Council of theEuropean Union
Brussels, 5 October 2022
(OR. en)13198/22
Interinstitutional File:
2020/0265 (COD)EF 293ECOFIN 965
CODEC 1428
INFORMATION NOTE
From:
To:

General Secretariat of the Council
Delegations

Subject:

Proposal for a Regulation of the European Parliament and of the Council
on Markets in Crypto-assets, and amending Directive (EU) 2019/1937(MiCA)- Letter to the Chair of the European Parliament Committee on Economicand Monetary Affairs

Following the Permanent Representatives’ Committee meeting of 5 October 2022 which endorsed
the final compromise text with a view to agreement, delegations are informed that the Presidency
has sent the attached letter, together with its Annex, to the Chair of the European ParliamentCommittee on Economic and Monetary Affairs.

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1EN13198/22

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2020/0265 (COD)
Proposal for a
REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
on Markets in Crypto-assets, and amending Directive (EU) 2019/1937(Text with EEA relevance)

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty on the Functioning of the European Union, and in particular Article 114
thereof,
Having regard to the proposal from the European Commission,
After transmission of the draft legislative act to the national parliaments,
Having regard to the opinion of the European Central Bank1,
Having regard to the opinion of the European Economic and Social Committee2,
Acting in accordance with the ordinary legislative procedure,

1
2

OJ C […], […], p. […].
OJ C […], […], p. […].

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Whereas:(1)

It is important to ensure that the Union’s financial services legislation is fit for the digital age,and contributes to a future-ready economy that works for the people, including by enabling
the use of innovative technologies. The Union has a stated and confirmed policy interest in
developing and promoting the uptake of transformative technologies in the financial sector,
including distributed ledger technology (DLT).

(2)

Crypto-assets are one of the major DLT applications. Crypto-assets are digital representationsof value or rights that have the potential to bring significant benefits to both market
participants and retail holders of crypto-assets. Representation of value also includes external,
non-intrinsic value attributed to a crypto-asset by parties concerned or market participants,
meaning the value can be subjective and can be attributed only to the interest of someone
purchasing the crypto-asset. By streamlining capital-raising processes and enhancing
competition, offers of crypto-assets can allow for a innovative and inclusive way of financing,including for small and medium-sized enterprises (SMEs). When used as a means of payment,
payment tokens can present opportunities in terms of cheaper, faster and more efficient
payments, in particular on a cross-border basis, by limiting the number of intermediaries.
It is expected that many applications of DLT, including blockchain technology, that have notyet been fully studied will go on to create new types of business activity and business models
which, together with the crypto-asset sector itself, will lead to economic growth and new
employment opportunities for Union citizens.

(3)

Some crypto-assets4 fall within the scope of existing EU financial services legislation, inparticular those that qualify as financial instruments within the meaning of Directive
2014/65/EU of the European Parliament and of the Council. A full set of Union rules apply toissuers of such crypto-assets and to firms conducting activities related to such crypto-assets.

4

Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial
instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173, 12.6.2014, p. 349).

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(3a) Other crypto-assets, however, fall outside of the scope of Union financial services legislation.
There are no rules, other than AML rules, for services related to these unregulated cryptoassets, including for the operation of trading platforms for crypto-assets, the service of
exchanging crypto-assets for funds or other crypto-assets, or the custody of crypto-assets. The
lack of such rules leaves holders of crypto-assets exposed to risks, in particular in areas notcovered by consumer protection rules. The lack of such rules can also lead to substantial risks
to market integrity, including market manipulation, and financial crime. To address thoserisks, some Member States have put in place specific rules for all – or a subset of – cryptoassets that fall outside Union legislation on financial services. Other Member States are
considering to legislate in this area.
(4)

The lack of an overall Union framework for crypto-assets can lead to a lack of users’
confidence in those assets, which could significantly hinder the development of a market inthose assets and can lead to missed opportunities in terms of innovative digital services,
alternative payment instruments or new funding sources for Union companies. In addition,companies using crypto-assets would have no legal certainty on how their crypto-assets would
be treated in the different Member States, which would undermine their efforts to use cryptoassets for digital innovation. The lack of an overall Union framework on crypto-assets could
also lead to regulatory fragmentation, which would distort competition in the Single Market,
make it more difficult for crypto-asset service providers to scale up their activities on a crossborder basis and would give rise to regulatory arbitrage. The crypto-asset market is still
modest in size and does not yet pose a threat to financial stability. It is, however, possible thata subset of crypto-assets which aim to stabilise their price in relation to a specific asset or abasket of assets could be widely adopted by retail holders. Such a development could raise
additional challenges to financial stability, smooth operation of payment systems, monetary
policy transmission or monetary sovereignty.

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(5)

A dedicated and harmonised framework is therefore necessary at Union level to provide
specific rules for crypto-assets and related activities and services and to clarify the applicablelegal framework. Such harmonised framework should also cover services related to cryptoassets where these services are not yet covered by Union legislation on financial services.
Such a framework should support innovation and fair competition, while ensuring a high levelof protection of retail holders and market integrity in crypto-asset markets. A clear framework
should enable crypto-asset service providers to scale up their business on a cross-border basis
and should facilitate their access to banking services to run their activities smoothly. A Union
framework should provide for proportionate treatment of issuers of crypto-assets and cryptoasset service providers, thus allowing equal opportunities for market entry and ongoing andfuture development. It should also promote financial stability, the smooth operation of
payment systems, and address monetary policy risks that could arise from crypto-assets that
aim at stabilising their price in relation to a currency, an asset or a basket of such. While
increasing protection of retail holders, market integrity and financial stability through theregulation of offers to the public of crypto-assets or services related to such crypto-assets, aUnion framework on markets in crypto-assets should not regulate the underlying technology.
Union legislation avoids imposing unnecessary and disproportionate regulatory burdens on
the use of technology, since the Union and the Member States seek to maintaincompetitiveness on a global market. Proper regulation maintains the competitiveness of theMember States on international financial and technological markets and provides clients withsignificant benefits in terms of access to cheaper, faster and safer financial services and asset
management.

