Tokenizing real estate does not mean putting the building on a blockchain, but issuing securities that represent rights over the corporate vehicle that owns it. The investor buys a stake in that company, not square meters. That distinction determines the applicable rules and explains why the exercise is legal before it is technical.
When you invest in tokenized real estate you do not buy the property: you buy shares, debt or another right against the special purpose vehicle that owns it, represented by a token. That difference determines what you get paid, what risk you take and what protection the law gives you. This guide explains, for investors in Spain, what you are buying, which rules protect you and what to check before you put money in. If you are a developer preparing a tokenized issuance, the details are in real estate tokenization. This guide covers Spain and the EU. For US rules (SEC, Regulation D), see real estate tokenization in the United States.
What you actually buy when you invest in tokenized real estate
A token cannot own a building. The property stays in the name of a company, usually a special purpose vehicle (SPV), and what gets tokenized is a right against it. Which right it is changes what you earn and what you risk:
| What you buy | What it is legally | Where your return comes from | Where your ownership is recorded |
|---|---|---|---|
| Shares of an SPV corporation (S.A.) | Transferable securities (Capital Companies Act, Art. 92(1); Law 6/2023, Art. 2(1)(a)) | Dividends, if the company pays them, and the gain when you sell or the company is wound up. No guaranteed amount | In the DLT register administered by an ERIR (Law 6/2023, Arts. 6(1) and 8(4)), if they are represented that way |
| Bonds or notes issued by the SPV | Transferable securities that acknowledge a debt (Capital Companies Act, Art. 401; Law 6/2023, Art. 2(1)(a)) | Interest and repayment of principal under the issuance deed (Capital Companies Act, Art. 407(2)), with default risk | Same as shares |
| Membership interests in a limited liability company (S.L.) | Not securities (Capital Companies Act, Art. 92(2)). Transfers must be recorded in a public document (Art. 106(1)) and, unless the bylaws say otherwise, a sale to third parties requires the company's consent (Art. 107(2)) | Dividends and capital gains | The token alone is not enough to transfer them |
| A loan through a crowdfunding platform | A loan agreement (Regulation (EU) 2020/1503, Art. 2(1)(b)), not a security | Interest on a payment schedule, with default risk | In the loan agreement |
So the first step is to read exactly which right the token represents. If they are tokenized bonds, you are a creditor: you earn interest but do not share in the property's appreciation. If they are shares, you are a shareholder: you share in the appreciation, but you have no agreed amount or payment date.
The process for the investor
- Onboarding and identification. The firm placing the issuance identifies you before you invest. Investment firms and credit institutions are obliged entities under Spain's anti-money laundering law and must identify the customer and the beneficial owner (Law 10/2010, Arts. 2(1), 3 and 4).
- Test. You will be asked about your knowledge and experience: that is the MiFID II appropriateness test or, on a crowdfunding platform, the entry knowledge test. We explain both below.
- Reading the document. The prospectus, if there is one. If not, the issuance document that Law 6/2023 requires for securities on DLT (Art. 7) or the platform's key investment information sheet (Regulation (EU) 2020/1503, Art. 23). It tells you which right you are buying, with which guarantees and which maturity.
- Subscription and payment.
- Recording your ownership. If the securities are on DLT, a transfer takes place through the transfer recorded in the distributed ledger (Law 6/2023, Art. 11(1)), and whoever appears in it is presumed to be the owner (Art. 13(1)). Your wallet shows the token; what proves it is yours is that register.
How Spanish law protects you
There is no "tokenized real estate" law. Your protection depends on how the investment is offered to you, and it comes in four layers.
1. Prospectus or exemption
Offering securities to the public requires publishing a prospectus first (Law 6/2023, Art. 35(1); Regulation (EU) 2017/1129, Art. 3(1)), which in Spain is approved by the CNMV, the securities regulator (Law 6/2023, Art. 39). At a minimum, the issuer and its directors are liable for the prospectus, and the claim expires three years after you could have learned of the misstatement or omission (Art. 38).
