MiCA: Utility, ART and EMT Requirements

MiCA is the new regulation released by the European Union and in full force from 30 December 2024; full regulation here. It sets the requirements for crypto companies operating within the European Union that are involved with issuing or offering tokens, or providing services around them, most notably of creating a whitepaper and getting approval for public sales. 

We have read through it to compile the necessary information and make it digestible. This is not a replacement for the original documentation, nor are we lawyers or regulators. Whilst this document can help you become MiCA-aligned (follow the necessary rules to the best of your understanding), we urge you to get a legal opinion to ensure you’re MiCA-compliant (you completed every step without fail).

Table of contents:

1. What assets fall under MiCA

2. What assets do not fall under MiCA

3. Who’s liable 

4. Fines

5. Where is MiCA applicable

6. Timelines

7. What MiCA actually requires for:

   1. Utility tokens;

   2. ARTs;

   3. EMTs.

8. Annex I

9. Annex II

10. Annex III

What assets fall under MiCA regulation

The following assets fall under MiCA regulation, and each has specific approval requirements. More info on what is required is below.

1. Other crypto assets: utility tokens. Any company can issue utility tokens.

2. Asset-referenced tokens (ARTs): stablecoins backed by non-currency assets, a basket of assets, a basket including currencies, or a non-EU single currency. Issuers need to be authorised by the competent authority (Article 16(1)) before offering tokens to the public or listing for trading.

3. E-money tokens (EMTs): stablecoins backed by one official currency. Only authorised credit institutions or electronic money institutions can issue EMTs (Article 48(1)(a)); cannot pay interest.

4. NFTs whose features and uses link to their de facto utility, making them either fungible or not unique. MiCA refers to this distinction as ‘substance over form’.

What assets do not fall under MiCA regulation

The following assets do not fall under MiCA regulation.

1. NFTs that are non-fungible or unique: digital art, collectibles, etc.

2. Tokens with no identifiable issuer – i.e. truly decentralised tokens, like Bitcoin. But CASPs providing services on these tokens still must comply with MiCA.

3. Financial instruments: deposits, funds (unless fall under ART/EMT), insurance, pension, etc.

Who’s liable under MiCA 

The following are all liable parties:

1. Issuers: the company that made the token.

2. Offerors: anyone communicating with the public, in any form, by any means, presenting sufficient information on the tokens and the offer, enabling prospective holders to decide whether to buy the assets or not. The issuer is often the offeror, but also an exchange listing page with full terms, or similar, would be. However, crypto news outlets, YouTubers, influencers are likely not offerors because they’re simply ‘talking about crypto’.

3. Crypto-asset service providers (CASPs): 

   1. providing custody and administration of crypto-assets on behalf of clients; 

   2. operation of a trading platform for crypto-assets; 

   3. exchange of crypto-assets for funds; 

   4. exchange of crypto-assets for other crypto-assets; 

   5. execution of orders for crypto-assets on behalf of clients; 

   6. placing of crypto-assets; 

   7. reception and transmission of orders for crypto-assets on behalf of clients; 

   8. providing advice on crypto-assets; 

   9. providing portfolio management on crypto-assets; 

   10. providing transfer services for crypto-assets on behalf of clients.

4. Persons seeking admission to trading: issuer themselves, a third party such as market makers, or trading platform operator.

Fines for whitepaper and issuer-level infringements 

For the issuer and offeror companies, fines reach EUR 5M or 12.5% of turnover (whatever is higher). There is also a EUR 700k for every natural person (management body of the offeror, person seeking admission, issuer, CASP – directors, execs, senior management), and ban on management.

Where is MiCA applicable

All 27 EU member states, and likely to expand to EEA (Norway, Iceland, Liechtenstein). Even if your company isn’t based in the EU, but has EU users, you still have to comply, except if an EU user has found the token entirely by themselves. 

Timelines

What MiCA actually requires

For utility tokens, MiCA requires a whitepaper only + some accompanying docs when submitting to competent authority. For ARTs, approval and whitepaper. For EMTs, authority to issue and whitepaper. 

We’ll split this up into the three categories: utility tokens, ARTs, EMTs.

1. Utility tokens

Issuers need to write an official whitepaper based on the requirements explained below, alongside the general requirements and exemptions.

