San Marino“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
Asset tokenization in San Marino
We build the platform to tokenize bonds, shares and revenue rights in San Marino: investor onboarding, ERC-3643 tokens and the holder register, coordinated with the law firm that structures the issuance under Delegated Decree 138/2024, the LISF and the Companies Law.
Tokenize your asset
They trust Metlabs to tokenize their assets
Why San Marino
Why tokenize assets in San Marino?
Since 2024, San Marino has regulated token issuance, offers and services with its own decree, outside MiCA. A tokenized bond or share is a type A token: it keeps its financial instrument regime under the Banca Centrale, and the issuer registers in the DLT Operators Register. An issuance below €1 million needs no prospectus.
2024
year of Delegated Decree 138, which regulates token issuance, offers and services
Consiglio Grande e Generale · 2024€1M
per issuance: below it, an offer of financial products needs no prospectus
BCSM · Regulation 2023-03What gets tokenized
Debt, equity and revenue: what gets tokenized in San Marino
Almost every tokenized issuance represents one of these three rights against the issuer. The right determines the vehicle, the competent authority and who keeps the holder register, and it is settled before the network or the token standard.
| Right | Debt | Equity | Revenue |
|---|---|---|---|
| What is issued | Registered bonds | Shares and quotas | Revenue rights |
| The investor receives | The investor lends to the issuer and receives interest and, at maturity, the principal. | The investor joins the share capital: dividends, voting rights and a share of any sale or liquidation. | The investor receives a share of the income from an asset: rents, energy sold, sales or royalties. |
| The token enforces |
|
|
|
| Issuer | S.p.A. only | S.p.A. or S.r.l. | S.p.A. or S.r.l. |
| Register | Issuer, in tokenized form | Shareholder register | The token's distributed ledger |
| Law | Law 47/2006, art. 31 | Law 47/2006, arts. 24 to 28 | DD 138/2024 and LISF |
| How it is issued | Only an S.p.A. can issue them, always in registered form and up to twice its capital and available reserves; the statutory auditors give a favorable opinion and certify the limit. The LISF recognizes financial instruments in tokenized form: the bond becomes a type A token, supervised by the BCSM. | Registered shares and quotas are transferred by public deed or authenticated private deed, which the notary files with the court registry, and the transfer takes effect against the company once entered in the shareholder register. The token can reflect ownership, but every transfer goes through those formalities. | It is classified by its rights: if it is a financial instrument, it is a type A token under the BCSM; if not, it is type B and its white paper is notified to San Marino Innovation. If it promises a financial return, it may also be a financial product subject to the BCSM offer rules. |
Regulation
Regulation guide for San MarinoWhich regulation applies to tokenization in San Marino?
It depends on the right the token represents. A tokenized bond or share is a type A token: it follows the LISF, the Companies Law and the rules of the Banca Centrale (BCSM), which supervises it. All other tokens are type B and fall under San Marino Innovation. San Marino is not an EU member, so MiCA does not apply.
Every token issuer must be a capital company registered in the DLT Operators Register, kept by San Marino Innovation. For type A tokens, the issuance and the offer are supervised by the BCSM, which also sets the conditions for issuing in tokenized form. Notifying a white paper does not mean the authority approves its content.
A public offer of financial products requires a prospectus authorized by the BCSM, filed by the intermediary placing the issuance or, if it is offered only at its own premises, by the San Marino issuer itself. Offers to professional clients, to no more than 150 people, below €1 million or with a minimum of €100,000 per investor fall outside. We coordinate the structure with law firms, and entities authorized by the BCSM provide the regulated services.
San Marino
NeutralScore65
- Authorities
- BCSM, San Marino Innovation and AIF
- Latest regulatory change
- Jan 2026
Key authorisations
- BCSM authorisation for covered financial activities
- Authorisation and DLT registration according to token and service
- Commencement approval, financial requirements and separate issuance permissions
Our legal partners
Methodology
How we tokenize an asset in San Marino, step by step
The four phases of our methodology, with the parties involved in San Marino. The law firm and our engineering team work in parallel from the asset review to investor acquisition.
We review the asset's title, encumbrances and cash flows, and decide with the issuer whether the token will be debt, shares or a revenue right. That sets the vehicle, an S.p.A. or an S.r.l., the token type, A or B, and the competent authority.
The law firm classifies the token, prepares the registration in the DLT Operators Register and chooses the offer route: a prospectus authorized by the BCSM or an exempt offer. For bonds, the S.p.A.'s statutory auditors issue their opinion before the resolution is carried out.
We configure the white label platform with your brand: investor onboarding with KYC, signature, payment and ERC-3643 tokens carrying the offer's rules. Coordination with the shareholder register and coupon or dividend schedules are custom development.
