Quick answer: There is no single fee. The cost of issuing a security token in Spain is split across legal structuring, issuance documentation, appointing an ERIR, custody, smart contract development, audit and AML/KYC compliance. The timeline depends on whether you need a prospectus and on the complexity of the asset; it ranges from a few weeks to several months. Ask for a closed quote.
Why there is no fixed price
A security token is a transferable security represented through distributed ledger technology. Because it is a financial instrument, its issuance is governed by MiFID II (Directive 2014/65/EU) and by Law 6/2023 on Securities Markets and Investment Services (BOE-A-2023-7053), not by the MiCA Regulation, which expressly excludes financial instruments from its scope (Regulation (EU) 2023/1114, art. 2.4). That regulated nature is what determines the cost: every issuance carries different legal obligations depending on the type of security, the amount, the investor profile and the target market.
So any closed figure you see on a blog should be treated with caution. What is useful is understanding which line items make up the budget and which factors move them, so you can request a proposal tailored to your case. If you are still weighing financing routes, it helps to compare the STO against the ICO and the IPO before budgeting.
Cost components
Legal structuring
This is the foundation of the project. It defines what is tokenised (shares, bonds, holdings, rights over an asset), under what legal form and with which economic and voting rights. It includes the analysis of whether the token is a financial instrument and the choice of applicable regime. A poorly designed structure makes everything that follows more expensive, so this is rarely a line item worth cutting.
Issuance document, prospectus or exemption
Every offer of securities requires documentation. The key question is whether you need an approved prospectus or can rely on an exemption. Regulation (EU) 2017/1129 (the Prospectus Regulation) provides for exemptions, for example offers addressed only to qualified investors or below certain amount thresholds. Relying on an exemption reduces cost and time; needing a prospectus increases both significantly, because it adds drafting, review and, where applicable, supervisor involvement.
Appointing an ERIR
Law 6/2023 creates the figure of the Entity Responsible for Registration and Recording (ERIR), tasked with registering and keeping the record of securities represented through distributed ledger technology systems. To issue with full legal validity you must appoint an ERIR authorised by the CNMV. Its service carries fees that the entity itself publishes. You can read more on this in our guide to Law 6/2023 and tokenisation.
Custody
The custody of financial instruments is a service reserved for authorised entities. Depending on the model, custody of the keys and of the securities themselves may rest with the ERIR or with another authorised entity. It is a recurring line item, not just a launch cost, and should be budgeted over several years.
Smart contract and platform development
The token lives in a smart contract that codifies its rules: issuance, transfer, transfer restrictions, lifecycle management. In many projects this is joined by an investor platform (onboarding, subscription, dashboard). The cost varies depending on whether you use the infrastructure of a provider already integrated with an ERIR or build something bespoke.
Audit
You should audit the smart contract before deploying it, because an error in the code can have economic and legal consequences that are hard to reverse. Depending on the type of issuer and security, financial or statutory account audits required by company law may also apply.
AML/KYC compliance
Investor identification and the prevention of money laundering are mandatory. They involve onboarding processes, identity verification, risk analysis and document retention, in line with Law 10/2010 on the prevention of money laundering (BOE-A-2010-6737). This is usually handled with specialised tools that charge per verification or by subscription.
Factors that move cost and timeline
- Prospectus or exemption: this is the factor that tips the balance the most. An issuance addressed to qualified investors or covered by an exemption avoids the full prospectus.
- Type of asset: tokenising the shares of a company involves voting rights and corporate obligations that a simple bond does not have.
- Amount and number of investors: regulatory thresholds change the applicable obligations.
- Retail or professional investor: targeting retail investors triggers more information and protection obligations.
- Own or third-party infrastructure: relying on an ERIR with an already integrated platform tends to reduce bespoke development.
- Quality of the starting documentation: clean accounts and a clear corporate structure speed up the legal phase.
Phases and indicative durations
The following durations are qualitative and indicative; the real schedule depends on the factors above and on the availability of the issuer's information.
1. Analysis and structuring
The security to be issued, its legal regime and the schedule are defined. This is usually one of the shorter phases if the information is available, but it conditions everything else.
2. Documentation and, where applicable, prospectus
Drafting of the issuance document or the prospectus. If a prospectus and supervisor review are required, this phase lengthens significantly.
3. ERIR appointment and technical build
Engaging the ERIR, developing and auditing the smart contract, configuring onboarding and AML/KYC processes. It can overlap with the documentation phase.
4. Issuance, registration and distribution
Registration of the securities in the ERIR's record and opening of the subscription. From here the recurring costs of custody and maintenance begin.
Frequently asked questions
Is it cheaper to issue a security token than to go public?
It usually is compared with a traditional IPO, especially for mid-sized amounts, because you avoid part of the machinery of a stock market listing. But it is not free: it remains an issuance of securities with its legal obligations. The right comparison is with other ways of raising regulated capital, not with a framework-less ICO.
Do I always need a prospectus?
Not always. Regulation (EU) 2017/1129 provides exemptions, for example for offers addressed only to qualified investors or below certain thresholds. Whether your issuance fits an exemption is precisely what the initial legal phase determines.
Can I use an existing ERIR or do I have to create my own?
The usual approach is to appoint an ERIR already authorised by the CNMV. Setting up your own entity authorised to custody financial instruments is a regulatory project in itself, with capital and authorisation requirements, beyond the reach of most issuers.
Which costs are recurring and which are one-off?
Structuring, documentation and smart contract development are essentially launch costs. Custody, platform maintenance, ongoing AML/KYC compliance and the ERIR's fees tend to be recurring. Both horizons should be budgeted.
What this means for you
If you are considering an issuance, the first step is not to ask for a price but for a structure analysis: defining what you want to tokenise, who it is aimed at and whether you need a prospectus. With that, a closed proposal stops being an unknown. Gather your accounts and corporate structure, identify whether your audience is professional or retail and request a detailed quote broken down by line item, separating launch cost from recurring cost.
This content is for general information and educational purposes only. It is not legal, tax or investment advice and does not replace consultation with a qualified professional. Regulation on tokenisation and crypto-assets evolves; always check the version in force of the rules cited in the BOE (boe.es) and EUR-Lex (eur-lex.europa.eu).
Related: Retail vs professional investor in security tokens (MiFID II).
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