Tokenization of real estate

RIGHTS THROUGH AN SPVDLT REGISTER WITH AN ERIRPROSPECTUS OR EXEMPTION

Real estate tokenization turns rights over a property into tokens —usually shares, membership interests or debt of the SPV that owns it—, not its registered ownership. In Spain, shares and bonds, which are transferable securities, can be recorded on DLT with an ERIR (Law 6/2023, Arts. 6(1) and 8(4)); membership interests in an S.L. are not securities.

Tokenizing a property does not mean splitting the deed into tokens: what gets tokenized are rights over the property, usually shares, membership interests or debt of a special purpose vehicle (SPV) that owns it. The building stays registered in that company's name at the Land Registry. When the investor buys shares or bonds, which are transferable securities, in Spain they can be represented on distributed ledger technology (DLT) with an entity responsible for their register (ERIR), as Law 6/2023 allows (Arts. 6(1) and 8(4)). Membership interests in an S.L. are not securities and fall outside that regime.

On this page we explain how we work on these projects with developers, asset managers and owners: which vehicle to use, which rules apply, what the project's cost items are and in what order each decision is made. If you are looking at it from the investor side, see our guide to investing in tokenized real estate.

Reviewed by Jesús Sánchez Fernández, founder and CEO of Unknown Gravity · October 13, 2026.

01 / What is real estate tokenization and how does it work?

A token cannot own a building. What gets tokenized is a right over it, almost always through a special purpose vehicle (SPV) set up for the project: the company buys or receives the property, registers it in its own name and issues the securities that investors subscribe to.

Buying the property or contributing it to the company must still be recorded in a public document (Art. 1280(1) of the Spanish Civil Code).

In practice there are three routes. Each one changes what the investor buys, who bears the risk and which rules apply:

Route	What the investor buys	What the law says
Equity of a corporation (S.A.) that owns the property	Shares: a stake in rental income and capital gains, and in losses too	Shares are transferable securities (Law 6/2023, Art. 2(1)(a)) and can be represented on DLT (Art. 6(1))
Equity of a limited liability company (S.L.) that owns the property	Membership interests (participaciones)	They are not securities (Spanish Companies Act, Art. 92(2)) and their transfer must be recorded in a public document (Art. 106(1)); transfers to third parties are also subject to the restrictions in the articles of association or, failing those, to the company's consent (Art. 107): a token alone is not enough to transfer them
Debt of the SPV	Bonds: the investor is entitled to interest and to repayment of the principal, but is not a shareholder and bears the issuer's default risk	They are transferable securities (Law 6/2023, Art. 2(1)(a)). An S.L. cannot issue bonds for more than twice its equity unless the issue is secured, for example by a mortgage (Companies Act, Art. 401(2))

There is a fourth route, granting a right to use or exploit the property. It is less common and needs its own case-by-case analysis.

When it is a security. The token's name does not decide it; its content does. Law 6/2023 defines a transferable security as any economic right, whatever it is called, that because of its legal configuration and transfer regime can be traded generally and impersonally on a financial market (Art. 2(1)(a)). It remains one when it is issued, recorded or transferred using distributed ledger technology (Art. 2(2)). If the token is a security, the prospectus or its exemption, registration with an ERIR if the security is represented on DLT and, depending on how it is offered, an authorized intermediary all come into play.

It is also worth ruling out that the SPV is a closed-ended collective investment undertaking (EICC): one that, without a commercial or industrial purpose, raises capital from a number of investors through marketing in order to invest it in line with a defined investment policy. If it is, it falls under Law 22/2014, which requires an authorized management company or that the company itself take on that regime (Arts. 4 and 41).

That is why the vehicle is the first decision, not the last: it shapes the cost, the documentation and the legal framework.

02 / Steps to tokenize a property in Spain

The order that works: first classify the asset and choose the vehicle; then decide who the offer is for and where ownership will be recorded; only then build. Do it the other way around and the smart contract gets rewritten as soon as the first legal restriction shows up.

1. Vehicle and property

The property is appraised, the SPV is incorporated (or an existing one is used) and the property is sold or contributed to it by public deed and registered at the Land Registry. This is also when the business plan (rental, sale or development) and the distribution policy are set.

2. Security structure and issuance document

The team decides whether investors receive shares, membership interests or debt, and with which rights: voting, dividends, interest, redemption and transfer restrictions. If the securities are represented on DLT, the issuer drafts an issuance document that sets their content and includes enough information on the system where they are recorded, how it works and how it is governed (Law 6/2023, Art. 7(1) and 7(4)).

