Article 6 Content and form of the crypto-asset white paper

Summary What does Article 6 of the MiCA regulation say?

This is one of the central disclosure articles in MiCA, setting out the detailed content requirements for the crypto-asset white paper that offerors, persons seeking admission to trading, and trading platform operators must produce.

It covers what information must be included, the quality standards that information must meet, and several mandatory statements and disclosures that must appear in the document.

Notably, this article applies to crypto-assets other than asset-referenced tokens and e-money tokens, which have their own equivalent white paper requirements elsewhere in the regulation.

The article also tasks ESMA and EBA with developing technical standards to govern the machine-readable format and the presentation of environmental impact disclosures.

Important points:

Include all required categories of information in your crypto-asset white paper, covering the offeror, the project, the asset itself, the underlying technology, risks, and environmental impacts of the consensus mechanism.
The management body of the offeror or person seeking admission to trading must include a signed statement in the white paper confirming its compliance and the fairness and completeness of its content.
The white paper must carry a clear disclaimer on its first page stating it has not been approved by any competent authority and that the offeror bears sole responsibility for its content.

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

1. A crypto-asset white paper shall contain all of the following information, as further specified in Annex I:
  1. information about the offeror or the person seeking admission to trading;
  2. information about the issuer, if different from the offeror or person seeking admission to trading;
  3. information about the operator of the trading platform in cases where it draws up the crypto-asset white paper;
  4. information about the crypto-asset project;
  5. information about the offer to the public of the crypto-asset or its admission to trading;
  6. information about the crypto-asset;
  7. information on the rights and obligations attached to the crypto-asset;
  8. information on the underlying technology;
  9. information on the risks;
  10. information on the principal adverse impacts on the climate and other environment-related adverse impacts of the consensus mechanism used to issue the crypto-asset.
2. In cases where the crypto-asset white paper is not drawn up by the persons referred to in the first subparagraph, points (a), (b) and (c), the crypto-asset white paper shall also include the identity of the person that drew up the crypto-asset white paper and the reason why that particular person drew it up.
1. All of the information listed in paragraph 1 shall be fair, clear and not misleading. The crypto-asset white paper shall not contain material omissions and shall be presented in a concise and comprehensible form.
1. The crypto-asset white paper shall contain the following clear and prominent statement on the first page:
  ‘This crypto-asset white paper has not been approved by any competent authority in any Member State of the European Union. The offeror of the crypto-asset is solely responsible for the content of this crypto-asset white paper.’.
2. Where the crypto-asset white paper is drawn up by the person seeking admission to trading or by an operator of a trading platform, then, instead of ‘offeror’, a reference to ‘person seeking admission to trading’ or ‘operator of the trading platform’ shall be included in the statement referred to in the first subparagraph.
1. The crypto-asset white paper shall not contain any assertions as regards the future value of the crypto-asset, other than the statement referred to in paragraph 5.
1. The crypto-asset white paper shall contain a clear and unambiguous statement that:
  1. the crypto-asset may lose its value in part or in full;
  2. the crypto-asset may not always be transferable;
  3. the crypto-asset may not be liquid;
  4. where the offer to the public concerns a utility token, that utility token may not be exchangeable against the good or service promised in the crypto-asset white paper, especially in the case of a failure or discontinuation of the crypto-asset project;
  5. the crypto-asset is not covered by the investor compensation schemes under Directive 97/9/EC of the European Parliament and of the Council(³⁵);
  6. the crypto-asset is not covered by the deposit guarantee schemes under Directive 2014/49/EU.
1. The crypto-asset white paper shall contain a statement from the management body of the offeror, the person seeking admission to trading or the operator of the trading platform. That statement, which shall be inserted after the statement referred to in paragraph 3, shall confirm that the crypto-asset white paper complies with this Title and that, to the best of the knowledge of the management body, the information presented in the crypto-asset white paper is fair, clear and not misleading and the crypto-asset white paper makes no omission likely to affect its import.
1. The crypto-asset white paper shall contain a summary, inserted after the statement referred to in paragraph 6, which shall in brief and non-technical language provide key information about the offer to the public of the crypto-asset or the intended admission to trading. The summary shall be easily understandable and presented and laid out in a clear and comprehensive format, using characters of readable size. The summary of the crypto-asset white paper shall provide appropriate information about the characteristics of the crypto-asset concerned in order to help prospective holders of the crypto-asset to make an informed decision.
2. The summary shall contain a warning that:
  1. it should be read as an introduction to the crypto-asset white paper;
  2. the prospective holder should base any decision to purchase the crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone;
  3. the offer to the public of the crypto-asset does not constitute an offer or solicitation to purchase financial instruments and that any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law;
  4. the crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council(³⁶) or any other offer document pursuant to Union or national law.
1. The crypto-asset white paper shall contain the date of its notification and a table of contents.
1. The crypto-asset white paper shall be drawn up in an official language of the home Member State, or in a language customary in the sphere of international finance.
2. Where the crypto-asset is also offered in a Member State other than the home Member State, the crypto-asset white paper shall also be drawn up in an official language of the host Member State, or in a language customary in the sphere of international finance.
1. The crypto-asset white paper shall be made available in a machine-readable format.
1. ESMA, in cooperation with EBA, shall develop draft implementing technical standards to establish standard forms, formats and templates for the purposes of paragraph 10.
2. ESMA shall submit the draft implementing technical standards referred to in the first subparagraph to the Commission by 30 June 2024.
3. Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.
1. ESMA, in cooperation with EBA, shall develop draft regulatory technical standards on the content, methodologies and presentation of the information referred to in paragraph 1, first subparagraph, point (j), in respect of the sustainability indicators in relation to adverse impacts on the climate and other environment‐related adverse impacts.
2. When developing the draft regulatory technical standards referred to in the first subparagraph, ESMA shall consider the various types of consensus mechanisms used to validate transactions in crypto-assets, their incentive structures and the use of energy, renewable energy and natural resources, the production of waste and greenhouse gas emissions. ESMA shall update those regulatory technical standards in the light of regulatory and technological developments.
3. ESMA shall submit the draft regulatory technical standards referred to in the first subparagraph to the Commission by 30 June 2024.
4. Power is delegated to the Commission to supplement this Regulation by adopting the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