An offering can be made without a prospectus if it relies on an exemption:
- offers made only to qualified investors, to fewer than 150 persons per Member State not counting qualified investors, or with a minimum investment of €100,000 per investor (Regulation (EU) 2017/1129, Art. 1(4)(a), (b) and (d));
- by size: since June 5, 2026, less than €12 million per issuer or offeror over twelve months, without an EU passport (Art. 3(2)). Law 6/2023 still says €8 million (Art. 35(2)(b)) and, according to the CNMV, is pending amendment.
If an offer that is exempt because it targets fewer than 150 investors per Member State, requires at least €100,000 per investor or falls below the size threshold is marketed to the general public, a firm authorized to provide investment services must be involved, validating the information given to investors and supervising the marketing process (Law 6/2023, Art. 36(1)). That article still sets the size limit at €8 million: until it is amended, an offer between €8 million and €12 million should be reviewed with a legal advisor. The CNMV may require a prospectus if the issuer or the instrument is complex (Art. 36(3)). And it is worth knowing what the CNMV itself says: if an offer does not require a prospectus, the CNMV takes no action on it, and ensuring compliance is the responsibility of the issuer or offeror.
2. Crowdfunding platforms (ECSP) and their limits
If you invest through a real estate crowdfunding platform, Regulation (EU) 2020/1503 applies. Only legal persons authorized as crowdfunding service providers may provide the service (Art. 3(1)). In Spain they are authorized by the CNMV, although a provider authorized in another Member State may also operate (Law 5/2015, Art. 47). The regulation distinguishes between sophisticated and non-sophisticated investors (Art. 2(1)(j) and (k)) and gives non-sophisticated investors these protections:
- an entry knowledge test before full access is granted, reviewed every two years (Art. 21(1) to 21(3));
- a simulation of their ability to bear loss, calculated as 10% of their net worth, reviewed every year (Art. 21(5) and 21(6));
- a risk warning, their express consent and proof that they understand the investment and its risks each time they invest more than €1,000 or 5% of their net worth, whichever is higher (Art. 21(7));
- a reflection period of four calendar days to revoke their offer without giving a reason and without penalty (Art. 22(2) and 22(3));
- a key investment information sheet for each offer, no longer than six sides of A4 paper when printed (Art. 23(2) and 23(7)).
It also has limits. There is no cap on how much you can invest: the simulation does not prevent you from investing (Art. 21(6)). The project owner prepares the information sheet, which warns that the offer has not been verified or approved by the authorities, that the investment is not covered by deposit guarantee or investor compensation schemes, and that you should not invest more than 10% of your net worth in crowdfunding projects (Art. 23(6)). And the regulation does not apply to offers above €5 million, calculated over twelve months per project owner (Art. 1(2)(c)).
3. MiFID II: the appropriateness and suitability tests
If you buy tokenized shares or bonds through an investment firm or a bank, you are protected by the conduct rules of Directive 2014/65/EU (MiFID II, Art. 25(2) and 25(3)), which in Spain are set out in Law 6/2023:
- Appropriateness (Art. 205). If the firm does not advise you, it must ask about your knowledge and experience with that type of product. If it considers the product is not appropriate for you, it warns you; if you do not provide the information, it warns you that it cannot assess it. With a complex instrument, you also sign a handwritten statement acknowledging that warning (Art. 205(6)).
- Suitability (Art. 204). If the firm advises you or manages your portfolio, it must also know your financial situation, including your ability to bear losses, and your objectives, and it may only recommend what is suitable for you.
As an individual, unless you request and obtain different treatment, you are a retail client: anyone who is not a professional client is (Art. 193). A firm may skip the appropriateness test only for non-complex instruments (Art. 207), and the basic list in Art. 208(1) includes shares and bonds only when they are admitted to trading on a regulated market, an equivalent third-country market or an MTF.
