---
title: "Real estate development financing: developer loans, tokenization and other options"
url: "https://www.unknowngravity.com/en/articulos/real-estate-development-financing-tokenization"
site: Unknown Gravity
published: "2026-10-13T15:37:35+00:00"
modified: "2026-10-13T15:37:35+00:00"
language: en-US
description: "A developer can finance a project with a bank developer loan and, alongside it or instead of it, by issuing tokenized bonds, raising funds on a crowdfunding platform or opening up the equity of a…"
section: "Home > Tokenization and Real World Assets (RWA) > Real estate development financing: developer loans, tokenization and other options"
---

# Real estate development financing: developer loans, tokenization and other options

**A developer can finance a project with a bank developer loan and, alongside it or instead of it, by issuing tokenized bonds, raising funds on a crowdfunding platform or opening up the equity of a special purpose vehicle.** Tokenization is not a source of money in itself: it is a way of issuing securities and recording them on distributed ledger technology (DLT). Here we compare the routes and what each one requires in Spain, with the legal basis for each requirement.

## The developer loan: how it works

According to the Banco de España, a developer usually finances construction with a bank loan. The [developer loan](https://clientebancario.bde.es/pcb/en/menu-horizontal/podemosayudarte/pymesautonomos/guia_textual/prestamo-a-promotor/) is financing for the property developer and for buyers of the finished homes, if they take it over by subrogation. Its usual features:

- it is structured as a loan or credit facility secured by a mortgage;
- it is drawn down in stages during construction: the bank authorizes each drawdown if the agreed requirements are met, such as delivering the construction progress certificates;
- it usually has a grace period of several years in which only interest is paid, while construction is completed, the loan is split among the units and they are sold;
- when the grace period ends, a buyer can take over the portion for their home, with the bank's approval, or have it canceled; the developer pays principal and interest on whatever remains unbuilt or unsold.

## Where the developer loan falls short

There is no official figure for how much a bank will lend or how many presales it will require before lending: each lender decides. What the rules do set out helps explain why presales and equity carry so much weight in the negotiation:

- **The capital it costs the bank.** Since January 1, 2025, under the standardized approach, exposures financing land acquisition, development or construction ("ADC exposures") carry a 150% risk weight (Regulation (EU) No 575/2013, Art. 126a, added by Regulation (EU) 2024/1623). For residential property they can carry 100% if the bank applies sound origination and monitoring standards and, in addition, legally binding presale or pre-lease contracts with a substantial deposit, or binding sale or lease contracts, even when paid in installments as construction progresses, make up a significant share of all contracts, or the developer has substantial equity at risk. The [EBA guidelines](https://www.eba.europa.eu/activities/single-rulebook/regulatory-activities/credit-risk/guidelines-adc-exposures-residential-property-under-crr-3) (EBA/GL/2025/03, applicable since November 4, 2025) set the figures: a deposit of at least 10% of the price on each presale, presales with that deposit and sales whose prices add up to at least 50% of the loan, or developer-contributed equity of at least 25% of the value of the completed project.
- **Presales are not free cash.** In residential developments, buyers' advance payments must be guaranteed with surety insurance or a bank guarantee from the time the building permit is obtained, paid into a separate special account and used only for construction (Law 38/1999 on Building Planning, First Additional Provision).
- **The early stages.** Drawdowns are tied to construction progress certificates: whatever the loan does not cover before construction starts has to come from equity or other financing.

## The alternatives: tokenized debt, crowdfunding and equity

| Route | What the developer issues | Main rules | Key feature |
| --- | --- | --- | --- |
| Tokenized bonds | Debt: bonds or notes of the company, represented on DLT | Capital Companies Act, Arts. 401 et seq.; Law 6/2023, Arts. 6 to 8 | Agreed interest and maturity; may be secured by a mortgage (Capital Companies Act, Art. 404) |
| Crowdfunding platform (ECSP) | Loans or securities through an authorized provider | Regulation (EU) 2020/1503 | Offers of up to €5 million per project owner over twelve months; the platform vets the project owner (Art. 5) |
| Equity in an SPV | Shares of an SPV corporation (S.A.), which can be represented on DLT | Capital Companies Act, Art. 92; Law 6/2023 | Investors become shareholders; no fixed payment |

### Issuing tokenized bonds

Spanish corporations and limited liability companies can issue numbered series of bonds (Capital Companies Act, Art. 401(1)). Unless the bylaws say otherwise, the board approves the issuance (Art. 406(1)). What you need to know:

