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Regulated tokenisation in Spain: the complete guide

Quick answer: tokenising an asset in Spain in a regulated way means representing a transferable security through book entries on distributed ledger technology (DLT), within the framework of Law 6/2023 on Securities Markets and Investment Services (LMVSI) and MiFID II, not MiCA. Issuance requires a Registration and Recording Responsible Entity (ERIR), a prospectus or an exemption from it, and usually regulated custody. This guide is the starting point: each block summarises one topic and links to the full analysis.

Tokenisation combines securities law with technology. How the asset is classified determines the whole chain: if the token is a transferable security, the LMVSI and MiFID II regime applies; if it is a crypto-asset, MiCA applies. The six blocks below walk that path from start to finish.

1. The legal framework: which law applies to each token

The first decision is not technological but legal: classifying the asset. That classification determines the applicable regime, the competent supervisor and the disclosure obligations.

LMVSI and representation through DLT

Law 6/2023 (LMVSI) allows transferable securities to be represented through systems based on distributed ledger technology, replacing the traditional book-entry support. It is the direct legal basis for securities tokenisation in Spain. We analyse the LMVSI and tokenisation here.

MiCA versus MiFID II

MiCA regulates crypto-assets that are not financial instruments; MiFID II regulates transferable securities, including tokenised ones. Knowing which applies defines the entire project. We develop this in MiCA versus MiFID II and in tokenised securities versus crypto-assets. The timeline for MiCA's application in Spain is covered in the MiCA deadlines in Spain for 2026.

The ERIR role

The Registration and Recording Responsible Entity (ERIR) is the figure that takes on the keeping of the register of tokenised securities on DLT. It functionally replaces the role of the central securities depository in traditional issuances. We explain it in tokenisation under the ERIR regime and compare its fit with classic infrastructure in ERIR versus Iberclear.

2. How to issue: from design to placement

Once the asset is classified as a security, issuance follows primary-market rules: an issuance document or prospectus, the option to test in a controlled environment, and an orderly placement process.

STO and the prospectus

A Security Token Offering (STO) is an issuance of tokenised securities; it differs from an ICO and an IPO in its nature and regime. Unless exempt, it requires an approved prospectus or the corresponding information document. We compare them in STO versus ICO versus IPO.

The CNMV sandbox

The financial sandbox allows tokenisation projects to be tested in a supervised environment before launch to the market, reducing regulatory risk. We explain access and the process in the CNMV sandbox for tokenisation.

3. By asset class: what changes depending on what you tokenise

The general regime takes a different shape depending on the underlying. Each asset class brings its own structuring and documentation requirements.

Investment funds

Tokenising a fund's units affects the relationship with the management company, the register of unitholders and the subscription and redemption process. The detailed procedure is in how to tokenise an investment fund in Spain.

Debt and real estate

Tokenised debt (promissory notes, bonds) and fractionalised real estate are two of the use cases with the most traction, each with its own legal and tax engineering. Correctly classifying the instrument, addressed in tokenised securities versus crypto-assets, is the first step in both.

4. Custody and infrastructure: where the tokens live

Issuing is only the beginning: tokenised securities need regulated custody, reliable DLT infrastructure and legal validity for automation.

Custody of digital assets

Custody of tokenised securities has specific requirements for segregation, key control and liability. We address it in custody of digital assets in Spain.

DLT, Iberclear and smart contracts

The relationship between the DLT-based register and traditional post-trade infrastructure is analysed in ERIR versus Iberclear. The legal effectiveness of the smart contracts that automate payments and corporate events is covered in the legal validity of smart contracts in Spain.

5. Taxation: how security tokens are taxed

The tax treatment depends, once again, on the nature of the token. A tokenised security is not taxed like a crypto-asset, and there are specific reporting obligations.

Taxation of security tokens

The taxation of tokenised securities broadly follows that of the securities they represent. We develop this in the taxation of security tokens in Spain and compare it with crypto in security token versus crypto taxation.

Reporting obligations: DAC8

The DAC8 directive extends the automatic exchange of information to tokenised assets and crypto-assets. Its implications for issuers and platforms are in DAC8 and tokenised assets.

6. Glossary and services

For the technical terms that appear throughout the cluster, we keep a tokenisation glossary. On the services side, we offer structuring of security tokens and our ERIR platform for token registration and control.

What this means for you

If you are considering tokenising an asset in Spain, the order of decisions matters: first classify the asset, then choose the regime (LMVSI/MiFID II or MiCA), then design the issuance and custody, and finally resolve taxation and reporting obligations. Skipping the first step is the most common reason projects stall in legal review. Every link in this guide takes you to the detail of the block you need.

Want to validate your specific case with our team? Book a meeting and we will review the structure, the applicable regime and the timelines.

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).

Unknown Gravity

About the author

High-performance consulting specialized in Blockchain. Experts in tokenization.

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