4. The register: the ERIR
If the securities are represented on distributed ledger technology (DLT), the issuer appoints an entity responsible for administering the registration and record-keeping (ERIR). It manages the identification of holders, corporate events and encumbrances, and it must be authorized to safekeep and administer financial instruments (Law 6/2023, Arts. 8(4) and 126(a)). If the securities are admitted to trading on a DLT market infrastructure, that responsibility falls on the infrastructure (Art. 8(5)). The appointment is recorded in an official CNMV register (Royal Decree 815/2023, Art. 2(b)). As of October 13, 2026, the CNMV list includes a single investment firm designated as an ERIR, URSUS-3 Capital, A.V., S.A. The CNMV itself warns that this registration does not mean it has validated the terms of the issuance or the information provided by the issuer.
The risks, in order of importance
- Property and developer risk. Tokenization does not remove real estate risk. If construction is delayed, the property is not leased or the company cannot pay, the token is worth whatever the underlying right is worth.
- Default. With debt, your return depends on the company paying. Check whether the issuance has collateral, such as a mortgage on the property (Capital Companies Act, Art. 404(1)(a)), and that the issuance deed identifies it (Art. 407(3)).
- Liquidity. Nobody is required to buy your token back. A crowdfunding platform's bulletin board only advertises buying and selling interest and cannot match orders (Regulation (EU) 2020/1503, Art. 25(1) and 25(2)). If the securities are not admitted to trading, selling depends on finding a buyer: be prepared to hold until maturity.
- Valuation. Without a market setting the price, the token's value depends on the property appraisal and the company's accounts. Ask who values the asset, how often and with which method.
- Platform and custody. If the securities sit in a DLT register administered by an ERIR, your ownership is recorded in that register (Law 6/2023, Arts. 8(4) and 13(1)), not only in the platform's database. Check whether you appear in your own name or through an authorized firm acting on behalf of its clients, which the law also allows (Art. 13(1)). If there is no ERIR, ask what happens to your investment if the platform shuts down.
- Legal structure. Debt and equity are not in the same position if the company runs into trouble. Understand yours before looking at the advertised return.
Tax basics for investors resident in Spain
For an individual who is tax resident in Spain, as a general rule (Personal Income Tax Law 35/2006):
- dividends on shares and interest on debt are income from movable capital (Art. 25(1)(a) and 25(2)) and are taxed in the savings base (Art. 46(a));
- when you sell shares, the difference is a capital gain or loss (Art. 33(1)), also taxed in the savings base (Art. 46(b)); with debt, a sale or redemption is taxed as income from movable capital (Art. 25(2)(b));
- since 2025, the savings base is taxed at 19% up to €6,000, 21% up to €50,000, 23% up to €200,000, 27% up to €300,000 and 30% above that (combined national and regional scales, Arts. 66(1) and 76);
- a 19% withholding on account generally applies to income from movable capital (Art. 101(4)).
This is a general summary: your actual tax treatment depends on your residence and personal situation. Review it with your tax advisor.
How to check a platform before investing
- Is it authorized, and for what? Look it up in the CNMV entity search (investment firms and banks), in the CNMV list of crowdfunding service providers or in the register of crowdfunding service providers kept by ESMA (Regulation (EU) 2020/1503, Art. 14).
- Does it have warnings? Check the CNMV warnings. The CNMV states that the list is not exhaustive: not appearing on it does not mean being authorized.
- Is there a prospectus, or which exemption does it use? If the offer is advertised to the public without a prospectus, ask which authorized firm is involved (Law 6/2023, Art. 36(1)).
- Where is your ownership recorded? Check the CNMV list of ERIRs to see who records the issuance.
- What right are you buying, and with which guarantees? If the document does not say who the issuer is, which company is involved, which right the token represents, what collateral it has and what exit exists if no buyer appears, that is a bad sign.
- Did they test you? If nobody asks about your knowledge and experience, ask why.
