Corporate formStep 1
We check that you can tokenize
Only shares are securities. If your company is an S.L. (limited liability company), we study its conversion into a joint-stock company (S.A.) and what that involves.
LSC Art. 92.
Tokenize company shares in Spain
We record your company’s shares on a distributed ledger with every safeguard of Law 6/2023: corporate form, resolutions and bylaws, issuance document, appointment of the ERIR and, if you plan to approach investors, the offer with a prospectus or the applicable exemption.
Want to tokenize your company’s shares?
Tell us your company’s legal form, how many shareholders you have and what you want to achieve, and we will explain the steps and the budget.
- Reply within 24 h
- No commitment
- Confidential
- Minimum capital of an S.A.
- €60,000
- Minimum payment on incorporation
- 25%
- Who keeps the register
- ERIR
- Legal basis
- Law 6/2023, Arts. 6–11
What we do
From paper shares to shares on a distributed ledger
A tokenized share is still a share: it carries the same rights and is governed by the Spanish Companies Act (LSC). What changes is how it is recorded and transferred.
ResolutionsStep 2
Shareholders’ meeting, bylaws and deed
We prepare the shareholders’ meeting resolutions and the bylaw amendment so they state that the shares are represented using distributed ledger technology.
LSC Art. 23.
IssuanceStep 3
Issuance document
We draft the document that describes the shares, the DLT system and its governance, and that names the entity that will keep the register.
Law 6/2023 Art. 7.
ERIRStep 4
We select and contract the ERIR
We help you choose an entity authorized for the custody and administration of financial instruments and negotiate its contract.
Law 6/2023 Art. 8(4).
OfferStep 5
Investors, prospectus and exemptions
If you are raising capital from new investors, we analyze whether you need a prospectus, which exemption applies and how to announce the offer.
Law 6/2023 Arts. 35–36.
ShareholdersStep 6
Shareholders’ agreement and KYC
We adapt the shareholders’ agreement to a digital shareholder base and organize investor verification and checks on the source of their funds.
LSC and Law 10/2010.
Scenarios
When it makes sense to tokenize your shares
Tokenization is not an end in itself. These are the cases in which it adds real value.
Round
A capital increase with many small investors
Managing hundreds of shareholders on a digital register is simpler and more transparent than with a paper register book.
Community
Customers or users who want to become shareholders
Companies with a strong community can open their capital to it, as long as the offer complies with the placement rules.
Vehicle
A special-purpose company for a specific project
Developers and managers set up an S.A. for one asset and tokenize its shares to spread the investment.
Liquidity
Shareholders who want to be able to sell
A distributed ledger makes transfers between investors easier, although trading the shares on a market requires an authorized infrastructure.
What the law says
Tokenized shares in figures
Data from the Spanish Companies Act and Law 6/2023.
LSC Art. 4(2)
€60,000
Minimum capital of a joint-stock company, the corporate form that can have shares.
LSC Art. 79
25%
Portion of each share’s par value that must be paid in when the company is incorporated.
LSC Art. 92(2)
S.L., no
Company interests (participaciones sociales) cannot be represented by certificates or book entries and are never securities.
Law 6/2023 Art. 6(1)
Whole issue
The form of representation chosen (certificates, book entries or DLT) applies to all securities of the same issue.
Law 6/2023 Art. 8(4)
ERIR
It must be an entity authorized for the custody and administration of financial instruments (Art. 126.a).
Law 6/2023 Art. 11(1)
Registered transfer
Transfer takes place through the registered transfer on the distributed ledger, with the effects of delivering the certificates.
Shall we tokenize your company’s shares?
We review your company, your bylaws and your investor plan, and tell you the shortest, safest route.
Frequently asked questions
Tokenizing shares: frequently asked questions
Can a company’s shares be tokenized in Spain?
Yes. Shares are transferable securities and Law 6/2023 allows them to be represented through systems based on distributed ledger technology (Art. 6). An issuance document (Art. 7) and an entity responsible for registration and recording (Art. 8(4)) are required, and the bylaws must state this form of representation (Art. 23 of the Spanish Companies Act).
Can I tokenize the interests of a limited liability company?
Not as securities. Art. 92(2) of the Spanish Companies Act provides that company interests cannot be represented by certificates or book entries and are never securities. The usual route is to convert the S.L. into a joint-stock company, with minimum capital of €60,000.
What is the ERIR and who can be one?
It is the entity that administers the registration and recording of the shares in the system: it identifies the holders and records corporate events and encumbrances. It must be an entity authorized for the custody and administration of financial instruments, such as an investment firm or a credit institution. We explain it in ERIR.
Do tokenized shares carry the same rights?
Yes. Tokenization changes how the share is represented, not its content: voting, dividends and pre-emptive subscription rights follow the Spanish Companies Act and the bylaws. ESMA notes in its guidelines that technology does not change the nature of the instrument.
Do I need a prospectus to sell tokenized shares?
If you make a public offer, in principle yes, unless an exemption applies: for example, offers only to qualified investors, to fewer than 150 persons per Member State, or below the amount thresholds. If an exempt offer is announced to the general public, an investment firm must be involved (Art. 36 of Law 6/2023).