3. DLT register with an ERIR

The DLT system must guarantee the integrity and immutability of the issuance and identify the holders (Law 6/2023, Art. 6(5)). In the issuance document, the issuer appoints the entity responsible for administering the entry and registration of the securities (ERIR), which manages holder identification, corporate events and encumbrances, and which must be authorized to provide safekeeping and administration of financial instruments (Arts. 8(4) and 126(a)). The appointment is entered in an official CNMV register (Royal Decree 815/2023, Art. 2(b)). That entry does not mean the CNMV has validated the terms of the issuance or the issuer's information.

As of October 13, 2026, the CNMV list shows one investment firm appointed as an ERIR, and that firm's register entry lists bond issuances on DLT by real estate SPVs in 2025 and 2026. With a DLT register, a transfer takes place through the transfer recorded on the distributed ledger, with the same effects as delivering the certificates, and whoever appears in the system is presumed to be the holder (Arts. 11 and 13).

4. Offering: prospectus or exemption, intermediary and KYC

Offering securities to the public requires publishing an approved prospectus first, unless an exemption applies (Law 6/2023, Art. 35(1); Regulation (EU) 2017/1129, Art. 3(1)). Three exemptions to keep in mind:

By audience or minimum investment: offers made only to qualified investors, to fewer than 150 people per Member State other than qualified investors, or with a minimum of €100,000 per investor (Regulation (EU) 2017/1129, Art. 1(4)(a), (b) and (d)).
By total size: since June 5, 2026, offers without an EU passport below €12 million aggregated per issuer or offeror over twelve months (Art. 3(2), as amended by Regulation (EU) 2024/2809). Law 6/2023 still says €8 million (Art. 35(2)(b)), and the draft bill approved by the Council of Ministers on March 24, 2026 would raise it to €12 million. If the offer falls between €8 million and €12 million, confirm its treatment with the CNMV.
Through a crowdfunding platform: a provider authorized under Regulation (EU) 2020/1503 (in Spain, by the CNMV: Law 5/2015, Art. 47) can place offers of up to €5 million per project owner over twelve months without a prospectus, a figure that also counts the project owner's other size-exempt offers (Regulation (EU) 2020/1503, Art. 1(2)(c); Regulation 2017/1129, Art. 1(4)(k)). On these platforms, membership interests in an S.L. are treated as eligible securities (Law 5/2015, Art. 46).

If an offer exempt by number of investors, minimum investment or size is promoted to the general public through advertising, an entity authorized to provide investment services must take part to validate the information and oversee the marketing. The law exempts authorized crowdfunding platforms from that requirement, and the CNMV may require a prospectus if the issuer or the instrument is complex (Law 6/2023, Art. 36). The issuance itself needs no prior administrative authorization (Art. 34(1)).

KYC and anti-money laundering. Credit institutions, investment firms, real estate developers, notaries and registrars are obliged entities under Law 10/2010 (Art. 2(1)(a), (c), (l) and (n)), and they must identify each customer and the beneficial owner before doing business (Arts. 3 and 4). If the offer goes through a crowdfunding platform, the platform must also run due diligence on the project owner and assess non-sophisticated investors before giving them full access (Regulation 2020/1503, Arts. 5 and 21).

5. Issuance, management and secondary market

Once the issuance document has been filed with the ERIR (Law 6/2023, Art. 7(2)) and the offering route is settled, the tokens are issued to investors who have already been identified. Then comes the recurring work: distributions, shareholder meetings, onboarding and exits, and periodic reporting. There are three resale routes, and none guarantees liquidity:

Transfers between investors recorded on the DLT system, subject to the restrictions set by the issuance.
A crowdfunding platform's bulletin board, where its clients can advertise interest in buying or selling securities originally offered on that platform, but which cannot match orders (Regulation 2020/1503, Art. 25).
Admission to trading on a DLT Pilot Regime market infrastructure (Regulation (EU) 2022/858), where responsibility for the register shifts to the infrastructure itself (Law 6/2023, Art. 8(5)). According to ESMA's list, the CNMV authorized a DLT trading and settlement system on November 26, 2025.

03 / What MiCA covers and what it does not in real estate tokenization

A real estate token that is a transferable security falls outside MiCA. Regulation (EU) 2023/1114 (MiCA) governs public offers and admission to trading of crypto-assets and crypto-asset service providers (Art. 1), but it does not apply to crypto-assets that qualify as financial instruments (Art. 2(4)(a)) or to crypto-assets that are unique and non-fungible (Art. 2(3)).

