A tokenized share is the representation, through distributed ledger technology, of a share in a public limited company (sociedad anónima), that is, of a financial instrument. Because it is one, it is governed by MiFID II (Directive 2014/65/EU) and, in Spain, by Law 6/2023 (LMVSI), with registration through an ERIR under CNMV supervision, not by MiCA.
What a tokenized share is
A tokenized share is not a new asset, but the same share as always, represented on a distributed ledger infrastructure instead of through book entries or physical certificates. The token is the medium; the right it embodies remains a share, with its economic and political rights. That legal nature is what determines the applicable framework, and it should be settled before any technical decision.
Because the share is a transferable security and a financial instrument, tokenizing it does not take it outside the perimeter of the securities markets. The technological medium changes how it is registered and transferred, but it does not alter the issuer’s obligations or investor protection. That is why it helps to distinguish between tokenized securities and crypto-assets: only the former are financial instruments in the proper sense.
Legal framework in Spain: MiFID II, Law 6/2023 and the ERIR (not MiCA)
Being a financial instrument, the tokenized share falls outside Regulation (EU) 2023/1114 (MiCA), which expressly excludes financial instruments in its Article 2.4. It is governed by MiFID II (Directive 2014/65/EU) and its Spanish transposition, Law 6/2023 on Securities Markets and Investment Services (LMVSI). This difference in regimes is the backbone of the whole operation, and we analyze it in detail in our comparison of MiCA and MiFID II.
The LMVSI allows transferable securities to be represented through systems based on distributed ledger technology and, to that end, creates the figure of the ERIR, the entity responsible for the registration and recording of securities represented through these systems. The ERIR is liable for the integrity of the register, the identification of holders and the determination of the recorded securities, and it operates under CNMV supervision. Without a designated ERIR there is no legally valid registration. If you are unsure which regime applies to a specific asset, our MiCA or MiFID classification tool helps guide the analysis.
Shares (S.A.) vs interests (S.L.): a nuance that changes everything
Here lies the distinction that determines whether a project is viable. The shares of a public limited company (sociedad anónima) may be represented as securities, including through a distributed ledger, and may therefore be tokenized as transferable securities. The interests (participaciones) of a limited liability company (sociedad de responsabilidad limitada), by contrast, cannot be represented through certificates or book entries and in no case qualify as securities (Article 92 of the consolidated Spanish Companies Act).
The consequence is direct: an S.L. interest cannot be tokenized as a security, because the technological medium does not turn into a security what the law expressly excludes from that category. Tokenizing equity as a transferable security properly applies to the shares of an S.A. or to comparable structures. An S.L. that wants to take this route usually needs to restructure first; we develop those alternatives in our guide on the tokenization of company interests.
How tokenized shares are issued, step by step
The process organizes the operation around the security nature of the share.
- Structuring the security. You define what the token represents (shares of an S.A., with their economic and voting rights) and set the transfer regime, which conditions later liquidity.
- Prospectus or exemption. A public offer of securities may require a prospectus approved by the CNMV under the Prospectus Regulation (EU) 2017/1129, unless an exemption applies by amount or by type of addressee (for example, offers addressed only to qualified investors). You cannot promise in absolute terms that there will be no prospectus: it depends on the specific design of the offer.
- Registration via ERIR. Ownership is recorded through the ERIR, which guarantees the integrity and immutability of the issuance and the identification of holders.
- Custody. You organize the custody of the securities and the associated cryptographic keys, following the custody rules for financial instruments, with segregation and liability requirements.
- Secondary market. If trading is sought, it is channeled through authorized infrastructures; for markets based on distributed ledgers, the DLT Pilot Regime (Reg. (EU) 2022/858) applies.
This path essentially matches that of any security token; we detail it in our guide on how to issue a security token in Spain.
Real advantages and limits
The advantages include the fractionalization of capital, which lowers the entry ticket; the traceability of ownership, recorded in full on the distributed ledger; and greater potential liquidity if an active secondary market exists. That liquidity is potential, not guaranteed: it depends on there being an authorized trading infrastructure and real demand, not on the technology itself.
The limits matter just as much. The issuer keeps the obligations of transparency, registration, custody and anti-money-laundering inherent to financial instruments; the issuance may require a prospectus; and only what the law admits as such can be tokenized as a security. Tokenization changes the medium and opens up efficiencies, but it does not eliminate regulation or intermediaries. It is best framed within a well-planned regulated tokenization project in Spain.
Real cases of tokenized shares in Spain
Tokenizing shares is no longer theoretical in Spain. The CNMV’s official register lists several issuances of shares represented through distributed ledger technology, all recorded through the only ERIR registered to date, URSUS-3 CAPITAL, A.V., S.A. Among the share issuances (not debt) recorded are:
- Beself Brands, which issued shares for 7,962,816 euros and converted into a public limited company.
- Hispania Defense Solutions, S.A., with shares representing its share capital for 3,999,999 euros.
- Tokenix Global, which registered 5,000,000 Class B shares, equivalent to 50% of its share capital.
- Arca Habitatum Capital, S.A., with shares representing its share capital for 60,000 euros.
Alongside these equity issuances, the same register includes numerous tokenized debt (bond) issuances, many of them by real-estate developers. Registration is carried out by the ERIR; it is worth recalling that, according to the CNMV itself, recording an issuance in this register does not imply that the supervisor has validated its terms or the information provided by the issuer. The up-to-date list can be consulted in the CNMV’s official register.
Frequently asked questions
Is it legal to issue tokenized shares in Spain?
Yes. Law 6/2023 (LMVSI) allows transferable securities to be represented through distributed ledger systems and enables the ERIR figure for their registration, under CNMV supervision. The issuance is legal provided the requirements applicable to financial instruments are met.
Do I need a prospectus to issue them?
It depends. A public offer of securities requires a prospectus approved by the CNMV (Prospectus Regulation (EU) 2017/1129), unless an exemption applies by amount or by addressee, such as offers addressed only to qualified investors. Each offer must be analyzed before claiming it is exempt.
Can the interests of an S.L. be tokenized?
Not as securities. The interests of an S.L. do not qualify as securities (Article 92 of the Spanish Companies Act), so they are not tokenized as transferable securities. Tokenizing equity as a security applies to the shares of an S.A. or to comparable structures.
Does MiCA or MiFID II apply?
MiFID II. A share is a financial instrument and MiCA excludes financial instruments in its Article 2.4. It is therefore governed by MiFID II (Directive 2014/65/EU) and Law 6/2023, not by MiCA’s crypto-asset regime.
If you are considering issuing tokenized shares and want to go through each step with regulatory backing, book a consultation with our team.
This article is for informational purposes and does not constitute legal or financial advice. Each issuance requires an individualized analysis and verification against the official sources and the CNMV.
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