{"id":118406,"date":"2026-01-20T15:07:04","date_gmt":"2026-01-20T14:07:04","guid":{"rendered":"https:\/\/ceadigilaw.org\/la-gran-ficcion-de-la-tokenizacion-inmobiliaria-2\/"},"modified":"2026-07-17T20:33:40","modified_gmt":"2026-07-17T18:33:40","slug":"la-gran-ficcion-de-la-tokenizacion-inmobiliaria-2","status":"publish","type":"post","link":"https:\/\/ceadigilaw.org\/en\/blog\/la-gran-ficcion-de-la-tokenizacion-inmobiliaria-2\/","title":{"rendered":"The great fiction of real estate tokenisation"},"content":{"rendered":"

SJD \/ Dr. iuris Antonio Tejeda Encinas<\/strong><\/a> President of the Euro-American Committee of Digital Law - CEA Digital Law<\/strong><\/a> | CEO of Meta Channel Corporation<\/strong><\/a><\/p>\n

The problem is not the technology but the language<\/h3>\n

For years now, the internet has been awash with platforms and projects claiming to \u2018tokenise real estate\u2019, promising fractional ownership, instant liquidity and global access \u2013 as if merely holding a token were the same as owning a fraction of a property with full effect against third parties. That narrative, repeated across the crypto and real estate ecosystems, conceals a serious conceptual error: it confuses the technological medium of a transaction with its legal validity. That mismatch is producing ill-informed investments, invalid structures and, in more than a few cases, outright fraud.<\/p>\n

The underlying problem is not that blockchain technology is ineffective. Blockchain does what it was designed to do: prove that a piece of data was written at a given moment and has not been altered since. But that technical certification does not create rights in rem, does not transfer ownership and does not confer enforceability erga omnes. In Spain, ownership of real estate can only be validly transferred by public deed and, as against third parties, through registration in the Land Registry (\u2018Registro de la Propiedad\u2019). A token cannot by itself transfer rights in rem or replace those requirements, because Article 1280 of the \u2018C\u00f3digo Civil\u2019 (Spanish Civil Code) requires a public deed for the transfer of rights in rem over immovable property, and the \u2018Ley Hipotecaria\u2019 (Spanish Mortgage Act) entrusts the Registry with public faith and with the protection of bona fide third parties.<\/p>\n

What is possible \u2013 and this should be said unambiguously \u2013 is to structure, in legal terms, economic, credit or corporate rights linked to a property, always within the existing framework of civil, mortgage and financial law. But in that case it is not the property that is being tokenised but the legal structure surrounding it: shares in a special purpose vehicle, claims over rental income streams, profit-participating loans, real estate bonds or financial instruments subject to MiFID II or MiCA. That distinction is not an academic nicety; it is the line between what is legally possible and what is narratively profitable.<\/p>\n

What really happens when someone says they are tokenising a property<\/h3>\n

When a platform announces that it \u2018tokenises real estate\u2019, in practice it is usually doing one of three things, none of which amounts to tokenising real estate ownership in the technical, land-registry sense.<\/p>\n

First structure: an SPV that owns the property, and equity tokens.<\/strong> The most common arrangement is to set up a special purpose vehicle (SPV) that appears as the owner of the property in the Land Registry, while investors acquire tokens representing shares, equity interests or economic rights linked to that company. The property remains registered in the SPV\u2019s name; in legal terms, the tokens are equity or quasi-equity. Platforms such as RealT have popularised this model in the United States: each property is held through an LLC, the tokens represent membership interests and rental income is paid out in cryptocurrency, but the registered owner of the property is still the company, not a diffuse group of token holders. * These references are given as typological examples, not as a judgment on legality or legitimacy.<\/em><\/p>\n

From a property law perspective, the investor does not own the property: they are a shareholder or member of a legal person that does. If the company is wound up, becomes insolvent or has its assets seized, the investor\u2019s position is that of a shareholder or, at most, a residual creditor. Blockchain does not change that basic fact.<\/p>\n