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(5a) The consensus mechanisms used for the validation of transactions in crypto-assets might haveprincipal adverse impacts on the climate and other environment-related impacts. Suchconsensus mechanisms should therefore deploy more environmentally-friendly solutions andensure that any principal adverse impact that they might have on the climate and any otherenvironment-related adverse impact is adequately identified and disclosed by issuers andcrypto-asset service providers. When determining whether adverse effects are principal,
account should be taken of the principle of proportionality and the size and volume of thecrypto-asset issued. ESMA, in cooperation with EBA, should therefore be mandated todevelop draft regulatory technical standards to further specify the content, methodologies andpresentation of information in relation to sustainability indicators with regard to climate andother environment‐ related adverse impacts, and to outline key energy indicators. The draft
regulatory technical standards should also ensure coherence of disclosures by issuers andcrypto-asset service providers.
When developing the draft regulatory technical standards, ESMA should take into account thevarious types of consensus mechanisms used for the validation of transactions in crypto-asset,
their characteristics and the differences between them. ESMA should also take into accountexisting disclosure requirements, ensure complementarity and consistency, and avoid double
burden on companies.
(5c) Crypto-assets markets are global and go beyond borders. Therefore, the Union should
continue to support international efforts to promote convergence in the treatment of cryptoassets and crypto-asset services through international organisations or bodies such as the
Financial Stability Board, the Basel Committee and the Financial Action Task Force.

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(6)

Union legislation on financial services should be guided by the principles of ‘same activities,
same risks, same rules’ and of technology neutrality.
Therefore, crypto-assets that fall under existing EU financial services legislation should
remain regulated under the existing regulatory framework regardless of the technology used
for their issuance or their transfer, rather than this Regulation. Thus, the Regulation explicitly
excludes crypto-assets that qualify as financial instruments as defined under Directive
2014/65/EU1of the European Parliament and of the Council, as deposits as defined underDirective 2014/49/EU2 of the European Parliament and of the Council, including structured
deposits as defined under Directive 2014/65/EU, as funds as defined under Directive
2015/2366/EU3 of the European Parliament and of the Council, other than e-money tokens, as
securitisation positions in the context of a securitisation as defined under Regulation (EU)2017/24024 of the European Parliament and of the Council, and as non-life or life insurance
contracts, pensions products or schemes and social security schemes. Having regard to thefact that electronic money and funds received in exchange for electronic money should not betreated as deposits in accordance with Directive 2014/49/EU, electronic money tokens cannot
be considered as deposits that are exempted from this Regulation.

(6a) For the purpose of ensuring a clear delineation between crypto-assets covered under thisRegulation and financial instruments, ESMA should be mandated to publish guidelines on
criteria and conditions for the qualification of crypto-assets as financial instruments. The
guidelines should also help to better understand cases in which crypto-assets that areotherwise considered to be unique and not fungible with other crypto-assets might bequalified as financial instruments. In order to promote a common approach on theclassification of crypto-assets, the ESAs should promote discussions on the classification of
crypto-assets. Competent authorities should be able to request opinions from ESAs on theclassification of crypto-assets, including classifications that were proposed by the offerors or
persons seeking admission to trading.

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Offerors or persons seeking admission to trading are primarily responsible for the correctclassification of the crypto-assets, which might be challenged by the competent authorities,
both before the date of publication of the offer and at any moment afterwards. Where theclassification of a crypto-asset appears to be inconsistent with this regulation or Directive
2014/65/EU, the ESAs should make use of their powers under ESAs Regulations in order toensure a consistent and coherent approach to such classification.
(6b) This Regulation should not apply to crypto-assets that are unique and not fungible with othercrypto-assets, including digital art and collectibles, whose value is attributable to each cryptoasset’s unique characteristics and the utility it gives to the token holder. Similarly, it also does
not apply to crypto-assets representing services or physical assets that are unique and notfungible, such as product guarantees or real estate. While these crypto-assets might be tradedin market places and be accumulated speculatively, they are not readily interchangeable andthe relative value of one crypto-asset in relation to another, each being unique, cannot be
ascertained by means of comparison to an existing market or equivalent asset. Such features
limit the extent to which these crypto-assets can have a financial use, thus limiting risks tousers and the system, and justifying the exemption.
(6c) The fractional parts of a unique and non-fungible crypto-asset should not be consideredunique and not fungible. The issuance of crypto-assets as non-fungible tokens in a large series
or collection should be considered as an indicator of their fungibility. The sole attribution of aunique identifier to a crypto-asset is not sufficient to classify it as a unique or not fungible.
The assets or rights represented should also be unique and not fungible for the crypto-asset tobe considered unique and not fungible. The exclusion of crypto-assets that are unique and notfungible from this Regulation is without prejudice to qualification of such crypto-assets asfinancial instruments.

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This Regulation should also apply to crypto-assets that appear unique and not fungible, butwhose de facto features or features linked to de facto uses would make them either fungible or
not unique. In this regard, when assessing and classifying crypto-assets, competent authorities
should adopt a substance over form approach, under which the features of the asset inquestion should determine the qualification, not its designation by the issuer.
(6a) It is appropriate to exempt certain intragroup transactions and some public entities from thescope as they do not pose risks. Public international organisations exempted include theInternational Monetary Fund and the Bank of International Settlements.
(7)

Digital assets issued by central banks acting in their monetary authority capacity, including
central bank money in digital form, or crypto-assets issued by other public authorities,
including central, regional and local administration, should not be subject to the Union
framework covering crypto-assets, and neither should related services - that are provided bysuch central banks when acting in their monetary authority capacity or other publicauthorities.

(7a) Pursuant to the fourth indent of Article 127(2), of the Treaty on the Functioning of theEuropean Union (TFEU), one of the basic tasks to be carried out through the European
System of Central Banks (ESCB) is to promote the smooth operation of payment systems.
The European Central Bank (ECB) may, pursuant to Article 22 of the Statute of the European
System of Central Banks and of the European Central Bank (hereinafter the ‘Statute of the
ESCB’), make regulations to ensure efficient and sound clearing and payment systems within
the Union and with other countries. In this respect, the ECB has adopted regulations onrequirements for systemically important payment systems. This Regulation is without
prejudice to the responsibilities of the ECB and the national central banks (NCBs) in the
ESCB to ensure efficient and sound clearing and payment systems within the Union and withthird countries.

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Consequently, and in order to prevent the possible creation of parallel sets of rules, theEuropean Banking Authority (EBA), the European Securities and Markets Authority (ESMA)and the ECB should cooperate closely when preparing the relevant draft technical standards.
Further, the access to information by the ECB and the NCBs is crucial when fulfilling theirtasks relating to the oversight of payment systems, including clearing of payment instructions.
In addition, with respect to 127(6) of the Treaty on the Functioning of the European Union(TFEU), this Regulation shall be without prejudice to Regulation (EC) 1024/2013 and shall beinterpreted in such a way that it shall not be in conflict with Regulation (EC) 1024/2013.
(8)

Any legislation adopted in the field of crypto-assets should be specific, future-proof and beable to keep pace with innovation and technological developments and be founded on an
incentive-based approach. ‘Crypto-assets’ and ‘distributed ledger technology’ should
therefore be defined as widely as possible to capture all types of crypto-assets which currently
fall outside the scope of Union legislation on financial services. Such legislation should also
contribute to the objective of combating money laundering and the financing of terrorism. For
this reason, entities offering services within the scope of this Regulation will be required tofollow applicable rules on AML in the EU, which integrate international standards.