General requirements

You must:

• Be a company, not an individual;

• Write a white paper that follows the Article 6 rules (below);

• File it with the national competent authority in your EU home country 20 working days prior to publication;

  • Add an accompanying document explaining why your crypto asset is not a financial instrument, EMT, or ART;

• Publish it on your website;

• If you do any marketing, it has to follow the Article 7 rules (fair, clear, not misleading, linked to the white paper, etc.);

• Publish that marketing material on your website too;

• Follow the general conduct rules in Article 14 (honesty, conflict management, etc.).

Exemptions

You are exempt from whitepaper obligations (don’t need to have a whitepaper), whilst still complying with all other rules, if:

• Fewer than 150 people per EU country buy your token of their own account;

• You raise less than €1 million in 12 months across the whole EU - public sales, launchpad sales, private sales, bonding curve sales, etc.;

• You're only selling to qualified investors (professionals/institutions) and the token can only be held by them.

Title II is switched off entirely for you, yet this doesn't exempt any CASP that provides services on your token from Title V (CASP rules), Title VI (market abuse), or Title VIII (penalties), if:

• Token is truly free; not when users give data, or when issuer earns fees, or monetary/non-monetary benefits (e.g. “stake your BTC here and get an airdrop”);

• Token is automatically created as reward for ledger maintenance or tx validation - validator / miner rewards;

• Token is real utility token, only giving access to products/services that exist already (any claims on cash flow, yield, staking, governance over treasury, or even secondary-market trading price decoupled from value of products/services fail to meet these criteria);

• Token is in closed-loop economy, only usable for goods/services within a network of merchants that have direct contracts with the issuer (e.g. a coffee-chain token redeemable only at that chain's own stores). In practice, this means no exchange listings AND every accepting merchant has a direct contract with you.

Whitepaper contents

The whitepaper must contain the following information and formatting.

1. Annex I below contains all details required.

2. Front page statement: First page, clearly stated, verbatim: “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.”

3. Forward-value prohibition and risk statement: clearly stated: “(a) the crypto-asset may lose its value in part or in full; (b) the crypto-asset may not always be transferable; (c) the crypto-asset may not be liquid; (d) 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; (e) 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); (f) the crypto-asset is not covered by the deposit guarantee schemes under Directive 2014/49/EU.”

4. Management-body statement: the whitepaper must contain a statement from the management body of the offeror, the person seeking admission to trading, or the operator of the trading platform, to 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.

5. Summary statement: warnings that the summary is an introduction, that any decision should be based on the whole white paper, that the offer does not constitute an offer or solicitation for financial instruments, and that the white paper is not a prospectus under Regulation (EU) 2017/1129.

6. No assertions towards future value of token.

7. Date of notification and table of contents

8. Drafted in official language of member state.

9. Machine readable format.

10. Additional requirements:

    • Needs to be published on offeror website before offer starts and kept available for duration.

    • ESMA will publish whitepaper in central register by the offer’s start date.

    • Raised funds must be held in custody with either a credit institution or a CASP authorised to provide custody.

    • Retail can get a refund within 14 days of buying tokens either directly from an offeror or a CASP that sold assets on behalf of the offeror, without any fees or costs, and no requirement to provide a reason.

11. Whitepaper needs to be referenced in every piece of marketing content with verbatim disclaimer: “This crypto-asset marketing communication has not been reviewed or 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 marketing communication.” Should also include the issuer’s website.

2. Asset-referenced tokens (ARTs)

Issuers need full prior authorisation from the competent authority (not just a notification, like utility tokens) and an approved whitepaper. They must also maintain a reserve of assets backing every token. Only legal persons established in the EU, or credit institutions following Article 17, can issue ARTs.

General requirements

You must:

• Be a legal person established in the EU, or a credit institution that complies with Article 17;

• Get prior authorisation from your home Member State competent authority before offering ARTs to the public or seeking admission to trading (Article 21);

• Write a white paper that follows the Article 19 rules (below);

• Have the whitepaper approved by the competent authority as part of authorisation (Article 17, 21);

• Maintain a reserve of assets backing the value of issued ARTs, segregated from your own estate, independently audited, and invested only in low-risk instruments (Articles 36–38);

• Hold own funds at the highest of EUR 350,000 / 2% of the average reserve-of-assets / 25% of the preceding year’s fixed overheads. The NCA can require up to 20% more. Significant ARTs get a higher 3% reserve floor (Article 35, 45(5));

• Give holders a permanent right of redemption at any time (Article 39);

• If you do any marketing, it has to follow Article 29 rules (clearly identifiable as marketing, fair, clear, not misleading, consistent with the whitepaper, linked to the issuer’s website / contact details);

• Publish that marketing material on your website too;

• Stop issuing and submit a remediation plan if average daily use of the ART as a means of exchange in a single currency area exceeds 1 million transactions and EUR 200 million (Article 23);

• Follow the general conduct rules in Article 27 (honesty, conflicts management, equal treatment of holders, etc.).

