Stock tokenization: Convert your shares into tokens
Stock tokenization means representing a company's shares or equity stakes through distributed ledger technology. As financial instruments they fall under Spain's Law 6/2023 (LMVSI) and MiFID II, not MiCA, and require appointing an ERIR. Unknown Gravity structures the issuance and the ownership registry.
What is the tokenization of shares and how can it transform the way your company is financed, manages partners or handles transfers between shareholders?
Share tokenization means representing the shares of a Spanish public limited company (sociedad anónima) as tokens on a blockchain, known as security tokens. The quotas of a private limited company (sociedad limitada) cannot take this route: they are not securities and may not be represented by certificates or book entries (Art. 92.2 LSC, BOE-A-2010-10544).
This technology opens up new funding channels, improves operational efficiency and provides transparency, whenever it is done with a strong legal structure and regulatory compliance.
At Unknown Gravity we help companies to convert their shares into tokens in a legal, structured way and in line with their business strategy.
01 / What is stock tokenization?
Share tokenization consists of representing a company's existing shares as digital tokens recorded on a blockchain.
Each token:
- represents a share in the company
- incorporates economic and/or political rights
- is backed by a valid legal structure
Unlike traditional shares:
- they are not issued on paper or in closed systems
- they are managed through smart contracts
- they allow you to automate corporate processes
At Unknown Gravity, this analysis always goes together with a prior legal review, so that the token does not simulate rights but represents them correctly.
02 / Step-by-step stock tokenization process
Tokenization is not just issuing a token. It is a structured process.
Choosing the asset and the class of shares
This step defines:
- which classes of shares are tokenized (ordinary, preferred, non-voting, etc.)
- which rights the token carries
- whether transfers are freely permitted
This step is critical to avoid future corporate conflicts.
Legal and corporate structuring
Before issuing tokens:
- the articles of association are reviewed
- the legal framework of the token is defined
- the relationship between the token and the share is established
In Spain, this step is essential to comply with current regulations.
At Unknown Gravity, this point is always addressed with a legal-first approach.
Issuance of the security token
Once the structure is validated:
- the smart contract is developed
- transfer rules are defined
- control mechanisms are integrated (KYC, whitelist, restrictions)
The technology adapts to the legal framework, not the other way around.
03 / Advantages of tokenization compared to the traditional stock exchange
Smoother transfers and greater flexibility
Tokenization makes it possible to:
- facilitate private transfers
- reduce friction in buying and selling
- prepare the issuance so that it can later be traded on an authorized infrastructure
Bringing investors together or operating a multilateral system are services reserved to authorized entities, and a trading venue for tokenized securities requires a license or the DLT pilot regime (Arts. 125 and 129.1 LMVSI, BOE-A-2023-7053; Regulation (EU) 2022/858).
When we talk about “liquidity”, it's not speculation, but better management of shares.
Access to new investor profiles
Tokenization facilitates:
- fractional participation
- greater transparency
- ownership traceability
Always under a model regulated and controlled.
04 / What the first Spanish precedents teach
What the first Spanish precedents teach
Spain has already seen tokenized share issuances registered under Law 6/2023, with an entity responsible for registration and record-keeping (ERIR) appointed in the issuance document. The first Spanish precedent of registered tokenized shares is Beself Brands, S.A. (11 July 2025), available in the CNMV register. Securities issuances do not require prior CNMV authorization, and no action by the supervisor amounts to an endorsement or recommendation of the transaction (Arts. 8.4 and 34.1 LMVSI, BOE-A-2023-7053).
What those precedents confirm:
- the legal structure works: share capital can be represented on a distributed ledger with legal validity
- converting the company beforehand is part of the job, not a formality
- the issuance document and the ERIR appointment are the core of the file
What they do not solve:
Tokenizing does not create a market. The CNMV register publishes the amount of each issuance, not the amount actually placed, and there is still no organized secondary market for these securities in Spain. Trading them requires a license or the DLT pilot regime (Arts. 125 and 129.1 LMVSI, BOE-A-2023-7053; Regulation (EU) 2022/858). If liquidity is your goal, it has to be designed separately: who provides the other side of the trade, on which venue and under which authorization.
