FitStep 1
Vehicle and form of representation
We analyze whether it is a fund or a SICAV, harmonized or alternative, and whether the law governing your vehicle provides for representation on DLT.
Arts. 7 and 9, Law 35/2003.
Tokenize an Investment Fund in Spain
We help management companies represent the units of their funds or the shares of their SICAVs on a distributed ledger, as the Law on Collective Investment Undertakings allows. We design the tokenized class, appoint the ERIR, coordinate with the depositary and adapt the prospectus and documentation before the CNMV.
Does your management company want to tokenize a fund?
Tell us what type of vehicle you manage, its size and which investors you target, and we will reply with the steps and a tailored quote.
- Reply within 24 h
- No commitment
- Confidential
- Fund units on DLT
- Art. 7.1 Law 35/2003
- SICAV shares on DLT
- Art. 9.3 Law 35/2003
- Who keeps the register
- ERIR
- Pilot regime: UCITS assets
- < €500 million
What we do
Your tokenized fund, with the management company, depositary and ERIR coordinated
A tokenized fund is still a fund: same regulations, same management company, same depositary and same supervision. What changes is how the units are recorded and transferred.
ClassStep 2
Tokenized class
Each class of units must have a single form of representation. We design the tokenized class and its rights.
CNMV, DLT Q&A.
ERIRStep 3
DLT register
We appoint the entity responsible for registration (ERIR) and include it in the issuance document.
Art. 8.4, Law 6/2023.
DepositaryStep 4
Depositary and certificates
We coordinate with the depositary on issuing certificates and on the relationship with the ERIR that the law provides for.
Art. 46, Law 35/2003.
CNMVStep 5
Prospectus and documentation
We adapt the management regulations or bylaws, the prospectus and the key information document to the new form of representation.
Law 35/2003 and CNMV.
InvestorsStep 6
Marketing and KYC
We review the marketing of the tokenized class and the verification of investors and of the origin of their funds.
MiFID II and Law 10/2010.
Scenarios
When a management company tokenizes a fund
These are the projects management companies bring us most often.
Distribution
Reaching new investors
A tokenized class can be distributed through digital platforms, always subject to the marketing rules for funds.
Operations
Simplifying subscriptions and redemptions
A distributed ledger can automate part of the unitholder register and of settlement.
Market
Trading units on a DLT infrastructure
UCITS with assets below €500 million can be admitted to the infrastructures of the DLT pilot regime.
Closed-ended
Private equity funds and other closed-ended vehicles
Their law does not expressly mention DLT, so the fit is analyzed case by case before designing anything.
What the law says
Tokenized funds: key figures and articles
Data from Law 35/2003, Law 22/2014, Law 6/2023 and the CNMV.
Art. 7.1 Law 35/2003
DLT
Fund units may be represented by registered certificates, book entries or distributed ledger systems.
Art. 9.3 Law 35/2003
SICAV
The shares of investment companies may also be represented by distributed ledger systems.
Art. 9.4 Law 35/2003
100
Minimum number of shareholders of an investment company.
Art. 46 Law 35/2003
Depositary
The depositary requests from the ERIR, on behalf of the unitholders, the legitimation certificates for units held on DLT.
DLT pilot regime
< €500 million
Maximum assets of a UCITS for its units to be admitted to a pilot regime infrastructure.
Art. 31.4 Law 22/2014
No mention
Units of private equity funds are represented by certificates or book entries; the law does not mention DLT.
Shall we tokenize one of your funds?
We review the vehicle, the class of units and the providers, and propose a timetable with the CNMV.
Frequently asked questions
Fund tokenization: frequently asked questions
Can an investment fund be tokenized in Spain?
Yes. Law 35/2003 allows the units of a fund to be represented through systems based on distributed ledger technology, in addition to registered certificates and book entries (Art. 7.1), and the same applies to the shares of a SICAV (Art. 9.3). The CNMV reflects this in its Q&A on DLT-based financial instruments.
Is an ERIR required?
Yes. Units represented on DLT are recorded in the register administered by the entity responsible for registration, appointed in the issuance document (Art. 8.4 of Law 6/2023). The CNMV points out that, for unlisted securities, the ERIR needs authorization for the custody of securities. We explain this in ERIR.
What is the role of the depositary?
The same as in any fund, plus a specific one: when units are represented on DLT, the depositary requests from the ERIR, on behalf of the unitholders, the legitimation certificates (Art. 46 of Law 35/2003).
Can I have one tokenized class and another traditional one?
According to the CNMV, each class of units must have a single form of representation. That is why it is usual to create a specific class represented on DLT within the fund or sub-fund.
Can tokenized units be traded?
