“One of the pioneering firms in web3 solutions, digital assets and tokenization, recognized for its innovation and solid reputation across Spain and Latin America.”
Jorge CorredorLawyer, Rincón Cuéllar & Asociados
Tokenized equity. Rounds with a live register.
Tokenized equity lets your company issue shares, debt or economic rights from its own portal, with verified investors and an up-to-date holder register. We build your round's platform once your law firm has settled what the company can issue and what each investor acquires.
They trust Metlabs with their equity tokenization projects
Why now
Why tokenize company equity now?
A private round usually lives in spreadsheets, deeds and a share register updated by hand. Spain already allows shares to be represented on DLT, with a designated entity keeping the register, and SEC staff have published their view on tokenized securities. The cap table can live on-chain from issuance.
Platform
Platform for a tokenized equity funding round
A tokenized round does not end at payment. The white label platform covers subscription, the token and payments, while the cap table, voting and corporate actions are built custom.
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Round and documents
Round terms, share classes, shareholder agreement and corporate resolutions, linked to the token series issued.
KYC onboarding
Sign-up, KYC and KYB, a custodial wallet, subscription signing and payment by SEPA or stablecoin, before any token is allocated.
ERC-3643 tokenized share
It only moves between eligible investors, with the lock-up, right of first refusal and per-holder caps set in the bylaws.
Connected cap table
Holders, classes, vesting and dilution reconciled with the share register, which on DLT is kept by the registration entity designated in the issuance. It is a custom integration.
Governance and voting
Notices, votes and shareholder communications on defined matters, without replacing the general meeting. They are built custom.
Dividends and corporate actions
Dividends from the issuer console, with a receipt for every holder. Capital increases, debt conversions and exits are built custom.
Institutional custody, integrated
We integrate custody and key management providers through their APIs, including Fireblocks, BitGo, Coinbase Prime, Anchorage Digital, Copper and Ledger Enterprise. Depending on the provider and model, keys are managed with MPC or multisig so that none depends on a single device. If the token is a security, custody on behalf of clients is provided by an authorized entity.
Structure
What does an investor get from a company token?
A right against the company, never the whole business. It can be a share, a loan or a portion of revenue. In Spain, shares can be represented as securities on DLT but units in a sociedad limitada cannot, so an SL needs another route.
| Criterion | Company shares | Debt or convertible | Revenue right |
|---|---|---|---|
| What the investor receives | A share of the capital, with votes and dividends | Interest and repayment, or conversion into shares | A percentage of sales for a set term |
| Usual framework in the EU | MiFID II, prospectus or exemption, and company law | Securities or crowdfunding rules, depending on the offer | Case-by-case review of the contract |
| Horizon | Until exit or sale of the company | Fixed maturity or conversion at the next round | The agreed term or a payment cap |
| When we recommend it | Rounds with investors who want a stake in the capital | Startups that prefer not to dilute yet | Companies with recurring, measurable revenue |
Your company's legal form shapes the choice. A sociedad limitada usually turns to debt, economic rights or a vehicle that can issue shares, and it cannot issue bonds convertible into its units. A utility token for your product's customers is a separate project, with no rights over the company.
Methodology
How we tokenize a funding round, step by step
A tokenized equity round, debt issuance or investment vehicle follows four phases. You choose what the investor receives, adapt the company to issue it, launch the portal and take the round to investors. The legal form decides much of the path, because a sociedad limitada cannot issue shares.
We study the company, its legal form, its cap table and the target investor, and define what the token represents, shares, debt or a convertible, a revenue share or a vehicle that invests in the company. The output is the round's structure, with valuation and dilution.
The law firm assesses whether the sociedad limitada should convert into a sociedad anónima, classifies the token, sets the offering route and the entity that keeps the register, and checks whether an authorized firm must be involved. The lock-ups and right of first refusal in the bylaws pass to the token on the same terms.
The round lives on the company's own portal built on our white label platform, with KYC onboarding, subscription signing, SEPA or stablecoin payment and ERC-3643 tokens. The connected cap table, shareholder voting and corporate actions are custom-built.
