Source: OJ L 150, 9.6.2023, pp. 40–205
Current language: EN
- Markets in crypto-assets
Basic legislative acts
- MiCA regulation
Annex II
DISCLOSURE ITEMS FOR THE CRYPTO-ASSET WHITE PAPER FOR AN ASSET-REFERENCED TOKEN
Part A: Information about the issuer of the asset-referenced token
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 identity 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;
The financial condition of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; over the past three years or, where the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; 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 issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; 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 issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;’s business and of its position, consistent with the size and complexity of the business.
A detailed description of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;’s governance arrangements;
Except for issuersmeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; that are exempted from authorisation in accordance with Article 17, details about the authorisation as an issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of an asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; and name of the competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; which granted such authorisation.
For credit institutionsmeans a credit institution as defined in Article 4(1), point (1), of Regulation (EU) No 575/2013 and authorised under Directive 2013/36/EU;, the name of the competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; of the home Member Statemeans:where the offeror or person seeking admission to trading of crypto-assets other than asset-referenced tokens or e-money tokens has its registered office in the Union, the Member State where that offeror or person has its registered office;where the offeror or person seeking admission to trading of crypto-assets other than asset-referenced tokens or e-money tokens has no registered office in the Union but does have one or more branches in the Union, the Member State chosen by that offeror or person from among the Member States where it has branches;where the offeror or person seeking admission to trading of crypto-assets other than asset-referenced tokens or e-money tokens is established in a third country and has no branch in the Union, either the Member State where the crypto-assets are intended to be offered to the public for the first time or, at the choice of the offeror or person seeking admission to trading, the Member State where the first application for admission to trading of those crypto-assets is made;in the case of an issuer of asset-referenced tokens, the Member State where the issuer of asset-referenced tokens has its registered office;in the case of an issuer of e-money tokens, the Member State where the issuer of e-money tokens is authorised as a credit institution under Directive 2013/36/EU or as an electronic money institution under Directive 2009/110/EC;in the case of crypto-asset service providers, the Member State where the crypto-asset service provider has its registered office;.
Where the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; also issues 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;, or also has activities related to 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;, that should be clearly stated; the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; should also state whether there is any connection between the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; and the entity running the distributed ledger technologyor ‘DLT’ means a technology that enables the operation and use of distributed ledgers; used to issue 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;, including if the protocols are run or controlled by a person closely connected to the project participants.
Part B: Information about the asset-referenced token
Name and abbreviation or ticker handler of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
A description of the characteristics of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;, 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;
Details of all natural or legal persons (including business addresses or domicile of the company) involved in the operationalisation of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;, 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;;
A description of the role, responsibilities and accountability of any third-party entities referred to in Article 34(5), first subparagraph, point (h);
Information about the plans for the asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;, including the description of the past and future milestones and, where applicable, resources already allocated.
Part C: Information about the offer to the public of the asset-referenced token or its 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 the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; or its 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; of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; 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 the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;, and whether oversubscriptions are accepted and how they are allocated;
Where applicable, the total number of units of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; to be offered 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 the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; or admission of such asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; to trading, including any restriction as regards the type of holders for such asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
A 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 the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; 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;, including the expected timeline of when such refunds will be completed; the consequences of exceeding a maximum target subscription goal should be made explicit;
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 the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;, including information on discounted purchase price for early purchasers of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; (pre-public sales) and, in the case of discounted purchase price for some purchasers, an explanation as to why the 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;
Methods of payment to purchase and to redeem the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; offered;
Information on the method and time schedule of transferring the purchased asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; to the holders;
Information about technical requirements that the purchaser is required to fulfil to hold the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
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 asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; 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 the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
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 the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;, as well as the competent court.
Part D: Information on the rights and obligations attached to the asset-referenced token
A description of the characteristics and functionality of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; being offered or admitted to trading, including information about when the functionalities are planned to apply;
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 the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; by the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; and the number of units of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; retained by the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; itself;
Where an admission to trading is not sought, information on how and where the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; 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;;
Any restrictions on the transferability of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; that is being offered or admitted to trading;
Where the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; has protocols for the increase or decrease of its 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 asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; and compensation schemes;
Information on the nature and enforceability of rights, including permanent rights of redemption and any claims that holders and any legal or natural person as referred to in Article 39(2), may have against the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;, including information on how such rights will be treated in the case of insolvency procedures, information on whether different rights are allocated to different holders and the non-discriminatory reasons for such different treatment;
A detailed description of the claim that the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; represents for holders, including:
the description of each referenced asset and specified proportions of each of those assets;
the relation between the value of the referenced assets and the amount of the claim and the reserve of assetsmeans the basket of reserve assets securing the claim against the issuer;; and
a description how a fair and transparent valuation of components of the claim is undertaken, which identifies, where relevant, independent parties;
Where applicable, information on the arrangements put in place by the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; to ensure the liquidity of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;, including the name of the entities in charge of ensuring such liquidity;
The contact details for submitting complaints and description of the complaints-handling procedures and any dispute resolution mechanism or redress procedure established by the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
A description of the rights of the holders when the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; is not able to fulfil its obligations, including in insolvency;
A description of the rights in the context of the implementation of the recovery plan;
A description of the rights in the context of the implementation of the redemption plan;
Detailed information on how the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; is redeemed, including whether the holder will be able to choose the form of redemption, the form of transference or the official currencymeans an official currency of a country that is issued by a central bank or other monetary authority; of redemption;
The law applicable to the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;, as well as the competent court.
Part E: 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;, as well as protocols and technical standards used, allowing for the holding, storing and transfer of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
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 asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; 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; or a third-party acting on the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;’s 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 F: Information on the risks
The risks related to the reserve of assetsmeans the basket of reserve assets securing the claim against the issuer;, when the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; is not able to fulfil its obligations;
A description of the risks associated with the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
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 the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; or its admission to trading;
A description of the risks associated with the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;, in particular with regard to the assets referenced;
A description of the risks associated with the operationalisation of the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; project;
A description of the risks associated with the technology used as well as mitigation measures, if any.
Part G: Information on the reserve of assets
A detailed description of the mechanism aimed at aligning the value of the reserve of assetsmeans the basket of reserve assets securing the claim against the issuer; with the claim associated with the asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;, including legal and technical aspects;
A detailed description of the reserve of assetsmeans the basket of reserve assets securing the claim against the issuer; and their composition;
A description of the mechanisms through which asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; are issued and redeemed;
Information on whether a part of the reserve assets are invested and, where applicable, a description of the investment policy for those reserve assets;
A description of the custody arrangements for the reserve assets, including their segregation, and the name of 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; providing custody and administration of crypto-assets on behalf of clientsmeans the safekeeping or controlling, on behalf of clients, of crypto-assets or of the means of access to such crypto-assets, where applicable in the form of private cryptographic keys;, credit institutionsmeans a credit institution as defined in Article 4(1), point (1), of Regulation (EU) No 575/2013 and authorised under Directive 2013/36/EU; or investment firmsmeans an investment firm as defined in Article 4(1), point (2), of Regulation (EU) No 575/2013 and authorised under Directive 2014/65/EU; appointed as custodians of the reserve assets.
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