Second structure: tokenisation of credit rights and economic flows.<\/strong> Another variant is the tokenisation of credit rights linked to the property: profit-participating loans, bonds, rental income or revenue-sharing schemes. In this model, the token represents neither ownership nor an equity stake but a claim: the right to receive part of the rental income or of any future capital gain. Reental\u2019s operations in Spain are a textbook example: investors acquire tokens representing profit-participating loans to companies that operate properties, earning variable interest based on rental income and any eventual sale, but without acquiring any right in rem over the assets.<\/p>\n

The framework is entirely one of civil and financial law: these are claims against a company or vehicle, possibly backed by security, but the Land Registry continues to show the issuing company or a third party as owner. The token holder is a creditor, not an owner; and in any conflict with a third party who registers a right in rem, the third party will prevail by virtue of the public faith of the Registry.<\/p>\n

Third structure: economic fractionalisation dressed up as digital ownership.<\/strong> The most problematic variant is one in which a purely economic fractionalisation is marketed using the language of \u2018ownership\u2019, \u2018shares of the property\u2019 or \u2018fractional ownership\u2019, when in reality all that exists is a private contract with no proprietary effect against third parties and no entry whatsoever in the Registry. In such cases, the investor buys a token embodying a promise of a share in rental income or capital gains, but acquires neither a right in rem nor a title that can be asserted against attachment orders, mortgages or subsequently registered transfers.<\/p>\n

This third group is where marketing most easily turns into fraud. The investor believes they are buying \u2018a piece of the flat\u2019, but legally they hold only a contingent claim against an issuing entity, usually based in another jurisdiction and often subject to little regulatory oversight. Blockchain adds no legal protection: it simply records the existence of a token that no public registry recognises as a title.<\/p>\n

Why a token cannot be a title to real estate<\/h3>\n

The reason why a token cannot currently become a stand-alone title to real estate has nothing to do with the technical capabilities of blockchain and everything to do with the structure of property law, which is a matter of public policy.<\/p>\n

Under the Spanish system, a contract for the sale of real estate may be concluded in a private document, but transferring ownership with full effect requires a public deed and, for the transfer to be enforceable against third parties, registration in the Land Registry. Article 1280 of the Civil Code requires a public deed for the transfer of rights in rem over immovable property; Article 609 CC combines title and mode of acquisition; and, under Article 1462 CC, the public deed can take the place of delivery (instrumental traditio). The Mortgage Act, in turn, makes the Registry the backbone of the system: registration is not constitutive in every case, but it is decisive for protecting bona fide third parties and for bringing stability to legal transactions.<\/p>\n

Blockchain cannot perform these functions because it lacks the features that the legal system requires: there is no public authority responsible for the entry, no prior review of legality, no assessment by a registrar, no system of priority or public faith, and no institutional mechanism for correcting errors and nullities. What the technology offers is proof of integrity, not legal legitimation. Recording on a blockchain that A \u2018transfers\u2019 a token to B does not make B the registered owner of the property the token supposedly represents; at best, it makes B the holder of a right in personam against the issuer of the scheme.<\/p>\n

This logic is not unique to Spain. It is part of an institutional design that no reasonably serious state has abandoned \u2013 not even those that have spent years experimenting with blockchain in public registries.<\/p>\n

Comparative law does not refute the argument \u2013 it confirms it<\/h3>\n

In comparative terms, the picture is uniform: no country has turned the token into a stand-alone title to real estate with constitutive effect. At most, blockchain has been put at the service of the registry, not in its place.<\/p>\n

In Sweden, a project run by Lantm\u00e4teriet (the Swedish land registration authority) tested the digitalisation of the transfer process on blockchain, with the aim of cutting time and cost, but the transfer of title still depended on the state registry: the technology was used as infrastructure for the procedure, not as a substitute for the land registration system or as an autonomous source of rights in rem.<\/p>\n