Exemptions

You are exempt from the authorisation requirement (still need a whitepaper, marketing rules, and conduct rules), if:

• Over a 12-month period, calculated at the end of each calendar day, the average outstanding value of the ART you have issued never exceeds EUR 5 million (and you are not linked to a network of other exempt issuers); or

• The offer is addressed solely to qualified investors (professionals/institutions) and the token can only be held by them.

Whitepaper contents

The whitepaper must contain the following information and formatting (Article 19, Annex II).

1. Annex II below contains all details required.

2. Front page statement: first page, clearly stated, confirming that the whitepaper has been approved by the competent authority of the home Member State (the wording is the inverse of the utility-token disclaimer, because ART whitepapers are approved as part of authorisation under Article 21).

3. Risk statement: clearly stated warnings that (a) the ART may lose its value in part or in full, (b) the ART may not always be transferable, (c) the ART may not be liquid, (d) the ART is not covered by investor compensation schemes under Directive 97/9/EC, (e) the ART is not covered by deposit guarantee schemes under Directive 2014/49/EU, and where the ART references assets that include non-EU currencies, additional risks tied to those currencies.

4. Management-body statement: the whitepaper must contain a statement from the management body of the issuer confirming that the whitepaper complies with Title III and that, to the best of the management body’s knowledge, the information presented is fair, clear and not misleading and the whitepaper makes no omission likely to affect its import.

5. Summary statement: warnings that the summary is an introduction, that any decision should be based on the whole whitepaper, that the offer does not constitute an offer or solicitation for financial instruments, and that the whitepaper is not a prospectus under Regulation (EU) 2017/1129.

6. Date of notification and table of contents.

7. Drafted in an official language of the home Member State, or in a language customary in the sphere of international finance.

8. Machine readable format.

9. Additional requirements:

   • Reserve of assets must be segregated from the issuer’s own estate, independently audited at least every six months, and invested only in highly liquid low-risk instruments (Articles 36–38).

   • Holders must have a permanent right of redemption against the issuer at any time, with the redemption mechanism disclosed in the whitepaper (Article 39 and Annex II Part D).

   • Own funds floor (Article 35): the highest of EUR 350,000 / 2% of the average reserve / 25% of preceding-year fixed overheads. Raised to 3% of the reserve for significant ARTs (Article 45(5)).

   • Transactional-use cap (Article 23): if the ART exceeds 1 million daily transactions and EUR 200 million in daily value as a means of exchange in a single currency area, the issuer must stop issuing and submit a plan to stay below the cap.

   • Significance classification (Article 43): if at least three of the following are met — 10 million holders / EUR 5 billion in value, market cap or reserve / 2.5 million daily transactions and EUR 500 million in daily value / DMA gatekeeper status / international significance / financial-system interconnectedness / same issuer also issues another ART/EMT and provides a CASP service — supervision transfers to the EBA, with stricter own-funds and reserve requirements.

   • ESMA will publish the approved whitepaper in its central register by the offer’s start date (Article 109).

   • Marketing communications must follow Article 29 rules: clearly identifiable as marketing, fair, clear, not misleading, consistent with the whitepaper, linked to the issuer’s website, telephone and email.

   • Whitepaper needs to be referenced in every piece of marketing content with verbatim disclaimer: “This crypto-asset marketing communication has not been reviewed or 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 marketing communication.” Should also include the issuer’s website, phone number, and email address. 

3. E-money tokens (EMTs)

Only authorised credit institutions and electronic money institutions can issue EMTs (no other entities allowed). The whitepaper is notified, not pre-approved — the heavy lift is on the issuer’s underlying credit-institution / EMI authorisation, plus mandatory redemption at par and a ban on paying interest. EMTs are legally treated as electronic money under Directive 2009/110/EC.

