Bersaitz Alegre - Associate at Legal Node

As Europe enters a new era of digital asset regulation, the intersection of traditional securities law and blockchain technology has become one of the most complex—and consequential—challenges facing capital markets. The Markets in Crypto-Assets Regulation (MiCA) has brought unprecedented clarity to the European crypto ecosystem, yet for security tokens representing financial instruments, the regulatory landscape demands a sophisticated understanding of both established frameworks like MiFID II and emerging blockchain-specific requirements.

Bersaitz Alegre, a specialist in digital asset regulation at Legal Node, stands at the forefront of this transformation. With Legal Node having advised on over 40 tokenization projects since 2017, including serving as independent expert for Spain’s first authorized DLT registrar (ERIR), Bersaitz brings practical insights from structuring Security Token Offerings across multiple jurisdictions. His work bridges the gap between code and legal documentation, ensuring that the rights programmed into smart contracts align perfectly with enforceable investor protections.

In this comprehensive Q&A, Bersaitz addresses three critical dimensions of Europe’s security token landscape: the implementation challenges of MiCA and its relationship with securities regulation, the legal considerations essential to structuring tokenized real-world assets, and the future trajectory of digital capital markets as institutional adoption accelerates. His responses reveal a fundamental truth often overlooked by technologists: tokenization is not primarily a technological challenge, but a legal structuring project that uses blockchain as infrastructure for efficiency, transparency, and transferability.

For legal professionals navigating Security Token Offerings, compliance officers assessing regulatory obligations, and executives evaluating tokenization strategies, Bersaitz’s insights offer a roadmap through the complexities of Europe’s evolving regulatory framework—and a glimpse into the transformative potential of tokenized capital markets.

MiCA Implementation and Security Token Frameworks

As MiCA regulations come into force across the EU, how are you advising clients on the practical implementation challenges for security token offerings? What are the key compliance requirements that issuers often overlook, and how should companies structure their security token frameworks to ensure regulatory compliance while maintaining operational flexibility?

The introduction of MiCA represents a milestone for the European digital asset ecosystem. For the first time, the EU has established a unified regulatory framework, giving companies legal certainty about how to operate with crypto-assets. However, when it comes to security tokens, those representing financial instruments such as shares, bonds, or revenue participation rights, the relationship between MiCA and existing financial regulation becomes essential. Security tokens are excluded from the scope of MiCA. They fall under MiFID II and the EU securities law framework. As clarified in MiCA, the European Union’s legislative acts on financial services should be guided by the principles of ‘same activities, same risks, same rules’ and of technology neutrality.

This legal nuance creates one of the first major implementation challenges: classification. Many issuers still approach tokenization from a technological perspective and assume that, if an asset is issued on blockchain, it should automatically fall under MiCA. My first step with clients is always the opposite: we start with the legal nature of the asset. We define exactly what the token represents and the rights attached to it, long before discussing any blockchain architecture. If a token represents a financial instrument, then it must be treated as such; tokenization does not change its legal nature.

Another critical aspect that issuers often overlook is governance and rights enforcement. When a token grants voting rights, dividend rights, or transfer restrictions, those rights must be articulated consistently across all documentation. Traditional securities law requires that investor protections are enforceable. Blockchain adds an extra layer, where these same protections must be programmatically reflected in the smart contract. The technological layer cannot contradict or ignore what is stated in the legal documentation. Ensuring alignment between code and legal terms is one of the greatest complexities of tokenization.

Operational readiness also becomes a challenge. Issuing a security token is not just about minting units on a blockchain. Companies must define their onboarding process, their KYC/AML compliance, their custody model, or their secondary market strategy. Tokenization introduces efficiencies, but it demands a disciplined legal and operational approach. Too often, issuers underestimate the ongoing obligations associated with corporate actions such as share registers, reporting duties, and investor communications, between others. For example, in Spain, when carrying out a Security Token Offering (STO), an ERIR (a legal entity responsible for the registration and administration of the security tokens) must be established.

To preserve flexibility, I encourage issuers to think of their project in layers. The legal layer defines the rights and obligations. The technological layer translates those rights into smart contracts and ensures compliance through transfer rules or whitelisting logic. The operational layer ensures that the asset can exist and move in the real world.

When these three layers are aligned, tokenization moves beyond experimentation and becomes a scalable capital-markets instrument. The companies that understand this holistic approach will not only comply with regulation, but will be positioned to lead the market as this new infrastructure becomes the standard for issuing and managing financial assets.

