AnalysisStep 1
What your token is
We analyze whether it is a transferable security, another financial instrument or a MiCA crypto-asset, using the ESMA guidelines. Everything else depends on that answer.
Before writing a line of code.
Tokenization Lawyers in Spain
We help you tokenize shares, bonds, real estate or receivables under the right rules: Law 6/2023 if your token is a security, or MiCA if it is a crypto-asset. We choose the ERIR with you, prepare the issuance document and, where needed, the prospectus or white paper, and we settle KYC and anti-money laundering.
Want to tokenize an asset? We tell you how to do it lawfully
Tell us what you want to tokenize and which investors you are targeting, and we will reply with the legal analysis and a tailored quote.
- Reply within 24 h
- No commitment
- Confidential
- Legal basis for tokenized securities
- Law 6/2023
- Who keeps the register
- ERIR (Art. 8(4))
- MiCA white paper notice
- 20 working days
- Minimum capital of an S.A.
- €60,000
What we do
The whole tokenization project, from legal analysis to issuance
A tokenization project almost always fails for the same reason: the technology is designed before anyone decides what the token is legally. We start there.
StructureStep 2
Vehicle and rights
We define who issues (an S.A., an SPV, the company itself), what rights each token carries and how the investor is protected.
Company, bylaws and agreements.
RegisterStep 3
ERIR and DLT register
If the token is a security, the issuance needs an entity responsible for registration and recording (ERIR). We help you choose and engage it.
Art. 8(4) of Law 6/2023.
DocumentsStep 4
Issuance document, prospectus or white paper
We draft the issuance document and analyze whether you need a prospectus or can rely on an exemption; if it is a crypto-asset, the white paper and its explanation.
Law 6/2023, the Prospectus Regulation and MiCA.
InvestorsStep 5
Placement and advertising
We review whom you can offer the tokens to, how to advertise them and when an investment firm must be involved.
Art. 36 of Law 6/2023.
ComplianceStep 6
KYC and anti-money laundering
We design investor verification, source-of-funds checks and the anti-money laundering obligations across the whole process.
Law 10/2010.
Scenarios
Who asks us to tokenize and why
These are the projects we see most often. Each one has a different legal fit.
Real estate
A developer wants to finance a project with investors
Tokenizing interests in a vehicle company or secured debt can open financing to more investors, but the token is almost always a security and must be treated as one.
Startup
A company wants to open its capital to its community
Tokenized shares make it possible to manage many small shareholders with a digital register. First you need to check the corporate form and how the shares are offered.
Debt
An SME wants to issue a digital bond
A tokenized bond is still a debenture under the Spanish Companies Act: issuance limits, issuance document and placement rules.
Platform
A technology company wants to offer tokenization to its clients
If you are going to register, safeguard or place third-party securities, you enter reserved activities. We tell you which part you can carry out and which needs a license.
What the law says
Tokenization in figures and articles
Data from Law 6/2023, the Spanish Companies Act and the MiCA Regulation.
Art. 6(1) Law 6/2023
DLT
Transferable securities may be represented through distributed ledger technology systems, in addition to certificates and book entries.
Art. 8(4) Law 6/2023
ERIR
The issuer designates one or more entities responsible for administering the registration and recording of the securities in the system.
Art. 11(1) Law 6/2023
Same as delivery
A transfer recorded in the distributed ledger has the same effects as the delivery of the certificates.
Art. 92(2) LSC
Not S.L.
Shares (participaciones) in a limited liability company are not securities: they cannot be tokenized as transferable securities.
Art. 36(1) Law 6/2023
ESI
If a prospectus-exempt issue is advertised to the general public, an entity authorized to provide investment services must be involved.
Art. 8(5) MiCA
20 working days
Minimum advance notice to the authority of a crypto-asset white paper before it is published.
Do you have an asset you want to tokenize?
Tell us the asset, the amount and whom you want to offer it to, and we will tell you which rules apply and what steps your project involves.
Frequently asked questions
Tokenization lawyers: frequently asked questions
Is it legal to tokenize assets in Spain?
Yes. Law 6/2023 allows transferable securities to be represented through distributed ledger technology systems (Art. 6) and regulates their registration and transfer (Arts. 7–11). If the token is not a financial instrument, Regulation (EU) 2023/1114 (MiCA) applies. What does not exist is a token with no rules: it always has to be fitted into one regime.
How do I know whether my token is a security or a crypto-asset?
We look at what the token gives, not at the name it is given. If it carries rights equivalent to those of a share or a bond (dividends, voting, repayment of principal or interest) and is transferable, it is a security. ESMA explains this in its guidelines on the classification of crypto-assets as financial instruments. We cover it in token classification.
Do I need an ERIR to tokenize?
If the token is a transferable security represented in a distributed ledger, yes: the issuance document must designate the entity responsible for registration and recording, which must be authorized to safeguard and administer financial instruments (Art. 8(4) of Law 6/2023). We explain it in what an ERIR is.
Can I tokenize my limited liability company?
Not as securities: Art. 92(2) of the Spanish Companies Act says that shares in a limited liability company are not securities. The usual route is to convert the S.L. into a public limited company (S.A.) (minimum capital of €60,000) or to tokenize another instrument, such as debt. We cover it in tokenizing shares.
Do I need a prospectus to sell the tokens?
It depends on the amount, the investors and whether the token is a security. The Prospectus Regulation provides exemptions by amount or by type of investor, and Law 6/2023 sets the Spanish rules (Art. 35). If the exempt offer is advertised to the public, an investment firm must be involved (Art. 36).