General requirements

You must:

• Be authorised as a credit institution OR as an electronic money institution; no other entities can issue EMTs (Article 48(1)(a));

• Write a white paper that follows the Article 51 rules (below);

• Notify the whitepaper to the competent authority of your home Member State at least 20 working days before publication; the authority cannot require prior approval (Article 51(11));

• Publish it on your website;

• Issue EMTs at par value on receipt of funds (Article 49(3));

• Redeem EMTs at par value, on request from a holder, at any time, in funds (not in other EMTs or crypto-assets), without any fee (Article 49(4)(6));

• Never grant interest on EMTs. Net compensation, discounts, or any benefit tied to the length of time a holder holds the EMT also counts as interest (Article 50);

• Safeguard funds received in exchange for EMTs in line with Article 7(1) of Directive 2009/110/EC: at least 30% always deposited in separate accounts at credit institutions, and the rest invested in highly liquid low-risk instruments denominated in the same official currency as the one the EMT references (Article 54);

• If you do any marketing, it has to follow the Article 53 rules (fair, clear, not misleading, consistent with the whitepaper);

• Publish that marketing material on your website too;

• Follow the general conduct rules across Title IV (honesty, conflicts management, equal treatment of holders, etc.).

Exemptions

Exemptions are far more limited than for utility tokens or ARTs because only credit institutions and EMIs can issue in the first place. You are exempt from the public-offer / admission-to-trading requirement (Article 48(1)), if:

• The EMT is marketed, distributed, and held exclusively by qualified investors, and the EMT can only be held by such qualified investors (Article 48(4)).

Note: there is no “small-scale” exemption equivalent to ARTs’ EUR 5 million carve-out. If you want to issue EMTs to retail at any scale, you must be authorised as a credit institution or EMI and notify a whitepaper.

Whitepaper contents

The whitepaper must contain the following information and formatting (Article 51, Annex III).

1. Annex III below contains all details required (shorter than Annex I and Annex II).

2. Front page statement: first page, clearly stated, confirming that the whitepaper has not been approved by any competent authority in any Member State of the European Union, and that the issuer of the e-money token is solely responsible for the content of the whitepaper.

3. Risk statement: clearly stated warnings that (a) the EMT may lose its value in part or in full if the issuer fails, (b) holders have a redemption right at par, on request, in funds, at any time, without fees, (c) the EMT is not covered by investor compensation schemes under Directive 97/9/EC, (d) the EMT is not covered by deposit guarantee schemes under Directive 2014/49/EU.

4. Management-body statement: the whitepaper must contain a statement from the management body of the issuer confirming that the whitepaper complies with Title IV and that, to the best of the management body’s knowledge, the information presented is fair, clear and not misleading and the whitepaper makes no omission likely to affect its import.

5. Summary statement: warnings that the summary is an introduction, that any decision should be based on the whole whitepaper, that the offer does not constitute an offer or solicitation for financial instruments, and that the whitepaper is not a prospectus under Regulation (EU) 2017/1129.

6. Date of notification and table of contents.

7. Drafted in an official language of the home Member State, or in a language customary in the sphere of international finance.

8. Machine readable format.

9. Additional requirements:

   • Funds safeguarding (Article 54): at least 30% of funds received in exchange for EMTs are always deposited in separate accounts at credit institutions, and the rest invested in highly liquid low-risk instruments denominated in the same currency as the one the EMT references.

   • Redemption at par, on request, at any time, in funds, without any fee (Article 49(3)(4)(6)).

   • No interest can be paid on EMTs, and any net compensation, discount, or benefit tied to how long the holder holds the EMT also counts as interest (Article 50).

   • EMTs are legally treated as electronic money under Directive 2009/110/EC. EMTs that reference an official currency of a Member State are deemed offered to the public in the Union (Article 48(2)).

   • ESMA will publish the notified whitepaper in its central register by the offer’s start date (Article 109).

   • Marketing communications must follow Article 53 rules: clearly identifiable as marketing, fair, clear, not misleading, consistent with the whitepaper, linked to the issuer’s website, telephone and email.

   • Significance classification (Article 56): same quantitative thresholds as ARTs (Article 43(1)). If hit, supervision transfers to the EBA with additional obligations including the ART own-funds regime and 3% reserve / liquidity testing (Article 45). A narrow derogation at Article 56(7) keeps supervision national for Member-State-currency EMTs where at least 80% of holders and transactions are in the home state.

   • Whitepaper needs to be referenced in every piece of marketing content with verbatim disclaimer: “This crypto-asset marketing communication has not been reviewed or 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 marketing communication.” Should also include the issuer’s website, phone number, and email address. 

