About the recent issuance of tokenized obligations in Spain. OTESA SPV CAL S.L
Antonio Tejeda Encinas
President of the Comité Euro Americano de Derecho Digital — CEA Digital Law
CEO of META Channel Corporation
The recent issuance of tokenized non-convertible debentures by OTESA SPV CAL S.L., articulated through registration and DLT support, deserves to be taken seriously. Not because it closes the debate, but precisely because it forces it to be raised. We are no longer facing an academic hypothesis or a commercial staging wrapped in technological terminology. We are facing a real operation that demonstrates execution capacity within the Spanish legal system. And that is precisely why it is advisable to avoid both routine skepticism and premature euphoria.
The first thing to debug is the language. Here the share capital of a limited company has not been tokenized. Here a debt issue has been structured through non-convertible obligations within a vehicle company. That distinction is not secondary. It is what separates serious analysis from ecosystem noise. Debt tokenization is legally much more feasible than the full, robust and pacified representation of social shares of a limited company. That is why this precedent has value. But it does not authorize faking a systemic maturity that does not yet exist.
The underlying question is not to discuss whether the technology works or whether certain operators have managed to close the structure. That has already been demonstrated. The question lies elsewhere: whether the Spanish legal system has already achieved a sufficient degree of coherence so that these operations stop depending on an intensively assisted architecture and become a standardized, replicable and secure financing base. My answer is clear: not yet.
Law 6/2023 has allowed real progress. It has opened the door to the representation of negotiable securities through systems based on distributed ledger technology and has provided legal coverage to the entity responsible for registration and registration. That is important and it would be absurd to deny it. But opening the door is not equivalent to finishing the building. The financial-regulatory level has advanced faster than the complete closure of the corporate, registry and bankruptcy implications of these structures. And as long as that asymmetry persists, each successful trade will be both a confirmation and a warning.
Confirmation, because it proves that we are no longer in the realm of rhetorical experiment. Warning, because it shows to what extent we continue to depend on a specially fine-tuned combination of standards, technological support, platform governance, issuance documentation and registration architecture. That is not yet legal normality in the strong sense. It is qualified operational feasibility. It has merit, yes. But it is not advisable to confuse merit with consolidation.
The main problem is not technological. It’s not market either. There is sufficient technology and there are capable operators. The problem continues to be legal-institutional. Regulatory closure is missing. There is a lack of more coherent integration between securities market law, the TRLSC and the treatment of the conflict when the operation leaves the moment of issuance and enters the real life of the instrument: transmission, opposability, exercise of rights, technical incidents, possible breaches and bankruptcy scenarios. That is where the robustness of the system is truly measured. Not in the announcement of the milestone, but when the instrument has to survive the conflict.
Furthermore, when these structures are connected to participatory financing platforms, the demand does not decrease, but rather increases. The sophistication of the support coexists with the need to adequately protect investors who do not always operate with the same legal or technological reading capacity. Tokenization can provide traceability, granularity and efficiency. It may also introduce new dependencies on technical governance, responsibility allocation and operational robustness. To present all of this as if it were already fully settled would be to sell a maturity that the system has not yet reached.
From a broader perspective, this is not just a debate about a specific operation or the degree of success of its promoters. It is a debate about the kind of legal infrastructure that Spain wants to offer in the transition to tokenized financial markets. And there the decisive question is not whether a singular precedent can be executed, but whether a normative and institutional architecture already exists capable of sustaining a scalable, homogeneous and defensible practice under stress. That is the true test of maturity. Not the first showy operation, but the system’s ability to absorb the second, the tenth or the hundredth without the need to reinvent the legal framework in each case.
That is why I do not share the complacency with which some present these types of milestones as if they were already equivalent to a general and mature tokenization of the system. The milestone exists and deserves recognition. But what it demonstrates is not that corporate and financial tokenization in Spain has reached a phase of full consolidation. What it demonstrates is something more sober and more demanding: that Spain can now execute these operations, but it continues to do so on a terrain in which legal certainty still depends too much on carefully designed structures and not on a fully established institutional normality.
That is the point that matters. Not to discuss whether it can be done, but to decide if we want to build the necessary Law so that it can be done at scale, with homogeneity, predictability and true market value. Until that task is completed, we will continue to have valuable precedents, but not yet a mature infrastructure.
Recognizing it does not weaken progress. Protects him. Because serious tokenization does not need propaganda. Need Law.
