StructureStep 1
Bond design
Amount, coupon, maturity, redemption, guarantees and ranking. We check the issuance limits that apply to your corporate form.
LSC Art. 401.
Tokenized bonds in Spain: bond issuance
We help you finance your company with tokenized debt: a bond issued and recorded on a DLT system under the same rules as always. We prepare the issuance resolution, the issuance document and the appointment of the ERIR, and we analyze whether you need a prospectus and how to place the bonds with investors.
Want to issue a tokenized bond?
Tell us how much you want to raise, over what term and which investors you are targeting, and we will reply with the structure and a tailored quote.
- Reply within 24 h
- No commitment
- Confidential
- Issuance limit for an S.L.
- 2 × own funds
- Exempt offer advertised to the public
- With an investment firm (Art. 36)
- Who keeps the register
- ERIR
- Pilot regime: issue size
- < €1,000 million
What we do
Your tokenized debt issuance, from start to finish
A tokenized bond is a debenture under the Spanish Companies Act (LSC) represented in a distributed ledger. The technology changes the register, not the issuer’s obligations.
ResolutionsStep 2
Issuance resolution
We prepare the resolution of the competent body and, where the law requires it, the public deed and the bondholders’ syndicate.
LSC Arts. 401 et seq.
IssuanceStep 3
Issuance document
We describe the bonds, the DLT system and its governance, and appoint the entity responsible for the register.
Law 6/2023, Art. 7.
ERIRStep 4
Bond register
We help you choose and engage an authorized ERIR for the custody and administration of financial instruments.
Law 6/2023, Art. 8.4.
OfferStep 5
Prospectus or exemption
We analyze whether the offer needs a prospectus or fits an exemption based on amount or type of investor.
Law 6/2023 and the Prospectus Regulation.
PlacementStep 6
Investors and advertising
If you advertise the issue to the public, we coordinate the involvement of an investment firm and the KYC of investors.
Law 6/2023, Art. 36 and Law 10/2010.
Scenarios
When a tokenized bond fits
Tokenized debt is useful when there are many investors, small amounts per investor, or a wish to automate payments.
SME
Financing alternative to the bank
A debt issuance lets you raise financing from investors without diluting shareholders, on terms set by the company itself.
Real estate
A project with collateral
Developers and real estate vehicles issue secured bonds to finance a specific construction project or purchase.
Community
Customers who want to invest
Some companies offer debt to their community. It is possible, but advertising and placement are subject to strict rules.
Automation
Automatic coupons and redemptions
A distributed ledger makes it easier to pay coupons, monitor holders and trace every transfer.
What the law says
Tokenized bonds in figures
Data from the Spanish Companies Act (LSC), Law 6/2023 and the DLT pilot regime.
LSC Art. 401.1
S.A. and S.L.
Capital companies may issue debentures or other securities that acknowledge or create a debt.
LSC Art. 401.2
2 times
Issues by an S.L. may not exceed twice its own funds, unless they are secured by a mortgage, a pledge of securities, a public guarantee or a guarantee from a credit institution.
Law 6/2023, Art. 6.1
DLT
Bonds may be represented using distributed ledger technology, just as through certificates or book entries.
Law 6/2023, Art. 8.4
ERIR
The issuance designates the entity responsible for the registration and recording of the securities in the system.
Law 6/2023, Art. 36.1
Investment firm
If an issue exempt from a prospectus is advertised to the general public, an entity authorized to provide investment services must be involved.
Regulation (EU) 2022/858
< €1,000 million
Maximum issue size for bonds that can be admitted on a DLT pilot regime infrastructure, with exceptions for small issuers.
Shall we prepare your tokenized bond issuance?
We review your company, the amount and the type of investor, and propose the structure and timetable for the issuance.
Frequently asked questions
Tokenized bonds: frequently asked questions
What is a tokenized bond?
It is a debenture or bond that, instead of being represented by certificates or book entries, is represented in a system based on distributed ledger technology (Art. 6 of Law 6/2023). It gives the same rights as a traditional bond: interest, repayment of principal and the agreed guarantees.
Can a limited liability company issue tokenized bonds?
Yes. Capital companies may issue debentures (Art. 401.1 of the Spanish Companies Act), but in an S.L. the total amount may not exceed twice its own funds, unless the issue is secured by a mortgage, a pledge of securities, a public guarantee or a joint and several guarantee from a credit institution (Art. 401.2).
Do I need an ERIR?
Yes, if the bonds are represented in a distributed ledger. The issuance document must designate the entity responsible for registration and recording, which must be authorized for the custody and administration of financial instruments (Art. 8.4 of Law 6/2023). We explain it in ERIR.
Is a prospectus required?
For a public offer, in principle yes, unless an exemption applies: offers only to qualified investors, to fewer than 150 persons per Member State, or below the amount thresholds. Regulation (EU) 2024/2809 (Listing Act) amended those thresholds from June 2026; for each issue we check which one applies.
Can I advertise the issue on social media?