Practical applications of stock tokenization
Family SMEs and succession processes
It makes it possible to:
- reorganize shares
- facilitate the entry of new partners
- improve transparency between generations
Scale-ups in search of agile investment
Tokenization:
- reduces capital inflow times
- improves corporate control
- allows hybrid funding models
Renewable energy projects and real economy
Ideal for:
- community funding
- participation of aligned investors
- traceability of economic impact
05 / Regulation of security tokens in Spain
The tokenization of shares is subject to regulation.
European and Spanish regulatory framework
Key aspects:
- a token representing shares is a financial instrument: it is governed by MiFID II (Directive 2014/65/EU) and by the LMVSI, not by MiCA, which expressly excludes crypto-assets that qualify as financial instruments (Art. 2(4)(a) of Regulation (EU) 2023/1114)
- issuing securities recorded through distributed ledger technology requires an issuance document and the appointment of an entity responsible for the recording and registration of the securities (ERIR), which must be authorized to safeguard and administer financial instruments for clients (Arts. 6 to 8 LMVSI, BOE-A-2023-7053)
- where there is a public offer, an approved prospectus is required unless an exemption applies (Regulation (EU) 2017/1129 and Art. 35 LMVSI)
- if the offer relies on an exemption but is still marketed to the public through advertising, an authorized investment firm must be involved (Art. 36.1 LMVSI, BOE-A-2023-7053)
Tokenizing is not the same as deregulating.
The technology does not eliminate legal obligations.
Security, Compliance and Governance
A solid project must incorporate:
- investor identification (KYC/KYB)
- transfer control
- coherence between legal contract and smart contract
At Unknown Gravity, this compliance is a central part of our methodology.
Our methodology for tokenizing shares at Unknown Gravity
We don't offer generic templates.
Our approach combines:
- strategic analysis
- legal structuring
- blockchain technical design
- continuous accompaniment
From the initial idea to the issuance and management of the tokens.
This content is for information purposes. It is not legal, tax or investment advice and does not replace consulting a professional. Regulation on tokenization and crypto-assets keeps evolving: check the current version of the rules cited on BOE and EUR-Lex.
FAQ
Frequently asked questions
Is it legal to tokenize shares in Spain?
Yes, tokenizing shares is lawful in Spain, provided it is done within the legal framework in force.
Tokenization does not replace company law: it represents shares through digital tokens supported by a valid legal structure.
The key steps are:
- analyzing the legal nature of the token
- defining precisely the rights it represents
- assessing whether it falls under CNMV oversight
At Unknown Gravity we approach tokenization from a legal-first perspective, to identify regulatory risks from the outset.
What's the difference between tokenizing stocks and issuing cryptocurrency?
Tokenizing shares is not the same as issuing a cryptocurrency.
The key differences are:
- tokenized shares represent real shares in a company
- security tokens are subject to financial regulation
- investor rights exist outside the blockchain, with legal backing
A cryptocurrency does not represent share capital or corporate rights.
Confusing the two is one of the most common (and most dangerous) mistakes.
What type of companies can benefit from stock tokenization?
Tokenization isn't just for tech startups. It's especially useful for:
- SMEs that seek to reorganize their capital
- family businesses in succession processes
- scale-ups that want to attract investment without losing control
- real economy projects (energy, real estate, industry)
The key is not the size of the company, but the correct structure of the model.
There is a prior requirement. The quotas of a Spanish limited liability company (sociedad limitada) cannot be represented by tokens: they are not securities, they may not be represented by certificates or book entries, and they may not be called shares. If the company is an S.L., the first step is to convert it into a public limited company (sociedad anónima) or to tokenize a different right (Art. 92.2 LSC, BOE-A-2010-10544).