With the firm involved in the placement, we design how the round reaches each investor and measure which channel ends in payment. Afterward, the company reports to shareholders, pays dividends and handles transfers from the console.
Assets
Which company rights can be tokenized?
A company is not tokenized as one block. It issues a specific right over its capital, debt or revenue, with different effects for founders and investors.
Shares
Capital in a corporation, with its economic and voting rights attached.
Convertible notes
Debt that converts into shares at the next round, on the agreed terms.
Loans and bonds
Financing with interest, maturity and seniority defined by contract.
Revenue share
A percentage of measurable sales, subscriptions or licenses for a set term.
Investment vehicles
SPVs that pool several investors into a single line of the cap table.
Incentive plans
Employees' economic rights with their documented vesting schedule.
Reviews
What do our clients think of Metlabs?
“We structured the tokenization of real estate projects with them, and I value the team's ability to understand our corporate needs and genuinely solve them.”
Joan MejíaManager, GLOBYNE
“They advised us on the feasibility of tokenizing real estate assets in Uruguay with direct, cordial treatment. A professional team, responsive and always available.”
Álvaro Silva SantamaríaCEO, Sp Inmuebles
“Great professionals at structuring tokenized projects, with technical command and attention to detail that inspire full confidence at every stage of the work.”
Francisco BetancourtVerified Google review
“As a blockchain lawyer, I value their experience and professionalism in consulting and executing tokenization projects. Technology partners you can fully trust.”
Vanessa RivasBlockchain lawyer, El Salvador
“Great professionals, very attentive to their clients and always mindful of every detail. Working with their team has been a genuine pleasure from start to finish.”
CriptorentVerified Google review
“A very professional yet approachable company that empathizes with your doubts and needs. Highly recommended for entrepreneurs with a tokenization project.”
Javier EspasaTokenization entrepreneur
“Exceptional in every sense. From legal support I value their rigor and transparency: working with Metlabs means professionalism, innovation and security.”
Pedro A. Agúndez MéndezGoogle Local Guide
“Excellent service across blockchain development, asset tokenization and consulting. A very professional team that I recommend wholeheartedly, without reservation.”
José Luis DíazVerified Google review
“I have worked with them on several projects and they are very professional. A guarantee that everything turns out perfectly. Without a doubt, 100% recommended.”
Ignacio Fernández JiménezVerified Google review
“One of the pioneering firms in web3 solutions, digital assets and tokenization, recognized for its innovation and solid reputation across Spain and Latin America.”
Jorge CorredorLawyer, Rincón Cuéllar & Asociados
“Great professionals at structuring tokenized projects, with technical command and attention to detail that inspire full confidence at every stage of the work.”
Francisco BetancourtVerified Google review
“A very professional yet approachable company that empathizes with your doubts and needs. Highly recommended for entrepreneurs with a tokenization project.”
Javier EspasaTokenization entrepreneur
“I have worked with them on several projects and they are very professional. A guarantee that everything turns out perfectly. Without a doubt, 100% recommended.”
Ignacio Fernández JiménezVerified Google review
“We structured the tokenization of real estate projects with them, and I value the team's ability to understand our corporate needs and genuinely solve them.”
Joan MejíaManager, GLOBYNE
“As a blockchain lawyer, I value their experience and professionalism in consulting and executing tokenization projects. Technology partners you can fully trust.”
Vanessa RivasBlockchain lawyer, El Salvador
“Exceptional in every sense. From legal support I value their rigor and transparency: working with Metlabs means professionalism, innovation and security.”
Pedro A. Agúndez MéndezGoogle Local Guide
“They advised us on the feasibility of tokenizing real estate assets in Uruguay with direct, cordial treatment. A professional team, responsive and always available.”
Álvaro Silva SantamaríaCEO, Sp Inmuebles
“Great professionals, very attentive to their clients and always mindful of every detail. Working with their team has been a genuine pleasure from start to finish.”