ANNEX I

A. Information about the offeror or the person seeking admission to trading

1. Name;

2. Legal form;

3. Registered address and head office, where different;

4. Date of the registration;

5. Legal entity identifier or another identifier required pursuant to applicable national law;

6. A contact telephone number and an email address of the offeror or the person seeking admission to trading, and the period of days within which an investor contacting the offeror or the person seeking admission to trading via that telephone number or email address will receive an answer;

7. Where applicable, the name of the parent company;

8. Identity, business addresses and functions of persons that are members of the management body of the offeror or person seeking admission to trading;

9. Business or professional activity of the offeror or person seeking admission to trading and, where applicable, of its parent company;

10. The financial condition of the offeror or person seeking admission to trading over the past three years or where the offeror or person seeking admission to trading 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 offeror or person seeking admission to trading 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 business of the offeror or person seeking admission to trading and of its position, consistent with the size and complexity of the business.

B. Information about the issuer, if different from the offeror or person seeking admission to trading

1. Name;

2. Legal form;

3. Registered address and head office, where different;

4. Date of the registration;

5. Legal entity identifier or another identifier required pursuant to applicable national law;

6. Where applicable, the name of the parent company;

7. Identity, business addresses and functions of persons that are members of the management body of the issuer;

8. Business or professional activity of the issuer and, where applicable, of its parent company.

C. Information about the operator of the trading platform in cases where it draws up the crypto-asset white paper

1. Name;

2. Legal form;

3. Registered address and head office, where different;

4. Date of the registration;

5. Legal entity identifier or another identifier required pursuant to applicable national law;

6. Where applicable, the name of the parent company;

7. The reason why that operator drew up the crypto-asset white paper;

8. Identity, business addresses and functions of persons that are members of the management body of the operator;

9. Business or professional activity of the operator and, where applicable, of its parent company.

D. Information about the crypto-asset project

1. Name of the crypto-asset project and of the crypto-assets, if different from the name of the offeror or person seeking admission to trading, and abbreviation or ticker handler;

2. A brief description of the crypto-asset project;

3. Details of all natural or legal persons (including business addresses or domicile of the company) involved in the implementation of the crypto-asset project, such as advisors, development team and crypto-asset service providers;

4. Where the crypto-asset project concerns utility tokens, key features of the goods or services to be developed;

5. Information about the crypto-asset project, especially past and future milestones of the project and, where applicable, resources already allocated to the project;

6. Where applicable, planned use of any funds or other crypto-assets collected.

E. Information about the offer to the public of crypto-assets or their admission to trading

1. Indication as to whether the crypto-asset white paper concerns an offer to the public of crypto-assets or their admission to trading;

2. The reasons for the offer to the public or for seeking admission to trading;

3. Where applicable, the amount that the offer to the public intends to raise in funds or in any other crypto-asset, including, where applicable, any minimum and maximum target subscription goals set for the offer to the public of crypto-assets, and whether oversubscriptions are accepted and how they are allocated;

4. The issue price of the crypto-asset being offered to the public (in an official currency or any other crypto-assets), any applicable subscription fee or the method in accordance with which the offer price will be determined;

5. Where applicable, the total number of crypto-assets to be offered to the public or admitted to trading;

6. Indication of the prospective holders targeted by the offer to the public of crypto-assets or admission of such crypto-assets to trading, including any restriction as regards the type of holders for such crypto-assets;

7. Specific notice that purchasers participating in the offer to the public of crypto-assets will be able to be reimbursed if the minimum target subscription goal is not reached at the end of the offer to the public, if they exercise the right to withdrawal foreseen in Article 13 or if the offer is cancelled and detailed description of the refund mechanism, including the expected timeline of when such refunds will be completed;

8. Information about the various phases of the offer to the public of crypto-assets, including information on discounted purchase price for early purchasers of crypto-assets (pre-public sales); in the case of discounted purchase prices for some purchasers, an explanation why purchase prices may be different, and a description of the impact on the other investors;

9. For time-limited offers, the subscription period during which the offer to the public is open;

10. The arrangements to safeguard funds or other crypto-assets as referred to in Article 10 during the time-limited offer to the public or during the withdrawal period;

11. Methods of payment to purchase the crypto-assets offered and methods of transfer of the value to the purchasers when they are entitled to be reimbursed;

12. In the case of offers to the public, information on the right of withdrawal as referred to in Article 13;

13. Information on the manner and time schedule of transferring the purchased crypto-assets to the holders;

14. Information about technical requirements that the purchaser is required to fulfil to hold the crypto-assets;

15. Where applicable, the name of the crypto-asset service provider in charge of the placing of crypto-assets and the form of such placement (with or without a firm commitment basis);

16. Where applicable, the name of the trading platform for crypto-assets where admission to trading is sought, and information about how investors can access such trading platforms and the costs involved;

17. Expenses related to the offer to the public of crypto-assets;

18. Potential conflicts of interest of the persons involved in the offer to the public or admission to trading, arising in relation to the offer or admission to trading;

19. The law applicable to the offer to the public of crypto-assets, as well as the competent court.

F. Information about the crypto-assets

1. The type of crypto-asset that will be offered to the public or for which admission to trading is sought;

2. A description of the characteristics, including the data necessary for classification of the crypto-asset white paper in the register referred to in Article 109, as specified in accordance with paragraph 8 of that Article, and functionality of the crypto-assets being offered or admitted to trading, including information about when the functionalities are planned to apply.