Can they be traded on a market?
Trading them on a market requires an authorized infrastructure. The DLT pilot regime (Regulation (EU) 2022/858) allows DLT-based markets for shares of issuers with a market capitalization below €500 million. A private transfer between investors, by contrast, is recorded directly in the system.
How long does it take to tokenize shares?
If the company is already a joint-stock company, the timeline is set by the shareholders’ meeting, the deed and the contracting of the ERIR. If the S.L. has to be converted, that process is added. We give you a timeline and a fixed-fee quote after the diagnosis.
Practical guide
How we tokenize your company’s shares
Order matters: first the company, then the issue and finally the offer.
Form and resolutions
S.A., bylaws providing for DLT representation and shareholders’ meeting resolutions.
Document and ERIR
Issuance document describing the system and the appointed ERIR.
Investors
Prospectus or exemption, advertising and investor verification.
Your tokenized shares in 10 steps
- We review the corporate form, the capital and the current bylaws.
- If it is an S.L., we prepare its conversion into a joint-stock company.
- The shareholders’ meeting resolves to represent the shares using DLT.
- We amend the bylaws and execute the deed.
- We select the ERIR and the technology platform.
- We draft the issuance document and file it with the ERIR.
- We register the current shareholders on the distributed ledger.
- We adapt the shareholders’ agreement to the new form of representation.
- If there are new investors, we analyze the prospectus or exemption and the placement.
- We organize investor KYC and subsequent corporate events.
Source: Spanish Companies Act (Arts. 4, 23, 79 and 92) and Law 6/2023 (Arts. 6–11, 35 and 36).
Working glossary
Key concepts for tokenizing shares
Terms from the Spanish Companies Act and Law 6/2023.
ShareSecurity
Share
Part of the capital of a joint-stock company. It is a transferable security and can be tokenized.
LSC Art. 92(1).
InterestS.L.
Company interest
Part of the capital of an S.L. It is not a security and cannot be tokenized as such.
LSC Art. 92(2).
DLTTechnology
Distributed ledger technology
Shared ledger in which the shares and their transfers are recorded.
Law 6/2023 Art. 6.
ERIREntity
Entity responsible for registration and recording
It administers the register of the shares in the system.
Law 6/2023 Art. 8(4).
IssueDocument
Issuance document
It describes the shares, the system and its governance, and appoints the ERIR.
Law 6/2023 Art. 7.
ConversionTransaction
Conversion of an S.L. into an S.A.
Change of corporate form that preserves the company’s legal personality.
Royal Decree-law 5/2023.
Playbook
S.L. or S.A.: what you can tokenize
Capital
Limited liability company (S.L.): Company interests; not securities.
Joint-stock company (S.A.): Shares; transferable securities.
Tokenizing the capital
Limited liability company (S.L.): Not as securities (LSC Art. 92(2)).
Joint-stock company (S.A.): Yes, through DLT (Law 6/2023 Art. 6).
Minimum capital
Limited liability company (S.L.): €1 (LSC Art. 4(1)).
Joint-stock company (S.A.): €60,000, with 25% paid in (LSC Arts. 4(2) and 79).
Issuing tokenized debt
Limited liability company (S.L.): Yes, up to twice its own funds unless secured (LSC Art. 401(2)).
Joint-stock company (S.A.): Yes.
Offering to investors
Limited liability company (S.L.): Limited by its transfer regime.
Joint-stock company (S.A.): Public offer with a prospectus or exemption.
Common mistakes when tokenizing shares
We see them in projects that arrive with the technology already chosen.
- Issuing tokens that represent interests of an S.L.
- Not amending the bylaws to provide for DLT representation.
- Appointing as ERIR an entity that does not have the necessary authorization.
- Announcing the round on social media without reviewing the prospectus or the exemption.
- Forgetting the shareholders’ agreement and minority shareholders’ rights.
Contact
Book a call
Tell us your company’s legal form, how many shareholders you have and how much you want to raise, and we will prepare a tailored diagnosis and quote.
Tokenized shares under the Spanish Companies Act and Law 6/2023
Updated November 4, 2026
The shares of a joint-stock company are transferable securities (Art. 92(1) of the Spanish Companies Act) and, therefore, negotiable securities. Law 6/2023 allows them to be represented through systems based on distributed ledger technology, in addition to certificates or book entries (Art. 6), and the bylaws must state the form chosen (LSC Art. 23).
The issuance document and the ERIR
DLT representation requires an issuance document with sufficient information on the system, how it works and its governance (Art. 7). The issuer appoints one or more entities responsible for registration and recording, which must be authorized for the custody and administration of financial instruments (Art. 8(4)). We explain it in ERIR.
Transfer and effects
Transfer takes place through the registered transfer on the distributed ledger, with the same effects as delivering the certificates, and is enforceable against third parties from registration (Art. 11).
If your company is an S.L.
Company interests are not securities (LSC Art. 92(2)). To tokenize the capital, the usual route is to convert the company into a joint-stock company; if you are only looking for financing, issuing tokenized bonds may be a better fit. You will find the overview in tokenization lawyers and the framework for rounds in financing round.