CriptorentVerified Google review
“Excellent service across blockchain development, asset tokenization and consulting. A very professional team that I recommend wholeheartedly, without reservation.”
José Luis DíazVerified Google review
Regulation
Check the regulation by countryWhich regulation applies to equity tokenization?
The one that matches the right you issue. A share or a bond offered as an investment is assessed as a security, and a loan as crowdfunding or a private contract, even when they live in a smart contract.
With your law firm we compare dilution, cost, governance and offering route for each structure before choosing one.
In the European Union, a share or bond token falls under MiFID II and prospectus rules, not under MiCA. Regulation (EU) 2020/1503 allows crowdfunding offers of up to 5 million euros per project owner over 12 months through an authorized platform. An SPV that pools many investors under a defined investment policy may be an alternative investment fund.
In Spain, Law 6/2023 allows the shares of a sociedad anónima to be represented on DLT, with a registry entity designated in the issuance, while units in a sociedad limitada cannot be securities. Tokenization also does not replace shareholder resolutions, notaries or the Commercial Registry.
- SpainCNMV, Banco de España, SEPBLACFavourable100Oct 2026
- UAECMA, CBUAE, VARA, DFSA, FSRAFavourable95Apr 2026
- SwitzerlandFINMAFavourable90Jan 2026
- El SalvadorCNAD, BCR, SSF, UIFFavourable88Apr 2025
- ArgentinaNational Securities Commission and Financial Information UnitFavourable83Jun 2026
- United StatesSEC, CFTC, FinCENFavourable76Sep 2026
Spain
UAE
Switzerland
El Salvador
Argentina
United StatesOur legal partners
Is tokenized equity the same as tokenized stocks?
Not always. Tokenized stocks often track listed shares through a third party, as custodial or synthetic products. Equity tokenization means the company itself issues its shares as tokens. SEC staff draw the same line between issuer-sponsored and third-party tokenized securities. If you only need the offering contracts, see our security token development.
Can a Spanish limited company tokenize its units?
Not as securities. In Spain, units in a sociedad limitada cannot be represented as transferable securities and their transfer requires a notarized deed, so a token alone cannot transfer them. The alternatives are converting into a sociedad anónima, issuing tokenized debt or economic rights, or investing through a vehicle that can issue shares.
Does the token holder become a shareholder?
Only if the token represents shares and the documents recognize the holder as a shareholder. If it represents debt or a right to income, the holder is a company creditor or has a contractual right, without thereby becoming a shareholder.
Can tokenized shares be resold?
Only within legal restrictions and the shareholder agreement. The contract enforces lock-ups, the right of first refusal and buyer eligibility, but liquidity depends on investor demand and on an authorized trading venue or an agreed exit mechanism.
Can a tokenized round include US investors?
It can, but it needs its own offering route. SEC staff stated in 2026 that recording a security on-chain does not change how securities law applies, so the offering must be registered or rely on an exemption, with advice in that country.
Who holds custody of tokenized shares?
Each investor can hold a custodial wallet on the platform, with MPC or multisig keys from institutional providers such as Fireblocks or BitGo integrated by API. Because the shares are securities, whoever holds them on the investor's behalf must be an authorized entity, and the register is kept by the entity designated in the issuance.
Asset tokenization
Other assets we tokenize.
Asset tokenization
Articles on equity tokenization
What is tokenization of companies and startups? Essential guide 2026
Rights, company form, DLT records and funding routes: criteria for structuring a company issuance without assuming liquidity.
Security tokens in Spain: regulation and issuance steps
Security tokens in Spain: rights, documentation, DLT representation and responsible register operators before issuing securities.
ERIR in Spain: roles and requirements for tokenized securities
ERIR functions, authorization, and responsibilities in Spain, with practical criteria for DLT registration, incident management, and issuance planning.
Set up a round with clear rights.
Tell us your company's legal form, the round you are preparing and which investors you are targeting, and we will tell you whether the company needs to convert.
