Regulation (EU) 2023\/1114 (Markets in Crypto-Assets Regulation \u2013 MiCAR) establishes a harmonised legal framework for the issuance of and services related to crypto-assets within the EEA (i.e. the EU, Liechtenstein, Norway, and Iceland). <\/p>\n\n
MiCAR sets out uniform requirements for the public offering and admission to trading of crypto-assets on a trading platform. A key element of this is the obligation to prepare and publish a whitepaper. <\/p>\n\n
In this blog post, we provide a practical overview of what crypto-asset service providers should know about the requirements for MiCAR crypto-asset whitepapers. <\/p>\n\n
1. What is MiCAR?<\/p>\n\n
MiCAR is a regulation of the European Union that came into force at the end of 2024. For the first time, it introduces harmonised rules for crypto-assets across all EEA member states. Its goal is to make the market safer and more transparent \u2013 for both service providers and investors. <\/p>\n\n
MiCAR applies in particular to: crypto-assets that are to be publicly offered or admitted to trading; and crypto-asset service providers, such as custody and administration of crypto-assets on behalf of clients, operation of a trading platform for crypto-assets, or exchanging crypto-assets for funds or other crypto-assets.<\/p>\n\n
2. What are \u201ccrypto-assets\u201d under MiCAR?<\/p>\n\n
MiCAR defines crypto-assets as a digital representation of a value or right that can be transferred and stored electronically using the distributed ledger technology or a similar technology. <\/p>\n\n
MiCAR distinguishes between three categories of crypto-assets:<\/p>\n\n
Expressly excluded from the scope of MiCAR are funds, deposits, and financial instruments (securities). <\/p>\n\n
As a result, security tokens do not fall under MiCAR but under the MiFID framework. Public offerings of security tokens therefore require a prospectus under applicable securities law, not a MiCAR whitepaper. <\/p>\n\n
3. When is a crypto-asset whitepaper required? <\/p>\n\n
Anyone wishing to publicly offer a crypto-asset or admit it to trading on a crypto-asset trading platform within the EEA is required to prepare and publish a MiCAR-compliant crypto-asset whitepaper. <\/p>\n\n
There are certain exemptions for public offerings:<\/p>\n\n
4. What must be included in a MiCAR crypto-asset whitepaper?<\/p>\n\n
The crypto-asset whitepaper is intended to inform potential investors transparently and comprehensively about the crypto-asset, its risks and the underlying technology. It is comparable to a securities prospectus in traditional capital markets law.
Key contents of a MiCAR crypto-asset whitepaper include:
5. Does the whitepaper need to be submitted to a supervisory authority?<\/p>\n\n
Yes. The crypto-asset whitepaper must be submitted 20 business days prior to publication to the competent authority (in Liechtenstein, this is the Financial Market Authority Liechtenstein \u2013 FMA). <\/p>\n\n
Along with the crypto-asset whitepaper, a legal assessment of the qualification of the crypto-asset must be submitted, including a demarcation from financial instruments. <\/p>\n\n
However, the competent authority does not review or approve the content of the crypto-asset whitepaper. It merely acknowledges receipt and transmits the relevant data to the ESMA Interim Register. There is no approval process as is the case for a securities prospectus. <\/p>\n\n
6. How must a crypto-asset whitepaper be published and updated?<\/p>\n\n
The white paper for crypto-assets must be published on the provider\u2019s website and kept up to date at all times. <\/p>\n\n
If a significant new factor, a material error, or an inaccuracy arises that could affect the assessment of the crypto-assets, the white paper must be updated accordingly. The revised version must be submitted to the competent supervisory authority at least seven working days before its publication. <\/p>\n\n
Previous versions of the whitepaper, as well as all marketing materials used, must remain publicly accessible on the provider\u2019s website for at least ten years. <\/p>\n\n
7. What must be considered when marketing a crypto-asset white paper?<\/p>\n\n
All marketing activities must comply with the requirements of the MiCAR regulation. <\/p>\n\n
Therefore, marketing communications must be clearly identifiable as such and may only be distributed after the related whitepaper has been published. <\/p>\n\n
In addition, marketing information must be fair, clear, and not misleading. It must be consistent with the content of the crypto-asset whitepaper. Marketing materials must also include a clear reference to the whitepaper’s publication, relevant contact details, and the required legal disclaimers and statements. <\/p>\n\n
8. Conclusion<\/p>\n\n
MiCAR introduces clear rules for the issuance and offering of crypto-assets within the EEA. The crypto-asset whitepaper plays a central role in informing investors about the crypto-asset, associated rights and risks, and the underlying technology. <\/p>\n\n
isp attorneys at law is happy to support you with the structuring of your token\/coin\/crypto-asset, the legal assessment, and the preparation of a MiCAR-compliant crypto-asset whitepaper. <\/p>\n\n
Start with us now and contact us at office@isp.law<\/a> or use our fully automated booking tool to make an appointment directly for an initial consultation at https:\/\/www.isp.law\/en\/book-an-appointment<\/a>.<\/p>\n\n <\/p>\n","protected":false},"excerpt":{"rendered":" Regulation (EU) 2023\/1114 (Markets in Crypto-Assets Regulation \u2013 MiCAR) establishes a harmonised legal framework for the issuance of and services related to crypto-assets within the EEA (i.e. the EU, Liechtenstein, Norway, and Iceland). MiCAR sets out uniform requirements for the public offering and admission to trading of crypto-assets on a trading platform. A key element […]<\/p>\n","protected":false},"author":1,"featured_media":3806,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_seopress_robots_primary_cat":"","_seopress_titles_title":"","_seopress_titles_desc":"","_seopress_robots_index":"","footnotes":""},"categories":[45,46],"tags":[],"class_list":["post-3807","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-banking-and-finance","category-startup-desk-en"],"_links":{"self":[{"href":"https:\/\/www.isp.law\/en\/wp-json\/wp\/v2\/posts\/3807","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.isp.law\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.isp.law\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.isp.law\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.isp.law\/en\/wp-json\/wp\/v2\/comments?post=3807"}],"version-history":[{"count":5,"href":"https:\/\/www.isp.law\/en\/wp-json\/wp\/v2\/posts\/3807\/revisions"}],"predecessor-version":[{"id":3821,"href":"https:\/\/www.isp.law\/en\/wp-json\/wp\/v2\/posts\/3807\/revisions\/3821"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.isp.law\/en\/wp-json\/wp\/v2\/media\/3806"}],"wp:attachment":[{"href":"https:\/\/www.isp.law\/en\/wp-json\/wp\/v2\/media?parent=3807"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.isp.law\/en\/wp-json\/wp\/v2\/categories?post=3807"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.isp.law\/en\/wp-json\/wp\/v2\/tags?post=3807"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}