What if you could digitize the economic value of a property and make it accessible to investors worldwide?

Real estate tokenization in Spain is not about selling properties on the blockchain but rather digitizing value related to assets, such as products, services, or economic value. The most common form of tokenization is economic value, which is the focus of this article.

This technology is revolutionizing the sector but also raises key questions:

• How does real estate tokenization actually work?

• What is the difference between tokenizing under MiCA and MIFID?

• What are the applicable regulations, and how do they impact developers and investors?

In this article, we will explore “Tokeniza Sin Riesgo”, Tokeniza’s initiative to structure secure issuances and comply with existing regulations. We will also explain how we are working to launch the first pilot in Spain for the Blocksquare framework under MiCA.

What Does It Mean to Tokenize Real Estate in Spain?

Tokenizing means digitizing economic value on the blockchain, allowing assets or income flows to be represented more efficiently, securely, and accessibly.

In real estate, the most common form of tokenization is the securitization of a property’s income flows, meaning the right to receive the returns generated by the asset without transferring ownership of the property.

How Does Real Estate Tokenization Work?

1. Asset Identification: Selecting a property with suitable income flows for tokenization.

2. Legal Structuring: Defining the regulatory framework under which the tokenized debt will be issued.

3. Regulatory Compliance and Registration: Ensuring the issuance complies with the applicable legislation.

4. Token Issuance: Creating the digital tokens that represent the economic rights over the asset

5. Marketing and Distribution: Offering tokens to investors through specialized marketplaces.

Regulatory Framework in Spain: MiCA or MIFID?

One of the biggest challenges when tokenizing real estate in Spain is choosing the right regulatory framework. Currently, there are two main approaches:

1. Tokenization Under MiCA (Markets in Crypto-Assets Regulation)

MiCA regulates crypto-assets that are not financial instruments. Under this framework, tokens represent economic rights without being considered securities on a regulated market.

Advantages: ✅ Fewer regulatory barriers. ✅ Greater flexibility in issuing and marketing tokens. ✅ More accessible for smaller-scale projects.

Disadvantages: ❌ Not tradable in traditional financial markets. ❌ May offer fewer protections compared to MIFID.

2. Tokenization Under MIFID (Markets in Financial Instruments Directive)

MIFID regulates financial instruments that can be traded in regulated secondary markets. A token falls into this category if it is considered a negotiable security, which depends on its speculative nature and whether it is traded in a regulated secondary market.

Advantages: ✅ Full legal security for investors. ✅ Access to traditional financial markets (although currently, no regulated secondary market exists for real estate tokens). ✅ Increased trust from institutional investors.

Disadvantages: ❌ Requires strict regulatory compliance and registration. ❌ Higher costs and complexity for issuers.

The key issue is determining when a token is considered a negotiable security and whether the tokenized income flow falls into this category.

“Tokeniza Sin Riesgo”: Innovating Real Estate Tokenization

At Tokeniza Real Estate, we have created Tokeniza Sin Riesgo, an initiative designed to help developers and investors structure tokenized issuances with full legal security.

To achieve this, we explore different regulatory options that allow tokenization from Spain. The first key distinction is between public and private tokenization. Private tokenization refers to issuances with fewer than 50,000 email recipients and no public disclosure of financial details such as interest rates or investment returns on websites or social media.s.

For those opting for public tokenization, two main regulatory frameworks exist

• MIFID, under the Law of the Securities Market and Investment Services (LMVSI), regulated by the CNMV.

• MiCA, which, instead of being regulated as a financial instrument, is structured under consumer and user protection laws. For this option, it is essential to design the token protocol to fit within one of the categories outlined in MiCA.

We are currently working to launch the first pilot in Spain for the Blocksquare framework under MiCA, a model that enables real estate tokenization without MIFID requirements.

📌 How Does It Work?

✅ Issued from Luxembourg, ensuring compliance with European regulatory frameworks. ✅ Tokens are loaned to the developer, collateralizing a real estate asset. ✅ Integration with property registries through notarized agreements, granting token holders a direct legal right backed by the property’s value. ✅ Trading on the Tokeniza Real Estate marketplace, with access to a secondary P2P (DeFi) market.

Tokeniza Sin Riesgo provides a solution that simplifies tokenization and makes regulatory requirements more flexible, without compromising legal security.

Conclusion: Tokenization is the Future of Real Estate

Tokenizing real estate in Spain is not about selling properties on the blockchain but rather digitizing their economic value and making it accessible to a global network of investors.

MiCA and MIFID offer two regulatory paths, each with advantages and limitations. While MIFID provides access to traditional financial markets, no regulated secondary market currently exists for real estate tokens. MiCA, on the other hand, enables more agile and accessible tokenization.

At Tokeniza Real Estate, we help developers structure their tokenization securely and efficiently.

Want to Be Part of Tokeniza Sin Riesgo?

If you want to learn more about this model and explore new opportunities in real estate tokenization, let’s talk!