GLOSSARY · BLOCKCHAIN & WEB3
ERIR (Entity Responsible for the Registration and Recording)
Spain's Law 6/2023 requires an ERIR to register tokenized securities on DLT. See who may act as one, what it answers for and why the CNMV supervises it.
WHAT IS IT? · FOR DUMMIES
The ERIR is the body that keeps the official record of who owns each security (shares, bonds, units) when that security is issued on a blockchain. It works like a traditional securities registry, but on distributed ledger technology: it records who holds what and gives that entry legal effect. Without a designated ERIR, you cannot issue tokenized securities with legal backing in Spain.
WHAT IS IT? · PRO
The ERIR (Entity Responsible for the Registration and Recording) is the figure created by Spain's Securities Markets and Investment Services Act (Law 6/2023, LMVSI) to handle the registration and recording of transferable securities represented through distributed ledger technology (DLT), such as blockchain. It is the digital equivalent of the entity that keeps the book-entry records of traditional securities (Law 6/2023 LMVSI, BOE-A-2023-7053).
It is designated in the issuance document of the securities. The ERIR is liable to anyone harmed by a failure to register, by inaccuracies or delays in the record and, in general, by any breach of its obligations.
For primary-market issuance, the ERIR must be an entity authorized to provide custody of financial instruments in Spain: a credit institution, an investment firm (sociedad de valores) or a broker-dealer (agencia de valores). Its activity is supervised by the CNMV. The first ERIR authorized in Spain was Ursus-3 Capital, on 22 November 2024.
The ERIR should not be confused with an identity or KYC service: its function is registral. Nor is it governed by MiCA, because transferable securities are financial instruments and fall under MiFID II and the LMVSI (MiCA Regulation (EU) 2023/1114, Art. 2(4)). The trading infrastructure for these securities may, in addition, operate under the DLT Pilot Regime (Regulation (EU) 2022/858).
The law never uses the acronym ERIR: article 8 refers to the "entidad responsable de la administración de la inscripción y registro de los valores negociables representados mediante sistemas basados en tecnología de registros distribuidos", the entity responsible for administering the registration and recording of transferable securities represented through distributed ledger technology. ERIR is the market's shorthand for it. Appointing one is a precondition for issuing, not a later formality: Hokenfi sets out how the register works in practice and how the responsible entity is appointed.
01 / Key points
- Registers and records transferable securities (shares, bonds, units) represented through DLT/blockchain.
- A figure created by Law 6/2023 (LMVSI); designated in the issuance document.
- In the primary market it must be an entity authorized to provide custody of financial instruments: a credit institution, an investment firm or a broker-dealer.
- Liable for failure to register and for inaccuracies or delays in the record.
- Supervised by the CNMV. The first authorized ERIR was Ursus-3 Capital (22 November 2024).
- It is not an identity/KYC service and is not governed by MiCA (securities fall under MiFID II and the LMVSI).
02 / Advantages
- Allows an issue of transferable securities to be represented using DLT in compliance with the registry regime of the LMVSI.
- Replaces the traditional book-entry record with a DLT-based registry that offers the same guarantees.
- Has clearly defined legal liability for failures, inaccuracies or delays in the record.
- Enables the issuance of security tokens with regulatory backing in Spain.
03 / Disadvantages
- Requires the involvement of a regulated entity authorized to provide custody of financial instruments.
- It is a recent figure, with still few operators authorized by the CNMV.
- Subject to CNMV supervision and to demanding technical requirements.
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