Who supervises a tokenization project?
In Spain, the CNMV supervises securities, including tokenized ones, and MiCA crypto-assets. The Bank of Spain steps in if the token is an e-money token or if payment services are involved. In addition, whoever places or safeguards the tokens must hold the relevant license.
How much does it cost and how long does it take?
It depends on the asset, the vehicle and whether a prospectus is needed. We start with an assessment of the legal fit and, from there, give you a fixed quote by phase: structure, documentation and launch.
Practical guide
How we work on a tokenization project
We separate the legal, technical and commercial sides so that each piece fits with the others.
Legal analysis and documents
Token classification, structure, issuance document, prospectus or white paper, and contracts.
Makes the business decisions
Which asset, how much capital, which investors and with what rights.
ERIR and technology
The entity that keeps the register, the DLT platform and, if needed, the firm that places the tokens.
Your tokenization in 10 steps
- We describe the asset and the goal: financing, liquidity or investor management.
- We classify the token: transferable security, another financial instrument or crypto-asset.
- We choose the issuing vehicle and, if it is an S.L., assess converting it into an S.A.
- We define the economic and political rights of each token.
- We select the ERIR and the technology platform.
- We draft the issuance document and the corporate resolutions.
- We analyze whether a prospectus or white paper is needed, or which exemption applies.
- We design investor KYC and anti-money laundering.
- We review the advertising and the involvement of an investment firm.
- We support the issuance and the life of the token: corporate events and transfers.
Source: Law 6/2023 (Arts. 6–11, 35 and 36), Spanish Companies Act (Art. 92) and Regulation (EU) 2023/1114 (Art. 8).
Working glossary
Key tokenization concepts
Terms that appear in Law 6/2023, in the MiCA Regulation and in the DLT Pilot Regime.
TokenConcept
Tokenization
Representing a right (a share, a bond, a part of an asset) in a distributed ledger.
Arts. 6–11 Law 6/2023.
SecurityInstrument
Transferable security
Shares, bonds and other securities traded on the capital market. Tokenized, they remain securities.
Art. 2 Law 6/2023.
ERIREntity
Entity responsible for registration and recording
The entity that administers the register of tokenized securities: holders, corporate events and encumbrances.
Art. 8(4) Law 6/2023.
IssuanceDocument
Issuance document
Describes the issue and the DLT system, and designates the ERIR. It must be available to holders and the public.
Art. 7 Law 6/2023.
MiCARegulation
Crypto-asset
A token that is not a financial instrument and is governed by Regulation (EU) 2023/1114.
Art. 2 MiCA.
PilotMarkets
DLT Pilot Regime
European framework for trading and settling financial instruments on DLT with temporary exemptions.
Regulation (EU) 2022/858.
Playbook
Tokenized security or crypto-asset: what changes
Applicable rules
If it is a security (Law 6/2023): Law 6/2023 and securities regulation (MiFID, prospectus).
If it is a crypto-asset (MiCA): Regulation (EU) 2023/1114 (MiCA).
Register
If it is a security (Law 6/2023): Kept by an ERIR designated in the issuance document.
If it is a crypto-asset (MiCA): Defined by the issuer; there is no ERIR.
Information document
If it is a security (Law 6/2023): Prospectus, unless exempt.
If it is a crypto-asset (MiCA): White paper notified to the authority.
Supervisor in Spain
If it is a security (Law 6/2023): CNMV.
If it is a crypto-asset (MiCA): CNMV (Bank of Spain for e-money tokens and asset-referenced tokens).
Who places and safeguards
If it is a security (Law 6/2023): Investment firms or credit institutions.
If it is a crypto-asset (MiCA): Authorized crypto-asset service providers (CASP).
Common mistakes when tokenizing
These are the flaws we see most often in projects that reach us already designed.
- Calling a token “utility” when it gives a right to profits or to recover the investment.
- Tokenizing shares in an S.L. as if they were securities.
- Launching the issuance without an ERIR or without an issuance document.
- Advertising an exempt offer to the public without an investment firm.
- Leaving investor KYC in the hands of the platform without controlling it.
Contact
Book a call
Tell us which asset you want to tokenize, the approximate amount and which investors you are targeting, and we will prepare an assessment and a tailored quote.
Tokenization under Law 6/2023 and MiCA
Updated November 4, 2026
Tokenizing means representing a right in a distributed ledger. In Spain, the first step is to know which right it is: if it is a transferable security, Law 6/2023 on Securities Markets and Investment Services applies; if it is not a financial instrument, Regulation (EU) 2023/1114 (MiCA) applies.
Tokenized securities
Law 6/2023 allows transferable securities to be represented through distributed ledger technology systems (Art. 6). The issuance needs a document that describes the system and designates the entity responsible for registration and recording (Arts. 7 and 8(4)), and a recorded transfer has the same effects as the delivery of the certificates (Art. 11). We develop this in tokenizing shares, tokenized bonds and ERIR.
Crypto-assets
If the token is not a financial instrument, the offeror notifies a white paper to the authority at least 20 working days before publishing it, with an explanation of why it is not a financial instrument, nor an e-money token, nor an asset-referenced token (Art. 8 of MiCA). We cover this in token classification and white paper.
Specific assets
Each asset has its own particularities: real estate tokenization, real-world assets (RWA) and tokenization platforms. If you want to trade the tokens on a market, the DLT Pilot Regime comes into play.