UCITS with assets below €500 million can be admitted to the market infrastructures of the DLT pilot regime (Regulation (EU) 2022/858). Outside a market, subscriptions and redemptions follow the fund rules.
What about a private equity fund?
Law 22/2014 provides that the units of private equity funds are represented by registered certificates or book entries (Art. 31.4) and does not mention DLT. Before tokenizing a closed-ended vehicle, the fit should be analyzed with the CNMV. We cover this in private equity funds.
How much does it cost to tokenize a fund?
It depends on the vehicle, on whether it is a new fund or a class of an existing one, and on the providers chosen. After the diagnosis we give you a phased quote: structure, documentation, ERIR and CNMV.
Practical guide
How we tokenize a fund with you
Three pieces that must fit together: the fund, the register and the marketing.
Management company and CNMV
Regulations or bylaws, prospectus and tokenized class.
ERIR and depositary
Issuance document, registration and certificates.
Marketing
Channels, information and investor verification.
Your tokenized fund in 10 steps
- We review the type of vehicle and whether its law provides for representation on DLT.
- We decide whether to tokenize the whole fund, a sub-fund or a new class.
- We design the tokenized class and its rights.
- We select the ERIR and the technology platform.
- We coordinate with the depositary on its functions and the issuance of certificates.
- We draft the issuance document and adapt the regulations or bylaws.
- We update the prospectus and the key information document.
- We handle the necessary amendments before the CNMV.
- We review the marketing and the KYC of investors.
- We support subscriptions, redemptions and events of the tokenized class.
Source: Law 35/2003 (Arts. 7, 9 and 46), Law 22/2014 (Art. 31), Law 6/2023 (Art. 8) and CNMV Q&A on DLT-based financial instruments.
Working glossary
Key concepts of tokenized funds
Terms from Law 35/2003, Law 6/2023 and the DLT pilot regime.
UnitFund
Unit
Each of the equal shares into which a fund’s assets are divided.
Art. 7 Law 35/2003.
SICAVCompany
Investment company
A collective investment undertaking set up as a public limited company; its shares may be represented on DLT.
Art. 9 Law 35/2003.
ClassStructure
Class of units
A set of units with the same terms; a single form of representation.
CNMV.
ERIREntity
Entity responsible for registration
Administers the register of units held on DLT.
Art. 8.4 Law 6/2023.
DepositaryEntity
Depositary
Holds the fund’s assets and oversees the management company; requests the certificates from the ERIR.
Art. 46 Law 35/2003.
UCITSFund
Harmonized fund (UCITS)
A fund subject to the UCITS directive; it can use DLT infrastructures if it manages less than €500 million.
Regulation (EU) 2022/858.
Playbook
What the law allows depending on your vehicle
Investment fund (FI)
Representation on DLT: Expressly provided for units.
Rule: Art. 7.1 Law 35/2003.
SICAV
Representation on DLT: Expressly provided for shares.
Rule: Art. 9.3 Law 35/2003.
UCITS on a DLT infrastructure
Representation on DLT: Admissible if assets are below €500 million.
Rule: Regulation (EU) 2022/858.
Private equity fund (FCR)
Representation on DLT: The law only mentions certificates and book entries: case-by-case analysis.
Rule: Art. 31.4 Law 22/2014.
Common mistakes when tokenizing a fund
We see them in projects that start with the platform.
- Mixing DLT units and book-entry units in the same class.
- Choosing an ERIR without authorization for the custody of securities.
- Overlooking the depositary’s role with the legitimation certificates.
- Marketing the tokenized class as if it were a crypto-asset.
- Applying to a private equity fund what the law provides for investment funds.
Contact
Book a call
Tell us what vehicle you manage, its size and which investors you target, and we will prepare a diagnosis and a tailored quote.
Tokenized funds under the Law on Collective Investment Undertakings
Updated November 4, 2026
Law 35/2003 on Collective Investment Undertakings allows fund units to be represented by registered certificates, book entries or systems based on distributed ledger technology (Art. 7.1), and the same for the shares of investment companies (Art. 9.3). Units are financial instruments, so their representation on DLT follows the rules of Law 6/2023.
Register and depositary
The issuance requires a document describing the system and appointing the entity responsible for registration (Arts. 7 and 8 of Law 6/2023). The depositary requests the legitimation certificates from that entity on behalf of the unitholders (Art. 46 of Law 35/2003). According to the CNMV, each class of units must have a single form of representation.
DLT markets
The DLT pilot regime allows UCITS units to be admitted to its infrastructures where the UCITS has assets below €500 million. For an overview of tokenization, see tokenization lawyers and RWA tokenization.
Management companies
If you do not yet have a management company, see SGIIC and setting up an investment fund. For closed-ended vehicles, see private equity funds.