A real estate token doesn’t put your name on the deed to any apartment. In almost every arrangement operating in Spain today, what you’re buying is shares in or debt issued by a company that owns the property. And that distinction determines which law protects you, who supervises the arrangement, and what you can claim if something goes wrong.

🔹 Ownership is not transferred by means of a token. The Civil Code requires a public document to transfer rights in rem over real estate (Article 1280), and the Mortgage Act requires a public deed or an authentic document to register it in the Land Registry. Notaries and registrars still have their role.

🔹 The usual setup: a special-purpose company buys the apartment and registers it in its own name. The token represents equity (you are a shareholder), debt (you are a creditor), or rights to rental income—the option with the most grey areas.

🔹 If the token is a negotiable security, it is governed by Law 6/2023 on Securities Markets and supervised by the CNMV. The law allows securities to be represented on a blockchain, with an issuance document and an ERIR that maintains the register and is accountable to investors.

🔹 Crowdfunding platforms (Regulation (EU) 2020/1503) cover offers of up to 5 million per project owner per year and require authorization from the CNMV.

🔹 MiCA only applies if the token is not a financial instrument, for example, a token that only provides access to stays or discounts.

A caveat from the CNMV itself: an ERIR appearing in its register does not mean that it has validated the terms of the issuance or the issuer’s information.

In my opinion, real estate tokenization makes sense, but the risks of property investment remain, and there are additional ones: liquidity (the fact that a token can be transferred in seconds does not guarantee there will be a buyer), valuation, and custody. Be wary of “guaranteed” returns, anyone who tells you that the token makes you the “owner of the apartment,” and pressure to get in quickly. Before investing, look up the issuer and the platform in the CNMV’s database of warned entities.

For informational purposes only; this is not an investment recommendation.

Full analysis at territorioblockchain.com

#Tokenizacion #RWA #CNMV #MiCA