With the issuer and, where there is one, the intermediary placing the issuance, we prepare the offer page and measure the journey to a paid subscription. After the issuance, the platform handles distributions, transfers between verified investors and reporting.
Milestones
Tokenization milestones in San Marino
The dates that brought San Marino's token regime into force, taken from our regulation guide. Each milestone links to its source.
See the full timelineDelegated Decree 138
Final DLT regime following ratification with amendments.
Decree 138/2024New framework takes effect
Date announced by BCSM and San Marino Innovation for implementing rules.
BCSM and Institute · Start of effectUpdated BCSM regulation
Consolidated version II of Regulation 2024-03.
BCSM · Regulation 2024-03, updated
Reviews in San Marino
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
Platform
What does our white label tokenization platform include in San Marino?
The investor portal, ERC-3643 tokens and issuer console, under your brand. Out of the box it handles onboarding, signing, payment and distributions; anything else your issuance needs, such as a local payment method or a connection to your bank or custodian, we build on the same platform.
Request a demo
- Your brand and domainYour visual identity and legal notices across the investor portal.
- Investor onboardingSign-up, KYC with identity card or passport, KYB, AML checks and a custodial wallet.
- End-to-end investmentE-signature and payment in euros by SEPA transfer or with stablecoin (USDT/USDC).
- ERC-3643 tokensEvery type A token is issued under the rules of an offer to professional clients.
- Issuer consoleProjects, investors, euro reconciliation, interest payments and reporting.
- Compliance and audit trailKYC and AML (Law 92/2008) file per investor, and an exportable audit log.
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.
FAQ
Frequently asked questions about tokenization in San Marino
What we are asked before a project starts.
Talk to our teamIs asset tokenization legal in San Marino?
Yes. Delegated Decree 138/2024 regulates token issuance, offers, admission to trading and services, and the LISF recognizes financial instruments in tokenized form. What requires authorization is the issuer's registration in the DLT Operators Register, BCSM supervision of type A tokens and the prospectus for a public offer.
Can an S.r.l. issue tokenized bonds?
No. The Companies Law reserves bonds to the S.p.A., capped at twice its capital and available reserves. An S.r.l. can issue a revenue token. Its quotas are transferred by public deed or authenticated private deed and entered in the shareholder register, a formality a token does not replace.
How much can be raised without a prospectus in San Marino?
Under BCSM Regulation 2023-03, no prospectus is needed for an offer below €1 million per issuance, aimed at no more than 150 non-professional investors, at professionals only or with a minimum of €100,000 per investor. A prospectus approved in an EU state is recognized if its approval is evidenced and it is in Italian or English.
Does the token give ownership of the asset?
Not by itself. The token represents a right against the issuer, and neither registration in the DLT Operators Register nor the white paper or admission to a platform evidences the transfer of a property. The asset stays in its owner's name, usually the issuing company, and the issuance documents set out what the investor acquires.
Asset tokenization
Assets we tokenize in San Marino.
Asset tokenization
Articles on tokenization
What are the differences between security tokens and utility tokens?
How to distinguish financial rights from service access, what legal classification examines and why a token’s name does not determine its regulation.
Real Asset Tokenization: How RWA Tokenization Works
How to structure an RWA project: holder rights, issuance, recordkeeping, payments and recovery. What blockchain adds and what depends on the legal arrangement.
OpenZeppelin and ERC-3643: how a security token is built
What OpenZeppelin libraries and ERC-3643 controls provide, and what a securities issuance also requires: rights, permissions, operations and review.
Tokenize your asset in San Marino
Tell us which right you want to issue and we will propose the technical structure, timeline and phased budget.
Where we are
We're your tokenization company in:
Metlabs Offices
Av. García Sabell, 1, Edificio Proa 15009 A Coruña, Spain
We tokenize assets in
SpainUnited StatesUAEUnited KingdomMexicoSingaporeAustraliaSwitzerlandColombiaArgentinaChilePeruPortugalGermanyHong KongBrazilEcuadorFranceIndiaPanamaAndorraAustriaBahrainBelgiumBoliviaCanadaCosta RicaCubaCyprusCzechiaDenmarkDominican RepublicEl SalvadorEstoniaFinlandGreeceGuatemalaHondurasHungaryIrelandIsraelItalyJapanKuwaitLiechtensteinLithuaniaLuxembourgMaltaMonacoMoroccoNetherlandsNew ZealandNicaraguaNigeriaNorwayOmanParaguayPolandPuerto RicoQatarRomaniaSaudi ArabiaSeychellesSouth AfricaSouth KoreaSwedenTurkeyUruguayVenezuela
