Article 16 Authorisation

Summary What does Article 16 of the MiCA regulation say?

This is a foundational gateway article for issuers of asset-referenced tokens (ARTs), establishing who is permitted to offer ARTs to the public or seek their admission to trading within the Union.

In essence, it sets the authorisation requirement as the default rule: only the issuer of an ART may make such an offer, and only if that issuer is either a Union-established entity authorised under Article 21 or a credit institution complying with Article 17.

The article also establishes that once authorisation is granted, it carries Union-wide effect, meaning a single authorisation from a home Member State competent authority covers the entire EU market.

Two exemptions to the authorisation requirement exist — for small-scale issuances below EUR 5 million and for offers made exclusively to qualified investors — though even exempt issuers must still produce and notify a crypto-asset white paper.

Important points:

Obtain authorisation from your home Member State competent authority before offering an asset-referenced token to the public or seeking its admission to trading in the Union — unless you are a credit institution following Article 17.
A granted authorisation is valid across the entire Union, enabling EU-wide public offers or trading admission from a single approval.
Competent authorities are required to apply two exemptions from the full authorisation obligation: issuances averaging below EUR 5 million outstanding over 12 months, and offers restricted solely to qualified investors.

Springlex's summary of the article, a reading aid, not a substitute for the legal text.

1. A person shall not make an offer to the public, or seek the admission to trading, of an asset-referenced token, within the Union, unless that person is the issuer of that asset-referenced token and is:
  1. a legal person or other undertaking that is established in the Union and has been authorised in accordance with Article 21 by the competent authority of its home Member State; or
  2. a credit institution that complies with Article 17.
2. Notwithstanding the first subparagraph, upon the written consent of the issuer of an asset-referenced token, other persons may offer to the public or seek the admission to trading of that asset-referenced token. Those persons shall comply with Articles 27, 29 and 40.
3. For the purposes of point (a) of the first subparagraph, other undertakings may issue asset-referenced tokens only if their legal form ensures a level of protection for third parties’ interests equivalent to that afforded by legal persons and if they are subject to equivalent prudential supervision appropriate to their legal form.
1. Paragraph 1 shall not apply where:
  1. over a period of 12 months, calculated at the end of each calendar day, the average outstanding value of the asset-referenced token issued by an issuer never exceeds EUR 5 000 000, or the equivalent amount in another official currency, and the issuer is not linked to a network of other exempt issuers; or
  2. the offer to the public of the asset-referenced token is addressed solely to qualified investors and the asset-referenced token can only be held by such qualified investors.
2. Where this paragraph applies, issuers of asset-referenced tokens shall draw up a crypto-asset white paper as provided for in Article 19 and notify that crypto-asset white paper and, upon request, any marketing communications, to the competent authority of their home Member State.
1. The authorisation granted by the competent authority to a person referred to in paragraph 1, first subparagraph, point (a), shall be valid for the entire Union and shall allow an issuer of an asset-referenced token to offer to the public, throughout the Union, the asset-referenced token for which it has been authorised, or to seek an admission to trading of such asset-referenced token.
1. The approval granted by the competent authority of an issuer’s crypto-asset white paper under Article 17(1) or Article 21(1) or of the modified crypto-asset white paper under Article 25 shall be valid for the entire Union.

Table of contents

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.

Relevant recitals