Source: OJ L 150, 9.6.2023, pp. 40–205
Current language: EN
- Markets in crypto-assets
Basic legislative acts
- MiCA regulation
Annex I
DISCLOSURE ITEMS FOR THE CRYPTO-ASSET WHITE PAPER FOR CRYPTO-ASSETS OTHER THAN ASSET-REFERENCED TOKENS OR E-MONEY TOKENS
Part A: Information about the offeror or the person seeking admission to trading
Name;
Legal form;
Registered address and head office, where different;
Date of the registration;
Legal entity identifier or another identifier required pursuant to applicable national law;
A contact telephone number and an email address of the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; or the person seeking admission to trading, and the period of days within which an investor contacting the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; or the person seeking admission to trading via that telephone number or email address will receive an answer;
Where applicable, the name of the parent company;
Identity, business addresses and functions of persons that are members of the management bodymeans the body or bodies of an issuer, offeror or person seeking admission to trading, or of a crypto-asset service provider, which are appointed in accordance with national law, which are empowered to set the entity’s strategy, objectives and overall direction, and which oversee and monitor management decision-making in the entity and include the persons who effectively direct the business of the entity; of the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; or person seeking admission to trading;
Business or professional activity of the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; or person seeking admission to trading and, where applicable, of its parent company;
The financial condition of the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; or person seeking admission to trading over the past three years or where the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; or person seeking admission to trading has not been established for the past three years, its financial condition since the date of its registration.
The financial condition shall be assessed based on a fair review of the development and performance of the business of the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; or person seeking admission to trading and of its position for each year and interim period for which historical financial information is required, including the causes of material changes.
The review shall be a balanced and comprehensive analysis of the development and performance of the business of the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; or person seeking admission to trading and of its position, consistent with the size and complexity of the business.
Part B: Information about the issuer, if different from the offeror or person seeking admission to trading
Name;
Legal form;
Registered address and head office, where different;
Date of the registration;
Legal entity identifier or another identifier required pursuant to applicable national law;
Where applicable, the name of the parent company;
Identity, business addresses and functions of persons that are members of the management bodymeans the body or bodies of an issuer, offeror or person seeking admission to trading, or of a crypto-asset service provider, which are appointed in accordance with national law, which are empowered to set the entity’s strategy, objectives and overall direction, and which oversee and monitor management decision-making in the entity and include the persons who effectively direct the business of the entity; of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;;
Business or professional activity of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; and, where applicable, of its parent company.
Part C: Information about the operator of the trading platform in cases where it draws up the crypto-asset white paper
Name;
Legal form;
Registered address and head office, where different;
Date of the registration;
Legal entity identifier or another identifier required pursuant to applicable national law;
Where applicable, the name of the parent company;
The reason why that operator drew up the crypto-assetmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; white paper;
Identity, business addresses and functions of persons that are members of the management bodymeans the body or bodies of an issuer, offeror or person seeking admission to trading, or of a crypto-asset service provider, which are appointed in accordance with national law, which are empowered to set the entity’s strategy, objectives and overall direction, and which oversee and monitor management decision-making in the entity and include the persons who effectively direct the business of the entity; of the operator;
Business or professional activity of the operator and, where applicable, of its parent company.
Part D: Information about the crypto-asset project
Name of the crypto-assetmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; project and of the crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;, if different from the name of the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; or person seeking admission to trading, and abbreviation or ticker handler;
A brief description of the crypto-assetmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; project;
Details of all natural or legal persons (including business addresses or domicile of the company) involved in the implementation of the crypto-assetmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; project, such as advisors, development team and crypto-asset service providersmeans a legal person or other undertaking whose occupation or business is the provision of one or more crypto-asset services to clients on a professional basis, and that is allowed to provide crypto-asset services in accordance with Article 59;;
Where the crypto-assetmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; project concerns utility tokensmeans a type of crypto-asset that is only intended to provide access to a good or a service supplied by its issuer;, key features of the goods or services to be developed;
Information about the crypto-assetmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; project, especially past and future milestones of the project and, where applicable, resources already allocated to the project;
Where applicable, planned use of any fundsmeans funds as defined in Article 4, point (25), of Directive (EU) 2015/2366; or other crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; collected.
