Quick answer
Both record ownership of securities, but on different formats. The ERIR records tokenised securities represented through distributed ledger technology under the LMVSI; Iberclear, the Spanish central securities depository, keeps the book-entry register of listed securities. The choice is not discretionary: it depends on how the security is represented and on whether it is admitted to trading on a regulated market.
Two infrastructures for the same legal function
Under Spanish law, a transferable security may be represented through book entries, certificates or systems based on distributed ledger technology. The form of representation determines which infrastructure records ownership and transfers. Book entry and DLT recording perform the same legal function of evidencing ownership, but they rest on different architectures and responsible entities (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053).
What each one is
- ERIR: the entity responsible for the registration and recording of transferable securities represented through DLT-based systems. It is a figure created by the LMVSI. It must be an entity authorised to hold financial instruments in Spain, and the CNMV maintains the register of these entities (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053).
- Iberclear: Spain's central securities depository (CSD), which keeps the book-entry register of securities admitted to trading and provides clearing and settlement services. It operates under the European regulation on central securities depositories (CSDR, Regulation (EU) 909/2014).
Function and scope
- ERIR: records the issuance and the ownership of tokenised securities on a DLT network or infrastructure, guaranteeing the integrity and immutability of the issuance and the identification of holders. Its natural scope is the issuance of securities that are not necessarily admitted to trading on a regulated market.
- Iberclear: centralises the book-entry register and the settlement of listed securities, with settlement in central bank money through the European infrastructure. Its scope is that of regulated markets and connected systems.
Recording model
- ERIR: a single register of the issuance on a DLT network, in which the responsible entity is the official reference point for the rights over the tokenised securities and their movements.
- Iberclear: a two-tier recording system, in which the central depository keeps the central register and the participating entities keep the detailed register of their clients.
Liability
- ERIR: is accountable for the correctness of the registration and recording of the tokenised securities, for the integrity of the issuance and for the identification of holders, in accordance with the LMVSI regime (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053).
- Iberclear: is accountable as a central depository in accordance with the CSDR, with a prudential, governance and risk-management regime proper to market infrastructures (CSDR, Regulation (EU) 909/2014).
When each one applies
- If the security is represented through DLT and is issued, for example, in an STO without admission to trading on a regulated market, recording corresponds to an ERIR.
- If the security is represented through book entries and is admitted to trading on a regulated market, recording corresponds to Iberclear as the central depository.
- The decision is determined by the form of representation chosen in the issuance and the target market, not by an operational preference of the issuer.
A piece of context
In Spain, the first authorised ERIR was Ursus-3 Capital, on 22 November 2024. The figure is therefore recent, as against Iberclear's well-established track record as the central depository of listed securities.
Frequently asked questions
Does the ERIR replace Iberclear?
No. They operate on different forms of representation. The ERIR records tokenised securities on DLT; Iberclear records book entries of listed securities. They coexist depending on how the security is represented and where it is traded.
Can an ERIR record securities admitted to trading on a regulated market?
The ERIR's own scope is the recording of tokenised securities on DLT. The post-trade infrastructure of securities listed on regulated markets is channelled through the central depository in accordance with the CSDR (CSDR, Regulation (EU) 909/2014).
Who can be an ERIR?
An entity authorised to hold financial instruments in Spain, such as a credit institution, an investment firm or a brokerage firm. The CNMV keeps the register of ERIRs (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053).
Does DLT recording provide the same legal certainty as the book entry?
The LMVSI recognises DLT recording as a valid form of representing securities, with requirements of integrity and immutability of the issuance and identification of holders. The liability regime rests on the ERIR (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053).
What this means for you
If you are structuring an issuance, first define the form of representation of the security and the target market: that decision automatically fixes the recording infrastructure. For tokenised securities on DLT, you will need to appoint an ERIR that is authorised and listed with the CNMV. For securities listed on a regulated market, post-trade runs through the central depository. They are not interchangeable options: they respond to different formats and legal regimes.
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).