If the issue is exempt from a prospectus and is aimed at the general public through any form of advertising, the law requires the involvement of an entity authorized to provide investment services, which validates the information and oversees the marketing (Art. 36.1 of Law 6/2023).
Can the bonds be traded afterwards?
Private transfers are recorded in the system and have the effects of delivery of the certificates (Art. 11). To trade them on a market you need an authorized infrastructure, such as those in the DLT pilot regime, which admits bond issues of less than €1,000 million.
How much does a tokenized bond issuance cost?
It depends on the amount, the guarantees and whether a prospectus or placement through an investment firm is needed. After the diagnosis we give you a phased quote and help you compare ERIRs and platforms.
Practical guide
How we prepare a tokenized bond issuance
Three fronts that have to move forward at the same time: the company, the issuance and the placement.
Resolution and limits
Competent body, issuance resolution and verification of the LSC limits.
Document and ERIR
Bond terms, DLT system and entity responsible for the register.
Investors
Prospectus or exemption, advertising, investment firm and KYC.
Your tokenized bond issuance in 10 steps
- We define the amount, term, coupon and guarantees.
- We check the issuance limits that apply to your corporate form.
- We prepare the resolution of the competent body.
- We select the ERIR and the technology platform.
- We draft the terms and conditions and the issuance document.
- We analyze the prospectus or the applicable exemption.
- If the offer is advertised to the public, we coordinate the investment firm.
- We organize investor KYC and the control of the source of funds.
- We support the subscription and the recording of the bonds in the register.
- We provide support throughout the life of the bond: coupons, redemptions and events.
Source: Spanish Companies Act (Art. 401), Law 6/2023 (Arts. 6 to 11, 35 and 36) and Regulation (EU) 2022/858.
Working glossary
Key concepts of tokenized debt
Terms from the Spanish Companies Act, Law 6/2023 and the DLT pilot regime.
DebentureSecurity
Debenture or bond
Security that acknowledges or creates a debt of the issuing company toward the investor.
LSC Art. 401.
CouponPayment
Coupon
Periodic interest the issuer pays to bondholders.
Terms of the issuance.
ERIREntity
Entity responsible for registration and recording
Administers the register of the bonds in the DLT system.
Law 6/2023, Art. 8.4.
ProspectusDocument
Prospectus
Information document for a public offer, unless an exemption applies.
Regulation (EU) 2017/1129.
ESIEntity
Investment firm
A broker-dealer or securities broker that can place the issue and validate the information.
Law 6/2023, Art. 36.
PilotMarkets
DLT infrastructure
DLT-based market or settlement system authorized under the pilot regime.
Regulation (EU) 2022/858.
Playbook
Traditional bond vs. tokenized bond
Representation
Traditional bond: Certificates or book entries.
Tokenized bond: System based on distributed ledger technology.
Who keeps the register
Traditional bond: The entity in charge of the accounting register or the central securities depository.
Tokenized bond: The ERIR designated in the issuance document.
Transfer
Traditional bond: Book-entry transfer.
Tokenized bond: Transfer recorded in the distributed ledger.
Prospectus and placement
Traditional bond: Same rules.
Tokenized bond: Same rules: the technology does not change the offer.
Trading on a market
Traditional bond: Traditional markets and systems.
Tokenized bond: Authorized DLT infrastructures.
Common mistakes in tokenized debt
We often find them when reviewing issuances that have already been designed.
- Exceeding the issuance limit of an S.L. without a guarantee that allows it.
- Calling a “yield token” what legally is a bond.
- Launching the issue without an issuance document or an ERIR.
- Promoting an exempt offer without an investment firm.
- Failing to plan how coupons are paid if the platform fails.
Contact
Book a call
Tell us how much you want to raise, the term and which investors you are targeting, and we will prepare a diagnosis and a tailored quote.
Tokenized bonds under the Spanish Companies Act and Law 6/2023
Updated November 4, 2026
Capital companies may issue debentures or other securities that acknowledge or create a debt (Art. 401.1 of the Spanish Companies Act). Tokenizing them does not change that regime: Law 6/2023 merely adds one more way of representing them, systems based on distributed ledger technology (Art. 6).
Issuance limits
In a limited liability company, the total amount of issues may not exceed twice its own funds, unless they are secured by a mortgage, a pledge of securities, a public guarantee or a joint and several guarantee from a credit institution (LSC Art. 401.2). That is why many SMEs tokenize secured debt.
Registration and transfer
The issuance document describes the system and designates the entity responsible for registration and recording (Arts. 7 and 8.4). A transfer recorded in the system has the same effects as delivery of the certificates (Art. 11). More detail in ERIR.
Offer and placement
A public offer requires a prospectus unless an exemption applies, and exempt issues that are advertised to the public need an investment firm (Arts. 35 and 36 of Law 6/2023). If you are looking for a traditional fixed-income market, compare it with the bond issuance on the MARF; if what you want is to open up your capital, see tokenizing shares. The overview is at tokenization lawyers.