(8a) Digital assets that cannot be transferred to other holders do not fall within the definition of
crypto-assets. Therefore, digital assets which are only accepted by the issuer or the offeror,
being technically impossible to transfer them directly to other holders are excluded from thescope of this Regulation. Examples of such assets include some loyalty schemes, where theloyalty points can be exchanged for benefits only with the issuer or offeror of these points.

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(9)

This Regulation introduces three sub-categories of crypto-assets that should be distinguishedand subject to different requirements depending on the risks they entail. The classification isbased on whether crypto-assets seek to stabilise their value by reference to other assets. The
first sub-category consists of crypto-assets that aim at stabilising their value by referencing
only one official currency. The function of such crypto-assets is very similar to the function ofelectronic money, as defined in Article 2, point 2, of Directive 2009/110/EC of the European
Parliament and of the Council1. Like electronic money, such crypto-assets are electronicsurrogates for coins and banknotes and are likely to be used for making payments. These
crypto-assets are defined as ‘electronic money tokens’ or ‘e-money tokens’.
In the second sub-category of crypto-assets are ‘asset-referenced tokens’. They aim at
maintaining a stable value by referencing to any other value or right, or combination thereof,
including one or several official currencies. This sub-category covers all other crypto-assets
than e-money tokens whose value is backed by assets, so to avoid circumvention and to makethis Regulation future proof.
Finally, the third sub-category are all other crypto-assets that are not ‘asset-referenced tokens’or ‘e-money tokens’, which cover a wide variety of crypto-assets, including utility tokens.

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EN(10) Currently, despite their similarities, electronic money and crypto-assets referencing a single
official currency of a country differ in some important aspects. Holders of electronic moneyas defined in Article 2, point 2, of Directive 2009/110/EC are always provided with a claimon the electronic money institution and have a contractual right to redeem their electronicmoney at any moment against an official currency of a country at par value with thatcurrency. By contrast, some of the crypto-assets referencing one official currency of a country
do not provide their holders with such a claim on the issuers of such assets and could falloutside the scope of Directive 2009/110/EC. Other crypto-asset referencing one official
currency of a country do not provide a claim at par with the currency they are referencing or
limit the redemption period. The fact that holders of such crypto-assets do not have a claim on
the issuers of such assets, or that such claim is not at par with the currency those crypto-assets
are referencing, could undermine the confidence of users of those crypto-assets. To avoid
circumvention of the rules laid down in Directive 2009/110/EC, any definition of ‘e-money
tokens’ should be as wide as possible to capture all the types of crypto-assets referencing one
single official currency of a country and strict conditions on the issuance of e-money tokens
should be laid down, including the obligation for such e-money tokens to be issued either by acredit institution [authorised under CRD], or by an electronic money institution authorised
under Directive 2009/110/EC. For the same reason, issuers of such e-money tokens should
also grant the users of such tokens with a right to redeem their tokens at any moment and atpar value against the currency referencing those tokens. Because e-money tokens are also
crypto-assets and can also raise new challenges in terms of protection of retail holders andmarket integrity specific to crypto-assets, they should also be subject to rules laid down in thisRegulation to address these challenges to protection of retail holders and market integrity.

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(11) Given the different risks and opportunities raised by crypto-assets, it is necessary to lay down
rules for offerors and persons seeking admission to trading of crypto-assets other than assetreferenced tokens and e-money tokens as well as issuers of asset-referenced tokens and emoney tokens. Issuers of crypto-assets are entities which have control over the creation of
crypto-assets.
(12) It is necessary to lay down specific rules for entities that provide services related to cryptoassets. A first category of such services consist of ensuring the operation of a trading platform
for crypto-assets, exchanging crypto-assets for funds or other crypto-assets by dealing on own
account, the service on behalf of third parties of ensuring the custody and administration of
crypto-assets, and the transfer of crypto-assets. A second category of such services are theplacing of crypto-assets, the reception or transmission of orders for crypto-assets, theexecution of orders for crypto-assets on behalf of clients, the provision of advice on cryptoassets and portfolio management of crypto-assets. Any person that provides such crypto-asset
services on a professional basis should be considered as a ‘crypto-asset service provider’.
(12a) This Regulation applies to natural, legal persons and other undertakings and the activities andservices performed, provided or controlled, directly or indirectly, by them, including whenpart of such activity or services is performed in a decentralized way. Where crypto-asset
services as defined in this Regulation are provided in a fully decentralised manner without
any intermediary they do not fall within the scope of this Regulation. This Regulation covers
the rights and obligations applicable to issuers, offerors and persons seeking admission to
trading of crypto-assets and to crypto-asset service providers. Where crypto-assets have noidentifiable issuer, they do not fall within Title II, III or IV of this Regulation. Crypto-asset
service providers providing services to such crypto-assets are, however, fully covered by thisRegulation.

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15EN(13) To ensure that all offers to the public of crypto-assets, other than asset-referenced tokens or emoney tokens, which can potentially have a financial use, in the Union, or all the admissionsof crypto-assets to trading on a trading platform for crypto-assets are properly monitored andsupervised by competent authorities, all offerors or persons seeking admission to trading of
those crypto-assets should be legal persons.
(14) In order to ensure protection of retail holders of crypto-assets, potential holders of cryptoassets should be informed about the characteristics, functions and risks of crypto-assets they
intend to purchase. When making a public offer of crypto-assets, other than asset-referenced
tokens or e-money tokens, in the Union or when seeking admission of crypto-assets to trading
on a trading platform for such crypto-assets, offerors or persons seeking admission to trading
should produce, notify to their competent authority and publish an information document (‘acrypto-asset white paper’) containing mandatory disclosures. Such 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 public offer of cryptoassets or on their admission to trading on a trading platform for crypto-assets, on the rights
and obligations attached to the crypto-assets, on the underlying technology used for such
assets and on the related risks.
However, it is not expected that the whitepaper will contain a description of risks which are
unforeseeable and very unlikely to materialise.
The information contained in the crypto-asset white paper and marketing communication,
including advertising messages and marketing material, also through new channels such associal media platforms, should be fair, clear and not misleading. Advertising messages andmarketing material should be consistent with the information provided in the crypto-asset
white paper.