Relevant recitals

Recital 24 White paper disclosure for non-ART/EMT offers

In order to ensure their protection, prospective retail holders of crypto-assets should be informed of the characteristics, functions and risks of the crypto-assets that they intend to purchase. When making an offer to the public of crypto-assets other than asset-referenced tokens or e-money tokens or when seeking admission to trading of such crypto-assets in the Union, offerors or persons seeking admission to trading should draw up, notify to their competent authority and publish an information document containing mandatory disclosures (‘a crypto-asset white paper’). A crypto-asset white paper should contain general information on the issuer, offeror or person seeking admission to trading, on the project to be carried out with the capital raised, on the offer to the public of crypto-assets or on their admission to trading, on the rights and obligations attached to the crypto-assets, on the underlying technology used for such crypto-assets and on the related risks. However, the crypto-asset white paper should not contain a description of risks that are unforeseeable and very unlikely to materialise. The information contained in the crypto-asset white paper as well as in the relevant marketing communications, such as advertising messages and marketing material, and including through new channels such as social media platforms, should be fair, clear and not misleading. Advertising messages and marketing material should be consistent with the information provided in the crypto-asset white paper.

Recital 25 Language requirements for white papers and rules

Crypto-asset white papers, including their summaries, and the operating rules of trading platforms for crypto-assets should be drawn up in at least one of the official languages of the home Member State and of any host Member State or, alternatively, in a language customary in the sphere of international finance. At the time of adoption of this Regulation, the English language is the language customary in the sphere of international finance but that could evolve in the future.

Recital 33 No prior approval; authorities can require changes

In order to avoid undue administrative burden, competent authorities should not be required to approve a crypto-asset white paper before its publication. Competent authorities should, however, have the power to request amendments to the crypto-asset white paper and to any marketing communications and, where necessary, to request the inclusion of additional information in the crypto-asset white paper.

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.