Source: OJ L 150, 9.6.2023, pp. 40–205Current language: EN
- Markets in crypto-assets
Basic legislative acts
- MiCA regulation
Article 14 Obligations of offerors and persons seeking admission to trading of crypto-assets other than asset-referenced tokens or e-money tokens
Offerorsmeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; and persons seeking admission to trading 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; other than 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; or e-money tokens shall:
act honestly, fairly and professionally;
communicate with holders and prospective holders 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; in a fair, clear and not misleading manner;
identify, prevent, manage and disclose any conflicts of interest that might arise;
maintain all of their systems and security access protocols in conformity with the appropriate Union standards.
For the purposes of point (d) of the first subparagraph, ESMA, in cooperation with EBA, shall by 30 December 2024 issue guidelines in accordance with Article 16 of Regulation (EU) No 1095/2010 to specify those Union standards.
Offerorsmeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; and persons seeking admission to trading 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; other than 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; or e-money tokens shall act in the best interests of the holders 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; and shall treat them equally, unless any preferential treatment of specific holders and the reasons for that preferential treatment are disclosed in 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 and, where applicable, the marketing communications.
Where 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 a 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; other than 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; or e-money token is cancelled, offerorsmeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; of such 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; shall ensure that any fundsmeans funds as defined in Article 4, point (25), of Directive (EU) 2015/2366; collected from holders or prospective holders are duly returned to them no later than 25 calendar days after the date of cancellation.
Relevant recitals
Recital 29 Consumer protection laws remain applicable
Even though some offers 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; other than 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; or e-money tokens are exempt from various obligations of this Regulation, Union legislative acts that ensure consumer protection, such as Directive 2005/29/EC of the European Parliament and of the Council(14)Directive 2005/29/EC of the European Parliament and of the Council of 11 May 2005 concerning unfair business-to-consumer commercial practices in the internal market and amending Council Directive 84/450/EEC, Directives 97/7/EC, 98/27/EC and 2002/65/EC of the European Parliament and of the Council and Regulation (EC) No 2006/2004 of the European Parliament and of the Council (Unfair Commercial Practices Directive) (OJ L 149, 11.6.2005, p. 22). or Council Directive 93/13/EEC(15)Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts (OJ L 95, 21.4.1993, p. 29)., including any information obligations contained therein, remain applicable to 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; where they concern business-to-consumer relationships.
Recital 36 Safeguarding and return of raised assets
Offerorsmeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; 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; other than 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; or e-money tokens should have effective arrangements in place to monitor and safeguard the 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; raised during their 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;. Those arrangements should also ensure that 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 from holders or prospective holders are duly returned as soon as possible where 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; is cancelled for any reason. The offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; should ensure that the 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 during 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; are safeguarded by a third party.
Recital 38 Conduct, conflicts, and security standards for offerors
Offerorsmeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; and persons seeking admission to trading 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; other than 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; or e-money tokens should act honestly, fairly and professionally, should communicate with holders and prospective holders 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; in a manner that is fair, clear and not misleading, should identify, prevent, manage and disclose conflicts of interest, and should have effective administrative arrangements to ensure that their systems and security protocols meet Union standards. In order to assist competent authoritiesmeans 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; in their supervisory tasks, ESMA, in close cooperation with EBA, should be mandated to issue guidelines on those systems and security protocols in order to further specify those Union standards.
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