Part E: Information about the offer to the public of crypto-assets or their admission to trading
Indication as to whether the crypto-assetmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; white paper concerns an offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; or their admission to trading;
The reasons for the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; or for seeking admission to trading;
Where applicable, the amount that the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; intends to raise in fundsmeans funds as defined in Article 4, point (25), of Directive (EU) 2015/2366; or in any other crypto-assetmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;, including, where applicable, any minimum and maximum target subscription goals set for the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;, and whether oversubscriptions are accepted and how they are allocated;
The issue price of the crypto-assetmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; being offered to the public (in an official currencymeans an official currency of a country that is issued by a central bank or other monetary authority; or any other crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;), any applicable subscription fee or the method in accordance with which the offer price will be determined;
Where applicable, the total number of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; to be offered to the public or admitted to trading;
Indication of the prospective holders targeted by the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; or admission of such crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; to trading, including any restriction as regards the type of holders for such crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;;
Specific notice that purchasers participating in the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; will be able to be reimbursed if the minimum target subscription goal is not reached at the end of the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets;, if they exercise the right to withdrawal foreseen in Article 13 or if the offer is cancelled and detailed description of the refund mechanism, including the expected timeline of when such refunds will be completed;
Information about the various phases of the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;, including information on discounted purchase price for early purchasers of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; (pre-public sales); in the case of discounted purchase prices for some purchasers, an explanation why purchase prices may be different, and a description of the impact on the other investors;
For time-limited offers, the subscription period during which the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; is open;
The arrangements to safeguard fundsmeans funds as defined in Article 4, point (25), of Directive (EU) 2015/2366; or other crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; as referred to in Article 10 during the time-limited offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; or during the withdrawal period;
Methods of payment to purchase the crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; offered and methods of transfer of the value to the purchasers when they are entitled to be reimbursed;
In the case of offers to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets;, information on the right of withdrawal as referred to in Article 13;
Information on the manner and time schedule of transferring the purchased crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; to the holders;
Information about technical requirements that the purchaser is required to fulfil to hold the crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;;
Where applicable, the name of the crypto-asset service providermeans a legal person or other undertaking whose occupation or business is the provision of one or more crypto-asset services to clients on a professional basis, and that is allowed to provide crypto-asset services in accordance with Article 59; in charge of the placing of crypto-assetsmeans the marketing, on behalf of or for the account of the offeror or a party related to the offeror, of crypto-assets to purchasers; and the form of such placement (with or without a firm commitment basis);
Where applicable, the name of the trading platform for crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; where admission to trading is sought, and information about how investors can access such trading platforms and the costs involved;
Expenses related to the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;;
Potential conflicts of interest of the persons involved in the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; or admission to trading, arising in relation to the offer or admission to trading;
The law applicable to the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;, as well as the competent court.
Part F: Information about the crypto-assets
The type of crypto-assetmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; that will be offered to the public or for which admission to trading is sought;
A description of the characteristics, including the data necessary for classification of the crypto-assetmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; white paper in the register referred to in Article 109, as specified in accordance with paragraph 8 of that Article, and functionality of the crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; being offered or admitted to trading, including information about when the functionalities are planned to apply.
Part G: Information on the rights and obligations attached to the crypto-assets
A description of the rights and obligations, if any, of the purchaser, and the procedure and conditions for the exercise of those rights;
A description of the conditions under which the rights and obligations may be modified;
Where applicable, information on the future offers to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; by the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; and the number of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; retained by the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; itself;
Where the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; or their admission to trading concerns utility tokensmeans a type of crypto-asset that is only intended to provide access to a good or a service supplied by its issuer;, information about the quality and quantity of goods or services to which the utility tokensmeans a type of crypto-asset that is only intended to provide access to a good or a service supplied by its issuer; give access;
Where the offers to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; or their admission to trading concerns utility tokensmeans a type of crypto-asset that is only intended to provide access to a good or a service supplied by its issuer;, information on how utility tokensmeans a type of crypto-asset that is only intended to provide access to a good or a service supplied by its issuer; can be redeemed for goods or services to which they relate;
Where an admission to trading is not sought, information on how and where the crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; can be purchased or sold after the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets;;
Restrictions on the transferability of the crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; that are being offered or admitted to trading;
Where the crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; have protocols for the increase or decrease of their supply in response to changes in demand, a description of the functioning of such protocols;
Where applicable, a description of protection schemes protecting the value of the crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; and of compensation schemes;
The law applicable to the crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;, as well as the competent court.
Part H: Information on the underlying technology
Information on the technology used, including distributed ledger technologyor ‘DLT’ means a technology that enables the operation and use of distributed ledgers;, protocols and technical standards used;
The consensus mechanismmeans the rules and procedures by which an agreement is reached, among DLT network nodes, that a transaction is validated;, where applicable;
Incentive mechanisms to secure transactions and any fees applicable;
Where the crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; are issued, transferred and stored using distributed ledger technologyor ‘DLT’ means a technology that enables the operation and use of distributed ledgers; that is operated by the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;, the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; or a third-party acting on their behalf, a detailed description of the functioning of such distributed ledger technologyor ‘DLT’ means a technology that enables the operation and use of distributed ledgers;;
Information on the audit outcome of the technology used, if such an audit was conducted.
Part I: Information on the risks
A description of the risks associated with the offer to the publicmeans a communication to persons in any form, and by any means, presenting sufficient information on the terms of the offer and the crypto-assets to be offered so as to enable prospective holders to decide whether to purchase those crypto-assets; of crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; or their admission to trading;
A description of the risks associated with the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;, if different from the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public;, or person seeking admission to trading;
A description of the risks associated with the crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;;
A description of the risks associated with project implementation;
A description of the risks associated with the technology used as well as mitigation measures, if any.
Springlex and this text is meant purely as a documentation tool and has no legal effect. No liability is assumed for its content. The authentic version of this act is the one published in the Official Journal of the European Union.