In Georgia, property titles are anchored to the blockchain to strengthen integrity and traceability, through projects initially developed with Bitfury and, more recently, agreements to explore tokenisation on Hedera. But the constitutive authority remains the National Agency of Public Registry; there is no regime under which the mere transfer of a token, outside the registry, has erga omnes effect on land ownership.<\/p>\n

In Dubai, the Dubai Land Department has launched \u2018property tokens\u2019 and fractional investment platforms in partnership with private companies, using blockchain as the underlying medium. But valid ownership is still the ownership recognised by the Emirati land registry: the token operates as an authorised reflection of the registry entry and as a financial vehicle, not as a stand-alone title that displaces the registry.<\/p>\n

Far from refuting the argument, comparative law reinforces it. The global trend is towards better registration, not towards doing away with the registry.<\/p>\n

The structural confusion: digital wills, smart contracts and DAOs<\/h3>\n

The fiction of \u2018blockchain-native ownership\u2019 of real estate repeats a pattern already seen elsewhere: the \u2018digital will\u2019, \u2018smart contracts that replace the notary\u2019 or \u2018DAOs that own property\u2019 without recognised legal personality. In each of them, technological enthusiasm tends to overlook the fact that there are matters the legal system does not leave to private autonomy or to mere technique, however flawlessly that technique may work. You can read my latest article on the digital will here<\/a><\/p>\n

In all these cases, the underlying error is the same: confusing the technological medium through which an intention is expressed with the legal validity of that intention. Succession law, property law and the regime of rights in rem do not suffer from a lack of technology; they are public-policy instruments designed to protect third parties, ensure the stability of transactions and channel private autonomy through controlled forms.<\/p>\n

Ignoring the limits is not innovation: it is stepping outside the law<\/h3>\n

Real estate tokenisation can bring efficiency, transparency and new ways of accessing investment, but only if it is built on a sound legal architecture. When blockchain is presented as a substitute for the Land Registry, when it is promised that a token \u2018is\u2019 ownership of the property, with no public deed or registration, when fractions are sold of something the legal system does not recognise as a right in rem, that is not innovation: it is a departure from the legal system and exposure to risk on a massive scale.<\/p>\n

In Spain, as in other advanced jurisdictions, the underlying message is simple and should be stated plainly: without the Registry there is no real estate ownership, and without ownership there is no transfer<\/strong>. Technology can improve the channel, but never do away with it. And it is at that boundary, rather than in the uncritical celebration of \u2018everything can be tokenised\u2019, that the difference will be made between an ecosystem that innovates within the law and a market that lives on conceptual fictions \u2013 fictions that will end up being settled in the courts.<\/p>\n

* These references are given as typological examples, not as a judgment on legality or legitimacy.<\/em><\/p>\n","protected":false},"excerpt":{"rendered":"

SJD \/ Dr. iuris Antonio Tejeda Encinas President of the Euro-American Committee of Digital Law - CEA Digital Law | CEO of Meta Channel Corporation The problem is not the technology but the language For years now, the internet has been awash with platforms and projects claiming to \u2018tokenise real estate\u2019, promising fractional ownership, instant […]<\/p>\n","protected":false},"author":2,"featured_media":116324,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"wds_primary_category":0,"wds_primary_cea_women":0,"footnotes":""},"categories":[1103],"tags":[],"cea_women":[],"class_list":["post-118406","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-blockchain-crypto-assets"],"acf":[],"_links":{"self":[{"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/posts\/118406","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/comments?post=118406"}],"version-history":[{"count":1,"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/posts\/118406\/revisions"}],"predecessor-version":[{"id":119281,"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/posts\/118406\/revisions\/119281"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/media\/116324"}],"wp:attachment":[{"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/media?parent=118406"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/categories?post=118406"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/tags?post=118406"},{"taxonomy":"cea_women","embeddable":true,"href":"https:\/\/ceadigilaw.org\/en\/wp-json\/wp\/v2\/cea_women?post=118406"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}