Quick answer
Tokenising a fund in Spain means representing the units of a collective investment scheme through distributed ledger technology instead of traditional book entries. The management company (SGIIC) keeps its functions, the depositary keeps its own, and an entity responsible for registration and recording (ERIR) administers the register on the network. It is a financial instrument: MiFID II and the LMVSI apply, not MiCA.
What is actually tokenised
A unit in a collective investment scheme is a financial instrument. Its nature does not change by being recorded on a blockchain: it remains the same economic and governance right over the fund's assets, with its net asset value, its prospectus and its subscription and redemption regime. What changes is the representation technique. Ley 6/2023 (Spain's Securities Markets Law, LMVSI) places systems based on distributed ledger technology (DLT) on the same footing as book entries and physical certificates as a valid way to represent transferable securities (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053).
The applicable regime follows from this classification. The tokenised unit is governed by the rules on collective investment schemes and by the securities markets framework, namely Spain's Collective Investment Schemes Act (Ley 35/2003) and the LMVSI itself, with MiFID II as the reference for the provision of investment services (Ley 35/2003 on collective investment schemes; MiFID II, Directive 2014/65/EU). The crypto-asset regulation is expressly out of scope: MiCA excludes from its remit crypto-assets that are financial instruments within the meaning of MiFID II (MiCA, Regulation (EU) 2023/1114, Art. 2(4)). This boundary governs everything else, from who may provide safekeeping to how ownership is recorded.
The role of the management company and the depositary
Tokenisation does not change the division of functions between the management company and the depositary. The collective investment scheme management company remains responsible for managing, administering and representing the fund, for calculating the net asset value and for complying with the investment policy set out in the prospectus. The depositary keeps the safekeeping of the fund's assets and the function of overseeing and supervising the management company's activity (Ley 35/2003 on collective investment schemes).
What the tokenised model adds is a layer for recording the units on the network. In the Azvalor Blockchain FI fund, launched in October 2025, the independent management company keeps its role and BNP Paribas Securities Services acts as depositary and administrator, while Allfunds Blockchain's infrastructure processes the orders on the network. It is a UCITS fund whose units are recorded on a private network, open in its initial phase to a closed group of selected investors to validate the operation. The precedent had been set by BBVA Asset Management in October 2024 with the BBVA Token Renta Fija Corto Plazo fund, also recorded on Allfunds Blockchain within the CNMV's controlled testing environment and accessible only to the bank's employees.
Why an ERIR is involved
When a collective investment scheme chooses to represent its units through DLT, the LMVSI requires the appointment of an entity responsible for registration and recording. The ERIR administers the register of the securities on the network, identifies the holders of rights, determines the nature and number of securities, and guarantees the integrity and immutability of the entries. Where the issuer appoints a single responsible entity and that entity is domiciled in Spanish territory, the LMVSI chapter on securities represented through DLT applies (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053).
The ERIR function is performed by authorised entities. The CNMV authorised Ursus-3 Capital, a brokerage firm, as the first ERIR in Spain on 22 November 2024, enabling it to register and administer the record of tokenised securities issuances. The rules also require the ERIR to have a contingency plan that ensures the continuity of the register in the event of incidents affecting the DLT network.
The process, step by step
The route to tokenising a fund combines corporate, regulatory and technological decisions. It is worth ordering them.
- Representation decision. The issuer decides to represent the units through DLT. The chosen form applies to the whole homogeneous issuance: units in book-entry form and units on the network cannot coexist within the same class.
- Documentary adaptation. The prospectus, the management regulations and the scheme's documentation reflect the use of DLT, the network employed and the entity acting as ERIR, with the information required by the collective investment framework (Ley 35/2003 on collective investment schemes).
- Appointment of the ERIR. An authorised entity is engaged to administer the register on the network and guarantee integrity, traceability and identification of holders (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053).
- Technological infrastructure. The recording network and the layer for issuing and processing orders through smart contracts are selected, with the cybersecurity and continuity controls imposed by the digital operational resilience framework (DORA, Regulation (EU) 2022/2554).
- Safekeeping and depositary services. The depositary keeps its functions over the fund's assets. Safekeeping of the tokenised units, as financial instruments, corresponds to entities authorised to provide it.
The controlled testing environment and secondary trading
Much of the Spanish activity has taken place in the CNMV's controlled testing environment, which allows business models or technologies to be tested under supervision before general roll-out. Both the BBVA pilot and the Azvalor one have been developed within that framework. The missing piece for a complete operation was secondary trading: on 26 November 2025 the CNMV authorised the first DLT-based trading and settlement system in Spain, operated by Securitize, which integrates the issuance, trading and settlement of tokenised financial instruments within a single infrastructure. The European Pilot Regime frames this kind of DLT-based market infrastructure (DLT Pilot Regime, Regulation (EU) 2022/858).
Advantages and their nuances
Fractionalisation is the most tangible advantage. Recording units on the network makes it easier to represent fractions and lower the minimum entry amount, opening up products previously reserved for large estates. Distribution is also simplified: the network can act as a common layer between management company, distributor and investor, reducing manual reconciliations between systems.
Liquidity deserves a cautious reading. Tokenisation does not by itself turn a fund into a deep-market asset. What the Spanish pilots add is faster settlement: the Azvalor fund introduces real-time execution and settlement of transactions, as against the usual subscription and redemption timeframes. Whether a liquid secondary market exists depends on there being counterparties and an authorised trading infrastructure such as Securitize's, not on the mere fact of tokenising. It is worth separating the improvement in operational settlement from the promise of market liquidity, which is not automatic.
Requirements that do not disappear
Tokenising does not relax the collective investment regime. The CNMV's authorisation and supervision persist, as do the obligations of the management company and the depositary, the marketing rules and investor disclosure. To this is added the digital operational resilience framework, which requires financial entities to govern technology risk, manage and report incidents, conduct resilience testing and oversee critical technology providers, fully applicable since 17 January 2025 (DORA, Regulation (EU) 2022/2554). The technological layer adds to the prior requirements; it does not replace them.
Frequently asked questions
Is a tokenised fund governed by MiCA?
No. The units of a collective investment scheme are financial instruments, so the LMVSI and MiFID II apply. MiCA excludes from its scope crypto-assets that are financial instruments (MiCA, Regulation (EU) 2023/1114, Art. 2(4)).
Who provides safekeeping of the tokenised units?
Safekeeping of tokenised financial instruments corresponds to authorised entities, such as credit institutions or investment services companies and brokerage firms. It is not a crypto-asset safekeeping service under MiCA, because the unit is not a crypto-asset for the purposes of that regulation.
Is it mandatory to appoint an ERIR?
Where securities are represented through DLT, the LMVSI requires an entity responsible for registration and recording to administer the register on the network and identify the holders (Ley 6/2023, Spain's Securities Markets Law, LMVSI, BOE-A-2023-7053).
Are there tokenised funds already operating in Spain?
Yes, in a validation phase. BBVA Asset Management launched BBVA Token Renta Fija Corto Plazo in October 2024 and Azvalor launched Azvalor Blockchain FI in October 2025, both within the CNMV's controlled testing environment and with limited access.
What this means for you
If you manage or advise on a collective investment scheme, tokenising is not a regulatory shortcut: it keeps the management company's and depositary's functions intact and adds an ERIR and a technological layer subject to DORA. For the investor, tokenised units retain the protection of the collective investment regime and of MiFID II. Before committing resources, it is worth verifying the authorisation of each participant and the real extent of the liquidity offered, which is not equivalent to that of a deep secondary market.
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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