the structure of the issuance, regulatory costs, distribution channels, taxation and the relationship with investors.
MiCA rules applicable to company tokens
The MiCA Regulation (Markets in Crypto-Assets) sets the European regulatory framework for issuing and offering crypto-assets, including company tokens that are not financial instruments.
Key obligations under MiCA:
- Drafting and publishing the crypto-asset white paper, whose content is regulated.
- Notifying the competent authority (the CNMV in Spain) at least 20 working days before publication.
- Transparency obligations, marketing communications and the investor’s right of withdrawal (14 days).
- Additional requirements for asset-referenced tokens (ART) and e-money tokens (EMT): authorization, asset reserve and corporate governance.
MiCA does not replace securities regulation: if the token is a financial instrument, MiFID II applies. Classifying the token correctly is the first step in any tokenization project.
Real-world asset (RWA) tokenization
Real-world asset tokenization (RWA) means representing on blockchain, in digital form, rights over physical or financial assets: real estate, artwork, debt, invoices, commodities, fund units or infrastructure.
Every RWA tokenization project needs a legal structure that resolves key issues: the legal vehicle that holds the asset (SPV, company, fund), custody of the underlying asset, the token holder’s rights (economic, ownership, voting), settlement and exchange of the token, and regulatory compliance according to the nature of the asset.
RWA tokenization is not just technology: it is legal structure. Without a robust legal design, the token does not represent an enforceable right over the underlying asset.
AML/KYC in token issuance
Any token issuance that involves raising funds from the public must comply with anti-money laundering obligations: identifying and verifying investors (KYC), screening against sanctions and PEP lists, monitoring transactions and reporting suspicious transactions.
If the issuer acts as a crypto-asset service provider (CASP) under MiCA, AML obligations become stricter: the Travel Rule for transfers, on-chain monitoring (KYT) and a full AML/CFT program with an internal control body (OCI) and training.
Failing to implement AML/KYC when issuing a company token is not just a breach: it is a risk signal that drives institutional investors away and makes it harder for the project to obtain banking services.
Company token taxation
The taxation of a company token depends on its legal classification and on the transactions carried out: primary issuance, sale on the secondary market, staking, distribution of returns and holding.
Key tax issues include the taxation of the issuance under corporate income tax, whether VAT applies or an exemption is available, withholding on distributed returns, Form 721 (reporting of crypto-assets held abroad) and transfer pricing documentation if there are intragroup transactions.
Tax must be planned from the token’s design stage, not after the issuance. Unplanned tax exposure can undermine the project’s economic viability.
How much does it cost to issue a company token?
The cost depends on the nature of the token (security, utility, RWA), the complexity of the legal structure, the regulatory requirements (MiCA, MiFID II, prospectus), the AML/KYC program and tax planning.
In the first consultation we assess the project, make a preliminary classification of the token and present a detailed proposal by phases: legal structuring, white paper, AML compliance, tax and support throughout the issuance.
The cost of properly designing the token’s legal structure is a small fraction of the consequences of a wrong classification, a regulatory penalty or an unforeseen tax liability.
Explore more related services
Company tokenization connects with regulation, compliance, tax and corporate structure. Discover the services that complement your company token project.
Security Token
Issuance of security tokens: legal structure, MiFID II compliance, prospectus or exemption, and the rights of investors in tokenized instruments.
MiCA Regulation
European regulatory framework for crypto-assets: white paper, notification, transparency, ARTs, EMTs and issuers’ obligations.
CASP License
Authorization as a crypto-asset service provider under MiCA: requirements, corporate governance, capital and compliance.
Crypto AML Compliance
AML/KYC/KYT program for crypto projects: anti-money laundering, monitoring and evidence of compliance.
Form 721
Information return for cryptocurrency held abroad: obligations, deadlines, criteria and penalties for non-compliance.
DAC8
EU directive on the automatic exchange of information on crypto-assets: reporting obligations for issuers and platforms.
Startup Certification
Obtaining startup certification: tax benefits, stock options and legal structure for tech and blockchain projects.
Proving Crypto Source of Funds
Documentation and traceability to prove the origin and destination of crypto-assets to banks, the tax authority and investors.
Checklist: is your company token project ready?
Check the items you already have covered. Any left unchecked are the points you need to address before launching your token.
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Complete guide to issuing a company token
Everything you need to know to tokenize with legal certainty: token classification, applicable regulation, issuance structure, compliance, tax and mistakes to avoid.