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(14a) Crypto-asset white papers, including summaries, and operating rules of trading platforms forcrypto-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 ofinternational finance. At the time of adoption of this act, the English language was thelanguage customary in the sphere of international finance but this can evolve in the future.
(14b) In order to ensure a proportionate approach, no requirements of this Regulation should apply
to the offering of crypto-assets, other than asset-referenced tokens or e-money tokens, that are
offered for free or that are automatically created as a reward for the maintenance of the DLTor the validation of transactions in the context of a consensus mechanism. Also, no
requirements of this Regulation should apply when a utility token represents the purchase ofan existing good or service, enabling the holder to collect the good or use the service, andwhen the holder of the crypto-assets has the right to use them in exchange for goods andservices in a limited network of merchants with contractual arrangements with the offeror.
Such exceptions do not include crypto-assets representing stored goods which are not meant
to be collected by the purchaser following the purchase. The limited network exemption does
not apply for crypto-assets which are typically designed for a network of service providers
which is continuously growing. When the offer or offers exceed a certain threshold, thelimited network exemption is evaluated by the competent authority each time an offer ismade, meaning that offers made after an offer which benefited from an exemption do not
automatically benefit from such exemption. These exemptions cease to apply when the offeror
or another person on his behalf communicates its intention of seeking admission to trading inany communication or the exempted crypto-assets are admitted to trading on a trading
platform.

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(15) In order to ensure a proportionate approach, the requirements to draw up and publish a cryptoasset white paper should not apply to offers of crypto-assets other than asset-referenced
tokens or e-money tokens that are exclusively offered to qualified investors and can be
exclusively held by such qualified investors, or that, per Member State, are made to a small
number of persons. However, some requirements related to the conduct and organisation of
the offeror remain applicable.
(15a) The mere admission of crypto-assets to trading on a trading platform or the publication of bid
and offer prices is not to be regarded in itself as an offer of crypto-assets to the public. Suchpublication only constitutes an offer of crypto-assets to the public where it includes acommunication constituting the offer to the public under this Regulation.
(16) Small and medium-sized enterprises and start-ups should not be subject to excessive anddisproportionate administrative burdens. Offers to the public of crypto-assets, other thanasset-referenced tokens or e-money tokens, in the Union that do not exceed an adequate
aggregate threshold over a period of 12 months should therefore be exempted from theobligation to draw up a crypto-asset white paper. Some requirements related to the conductand organisation of the offeror remain, however, applicable.
(16a) Even though some offers of crypto-assets other than asset-referenced tokens or e-money
tokens are exempted from several or all obligations under this Regulation, where applicable,
EU horizontal legislation ensuring consumer protection, such as Directive 2005/29/EC9 of theEuropean Parliament and of the Council or the Council Directive 93/13/EEC10 of 5 April
1993 on unfair terms in consumer contracts, including any information obligations contained
therein, remain applicable to these offers to the public of crypto-assets where involving
business-to-consumer relations.

910

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).
Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts (OJ L 95, 21.4.1993, p.
29).

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18EN(17) Where an offer to the public concerns utility tokens for goods that are not yet available orservices that are not yet in operation, the duration of the public offer as described in thecrypto-asset white paper shall not exceed twelve months. This limitation on the duration of
the public offer is unrelated to the moment when the goods or services become factuallyoperational and can be used by the holder of a utility token after the end of the public offer.
(18) In order to enable supervision, offerors and persons seeking admission to trading of cryptoassets, other than asset-referenced tokens or e-money tokens, should, before any public offer
of crypto-assets in the Union or before those crypto-assets are admitted to trading on a trading
platform for crypto-assets, notify their crypto-asset white paper and, upon request of thecompetent authority, their marketing communications, to the competent authority of theMember State where they have their registered office or a branch.
(18a) Offerors that are established in a third country should notify their crypto-asset white paper,
and, upon request of the competent authority, their marketing communication, to thecompetent authority of the Member State where the crypto-assets are intended to be offered.
(18b) The operator of the trading platform becomes responsible for complying with therequirements of Title II when the crypto-assets are admitted to trading on its own initiative
and the white paper has not been prepared in cases required by this Regulation, or upon
agreement with the person seeking admission to trading. The person seeking admission to
trading should remain responsible when it provides false or misleading information to theoperator of the trading platform. The person seeking admission to trading should also remain
responsible for matters not delegated to the operator of the trading platform.

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(19) Undue administrative burdens should be avoided. Competent authorities should therefore not
be required to approve a crypto-asset white paper before its publication. Competentauthorities should, however, have the power to request amendments to the white paper andany marketing communication, and where necessary, to request the inclusion of additional
information in the crypto-asset white paper.
(20) Competent authorities should be able to suspend or prohibit a public offer of crypto-assets,other than asset-referenced tokens or e-money tokens, or the admission of such crypto-assets
to trading on a trading platform for crypto-assets where such an offer to the public or anadmission to trading does not comply with the applicable requirements, including when thewhite paper or the marketing communications are not fair, not clear or are misleading.
Competent authorities should also have the power to publish a warning that the offeror or
person seeking admission to trading has failed to meet those requirements, either on its
website or through a press release.
(21) Crypto-asset white papers and, where applicable, marketing communications that have been
duly notified to a competent authority should be published, after which offerors and persons
seeking admission to trading of crypto-assets, other than asset-referenced tokens or e-money
tokens, should be allowed to offer their crypto-assets throughout the Union and to seek
admission for trading such crypto-assets on a trading platform for crypto-assets.
(21a) Offerors of crypto-assets, other than asset-referenced tokens or e-money tokens, shall haveeffective arrangements in place to monitor and safeguard the funds, or other crypto-assets
raised. These arrangements shall also ensure that any funds or other crypto-assets collectedfrom holders or potential holders are duly returned as soon as possible, where an offer to the
public that is time limited is cancelled for any reason. The offeror shall contract a third party
to safeguard those funds or other crypto-assets.

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EN(22) In order to further ensure protection of retail holders of crypto-assets, the retail holders who
are acquiring crypto-assets, other than asset-referenced tokens or e-money tokens, directlyfrom the offeror, or from a crypto-asset service provider placing the crypto-assets on behalf ofthe offeror, should be provided with a right of withdrawal during a limited period of time after
their acquisition. In order to ensure the smooth completion of an offer to the public of cryptoassets for which the issuer has set a time limit, this right of withdrawal should not be
exercised by the consumer after the end of the subscription period. Furthermore, the right ofwithdrawal should not apply where the crypto-assets, other than asset-referenced tokens or emoney tokens, are admitted to trading on a trading platform for crypto-assets, as, in such acase, the price of such crypto-assets would depend on the fluctuations of crypto-asset markets.
Where the retail holder has a right of withdrawal under this Regulation, the right ofwithdrawal under Directive 2002/65/EC should not apply.
(23) Offerors and persons seeking admission to trading of crypto-assets, other than assetreferenced tokens or e-money tokens, should act honestly, fairly and professionally, should
communicate with holders and potential holders of crypto-assets in a fair, clear and truthfulmanner, should identify, prevent, manage and disclose conflicts of interest, should haveeffective administrative arrangements to ensure that their systems and security protocols meet
Union standards. In order to assist competent authorities in their supervisory tasks, theEuropean Securities and Markets Authority (ESMA), in close cooperation with the European
Banking Authority (EBA) should be mandated to publish guidelines on those systems andsecurity protocols in order to further specify these Union standards.
(24) To further protect holders of crypto-assets, civil liability rules should apply to crypto-asset
offerors and persons seeking admission to trading and their management body for the
information provided to the public through the crypto-asset white paper.