Rule	What it governs	When it applies in a real estate project
Law 6/2023 and MiFID II (Directive 2014/65/EU)	Transferable securities, their representation on DLT and investment services	When the token is a share, a bond or another security
Regulation (EU) 2017/1129	The prospectus and its exemptions	When there is a public offer of securities
Regulation (EU) 2020/1503	Crowdfunding platforms	When an authorized provider places the offer, up to €5 million per project owner over twelve months
MiCA	Crypto-assets that are not financial instruments	If the project also issues a token that is not a security, for example one that gives access to building services

That second token does fall under MiCA, but it does not always need a white paper: if it gives access to a good or service that already exists or is in operation, its offer falls outside Title II (Art. 4(3)(c)). Otherwise, to offer it to the public, the offeror must be a legal person and draw up, notify and publish a white paper (Art. 4(1)), except in the cases listed in Art. 4(2), which no longer apply if the offeror announces an intention to seek admission to trading (Art. 4(4)). For any single token the two regimes are alternatives, not cumulative: the prospectus belongs to securities and the white paper to MiCA.

The full Spanish framework is in our guide to regulated tokenization in Spain, and the step-by-step checklist in how to issue a security token in Spain.

04 / Project cost items: what is decided and when

We do not quote generic figures, because the cost depends above all on the vehicle and the type of offer. What every project shares is the list of cost items:

Item	What it includes	When it is decided
Legal structuring	Vehicle, classification of the instrument, issuance document, prospectus or exemption	Before writing code
Register	Appointment of the ERIR and choice of DLT system	Before issuing
Distribution	Investment firm or crowdfunding platform, and investor communications	Before opening the round
Investor identification	KYC, beneficial ownership and anti-money laundering checks	Before accepting subscriptions
Development	Smart contract, issuer dashboard, payment and register integrations	After the vehicle is set
Maintenance	Distributions, meetings, onboarding and exits, support	Recurring, for the whole life of the issuance

The most underestimated item is the last one. An issuance with many investors creates administrative work with every distribution and every change of holder, and that cost does not go away when development ends. Technology does not remove the notary, the Land Registry, the ERIR or compliance either: budget for them from the start.

05 / Benefits and limits of tokenizing a property

Lower entry amounts. Splitting the issuance allows smaller tickets, within what the prospectus or the exemption for each offer allows.
Automated management. Programming distributions, the holder register and transfer controls cuts manual work on every transaction.
Traceability. Every transfer is recorded on the DLT system, and its registration in the buyer's name has the same effects as delivering the certificates (Law 6/2023, Art. 11).
Liquidity is only potential. It depends on a market or a buyer existing: the token does not create it on its own.
The risks do not go away. Investors remain exposed to the property, the issuer and the execution of the project, plus the technical risk of the smart contract and the risk of key custody.

How we work

Unknown Gravity is a Spanish tokenization technology and blockchain infrastructure company. We design the token structure with the client's legal counsel and build the platform, the smart contracts and the integrations with the ERIR, the intermediary and the identity verification provider. We are not an investment firm, an ERIR, a crowdfunding platform or a law firm: we work alongside those entities. If your project is in another market, see real estate tokenization in the United States or real estate crowdfunding in Latin America. If you are comparing providers, see our ranking of real estate tokenization companies.

Official sources

This page is informative only and does not constitute legal, tax or investment advice.

Framework verified as of October 13, 2026. If you are considering tokenizing a property, we review the vehicle and the type of offer with you and your legal counsel before a single line of code is written. Talk to us.

FAQ

Frequently asked questions

Is it legal to tokenize real estate in Spain?

Yes. Law 6/2023 allows transferable securities, such as the shares or bonds of the company that owns the property, to be represented on distributed ledger systems, with an ERIR appointed in the issuance document (Arts. 6(1), 7 and 8(4)). The property does not become a token: it stays registered in the company's name at the Land Registry. If the tokens are offered to the public, a prospectus or an exemption is required.

Do I need a prospectus to tokenize a property?

Yes, if securities are offered to the public and no exemption applies, or if their admission to trading on a regulated market is sought (Law 6/2023, Art. 35(1)). Exempt offers include, among others, those made only to qualified investors, to fewer than 150 people per Member State or with a minimum of €100,000 per investor (Regulation (EU) 2017/1129, Art. 1(4)). Since June 5, 2026, offers that do not use the EU passport and stay below €12 million per issuer or offeror over twelve months are exempt too (Art. 3(2)); Spain's Law 6/2023 still says €8 million (Art. 35(2)(b)) and is being amended. Through an authorized crowdfunding platform, the limit is €5 million per project owner over twelve months (Regulation (EU) 2020/1503, Art. 1(2)(c)).

Is real estate tokenization regulated by MiCA?

Not when the token is a transferable security: MiCA does not apply to crypto-assets that qualify as financial instruments (Regulation (EU) 2023/1114, Art. 2(4)(a)). That token is governed by Law 6/2023, MiFID II and the Prospectus Regulation. MiCA only comes in if the project also issues a token that is not a financial instrument, for example one that gives access to building services. If those services already exist, its offer needs no white paper (Art. 4(3)(c)); otherwise the offeror must publish one, except in the cases listed in Art. 4(2).