SPV (Special Purpose Vehicle)

Where it appears in the law. EU securitization law defines the securitization special purpose entity (SSPE): a corporation, trust or other entity, other than an originator or sponsor, set up to carry out one or more securitizations, whose activities are limited to that purpose and whose structure isolates its obligations from those of the originator (Art. 2(2) of Regulation (EU) 2017/2402). In Spain, the typical securitization vehicle is the securitization fund: a separate pool of assets with no legal personality that issues fixed-income securities (Art. 15 of Law 5/2015), run by a management company authorized by the CNMV, the Spanish securities regulator (Arts. 25 and 27). These managers may also run similar “special purpose vehicles” set up abroad (Art. 25.2).

S.L. or S.A.? The corporate form determines what can be tokenized:

• Public limited company (S.A.): minimum capital of EUR 60,000 (Art. 4.2 LSC). Its shares are securities and may be represented by certificates or book entries (Art. 92.1).
• Private limited company (S.L.): minimum capital of one euro (Art. 4.1). Its membership units cannot be represented by certificates or book entries and are never securities (Art. 92.2). It can issue bonds, up to twice its equity unless backed by certain guarantees, but never bonds convertible into units (Art. 401.2).

How it is used in tokenization. The SPV owns the asset, and investors buy the SPV's shares or bonds. Spain's Law 6/2023 allows transferable securities to be represented using distributed ledger technology (Art. 6.1), and the issuer appoints the entity that administers their registration, the ERIR (Art. 8.4). This is the usual setup in real estate tokenization: one SPV per building or development. With an S.L., the route is debt, as we explain in tokenizing company shares. For the U.S. case, see real estate tokenization in the United States.

SPV, SOCIMI and fideicomiso. An SPV set up as a company is an ordinary commercial company with no special tax regime of its own. A SOCIMI does have one, but it must be listed, have EUR 5 million in capital and hold at least 80% of its assets in urban rental property or similar assets (Arts. 3.1, 4 and 5.1 of Law 11/2009). The Latin American fideicomiso plays the same ring-fencing role, but without shareholders: a trustee manages the assets.

How we work. At Unknown Gravity we build the technology layer: smart contracts, the holder register and the investor platform. The SPV's form, tax treatment and jurisdiction are decided by the sponsor and its legal advisors.

Official sources: Capital Companies Act, Arts. 4, 92 and 401 (BOE); Law 6/2023, Arts. 6 and 8 (BOE); Law 5/2015, Arts. 15, 25 and 27 (BOE); Regulation (EU) 2017/2402, Art. 2(2) (EUR-Lex). Framework verified as of October 13, 2026. Planning an SPV to tokenize an asset? Talk to us.