- A limited liability company (S.L.) cannot issue more than twice its equity, unless the issuance is secured by a mortgage, a pledge of securities, a public guarantee or a joint and several guarantee from a credit institution, and it cannot issue bonds convertible into membership interests (Art. 401(2)).
- Unless the bonds are to be admitted to trading on a regulated market, an MTF or an OTF, or offered to the public with a prospectus, in which case no deed is needed (Law 6/2023, Art. 40), the issuance is recorded in a public deed, executed by the company and by a bondholders' trustee (comisario) who represents the future bondholders. The deed sets out the amount, interest, redemption, collateral and form of representation, which can be a DLT-based system (Art. 407). The company appoints the trustee and sets their fee (Art. 421(1)). A bondholders' syndicate is mandatory for public offers made in Spain with a prospectus and for offers exempt from a prospectus on size grounds (Law 6/2023, Art. 41).
- To represent the bonds on DLT, the company prepares the issuance document and appoints an ERIR (Law 6/2023, Arts. 6(1), 7 and 8(4)). The issuance does not require prior administrative authorization (Art. 34(1)).
- There are already cases on the register: the [CNMV record of URSUS-3 Capital, the only ERIR on its list as of October 13, 2026](https://www.cnmv.es/portal/consultas/esi/erir_esi.aspx?nif=A86796182&lang=es) lists DLT bond issuances by SPVs such as PROPTECH SPV TRES, S.A. (€7,962,000, CNMV entry of December 12, 2025) and OTESA SPV CAL, S.L.U. (€1,000,000, CNMV entry of April 17, 2026), the latter a limited liability company.

More technical detail in [tokenized bonds](/en/articulos/bonos-tokenizados).

### Crowdfunding platforms (ECSP)

This is the [real estate crowdfunding](/en/glosario/crowdfunding-inmobiliario) route, governed by Regulation (EU) 2020/1503:

- The regulation does not apply to offers above €5 million, calculated over twelve months per project owner, adding up what was raised on platforms and any public offers of securities made under the size-based prospectus exemption (Art. 1(2)(c)). It is a limit per project owner, not per project.
- It is business financing: it does not apply if the project owner is a consumer (Art. 1(2)(a)).
- The platform carries out minimum due diligence on the project owner: no criminal record for commercial, insolvency, financial services, money laundering or fraud offenses, and not established in a non-cooperative or high-risk jurisdiction (Art. 5).
- The project owner prepares the key investment information sheet, and liability for its content lies with the project owner or its administrative, management or supervisory bodies (Art. 23(2) and 23(9); Law 5/2015, Art. 51(2)).
- The terms of the offer bind the project owner from publication until it expires or the target is reached (Art. 22(1)), and non-sophisticated investors have four calendar days to revoke their offer (Art. 22(3)).
- The project owner does not need a banking license to accept the loans (Art. 1(3)). An offer by an authorized provider within the threshold is exempt from the prospectus requirement (Regulation (EU) 2017/1129, Art. 1(4)(k)), and the mandatory involvement of an investment services firm does not apply (Law 6/2023, Art. 36(2)).

### Equity in an SPV

- For the equity to be a security that can be tokenized, the [special purpose vehicle](/en/glosario/spv-vehiculo-de-proposito-especial) must be a corporation (S.A.): its shares are securities (Capital Companies Act, Art. 92(1)). Membership interests in an S.L. are not (Art. 92(2)), and transferring them requires a public document (Art. 106(1)).
- Opening up the equity means investors become shareholders, with the rights the law and the bylaws give them. It helps to understand what they are buying: we explain it in [investing in tokenized real estate](/en/articulos/tokenizacion-de-inmuebles).
- Check with your legal advisor that the company does not fall within the definition of a closed-ended collective investment entity: one that, without a commercial or industrial purpose, raises capital from investors through marketing in order to invest it under a defined investment policy. Such entities need an authorized management company (Law 22/2014, Art. 4(1) and 4(2)).

## What each route requires

| Requirement | Tokenized bonds or shares | Crowdfunding platform |
| --- | --- | --- |
| Prospectus | Required for a public offer, unless exempt: qualified investors, fewer than 150 per Member State, a minimum of €100,000 per investor (Regulation (EU) 2017/1129, Art. 1(4)) or less than €12 million over twelve months since June 5, 2026 (Art. 3(2); Law 6/2023 still says €8 million) | Exempt if made by an authorized provider within the €5 million threshold (Art. 1(4)(k)) |
| Intermediary | If an exempt offer is marketed to the general public, a firm authorized to provide investment services must be involved, validating the information and supervising the marketing (Law 6/2023, Art. 36(1), which for the size-based exemption still refers to offers below €8 million) | Not required (Art. 36(2)): the authorized platform provides the service |
| Register | An ERIR if represented on DLT (Arts. 6(1) and 8(4)), with its appointment recorded in the CNMV register | Only if securities are issued on DLT |
| Investor document | Prospectus or, without one, the issuance document (Art. 7) | Key investment information sheet, no longer than six sides of A4 (Art. 23) |

On either route, remember that property developers are obliged entities under Spain's anti-money laundering law (Law 10/2010, Art. 2(1)(l)), with or without tokenization. The step-by-step of an issuance is in [how to issue a security token in Spain](/en/articulos/como-emitir-security-token-espana).