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(25) Asset-referenced tokens aim at stabilising their value by referencing to any other value orright or a combination thereof, including one or several official currencies. They could
therefore be widely adopted by users to transfer value or as a means of exchange and thus
pose increased risks in terms of protection of holders of crypto-assets, in particular retailholders and market integrity compared to other crypto-assets. Issuers of asset-referenced
tokens should therefore be subject to more stringent requirements than issuers of other cryptoassets.
(26) When a crypto-asset falls within the definition of an asset-referenced token or e-money token,
it should comply with Title III or Title IV of this Regulation, irrespective of how the issuer
intends to design the crypto-asset, including the mechanism to maintain a stable value. This
also concerns so-called algorithmic ‘stablecoins’ that aim at maintaining a stable value inrelation to an official currency of a country or to one or several assets, via protocols, thatprovide for the increase or decrease of the supply of such crypto-assets in response to changes
in demand.
Offerors or persons seeking admission to trading of algorithmic crypto-assets that do not aim
at stabilising the value of the crypto-assets by referencing one or several assets should in any
event comply with Title II of this Regulation.
(27) To ensure the proper supervision and monitoring of offers to the public of asset-referenced
tokens, issuers of asset-referenced tokens should have a registered office in the Union.

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(28) Offers to the public of asset-referenced tokens in the Union or seeking an admission of such
crypto-assets to trading on a trading platform for crypto-assets should be possible only where
the competent authority has authorised the issuer of such crypto-assets and approved thecrypto-asset white paper regarding such crypto-assets. The authorisation requirement should
however not apply where the asset-referenced tokens are only offered to qualified investors,
or when the offer to the public of asset-referenced tokens is below a certain threshold. In thosecases, the issuer of such asset-referenced tokens should be still required to produce a cryptoasset white paper to inform buyers about the characteristics and risks of such asset-referenced
tokens and to notify it to the relevant competent authority, before publication.
(28a) Credit institutions authorised under Directive 2013/36/EU of the European Parliament and of
the Council should not need another authorisation under this Regulation in order to issue
asset-referenced tokens. National procedures established under Directive 2013/36/EU apply
and are complemented by a requirement to notify the home competent authority designatedunder this Regulation with elements enabling it to verify the issuer’s ability to issue assetreferenced tokens. A credit institution, which is the issuer of asset-referenced tokens should
be subject to all requirements applying to issuers of ARTs with the exception of authorisation
requirements, own funds requirements and the approval procedure regarding qualifying
shareholders, as these matters are covered by Directive 2013/36/EU and Regulation (EU)575/2013. A crypto-asset white paper produced by such credit institution to inform buyers
about the characteristics and risks of asset-referenced tokens should be approved by therelevant competent authority, before publication. The relevant administrative powers provided
under Directive 2013/36/EU, as transposed in national law, and under this Regulation,
including the power to restrict or limit a credit institution’s business and the powers tosuspend or prohibit an offer to the public, would apply with respect to such credit institutions.

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In case the obligations applying to such credit institutions under this Regulation overlap withthose of Directive 2013/36/EU, the credit institutions should ensure compliance with more
specific or stricter requirements, thus ensuring compliance with both set of rules.
The notification procedure for credit institutions intending to issue asset-referenced tokens
under this Regulation is without prejudice to the national provisions transposing Directive
2013/36/EU that set out procedures for authorisation of credit institutions to provide theservices listed in Annex I of Directive 2013/36/EU.
(29) A competent authority should refuse authorisation on objective and demonstrable grounds,
where the prospective issuer of asset-referenced tokens’ business model may pose a serious
threat to financial stability, smooth operation of payment systems, or market integrity. The
competent authority should consult the EBA, ESMA, the ECB and, where the assetreferenced tokens is referencing a Union currency which is not the euro and the national
central bank of issue of such currency before granting an authorisation or refusing an
authorisation. The EBA and ESMA non-binding options should address the classification of
the crypto-asset, while the ECB and the national central banks should provide the competentauthority with an opinion on the risks for the smooth operation of payment systems, monetary
policy transmission or monetary sovereignty. The competent authorities should also refuse
authorisation when the ECB or a national central bank gives a negative opinion on grounds ofsmooth operation of payment systems, monetary policy transmission, or monetary
sovereignty. Where authorising a prospective issuer of asset-referenced tokens, the competentauthority should also approve the crypto-asset white paper produced by that person. The
authorisation by the competent authority should be valid throughout the Union and should
allow the issuer of asset-referenced tokens to offer such crypto-assets in the Single Market
and to seek an admission to trading on a trading platform for crypto-assets. In the same way,
the crypto-asset white paper should also be valid for the entire Union, without possibility for
Member States to impose additional requirements.

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(29a) In several cases where the ECB is consulted, its opinion is binding in that it obliges acompetent authority to refuse, withdraw or limit an authorization to issue asset-referenced
tokens or to impose specific measures on an asset-referenced tokens’ issuer. While Article
263, first subparagraph TFEU, provides that the Court of Justice shall review the legality ofacts of the ECB other than recommendations or opinions, it is recalled that it is up to the
Court of Justice to interpret this provision, in light of the substance and effects of the opinionsof the ECB.
(30) To ensure protection of retail holders, issuers of asset-referenced tokens should always
provide holders of asset-referenced tokens with clear, fair and not misleading information.
The crypto-asset white paper on asset-referenced tokens should include information on thestabilisation mechanism, on the investment policy of the reserve assets, on the custodyarrangements for the reserve assets, and on the rights provided to holders.
(31) In addition to information included in the crypto-asset white paper, issuers of asset-referenced
tokens should also provide holders of such tokens with information on a continuous basis. In
particular, they should disclose the amount of asset-referenced tokens in circulation and thevalue and the composition of the reserve assets on their website. Issuers of asset-referenced
tokens should also disclose any event that is likely to have a significant impact on the value ofthe asset-referenced tokens or on the reserve assets, irrespective of whether such crypto-assets
are admitted to trading on a trading platform for crypto-assets.
(32) To ensure protection of retail holders, issuers of asset-referenced tokens should always act
honestly, fairly and professionally and in the best interest of the holders of asset-referenced
tokens. Issuers of asset-referenced tokens should also put in place a clear procedure forhandling the complaints received from the holders of crypto-assets.
(33) Issuers of asset-referenced tokens should put in place a policy to identify, manage andpotentially disclose conflicts of interest which can arise from their relations with their
managers, shareholders, clients or third-party service providers.