G. Information on the rights and obligations attached to the crypto-assets

1. A description of the rights and obligations, if any, of the purchaser, and the procedure and conditions for the exercise of those rights;

2. A description of the conditions under which the rights and obligations may be modified;

3. Where applicable, information on the future offers to the public of crypto-assets by the issuer and the number of crypto-assets retained by the issuer itself;

4. Where the offer to the public of crypto-assets or their admission to trading concerns utility tokens, information about the quality and quantity of goods or services to which the utility tokens give access;

5. Where the offers to the public of crypto-assets or their admission to trading concerns utility tokens, information on how utility tokens can be redeemed for goods or services to which they relate;

6. Where an admission to trading is not sought, information on how and where the crypto-assets can be purchased or sold after the offer to the public;

7. Restrictions on the transferability of the crypto-assets that are being offered or admitted to trading;

8. Where the crypto-assets have protocols for the increase or decrease of their supply in response to changes in demand, a description of the functioning of such protocols;

9. Where applicable, a description of protection schemes protecting the value

10. of the crypto-assets and of compensation schemes;

11. The law applicable to the crypto-assets, as well as the competent court.

H. Information on the underlying technology

1. Information on the technology used, including distributed ledger technology, protocols and technical standards used;

2. The consensus mechanism, where applicable;

3. Incentive mechanisms to secure transactions and any fees applicable;

4. Where the crypto-assets are issued, transferred and stored using distributed ledger technology that is operated by the issuer, the offeror or a third-party acting on their behalf, a detailed description of the functioning of such distributed ledger technology;

5. Information on the audit outcome of the technology used, if such an audit was conducted.

I. Information on the risks

1. A description of the risks associated with the offer to the public of crypto-assets or their admission to trading;

2. A description of the risks associated with the issuer, if different from the offeror, or person seeking admission to trading;

3. A description of the risks associated with the crypto-assets;

4. A description of the risks associated with project implementation;

5. A description of the risks associated with the technology used as well as mitigation measures, if any.

ANNEX II

Part A: Information about the issuer of the asset-referenced token

1. Name;

2. Legal form;

3. Registered address and head office, where different;

4. Date of the registration;

5. Legal entity identifier or another identifier required pursuant to applicable national law;

6. Where applicable, the identity of the parent company;

7. Identity, business addresses and functions of persons that are members of the management body of the issuer;

8. Business or professional activity of the issuer and, where applicable, of its parent company;

9. The financial condition of the issuer over the past three years or, where the issuer 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 issuer 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 issuer's business and of its position, consistent with the size and complexity of the business.

10. A detailed description of the issuer's governance arrangements;

11. Except for issuers of asset-referenced tokens that are exempted from authorisation in accordance with Article 17, details about the authorisation as an issuer of an asset-referenced token and name of the competent authority which granted such authorisation. For credit institutions, the name of the competent authority of the home Member State.

12. Where the issuer of the asset-referenced token also issues other crypto-assets, or also has activities related to other crypto-assets, that should be clearly stated; the issuer should also state whether there is any connection between the issuer and the entity running the distributed ledger technology used to issue the crypto-asset, 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

1. Name and abbreviation or ticker handler of the asset-referenced token;

2. A description of the characteristics of the asset-referenced token, including the data necessary for classification of the crypto-asset white paper in the register referred to in Article 109, as specified in accordance with paragraph 8 of that Article;

3. Details of all natural or legal persons (including business addresses or domicile of the company) involved in the operationalisation of the asset-referenced token, such as advisors, development team and crypto-asset service providers;

4. A description of the role, responsibilities and accountability of any third-party entities referred to in Article 34(5), first subparagraph, point (h);

5. Information about the plans for the asset-referenced tokens, 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

1. Indication as to whether the crypto-asset white paper concerns an offer to the public of the asset-referenced token or its admission to trading;

2. Where applicable, the amount that the offer to the public of the asset-referenced token intends to raise in funds or in any other crypto-asset, including, where applicable, any minimum and maximum target subscription goals set for the offer to the public of the asset-referenced token, and whether oversubscriptions are accepted and how they are allocated;

