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How to issue a security token in Spain: steps and checklist

Quick answer

Issuing a security token in Spain follows the financial-instruments framework, not the crypto-asset one: you classify the asset, structure the rights, resolve the prospectus (or its exemption), appoint an ERIR for the blockchain registry, arrange custody and AML/KYC, and distribute. All under MiFID II and Law 6/2023 (LMVSI), with the CNMV as supervisor.

Step 1. Classify the asset

First, determine whether the token represents a financial instrument (a share, a bond, a fund unit). If so, it falls outside MiCA under its Article 2.4 and is governed by MiFID II and Law 6/2023. This classification drives everything else; mistaking it for a crypto-asset is the costliest opening error (Regulation (EU) 2023/1114, art. 2.4; Law 6/2023, BOE-A-2023-7053).

Step 2. Structure the token rights

Define exactly what the token represents: ownership, debt, economic or voting rights. The legal structure (company, vehicle or fund) and the attached rights determine the legal and tax treatment. Set the transfer regime and restrictions here, since they shape later liquidity.

Step 3. Resolve the prospectus (or its exemption)

A public offer of securities requires a CNMV-approved prospectus, unless exempt. Common exemptions are targeting qualified investors only, fewer than 150 non-qualified investors per Member State, a minimum ticket of 100,000 euros, or staying below the exemption threshold that the EU Listing Act raises to 12 million euros. The choice depends on which investor you target (Regulation (EU) 2017/1129; Regulation (EU) 2024/2809).

Step 4. Appoint an ERIR for the registry

Ownership of a tokenised security is recorded through an Entidad Responsable de la Inscripción y el Registro (ERIR), the figure that Law 6/2023 enables to register securities using distributed ledger technology, alongside the traditional Iberclear system. Without an ERIR there is no legally valid registry (Law 6/2023, BOE-A-2023-7053).

Step 5. Arrange custody

Define who custodies the tokenised securities and the associated cryptographic keys. Custody of tokenised securities follows the rules for custody of financial instruments, with segregation and liability requirements, not MiCA's crypto-asset custody regime.

Step 6. Implement AML/KYC

The issuer and intermediaries must apply anti-money-laundering measures: investor identification, due diligence and monitoring. In Spain this is governed by Law 10/2010 on the prevention of money laundering. AML/KYC onboarding must be in place before accepting subscriptions (Law 10/2010).

Step 7. Issue, distribute and prepare the secondary market

With the framework resolved, the issuance is executed (smart contract plus ERIR registration), distributed to the target investors and, where appropriate, enabled for trading on an authorised secondary market. Liquidity is not automatic: it depends on the trading venue and the investor profile.

Regulatory checklist

  • Asset classification (financial instrument, not crypto-asset).
  • Legal structure and token rights defined.
  • Prospectus approved or exemption documented.
  • ERIR appointed for the registry.
  • Custody of securities and keys resolved.
  • AML/KYC operational before fundraising.
  • Distribution plan and, where relevant, secondary market.

If you want to walk through these steps with end-to-end regulatory support, book a consultation with our team.

FAQ

Do I need a crypto-asset (CASP) licence to issue a security token?

No. A security token is a financial instrument, and its issuance follows MiFID II and Law 6/2023, not MiCA's CASP regime, which covers crypto-assets that are not financial instruments.

How much does it cost and how long does it take?

It depends on the asset, the volume and whether you need a prospectus. We break it down in the cost and timeline guide.

Can I issue from Spain for the whole EU?

Yes; the European framework allows prospectus passporting. We compare Spain with other venues in issuing in Spain vs other jurisdictions.

This article is for informational purposes and does not constitute legal, financial or investment advice. Each issuance depends on its specific case; consult a professional before making decisions.

Unknown Gravity

About the author

High-performance consulting specialized in Blockchain. Experts in tokenization.

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