Article 4 Offers to the public of crypto-assets other than asset-referenced tokens or e-money tokens

1. is a legal person;

2. has drawn up 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; white paper in respect of that 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; in accordance with Article 6;

3. has notified 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 accordance with Article 8;

4. has published 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 accordance with Article 9;

5. has drafted the marketing communications, if any, in respect of that 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; in accordance with Article 7;

6. has published the marketing communications, if any, in respect of that 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; in accordance with Article 9;

7. complies with the requirements for offerorsmeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; laid down in Article 14.

1. an offer to fewer than 150 natural or legal persons per Member State where such persons are acting on their own account;

2. over a period of 12 months, starting with the beginning of the offer, the total consideration of 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; in the Union does not exceed EUR1 000 000, or the equivalent amount in another official currencymeans an official currency of a country that is issued by a central bank or other monetary authority; or in 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;;

3. an offer 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; addressed solely to qualified investorsmeans persons or entities that are listed in Section I, points (1) to (4), of Annex II to Directive 2014/65/EU; 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; can only be held by such qualified investorsmeans persons or entities that are listed in Section I, points (1) to (4), of Annex II to Directive 2014/65/EU;.

1. 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; is offered for free;

2. 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; is automatically created as a reward for the maintenance of the distributed ledgermeans an information repository that keeps records of transactions and that is shared across, and synchronised between, a set of DLT network nodes using a consensus mechanism; or the validation of transactions;

3. the offer concerns a utility tokenmeans a type of crypto-asset that is only intended to provide access to a good or a service supplied by its issuer; providing access to a good or service that exists or is in operation;

4. the holder 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; has the right to use it only in exchange for goods and services in a limited network of merchants with contractual arrangements with the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public;.

For the purposes of point (a) of the first subparagraph, 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; shall not be considered to be offered for free where purchasers are required to provide, or to undertake to provide, personal datameans personal data as defined in Article 4, point (1), of Regulation (EU) 2016/679; to the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; in exchange for that 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;, or where the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; 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; receives from prospective holders of that 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; any fees, commissions, or monetary or non-monetary benefits in exchange for that 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;.

Where, for each 12-month period starting from the beginning of the initial 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;, the total consideration of 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; in the circumstances referred to in the first subparagraph, point (d), in the Union exceeds EUR1 000 000, the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; shall send a notification to 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; containing a description of the offer and explaining why the offer is exempt from this Title pursuant to the first subparagraph, point (d).

Based on the notification referred to in the third subparagraph, 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; shall take a duly justified decision where it considers that the activity does not qualify for an exemption as a limited network under the first subparagraph, point (d), and shall inform the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public; accordingly.

The exemptions listed in paragraphs 2 and 3 shall not apply where the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public;, or another person acting on the offerormeans a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public;’s behalf, makes known in any communication its intention to seek admission to trading 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.

1. there exists another 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 same 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; and that offer does not benefit from the exemption; or

2. 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; offered is admitted to a trading platform.

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 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; 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 concerns a utility tokenmeans a type of crypto-asset that is only intended to provide access to a good or a service supplied by its issuer; providing access to goods and services that do not yet exist or are not yet in operation, the duration 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; as described 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 shall not exceed 12 months from the date of publication 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.

Any subsequent 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 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 shall be deemed a separate 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; to which the requirements of paragraph 1 apply, without prejudice to the possible application of paragraph 2 or 3 to the subsequent 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;.

No additional 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 shall be required for any subsequent 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 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 so long as 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; white paper has been published in accordance with Articles 9 and 12, and the person responsible for drawing up such white paper consents to its use in writing.

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 exempt from the obligation to publish 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; white paper under paragraph 2 or 3, but a white paper is nevertheless drawn up voluntarily, this Title shall apply.