3. Where applicable, the total number of units of the asset-referenced token to be offered or admitted to trading;

4. Indication of the prospective holders targeted by the offer to the public of the asset-referenced token or admission of such asset-referenced token to trading, including any restriction as regards the type of holders for such asset-referenced token;

5. A specific notice that purchasers participating in the offer to the public of the asset-referenced token will be able to be reimbursed if the minimum target subscription goal is not reached at the end of the offer to the public, including the expected timeline of when such refunds will be completed; the consequences of exceeding a maximum target subscription goal should be made explicit;

6. Information about the various phases of the offer to the public of the asset-referenced token, including information on discounted purchase price for early purchasers of the asset-referenced token (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;

7. For time-limited offers, the subscription period during which the offer to the public is open;

8. Methods of payment to purchase and to redeem the asset-referenced token offered;

9. Information on the method and time schedule of transferring the purchased asset-referenced token to the holders;

10. Information about technical requirements that the purchaser is required to fulfil to hold the asset-referenced token;

11. Where applicable, the name of the crypto-asset service provider in charge of the placing of asset-referenced tokens and the form of such placement (with or without a firm commitment basis);

12. Where applicable, the name of the trading platform for crypto-assets where admission to trading is sought, and information about how investors can access such trading platforms and the costs involved;

13. Expenses related to the offer to the public of the asset-referenced token;

14. Potential conflicts of interest of the persons involved in the offer to the public or admission to trading, arising in relation to the offer or admission to trading;

15. The law applicable to the offer to the public of the asset-referenced token, as well as the competent court.

Part D: Information on the rights and obligations attached to the asset-referenced token

1. A description of the characteristics and functionality of the asset-referenced token being offered or admitted to trading, including information about when the functionalities are planned to apply;

2. A description of the rights and obligations, if any, of the purchaser, and the procedure and conditions for the exercise of those rights;

3. A description of the conditions under which the rights and obligations may be modified;

4. Where applicable, information on the future offers to the public of the asset-referenced token by the issuer and the number of units of the asset-referenced token retained by the issuer itself;

5. Where an admission to trading is not sought, information on how and where the asset-referenced token can be purchased or sold after the offer to the public;

6. Any restrictions on the transferability of the asset-referenced token that is being offered or admitted to trading;

7. Where the asset-referenced token has protocols for the increase or decrease of its supply in response to changes in demand, a description of the functioning of such protocols;

8. Where applicable, a description of protection schemes protecting the value of the asset-referenced token and compensation schemes;

9. 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 issuer, 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;

10. A detailed description of the claim that the asset-referenced token represents for holders, including:
    (a) the description of each referenced asset and specified proportions of each of those assets;
    (b) the relation between the value of the referenced assets and the amount of the claim and the reserve of assets; and
    (c) a description how a fair and transparent valuation of components of the claim is undertaken, which identifies, where relevant, independent parties;

11. Where applicable, information on the arrangements put in place by the issuer to ensure the liquidity of the asset-referenced token, including the name of the entities in charge of ensuring such liquidity;

12. The contact details for submitting complaints and description of the complaints-handling procedures and any dispute resolution mechanism or redress procedure established by the issuer of the asset-referenced token;

13. A description of the rights of the holders when the issuer is not able to fulfil its obligations, including in insolvency;

14. A description of the rights in the context of the implementation of the recovery plan;

15. A description of the rights in the context of the implementation of the redemption plan;

16. Detailed information on how the asset-referenced token is redeemed, including whether the holder will be able to choose the form of redemption, the form of transference or the official currency of redemption;

17. The law applicable to the asset-referenced token, as well as the competent court.

Part E: Information on the underlying technology

1. Information on the technology used, including distributed ledger technology, as well as protocols and technical standards used, allowing for the holding, storing and transfer of asset-referenced tokens;

2. The consensus mechanism, where applicable;

3. Incentive mechanisms to secure transactions and any fees applicable;

4. Where the asset-referenced tokens are issued, transferred and stored using distributed ledger technology that is operated by the issuer or a third-party acting on the issuer's behalf, a detailed description of the functioning of such distributed ledger technology;

5. Information on the audit outcome of the technology used, if such an audit was conducted.

Part F: Information on the risks

1. The risks related to the reserve of assets, when the issuer is not able to fulfil its obligations;

2. A description of the risks associated with the issuer of the asset-referenced token;

3. A description of the risks associated with the offer to the public of the asset-referenced token or its admission to trading;