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(34) Issuers of asset-referenced tokens should have robust governance arrangements, including aclear organisational structure with well-defined, transparent and consistent lines of
responsibility and effective processes to identify, manage, monitor and report the risks towhich they are or might be exposed. The members of the management body of such issuers
and their shareholders or members, whether direct or indirect, natural or legal persons, thathave qualifying holdings in such issuers, should be of good repute and be fit and proper,
including for the purpose of anti-money laundering and combatting the financing of terrorism.
Issuers of asset-referenced tokens should also employ resources proportionate to the scale oftheir activities and should always ensure continuity and regularity in the performance of theiractivities. For that purpose, issuers of asset-referenced tokens should establish a business
continuity policy aimed at ensuring, in the case of an interruption to their systems andprocedures, the performance of their core activities related to the asset-referenced tokens.
Issuers of asset-referenced tokens should also have a strong internal control and risk
assessment mechanism, as well as a system that guarantees the integrity and confidentiality of
information received. Those obligations aim to ensure the protection of the holders of assetreferenced tokens, in particular retail holders, while not creating unnecessary barriers.
(35) Issuers of asset-referenced tokens are usually at the centre of a network of entities that ensure
the issuance of such crypto-assets, their transfer and their distribution to holders. Issuers ofasset-referenced tokens should therefore be required to establish and maintain appropriate
contractual arrangements with those third-party entities ensuring the stabilisation mechanism
and the investment of the reserve assets backing the value of the tokens, the custody of suchreserve assets, and, where applicable, the distribution of the asset-referenced tokens to the
public.

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(36) To address the risks to financial stability of the wider financial system, issuers of assetreferenced tokens should be subject to capital requirements. Those capital requirements
should be proportionate to the issuance size of the asset-referenced tokens and therefore
calculated as a percentage of the reserve of assets that back the value of the asset-referenced
tokens. Competent authorities should however be able to increase the amount of own fundrequirements required on the basis of, inter alia, the evaluation of the risk-assessment
mechanism of the issuer, the quality and volatility of the assets in the reserve backing theasset-referenced tokens or the aggregate value and number of asset-referenced tokens.
(37) In order to cover their liability, issuers of asset-referenced tokens should constitute andmaintain a reserve of assets matching the risks reflected in such liability. Such reserve ofassets serves the function of covering the issuer's liabilities against holders of asset-referenced
tokens. The reserve of assets should be used for the benefit of the holders of the assetreferenced token when the issuer is not able to comply with its obligations towards theholders, such as in insolvency. The reserve of assets shall be composed and managed in sucha way that the issuer of asset-referenced tokens does not face market and currencies risks.
Issuers of asset-referenced tokens should ensure the prudent management of such a reserve ofassets and should in particular ensure that the reserve amounts at least to the corresponding
value of tokens in circulation and that changes in the reserve are adequately managed to avoid
adverse impacts on the market of the reserve assets. Issuers of asset-referenced tokens should
therefore establish, maintain and detail policies that describe, inter alia, the composition of thereserve of assets, the allocation of assets, the comprehensive assessment of the risks raised by
the reserve assets, the procedure for the issuance and redemption of the asset-referenced
tokens, the procedure to increase and decrease the reserve assets and, where the reserve assets
are invested, the investment policy that is followed by the issuer. For asset-referenced tokens
which are marketed both in the Union and in third countries, their issuers should ensure thatthe reserve of assets is available to cover the issuers' liability towards Union customers. The
requirement to hold the reserve of assets with firms subject to EU legislation should therefore
apply in proportion to the share of tokens which are expected to be marketed in the Union.

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(38) To prevent the risk of loss for asset-referenced tokens and to preserve the value of those assets
issuers of asset-referenced tokens should have an adequate custody policy for reserve assets.
That policy should ensure that the reserve assets are entirely segregated from the issuer’s own
assets at all times, that the reserve assets are not encumbered or pledged as collateral, and thatthe issuer of asset-referenced tokens has prompt access to those reserve assets. The reserve
assets should, depending on their nature, be kept in custody either by a credit institution
authorised under Directive No 2013/36/EU, an investment firm authorised under Directive
2014/65/EU or by a crypto-asset service provider. This should not exclude that for physicalassets the physical holding of the assets is delegated to another entity. Credit institutions,investment firms or crypto-asset service providers that keep in custody the reserve assets thatback the asset-referenced tokens should be responsible for the loss of such reserve assets visà-vis the issuer or the holders of asset-referenced tokens, unless they prove that such loss has
arisen from an external event beyond reasonable control.
A concentration in the custodians of reserve assets should be avoided. However, in certain
situations, this might not be possible due to a lack of suitable alternatives. In such cases, atemporal concentration should be considered acceptable.
(39) To protect holders of asset-referenced tokens against a decrease in value of the assets backing
the value of the tokens, issuers of asset-referenced tokens should invest the reserve assets insecure, low risks assets with minimal market, concentration and credit risk. As the assetreferenced tokens could be used as a means of exchange, all profits or losses resulting fromthe investment of the reserve assets should be borne by the issuer of the asset-referenced
tokens.
(40) The issuer of asset-referenced tokens should provide a permanent redemption right to theholders of the asset-referenced tokens, in the sense that holders are entitled to request from theissuer the redemption of the asset-referenced token at any moment. The issuer has thepossibility to redeem either by paying an amount of funds other than e-money equivalent to
the market value of the assets referenced by the asset-referenced token, or by delivering theassets referenced by the token.

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It should, however, always provide an option to the holder to redeem the token in funds otherthan e-money that the issuer accepted when selling the token.
The issuer should provide sufficiently detailed and easily understandable information todisclose the different forms of redemption available.
(41) To reduce the risks that asset-referenced tokens are used as a store of value, issuers of assetreferenced tokens, and any crypto-asset service providers, when providing crypto-asset
services should not grant interests to users of asset-referenced tokens for the time such users
are holding those asset-referenced tokens.
(41b) Some asset-referenced tokens and e-money tokens should be considered significant when they
meet, or are likely to meet, certain criteria, including a large customer base, a high market
capitalisation, or a high number of transactions. Significant asset-referenced tokens or
significant e-money tokens that could be used by a large number of holders and which could
raise specific challenges in terms of financial stability, monetary policy transmission ormonetary sovereignty should be subject to more stringent requirements than other assetreferenced tokens or e-money tokens.
The appropriateness of the thresholds between significant tokens and non-significant tokens
should be reviewed by the Commission. The review should, where appropriate, be
accompanied by a legislative proposal.
(42) Due to their large scale, significant asset-referenced tokens can pose greater risks to financial
stability than other crypto-assets and asset-referenced tokens with more limited issuance.
Issuers of significant asset-referenced tokens should therefore be subject to more stringent
requirements than issuers of other crypto-assets or asset-referenced tokens with more limited
issuance. They should in particular be subject to higher capital requirements, tointeroperability requirements and they should establish a liquidity management policy.