Tokenized real estate, real estate crowdfunding or SOCIMI
All three give you real estate exposure without buying an apartment, but under different rules:
| Tokenized real estate | Real estate crowdfunding | SOCIMI (Spanish REIT) | |
|---|---|---|---|
| What you buy | Shares or bonds of an SPV, usually on DLT | Loans, securities or membership interests through an authorized platform | Shares of a listed company that invests in rental property |
| Main rules | Law 6/2023 and Regulation (EU) 2017/1129 | Regulation (EU) 2020/1503 | Law 11/2009 |
| Key requirement or limit | Prospectus or exemption; intermediary if marketed to the public (Law 6/2023, Art. 36(1)) | Offers of up to €5 million per project owner over twelve months (Art. 1(2)(c)) | Minimum share capital of €5 million and at least 80% of assets in urban rental property and other investments the law allows (Arts. 5(1) and 3(1)) |
| Liquidity | Depends on finding a buyer, unless admitted to trading | Bulletin board, which is not a market (Art. 25) | Its shares must be admitted to trading on a regulated market or an MTF (Art. 4) |
| Retail protection | Appropriateness or suitability test by the firm (Law 6/2023, Arts. 204 and 205) | Entry test, loss simulation, four-day reflection period and information sheet (Arts. 21 to 23) | MiFID II rules of the firm you buy through |
More detail in our SOCIMI glossary entry.
Frequently asked questions
Can I invest in tokenized real estate as an individual?
Yes, if the offer is open to retail investors. Some offers use prospectus exemptions designed for qualified investors or with a minimum of €100,000 per investor (Regulation (EU) 2017/1129, Art. 1(4)). If the offer is marketed to the public, an authorized firm must be involved (Law 6/2023, Art. 36(1)), and if you buy through an investment firm, it will run the appropriateness test (Art. 205).
If I buy a token, do I own the property?
No. The property belongs to the SPV. You hold shares, debt or another right against it, and if the securities are on DLT your ownership is recorded in the register administered by the ERIR (Law 6/2023, Arts. 8(4) and 13(1)).
What happens to my investment if the platform shuts down?
It depends on where your ownership is recorded. If the securities sit in a DLT register administered by an ERIR, whoever appears in that register is presumed to be the owner (Law 6/2023, Art. 13(1)), regardless of the platform. The person recorded may be the investor or an authorized firm acting on behalf of its clients (Art. 13(1)): ask which applies to you. If there is no ERIR or legally effective register, ask for a written explanation of what happens in that case.
How is income from tokenized real estate taxed?
For a Spanish tax resident, as a general rule, dividends and interest are income from movable capital and a sale of shares produces a capital gain or loss; all of it goes to the savings base, taxed since 2025 at rates between 19% and 30% (Law 35/2006, Arts. 25, 33, 46, 66 and 76).
Is it the same as real estate crowdfunding?
No. Real estate crowdfunding runs through a provider authorized under Regulation (EU) 2020/1503, with its own protections and a limit of €5 million per project owner over twelve months. Tokenized real estate is usually an issuance of securities on DLT with an ERIR, subject to the prospectus regime of Law 6/2023 and Regulation (EU) 2017/1129.
How we work at Unknown Gravity
Unknown Gravity is a Spanish tokenization technology company. We build issuance platforms, smart contracts and integrations for developers and issuers; we do not sell investments or advise investors, and we are not an investment firm, an ERIR, a crowdfunding platform or a law firm. If you are a developer, start with how to issue a security token in Spain.
Official sources
- Law 6/2023 on Securities Markets and Investment Services (BOE, in Spanish)
- Capital Companies Act, Royal Legislative Decree 1/2010 (BOE, in Spanish)
- Regulation (EU) 2020/1503 on crowdfunding service providers (EUR-Lex)
- Regulation (EU) 2017/1129 on prospectuses, consolidated as of June 5, 2026 (EUR-Lex)
- CNMV: entities and infrastructures designated as ERIR
- ESMA: databases and registers, including crowdfunding service providers
- Personal Income Tax Law 35/2006 (BOE, in Spanish)
- Law 11/2009 on SOCIMIs (BOE, in Spanish)
Framework verified as of October 13, 2026. This content is informative only and is not legal, tax or investment advice. Are you a developer preparing a tokenized issuance? Talk to us.