4. A description of the risks associated with the asset-referenced token, in particular with regard to the assets referenced;

5. A description of the risks associated with the operationalisation of the asset-referenced token project;

6. 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

1. A detailed description of the mechanism aimed at aligning the value of the reserve of assets with the claim associated with the asset-referenced token, including legal and technical aspects;

2. A detailed description of the reserve of assets and their composition;

3. A description of the mechanisms through which asset-referenced tokens are issued and redeemed;

4. Information on whether a part of the reserve assets are invested and, where applicable, a description of the investment policy for those reserve assets;

5. A description of the custody arrangements for the reserve assets, including their segregation, and the name of crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients, credit institutions or investment firms appointed as custodians of the reserve assets.

ANNEX III

Part A: Information about the issuer of the e-money token

1. Name;

2. Legal form;

3. Registered address and head office, where different;

4. Date of the registration;

5. Legal entity identifier or another identifier required pursuant to applicable national law;

6. A contact telephone number and an email address of the issuer, and the period of days within which an investor contacting the issuer via that telephone number or email address will receive an answer;

7. Where applicable, the identity of the parent company;

8. Identity, business address and functions of persons that are members of the management body of the issuer;

9. Business or professional activity of the issuer and, where applicable, of its parent company;

10. Potential conflicts of interest;

11. Where the issuer of the e-money token also issues other crypto-assets, or also has other activities related to crypto-assets, that should be clearly stated; the issuer should also state whether there is any connection between the issuer and the entity running the distributed ledger technology used to issue the crypto-asset, including if the protocols are run or controlled by a person closely connected to project participants;

12. The issuer's financial condition over the past three years or, where the issuer has not been established for the past three years, the issuer's financial condition record 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 issuer 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 issuer's business and of its position, consistent with the size and complexity of the business;

13. Except for issuers of e-money tokens who are exempted from authorisation in accordance with Article 48(4) and (5), details about the authorisation as an issuer of an e-money token and the name of the competent authority which granted authorisation.

Part B: Information about the e-money token

1. Name and abbreviation;

2. A description of the characteristics of the e-money token, including the data necessary for classification of the crypto-asset white paper in the register referred to in Article 109, as specified in accordance with paragraph 8 of that Article;

3. Details of all natural or legal persons (including business addresses and/or domicile of the company) involved in the design and development, such as advisors, development team and crypto-asset service providers.

Part C: Information about the offer to the public of the e-money token or its admission to trading

1. Indication as to whether the crypto-asset white paper concerns an offer to the public of the e-money token or its admission to trading;

2. Where applicable, the total number of units of the e-money token to be offered to the public or admitted to trading;

3. Where applicable, name of the trading platforms for crypto-assets where the admission to trading of the e-money token is sought;

4. The law applicable to the offer to the public of the e-money token, as well as the competent court.

Part D: Information on the rights and obligations attached to e-money tokens

1. A detailed description of the rights and obligations, if any, that the holder of the e-money token has, including the right of redemption at par value as well as the procedure and conditions for the exercise of those rights;

2. A description of the conditions under which the rights and obligations may be modified;

3. A description of the rights of the holders when the issuer is not able to fulfil its obligations, including in insolvency;

4. A description of rights in the context of the implementation of the recovery plan;

5. A description of rights in the context of the implementation of the redemption plan;

6. The contact details for submitting complaints and description of the complaints-handling procedures and any dispute resolution mechanism or redress procedure established by the issuer of the e-money token;

7. Where applicable, a description of protection schemes protecting the value of the crypto-asset and of compensation schemes;

8. The law applicable to the e-money token as well as the competent court.

Part E: Information on the underlying technology

1. Information on the technology used, including distributed ledger technology, as well as the protocols and technical standards used, allowing for the holding, storing and transfer of e-money tokens;

2. Information about the technical requirements that the purchaser has to fulfil to gain control over the e-money token;

3. The consensus mechanism, where applicable;

4. Incentive mechanisms to secure transactions and any fees applicable;

5. Where the e-money token is issued, transferred and stored using distributed ledger technology that is operated by the issuer or a third-party acting on its behalf, a detailed description of the functioning of such distributed ledger technology;

6. Information on the audit outcome of the technology used, if such an audit was conducted.

Part F: Information on the risks

1. Description of the risks associated with the issuer of the e-money token;

2. Description of the risks associated with the e-money token;

3. Description of the risks associated with the technology used as well as mitigation measures, if any.