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(42a) A comprehensive monitoring over the whole ecosystem of asset-referenced tokens issuers isimportant to determine the true size and impact of an asset-referenced tokens. To capture alltransactions that are conducted with any given asset-referenced tokens, monitoring of assetreferenced tokens therefore includes the monitoring of transactions that are settled on-chain
and off-chain to capture all transactions, including those between clients of the same cryptoasset service provider.
(42b) It is particularly important to estimate those transactions associated to uses as means of
exchange within a single currency area, namely those associated to payments of debts
including those in the context of transactions with merchants. Those transactions should notinclude transactions which are associated with investments functions and services such as theexchange with other crypto-assets or funds, unless there is evidence that the asset-referenced
token is used for settlement of transactions in other crypto-assets. A use for settlement oftransactions in other crypto-assets would be present in case a transaction involving two legs ofcrypto-assets, which are different from the ART, would be settled in the ART.
(42c) Asset-referenced tokens can also pose threats to monetary sovereignty and monetary policy.
In the case of a threat to monetary sovereignty and monetary policy, central banks should be
able to request the competent authority to withdraw the authorisation to issue asset-referenced
tokens in the case of serious threats, or, to limit the amount issued, or to introduce a minimum
denomination.
(42d) Moreover, if widely used as a means of exchange within a single currency area, issuers should
be required to reduce the level of activity. An asset-referenced token should be considered to
be widely used as a means of exchange when number and value of transactions per day
associated to uses as means of exchange is higher than 1 000 000 and EUR 200 million
respectively, within a single currency area.
(42e) This Regulation is without prejudice to national legislation regulating the use of domestic andforeign currencies in operations between residents, adopted by non-euro area Member Statesin exercising their prerogative of monetary sovereignty.

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(42c) Issuers of asset-referenced tokens should prepare a recovery plan providing for measures to betaken by the issuer to restore compliance with the requirements applicable to the reserve ofassets, including for cases where the fulfilment of redemptions requests create temporary
unbalances in the reserve of assets. The competent authority should have the power totemporarily suspend the redemption of asset-referenced tokens to protect the interests of theholders of asset-referenced tokens.
(43) Issuers of asset-referenced tokens should have a plan for the orderly redemption of the tokens
to ensure that the rights of the holders of the asset-referenced tokens are protected where
issuers of asset-referenced tokens are not able to comply with their obligations. Where theissuer of asset-referenced tokens is a credit institution or entity referred to in Article 1(1) of
Directive [BRRD], the competent authority should consult the resolution authority.
The resolution authority could examine the redemption plan with a view to identifying any
elements in the redemption plan which may adversely affect the resolvability of the issuer, theresolution strategy of the issuer, or any actions foreseen in the resolution plan of the issuer,and make recommendations to the competent authority with regard to those matters. In doing
so, the resolution authority may also consider if any changes are required to the resolution
plan or the resolution strategy, in accordance with the respective provisions in [BRRD and
SRMR, as applicable]. This examination by the resolution authority does not affect thepowers of the prudential supervisory authority or of the resolution authority, as applicable, totake a crisis prevention measure or a crisis management measure.

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(44) Issuers of e-money tokens should be authorised either as a credit institution under Directive
2013/36/EU or as an electronic money institution under Directive 2009/110/EC. E-money
tokens should be deemed to be ‘electronic money’ as defined under Directive 2009/110/EC
and they should comply with the relevant operational requirements of Directive 2009/110/EC,
including the requirements for the taking up, pursuit and prudential supervision of thebusiness of e-money institutions and the requirements on issuance and redeemability of emoney tokens, unless specified otherwise in this Regulation. Issuers of e-money tokens
should produce a crypto-asset white paper and notify it to their competent authority.
Exemptions regarding limited networks, regarding certain transactions by providers ofelectronic communications networks, and regarding electronic money institutions issuing only
a limited maximum amount of electronic money, based on the optional exemption as specified
in Directive 2009/110/EC, should remain applicable to e-money tokens. However, issuers
should always draw up a crypto-asset white paper and notify it to their competent authority.
(45) Holders of e-money tokens should be provided with a claim on the issuer of the e-money
tokens concerned. Holders of e-money tokens should always be granted with a redemption
right at par value with funds denominated in the official currency that the e-money token isreferencing. The provisions of Directive 2009/110/EC on the possibility of applying a fee in
relation to redemption are not relevant in the context of e-money tokens.
(46) Issuers of e-money tokens, and any crypto-asset service providers, when providing cryptoasset services, should not grant interests to holders of e-money tokens for the time suchholders are holdings those e-money tokens.

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(47) The crypto-asset white paper produced by an issuer of e-money tokens should contain all the
relevant information concerning that issuer and the offer of e-money tokens or their admission
to trading on a trading platform for crypto-assets that is necessary to enable potential buyers
to make an informed purchase decision and understand the risks relating to the offer of emoney tokens. The crypto-asset white paper should also explicitly indicate that holders of emoney tokens are provided with a claim in the form of a right to redeem their e-money tokens
against funds denominated in the official currency that the e-money tokens reference at parvalue and at any moment.
(48) Where an issuer of e-money tokens invests the funds received in exchange for e-money
tokens, such funds should be invested in assets denominated in the same currency as the onethat the e-money token is referencing to avoid cross-currency risks.
(49) Significant e-money tokens can pose greater risks to financial stability than non-significant emoney tokens and traditional electronic money. Issuers of such significant e-money tokens
should therefore be subject to additional requirements. Issuers of significant e-money tokens
should in particular be subject to higher capital requirements than other e-money token
issuers, to interoperability requirements and they should establish a liquidity management
policy. Issuers of significant e-money tokens should also comply with certain requirements
applying to issuers of asset-referenced tokens, such as increased own funds requirements,
custody requirements for the reserve assets, investment rules for the reserve assets, whichshould apply instead of Article 5 and 7 of Directive 2009/110/EC. As Article 5 and 7 of
Directive 2009/110/EC do not apply to credit institutions when issuing e-money, thoserequirements should not apply to credit institutions when they issue e-money tokens.
(48a) Issuers of e-money tokens should have in place recovery and redemption plans to ensure thatthe rights of the holders of the e-money tokens are protected when issuers are not able tocomply with their obligations.

