---
title: "Retail vs professional investor in security tokens (MiFID II)"
url: "https://www.unknowngravity.com/en/articulos/inversor-minorista-vs-profesional-security-tokens"
site: Unknown Gravity
published: "2026-06-01T13:26:55+00:00"
modified: "2026-07-29T08:21:42+00:00"
language: en-US
description: "Quick answer A security token is a financial instrument, so its marketing is governed by MiFID II (Directive 2014/65/EU) and, in Spain, by Law 6/2023 (LMVSI)."
section: "Home > Security, regulation and legal > Retail vs professional investor in security tokens (MiFID II)"
---

# Retail vs professional investor in security tokens (MiFID II)

## Quick answer

A security token is a financial instrument, so its marketing is governed by [MiFID II](/articulos/mica-vs-mifid-ii) (Directive 2014/65/EU) and, in Spain, by [Law 6/2023 (LMVSI)](/articulos/lmvsi-ley-6-2023-tokenizacion). MiFID II sorts investors into three categories: retail, professional and eligible counterparty. That classification determines the prospectus you need, the tests you must run and the size of the audience you can address.

## The three investor categories

Regulatory protection is inverse to the sophistication the rules assume for each profile (Directive 2014/65/EU, Annex II).

| Category | Who qualifies | Protection |
| --- | --- | --- |
| Retail | By default, any client that is neither professional nor eligible counterparty. Most individuals. | Highest |
| Professional | Financial institutions, large companies and those who request it while meeting the Annex II criteria. | Medium |
| Eligible counterparty | A subset of professionals (banks, investment firms, governments) in order-execution and reception services. | Lowest |

## How a client becomes professional

There are two routes, both defined in Annex II of MiFID II and carried into the LMVSI:

- **Per se professional.** Credit institutions, investment firms, insurers, collective investment undertakings and their managers, and pension funds. Also large companies that exceed two of these three thresholds: a balance sheet of 20 million euros, net turnover of 40 million, or own funds of 2 million.
- **Professional on request.** A retail client may waive part of their protection if they meet at least two of three criteria: carrying out transactions of significant size at a meaningful frequency (around ten per quarter over the previous four quarters), a portfolio of financial instruments and cash above 500,000 euros, or one year of professional experience in the financial sector in a role that requires knowledge of these transactions.

The firm must assess and document that this is met. Reclassification is not automatic, and the investor may ask to return to the higher-protection category.

## What changes depending on who you sell to

The recipient profile shapes three core aspects of the offering:

| Aspect | Professionals / qualified only | Includes retail |
| --- | --- | --- |
| Prospectus | Usually exempt, as the offer targets qualified investors only. | Requires a CNMV-approved prospectus, unless another exemption applies. |
| Client tests | Lighter. | Suitability (advice and management) or appropriateness (other services). |
| Reach | Smaller universe, with less friction and cost. | Larger universe, with more obligations. |

The qualified-investor exemption sits alongside others: offers to fewer than 150 persons per Member State other than qualified investors, a minimum ticket of 100,000 euros per investor, or staying below the exemption threshold, which the [EU Listing Act](/articulos/listing-act-tokenizacion) (Regulation (EU) 2024/2809) raises to 12 million euros, with a national option of 5 million (Regulation (EU) 2017/1129, arts. 1 and 3).

## The nuance that avoids the costliest mistake

Because the token is a security, its advertising and marketing follow MiFID II rather than the crypto-asset regime. CNMV Circular 1/2022 on crypto-asset advertising does not apply, since that rule covered crypto-assets that are not financial instruments — and it was repealed on 28 December 2024 by Circular 1/2024 (BOE-A-2024-27149), with crypto-asset advertising now governed by Regulation (EU) 2023/1114 (MiCA). Mistaking a tokenised security for a crypto-asset, or the other way round, is the most common source of regulatory trouble in this field (Regulation (EU) 2023/1114, art. 2.4).

## A decision framework for issuers

Before structuring the offer, it helps to answer three questions: who is your target investor (institutional, family office or individual), what minimum ticket you will set, and through which channel you will distribute. Targeting qualified investors only makes the process faster and cheaper in exchange for a narrower universe. Opening up to retail multiplies reach but adds a prospectus and reinforced conduct obligations. The choice also affects later liquidity and the token [secondary market](/articulos/mercado-secundario-security-tokens-espana).

If you are structuring an issuance and are unsure which investor to address, [book a consultation](/meeting) and we will review it with you.

## FAQ

### Can I sell security tokens to individuals in Spain?

Yes, as long as you meet the retail-protection obligations: a prospectus unless exempt, a suitability or appropriateness test, and pre-contractual information. It is not forbidden, it is more regulated.

### Are qualified investor and professional client the same?

In practice, yes. The Prospectus Regulation refers to the MiFID II definition of professional client, so the qualified investor matches the professional and the eligible counterparty (Regulation (EU) 2017/1129, art. 2).

### Does CNMV Circular 1/2022 apply to my STO?

No, if the token is a security — and in any case that circular was repealed on 28 December 2024 by Circular 1/2024. It governed advertising of crypto-assets that are not financial instruments, a matter now covered by Regulation (EU) 2023/1114 (MiCA). Your offer follows the conduct rules of MiFID II and the LMVSI.

*This article is for informational purposes and does not constitute legal, financial or investment advice. Investor classification and prospectus exemptions depend on each specific case; consult a professional before making decisions.*