Quick answer
Law 6/2023 recognises distributed ledger technology as a valid way to represent transferable securities, alongside book entries and physical certificates. To issue on a blockchain it requires an issuance document and the involvement of an entity responsible for registration and recording (ERIR, the entity responsible for the registration and recording of DLT securities), supervised by the CNMV.
When a security is tokenised, it does not stop being a financial instrument. The technological format changes, but its legal regime does not: it remains subject to securities markets rules and to the competent supervisor. Ley 6/2023 (Spain's Securities Markets Law, LMVSI), of 17 March, on Securities Markets and Investment Services, organises this fit and gives legal certainty to anyone wishing to issue shares, bonds or other securities on a distributed ledger (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053).
From the book entry to the distributed ledger
Spanish law used to represent transferable securities in two ways: through physical certificates and through book entries, the latter being the dominant system for listed securities. The LMVSI adds a third route and places it on the same legal footing: systems based on distributed ledger technology. The article on the representation of transferable securities expressly recognises this option and sets the conditions for a distributed ledger to produce the same effects as a book entry (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053, Art. 6).
The change is not cosmetic. The security comes into existence with its first record in the system, and a transfer is perfected once the movement is recorded on the distributed ledger itself. On that basis, the LMVSI also governs how limited rights in rem —a pledge, for example— are created over tokenised securities, so that the blockchain can underpin secured financing transactions (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053, Arts. 10 et seq.).
A tokenised security is still a financial instrument
It is worth fixing the starting rule, because it governs everything else. A security represented through DLT remains a financial instrument for the purposes of the LMVSI and MiFID II. The law itself makes this clear when defining the instruments within scope: they qualify as such even when issued, recorded, transferred or stored using distributed ledger technology (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053, Art. 2; MiFID II, Directive 2014/65/EU).
From this follows the boundary with the crypto-asset regulation: if what is tokenised is a financial instrument, the securities markets regime applies and it falls outside the scope of MiCA, which expressly excludes crypto-assets that already qualify as financial instruments (MiCA, Regulation (EU) 2023/1114, Art. 2(4)). A token of a share or a bond is, in legal terms, that share or that bond on a different format; not a crypto-asset governed by MiCA.
The issuance document
To issue securities on a distributed ledger, the LMVSI requires an issuance document. In this environment it replaces the public deed or equivalent document that traditionally gave certainty about a security's features. It must describe the securities issued and, specifically, the systems on which they are recorded: the essential aspects of how those systems operate and are governed, so that any holder can understand how the ledger is technically administered and who is accountable for it (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053, Art. 7).
The issuance document serves a dual purpose. Towards the investor, it organises the minimum information about the security and the infrastructure. Towards the supervisor, it sets a verifiable reference point for the ledger's rules. Where applicable, it does not replace the prospectus or the other transparency obligations arising from the general regime for public offers and admission to trading; it operates alongside them.
The ERIR: who is accountable for the register
The most significant institutional novelty is the figure of the entity responsible for registration and recording, the ERIR. The provision governing it is titled, literally, after the entities in charge of book-entry recording and the entities responsible for administering the registration and recording of securities represented through systems based on distributed ledger technology (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053, Art. 8).
The ERIR is the entity that administers the distributed ledger of an issuance and takes responsibility for ensuring that the entries reflect the ownership of and charges over the securities. In the primary market, not just any party can perform this function: it must be an entity authorised to provide safekeeping of financial instruments, which in practice means credit institutions and investment firms —investment services companies or brokerage firms— authorised to provide the safekeeping and administration service. In this way, the law prevents the administration of a securities register from being left in the hands of an operator not subject to the authorisation and supervision regime proper to the securities market (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053, Art. 8).
The CNMV maintains a register of the entities responsible for registration and recording, which makes it possible to identify who administers each tokenised issuance and under what conditions. The first ERIR authorised by the CNMV was Ursus-3 Capital, on 22 November 2024, a milestone that marked the figure becoming operational in Spain.
The ERIR's responsibilities
The ERIR's obligations revolve around three practical pillars: guaranteeing the integrity and immutability of the register, so that entries cannot be altered without authorisation; ensuring that what is recorded matches the legal reality of the securities; and maintaining service continuity, anticipating what happens if the system fails or the entity ceases its function. Where the securities are admitted to trading, its liability regime intensifies because those entries project onto the secondary market (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053, Art. 8).
Relationship with the DLT Pilot Regime
The LMVSI does not operate in a European vacuum. Its rules on DLT securities are designed to enable, in Spain, the application of the Pilot Regime on market infrastructures based on distributed ledger technology, which creates a temporary framework with exemptions so that trading venues and settlement systems can operate tokenised securities under controlled conditions (DLT Pilot Regime, Regulation (EU) 2022/858; Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053, Art. 6).
The division of labour is this: the Pilot Regime enables the market infrastructures —how tokenised securities are traded and settled at European scale— and the LMVSI resolves the representation of the security under Spanish law and the accountability for its register. A tokenised issuance that aims to be traded therefore needs to combine both layers: the European regulation's cover for the infrastructure and the Spanish law's support for representation and the ERIR.
What changed compared with the previous Securities Markets Law
The 2015 consolidated text of the Securities Markets Law did not contemplate distributed ledger technology as a form of representing securities. The LMVSI repeals it and reorganises the matter with three contributions that did not exist before: recognition of DLT alongside certificates and book entries; the requirement of the issuance document for tokenised securities; and the creation of the ERIR as an identifiable party accountable for the register, listed with the CNMV. To this is added the incorporation into Spanish law of the European regulations on crypto-assets and on DLT infrastructures, which the previous rules could not capture because they came later (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053).
The implementing regulations complete the picture. Royal Decree 814/2023 on financial instruments, admission to trading, the registration of transferable securities and market infrastructures spells out aspects of the representation and recording regime that the law states in more general terms (Royal Decree 814/2023).
Frequently asked questions
Does tokenising a share turn it into a MiCA crypto-asset?
No. If the underlying asset is a financial instrument, its tokenised version remains one and stays under MiFID II and the LMVSI. MiCA excludes from its scope crypto-assets that qualify as financial instruments (MiCA, Regulation (EU) 2023/1114, Art. 2(4)).
Can an unlicensed technology company be the ERIR for its own issuance?
In the primary market, generally not. The ERIR function corresponds to entities authorised to safekeep financial instruments, such as credit institutions or authorised investment firms (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053, Art. 8).
Does the issuance document replace the prospectus?
No. It is a specific requirement for securities represented through DLT that describes the security and the recording system. The prospectus and transparency obligations of the general regime remain where applicable (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053, Art. 7).
Is the LMVSI enough on its own to trade tokenised securities on a market?
Representation and recording are resolved by the LMVSI, but trading and settlement of tokenised securities on market infrastructures rely on the European Pilot Regime (DLT Pilot Regime, Regulation (EU) 2022/858).
What this means for you
If you are weighing issuing securities on a blockchain, the LMVSI gives you a recognised legal route, but a conditioned one. It pays to start from a correct classification of the asset, because the whole applicable regime depends on it: a financial instrument means the LMVSI and MiFID II, not MiCA. From there, the project needs a well-built issuance document and the appointment of an ERIR that is authorised and listed with the CNMV. And if the goal includes secondary trading, you will also need to look at the Pilot Regime. Structuring these pieces from the design stage of the issuance avoids having to rebuild the project once the supervisor reviews it.
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).
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