Asset Tokenization Strategy and Legal Considerations

From your experience with asset tokenization projects, what are the critical legal considerations when tokenizing real-world assets? How do you navigate the intersection of traditional securities law, property rights, and blockchain technology, and what due diligence frameworks should companies implement to mitigate regulatory and operational risks?

We could define the tokenization of real-world assets as fundamentally “a legal challenge, supported by technology” . The key issue is not the token itself, but rather the enforceability of the rights it represents. Blockchain records provide transparency and immutability, but they do not create property rights by themselves. The law does.

The first step in any tokenization project is confirming the legal ownership and transferability of the underlying asset. Whether it is real estate, receivables, or intellectual property, the issuer must demonstrate that they have the legal power to fractionalize and transfer rights. In many jurisdictions, the transfer of ownership of certain assets requires formalities such as notarization, registration in public registries, or compliance with sector-specific rules. Blockchain cannot bypass these legal requirements, unless it is allowed by the law of the chosen state for the STO.

Furthermore, the rights embedded in a token must be crystal clear. Investors need to know whether they are purchasing direct ownership, economic rights, or governance rights. Confusion on this point can result in regulatory intervention, disputes between token holders and issuers, or even issues of consumer protection. Tokenization does not eliminate the need for transparency, it increases it.

The legal connection between the token and the asset is usually structured through corporate and contractual mechanisms. Depending on the type of asset and jurisdiction, this can involve a special purpose vehicle (for example, through an SPV structured in Luxembourg, a jurisdiction frequently used for cross-border tokenization due to its favorable regulatory framework), a trust, or a collateral arrangement. What matters is the legal enforceability of this link. If the underlying asset is not adequately safeguarded or segregated, the token has no value beyond its technological representation.

A second layer of complexity arises from securities law. In most tokenization initiatives, the token qualifies as a transferable security under MiFID II or national securities regulations. As such, issuers must comply with disclosure requirements, investor protection rules, and potentially the Prospectus Regulation. From a technological standpoint, we reinforce this compliance by relying on the ERC-3643 standard, which allows regulatory requirements (i.e. identity verification, investor eligibility,  transfer restrictions, etc.) to be enforced directly on-chain through permissioned token mechanisms.

In my experience, we can define tokenization, from a legal perspective, as a legal structuring and compliance project that uses blockchain as an infrastructure for efficiency, transparency, and transferability. Technology enables new business models, but the success of a tokenization project depends on its legal architecture.

The Future of Security Tokens in Europe Post-MiCA

Looking ahead, how do you see MiCA shaping the security token landscape in Europe? What opportunities does the regulatory clarity create for institutional adoption, and what challenges remain for companies looking to leverage security tokens for capital formation and asset management?

MiCA establishes a foundation that Europe has been lacking. It separates speculation-driven “crypto assets” from regulated tokenization activities (i.e. financial instruments). Security tokens will continue to operate under MiFID II and securities law, but thanks to MiCA and the DLT Pilot Regime, they now exist within a harmonized ecosystem with clear rules.

This clarity opens the door to institutional adoption. The potential impact on private capital markets is especially significant: tokenization introduces liquidity and lowers entry barriers, making capital formation faster and more efficient.

At the same time, challenges remain. Interoperability is a key obstacle. Today, tokenization platforms and digital custodians often operate in silos. Until the industry converges on shared standards, the full potential (i.e. of secondary market liquidity) will not be realized.

However, these obstacles are transitional. Over the next few years, we will see increasing alignment of national corporate laws, improved blockchain integration in corporate registries, and standardized frameworks. MiCA marks the beginning of a shift from speculative token markets to regulated digital capital markets.

I think this is only the beginning. There are still areas that remain outside the regulatory perimeter, especially DeFi, decentralized lending, and the interaction between tokenized securities and e-money tokens, for example. Questions such as “how decentralized lending of e-money tokens will be regulated when a security token is used as collateral?” remain unanswered. The upcoming convergence of blockchain with artificial intelligence will introduce new financial models and risk dynamics that current frameworks do not yet contemplate. MiCA is a foundational step, but the true transformation will come as regulation evolves to accommodate these new decentralized and intelligent financial infrastructures. We will probably see MiCA 2, MiCA 3… and integration of blockchain concepts in traditional capital markets laws. In short, the future of tokenization is exceptionally promising, and now it is up to regulation to rise to the challenge and match the pace of innovation.