Real Estate Tokenisation in Spain

How real estate tokenisation works, what is the regulatory framework, and what rights investors actually acquire?

Real estate tokenisation, already present in Spain for several years, is no longer a futuristic promise but a tangible reality in the Spanish market. It represents more than just a technological innovation: it signifies a profound transformation in how we understand ownership, investment, and liquidity within the real estate sector — one of the most traditional and tightly regulated areas of our economy.

What is real estate tokenisation and how does it work?

In essence, to tokenise a property today means converting the economic rights associated with that asset into digital units that can circulate on blockchain-based platforms. Each token represents a fraction of those economic rights, allowing investors with more modest capital to access a market that has traditionally required substantial investments.

The role of smart contracts

Tokens operate through smart contracts that automatically execute the distribution of rental income or resale proceeds of that partial representation of the property, including any potential difference in value, eliminating intermediaries and providing transparency to the process. This automation is not merely cosmetic: it reduces operational costs, speeds up transactions, and potentially increases the liquidity of assets that have historically been among the least liquid in the market.

The legal reality: what is actually tokenised in Spain

It is essential to clarify from the outset a key point often blurred by marketing discourse: in practice, real estate tokenisation projects in Spain do not tokenise the property itself but rather the economic rights linked to a corporate vehicle (usually a special purpose vehicle, or SPV) that owns the property. Spanish law only allows the tokenisation of shares in joint-stock companies (sociedades anónimas) using distributed ledger technology; shares in limited liability companies (sociedades limitadas) cannot be tokenised. This means that if the SPV is a limited liability company, its shares cannot be directly tokenised — only other instruments such as participative loans or credit rights over income streams can be represented as tokens. Only if the SPV is incorporated as a joint-stock company is it legally possible to tokenise its shares.

What rights does a real estate token investor actually acquire?

An investor who acquires a token does not become a direct co-owner of the property. Depending on the structure chosen, they may become a shareholder in a tokenised joint-stock company that owns the property or a holder of economic rights derived from participative loans or other indirect forms of economic participation issued by the SPV that owns the asset. The distinction is crucial: if the company faces solvency issues or bankruptcy, the value of the token collapses with it, and the investor cannot exercise any direct real rights over the property.

Spanish law, rooted in centuries of land registry tradition, does not currently allow the transfer of real property rights through the mere transfer of tokens; a public deed and registration are required for the transfer to be effective against third parties. The SPV structure is therefore a compromise between technological possibilities and the demands of the current legal framework.

Regulatory framework for real estate tokenisation in Spain

CNMV authorisation and the 2023 Securities Market Law

The Spanish regulator has begun to establish a legal foundation for this technology to develop within a secure framework. In 2023, the Spanish National Securities Market Commission (CNMV) authorised Adventurees Capital PFP as the first crowdfunding platform to issue tokenised securities — a milestone in the convergence of crowdfunding and blockchain. This authorisation was accompanied by the approval of Law 6/2023 on the Securities Market, which expressly recognises the representation of transferable securities through distributed ledger technologies such as blockchain, granting them full legal validity.

The role of the Land Registry in the blockchain era

In parallel, the Spanish Association of Land Registrars is exploring how to integrate blockchain technology into the registry system, although it is important to clarify the real scope of these initiatives. Current projects focus mainly on complementary applications such as digital management of the Building Book or improved traceability and accessibility of registry information. They do not aim to replace the fundamental pillars of the system: execution of public deeds before a notary and registration of ownership, which remain absolutely mandatory for the transfer of real rights over property. Registrars are firm in their institutional stance: blockchain can complement and streamline document management, but it cannot replace the legal control exercised by the registrar or the protection of third parties offered by the Land Registry — both essential components of the Spanish legal system. This position reflects the current limitation of the model: tokens circulate on the blockchain representing positions in SPVs or economic rights over them, but the actual ownership of the property remains anchored in the traditional registry system, held by the corporate vehicle, and any transfer of that ownership must still follow the conventional legal process with all its guarantees.

European regulation: ECSPR, MiCA and the DLT Pilot Regime

Spain also benefits from a European regulatory framework that is positioning the EU as a global leader in digital asset regulation. The European Crowdfunding Service Providers Regulation (ECSPR) harmonises the rules for crowdfunding platforms, allowing an authorised platform in one Member State to operate across the EU through the so-called “European passport”. The MiCA Regulation, which came fully into force on 30 December 2024, broadly regulates crypto-asset markets, setting obligations for both issuers and service providers. The DLT Pilot Regime (EU Regulation 2022/858) allows market infrastructures based on distributed ledger technology to operate under certain temporary exemptions, creating a controlled testing environment to assess the potential of these technologies in financial markets.

The Spanish regulator’s approach could be described as cautiously supportive: innovation is encouraged, but strict compliance with anti-money laundering, customer identification, and disclosure obligations is required to protect investors. This is not technological laissez-faire, but rather an effort to integrate innovation within a solid framework of legal guarantees.

Legal challenges and risks of real estate tokenisation

The risks of the SPV structure

The legal challenges that remain are significant and deserve attention. The SPV structure, while legally viable, introduces an additional layer of complexity and risk that must be clearly communicated to investors. Unlike direct ownership — where the investor holds real rights over the property enforceable against third parties — in the current tokenised model, investors hold positions in indirect forms of economic participation (shares, participative loans, credit rights) linked to the company that owns the property. This has important implications for corporate liability, taxation, and insolvency protection.

The disconnect between the on-chain and off-chain worlds

It is also essential to understand that the connection between the “on-chain” world (where tokens circulate) and the “off-chain” world (where property rights are recorded) is neither direct nor automatic. Transferring a token does not in itself alter the Land Registry: ownership of the property remains with the SPV regardless of who holds the tokens, and only a duly notarised and registered deed can change that ownership. The exploratory projects of the Land Registrars aim to improve efficiency in information management but do not alter this fundamental principle. As in any emerging market, it is essential to prevent fraudulent schemes that promise unrealistic returns or market tokens without proper legal backing.

Practical implications for investors and legal practitioners

For legal practitioners, real estate tokenisation may require adapting contracts, corporate bylaws, and financing structures to an environment where rights circulate digitally and in a decentralised manner. For investors, it offers an opportunity to diversify portfolios with smaller capital contributions and greater liquidity potential than traditional real estate investment, provided they understand that they are not acquiring direct ownership of the property but rather a financial position linked to the corporate structure that owns it. And for the wider economy, it could invigorate a real estate market worth trillions of euros by facilitating the entry of retail capital previously excluded from such investments.

The future of real estate tokenisation in Spain

This is an evolution that combines law, technology, and finance in an inseparable way. It is essential to understand that tokenisation is not a passing trend but a tool that, when properly used and regulated, can transform access to one of society’s most valuable assets — property. However, this transformation currently operates through intermediate corporate structures and indirect forms of economic participation, not through direct ownership as commercial language sometimes suggests. It certainly does not imply an immediate revolution of Spain’s land registration system, whose fundamental guarantees remain intact.