## Timelines and costs: what the rules set

We do not publish market timelines or costs: they depend on each project and no official source sets them. What the rules do set:

- If there is a prospectus, the CNMV decides within ten working days of the draft being submitted, or twenty if the issuer has no securities admitted to trading on a regulated market and has not previously offered securities to the public. If it requests changes, the deadline, then ten working days, runs from when the revised draft is submitted (Regulation (EU) 2017/1129, Art. 20(2) to 20(4)).
- On a platform, non-sophisticated investors have four calendar days to revoke their offer (Regulation (EU) 2020/1503, Art. 22(3)): factor that in when planning the closing.
- The cost items that follow from the legal requirements: legal advice, notary (the public issuance deed, where required), the bondholders' trustee fee, the ERIR, the authorized firm if the offer is advertised to the public, the prospectus if there is no exemption, and the issuance technology.

## When each route fits

- **Developer loan:** still the usual construction financing if you have the presales and equity the bank asks for.
- **Crowdfunding platform:** needs of up to €5 million over twelve months, counting all your offers, if you want the offer published on an authorized platform.
- **Tokenized bonds:** if you want debt with its own interest rate and maturity, collateral such as a mortgage and a DLT register with an ERIR, and you can comply with the prospectus regime or the exemption you choose.
- **Equity in the SPV:** if you prefer to share the result instead of paying fixed interest.
- **Combining them:** it is possible, but the issuance deed must identify the collateral and where it is registered (Capital Companies Act, Art. 407(3)), so it is worth agreeing the ranking of each security interest with the bank.

## Frequently asked questions

### Does tokenization replace the developer loan?

Not necessarily. It is another way of raising funds, through debt or equity recorded on DLT, that can complement the bank loan. Presales, for their part, can only be used for construction and must be guaranteed (Law 38/1999, First Additional Provision).

### Do I need CNMV authorization to issue tokenized bonds?

The issuance does not require prior administrative authorization (Law 6/2023, Art. 34(1)). You do need a CNMV-approved prospectus for a public offer without an exemption (Arts. 35 and 39), the appointment of an ERIR recorded in the CNMV register if the securities are on DLT (Art. 8(4); Royal Decree 815/2023, Art. 2(b)) and an authorized firm if an exempt offer is marketed to the public (Art. 36(1)).

### Can a limited liability company (S.L.) issue tokenized debt?

Yes. An S.L. can issue bonds (Capital Companies Act, Art. 401(1)), up to twice its equity unless the issuance is secured by a mortgage, a pledge of securities, a public guarantee or a credit institution guarantee (Art. 401(2)). The CNMV register lists, for example, a DLT bond issuance by OTESA SPV CAL, S.L.U.

### How much can I raise on a crowdfunding platform?

Regulation (EU) 2020/1503 does not apply to offers above €5 million, calculated over twelve months per project owner, adding up all their platform offers and size-exempt public offers (Art. 1(2)(c)).

### Can I use presale money freely?

No. Advance payments from buyers go into a special account, separate from the developer's other funds, and can only be drawn on for expenses arising from building the homes (Law 38/1999, First Additional Provision, section one).

## How we work with developers

Unknown Gravity does not lend money or place issuances: we are a Spanish tokenization technology company. We build the issuance platform, the smart contracts and the integrations with the ERIR, the authorized firm and investor onboarding, and we work alongside your legal advisor. We are not an investment firm, an ERIR, a crowdfunding platform or a law firm. The details of the service are in [real estate tokenization](/en/servicios/tokenizacion-de-inmuebles).

## Official sources

- [Banco de España, Bank Customer Portal: property developer loan](https://clientebancario.bde.es/pcb/en/menu-horizontal/podemosayudarte/pymesautonomos/guia_textual/prestamo-a-promotor/)
- [Banco de España: buying off-plan and the developer loan (September 11, 2025, in Spanish)](https://clientebancario.bde.es/pcb/es/blog/comprar-sobre-plano-claves-para-entender-el-prestamo-del-promotor.html)
- [Capital Companies Act, Arts. 401 to 433 (BOE, in Spanish)](https://www.boe.es/buscar/act.php?id=BOE-A-2010-10544)
- [Law 6/2023 on Securities Markets and Investment Services (BOE, in Spanish)](https://www.boe.es/buscar/act.php?id=BOE-A-2023-7053)
- [Regulation (EU) 2020/1503 on crowdfunding service providers (EUR-Lex)](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32020R1503)
- [Regulation (EU) 2017/1129 on prospectuses, consolidated as of June 5, 2026 (EUR-Lex)](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:02017R1129-20260605)
- [Regulation (EU) 2024/1623, which adds Art. 126a to Regulation (EU) No 575/2013 (EUR-Lex)](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32024R1623)
- [Law 38/1999 on Building Planning (BOE, in Spanish)](https://www.boe.es/buscar/act.php?id=BOE-A-1999-21567)

*Framework verified as of October 13, 2026.* This content is informative only and is not legal, tax or investment advice. Are you weighing a tokenized issuance to finance your next development? [Talk to us](/en/meeting).