01
What is a company token and what is it for?
A company token is a digital asset issued by a company on a blockchain or distributed ledger technology (DLT) that represents rights, functionalities or value linked to the business. It can be used to raise funding (STO), give access to a service (utility), digitally represent real-world assets (RWA), create tokenized loyalty programs or design participatory governance models.
What sets a company token apart from a generic cryptocurrency is its link to a real company, with an economic activity, a corporate structure and holder rights that must be legally defined. This link is what creates the token’s value, and it is what calls for a rigorous legal structure to protect both the company and the holders.
02
Token classification: the decision that shapes everything
Classifying the token is the first and most important step in any company tokenization project. It determines which regulation applies, which authorizations are needed, what information must be given to investors and what tax consequences the issuance has.
A security token (a tokenized financial instrument) is governed by MiFID II and the Securities Market Law, and requires a prospectus or an exemption approved by the CNMV. A utility token falls under MiCA if it is not a financial instrument: regulatory white paper, notification and transparency. An asset-referenced token (ART) needs prior authorization and an asset reserve. And an e-money token (EMT) requires an electronic money institution license.
Classification does not depend on the name the company gives the token, but on its economic substance and the rights it grants. A “utility token” that gives a right to financial returns will be treated as a security by regulators, with all that this entails.
03
Legal structure of the issuance
A company token issuance needs a legal structure that supports the holder’s rights. For security tokens: the issuing company or an SPV as the vehicle, a subscription agreement, representation of the rights in the token (smart contract + legal document) and custody if there is an underlying asset.
For utility tokens: the terms and conditions of the service linked to the token, usage limits, the issuance policy (supply) and governance mechanisms where applicable. For RWA tokenization: the legal vehicle that holds the asset (SPV, company, fund), the custody agreement, the relationship between the token and the rights over the asset, and the settlement mechanisms.
In every case, the legal documentation must be consistent with what the smart contract executes: if the smart contract allows something that the legal documentation prohibits (or vice versa), there is a risk of conflict that can harm the company and the token holders.
04
Compliance and investor protection
Every company token project needs a compliance program covering, at a minimum, anti-money laundering (AML/KYC on investors), screening against sanctions lists, transaction monitoring and keeping evidence on file.
In addition, investor protection requires clear and complete information on the risks (white paper or prospectus), a right of withdrawal where MiCA imposes it (14 days), dispute resolution mechanisms and transparency on the use of the funds raised.
For security tokens, protection is stricter: securities market conduct rules apply (suitability, appropriateness), together with ongoing disclosure obligations and the requirement to go through authorized intermediaries.
05
Company token taxation in Spain
How a company token is taxed in Spain depends on its classification and on the transactions carried out. The primary issuance may give rise to taxable events under corporate income tax (income from the consideration received) and, depending on the nature of the token, may be subject to or exempt from VAT.
Distributing returns to token holders may require withholding (if it is a security token that generates investment income). Secondary market transactions generate capital gains or losses. And holding crypto-assets abroad requires filing Form 721 if the set thresholds are exceeded.
Tax planning must be built into the token’s design from the start: the corporate structure, the issuer’s jurisdiction, the type of rights attached to the token and the economic flows have a decisive impact on the tax treatment.
06
Common mistakes to avoid
The most common mistake is designing the token first and looking at regulation afterwards. The technical design (smart contract, tokenomics, distribution) must be aligned with the token’s legal classification from day one. Redesigning a token that has already been launched to bring it into compliance is costly, sometimes impossible and always risky.
Another common mistake is assuming that a utility token is unregulated. Under MiCA, utility tokens have specific obligations (white paper, notification, transparency, right of withdrawal). And if the “utility” token grants economic rights, the CNMV may reclassify it as a security, with serious consequences.
Another critical mistake is ignoring the investors’ jurisdiction: a token offered to US investors is subject to SEC regulation even if the issuer is Spanish. The same applies to investors in jurisdictions with restrictive rules. Distributing a company token internationally multiplies the regulatory obligations and calls for a prior jurisdictional analysis.
Book a call about your company token project
Official sources
Key legislation, linked to the official text:
- Law 6/2023 of March 17 on Securities Markets and Investment ServicesBOE · consolidated text
- Regulation (EU) 2023/1114 of May 31, 2023 on markets in crypto-assets (MiCA)EUR-Lex · Official Journal of the EU
Legislation and links reviewed in .