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(50) In most Member States, the provision of crypto-asset services is not yet regulated in spite of
the potential risks that they pose to investor protection, market integrity and financial stability.
To address such risks, this Regulation provides operational, organisational and prudential
requirements at EU level applicable to crypto-asset service providers.
In order to enable effective supervision and to eliminate the possibility to evade or circumvent
such supervision, crypto-asset services should only be provided by legal persons that have aregistered office in a Member State in which they have substantive business activities, which
includes the supply of crypto-assets services. Undertakings that are not legal person, such ascommercial partnerships, might also provide crypto-asset services when they meet certain
conditions.
It is essential that the providers of crypto-asset services maintain effective management of
their activities in the Union, in order to avoid undermining effective prudential supervision,and to ensure the enforcement of requirements under this Regulation, which sets out
conditions for the provisions of crypto-asset services intended to ensure investor protection,market integrity and financial stability. Regular close direct contact between the supervisors
and the responsible management of crypto-asset providers is an essential element of suchsupervision.
Hence crypto-asset service providers should have their place of effective management in theEU, and at least one of the directors should be resident in the EU. The place of effective
management means the place where the key management and commercial decisions that arenecessary for the conduct of business are taken.

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(51) This Regulation should not affect the possibility for persons established in the Union toreceive crypto-asset services by a third-country firm at their own initiative. Where a thirdcountry firm provides crypto-asset services at the own initiative of a person established in theUnion, the crypto-asset services should not be deemed as provided in the Union. Where athird-country firm solicits clients or potential clients in the Union or promotes or advertises
crypto-asset services or activities in the Union, it should not be deemed as a crypto-asset
service provided at the own initiative of the client. In such a case, the third-country firmshould be authorised as a crypto-asset service provider.
(52) Given the relatively small scale of crypto-asset service providers to date, the power toauthorise and supervise such service providers should be conferred to national competentauthorities. The authorisation should be granted, refused or withdrawn by the competentauthority of the Member State where the entity has its registered office. Such an authorisation
should indicate the crypto-asset services for which the crypto-asset service provider isauthorised and should be valid for the entire Union.
(53) [deleted](53a) In order to ensure continued protection of EU financial system against money laundering andterrorist financing risks, it is necessary to ensure CASPs authorised in the EU will apply
increased checks on financial operations involving customers and financial institutions fromthird countries listed as a high-risk third country, that have strategic deficiencies in theirregime on anti-money laundering and counter terrorist financing, in accordance with Article 9
of Directive (EU) 2015/849 of the European Parliament and of the Council.

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(54) Some firms subject to Union legislation on financial services should be allowed to provide allor some crypto-asset services without an authorisation as a crypto-asset service provider
under this Regulation, if they notify their respective competent authorities with certain
information before providing those services for the first time. In such cases, those firms
should be considered as crypto-asset service providers and the relevant administrative powers
provided in this Regulation, including the power to suspend or prohibit certain crypto-asset
services, apply with respect to them They should be subject to all requirements on cryptoasset service providers under this Regulation with the exception of authorisation
requirements, own funds requirements and the approval procedure regarding qualifying
shareholders, as these matters are covered by the respective acts under which they wereauthorised.
The notification procedure for credit institutions intending to provide crypto-asset services
under this Regulation is without prejudice to the national provisions transposing Directive
2013/36/EU that set out procedures for authorisation of credit institutions to provide theservices listed in Annex I of Directive 2013/36/EU.
(55) In order to ensure consumer protection, market integrity and financial stability, crypto-asset
service providers should always act honestly, fairly and professionally in the best interest of
their clients. Crypto-asset services should be considered ‘financial services’ as defined in
Directive 2002/65/EC13 of the European Parliament and of the Council, in case the criteria ofthat Directive are met. Where marketed at distance, the contracts between crypto-asset service
providers and consumers should be subject to that Directive as well, unless this Regulation
expressly states otherwise. Crypto-asset service providers should provide their clients withclear, fair and not misleading information and warn them about the risks associated withcrypto-assets. Crypto-asset service providers should make their pricing policies public, should
establish a complaint handling procedure and should have a robust policy to identify, prevent,manage and disclose conflicts of interest.

13

Directive 2002/65/EC of the European Parliament and of the Council of 23 September 2002 concerning the
distance marketing of consumer financial services and amending Council Directive 90/619/EEC and Directives
97/7/EC and 98/27/EC (OJ L 271, 9.10.2002, p. 16).

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(56) To ensure consumer protection, crypto-asset service providers should comply with someprudential requirements. Those prudential requirements should be set as a fixed amount or inproportion to their fixed overheads of the preceding year, depending on the types of services
they provide.
(57) Crypto-asset service providers should be subject to strong organisational requirements. The
members of the management body of crypto-asset service providers and their shareholders or
members, whether direct or indirect, natural or legal persons, that have qualifying holdings incrypto-asset service providers should have good repute and be fit and proper, including for the
purpose of anti-money laundering and combatting the financing of terrorism. In addition,
where the influence exercised by the persons holding qualifying shareholdings in crypto-asset
service providers is likely to be prejudicial to the sound and prudent management of thecrypto-asset service provider, taking into account among others their previous activities, riskof engaging in illicit activities or influence or control by a government of a third country,
competent authorities should have the power to put an end to that situation.
Crypto-asset service providers should employ management and staff with adequate skills,
knowledge and expertise and should take all reasonable steps to perform their functions,
including through the preparation of a business continuity plan. They should have soundinternal control and risk assessment mechanisms as well as adequate systems and procedures
to ensure integrity and confidentiality of information received. Crypto-asset service providers
should have appropriate arrangements to keep records of all transactions, orders and services
related to crypto-assets that they provide. They should also have systems in place to detect
potential market abuse committed by clients.

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(58) In order to ensure protection of their clients, crypto-asset service providers should haveadequate arrangements to safeguard the ownership rights of clients’ holdings of crypto-assets.
Where their business model requires them to hold funds as defined in Article 4, point (25), of
Directive (EU) 2015/2366 of the European Parliament and of the Council in the form ofbanknotes, coins, scriptural money or electronic money belonging to their clients, crypto-asset
service providers should place such funds with a credit institution or a central bank, where an
account with the central bank is available. Crypto-assets service providers should be
authorised to make payment transactions in connection with the crypto-asset services they
offer, only where they are authorised as payment institutions in accordance with Directive(EU) 2015/2366.
(59) Depending on the services they provide and due to the specific risks raised by each type ofservices, crypto-asset service providers should be subject to requirements specific to thoseservices. Crypto-asset service providers providing the service of custody and administrationof crypto-assets on behalf of third parties should have a contractual relation with their clientswith mandatory contractual provisions and should establish and implement a custody policythat must be made available to clients on their request in an electronic format. Such agreement
should inter alia specify the nature of the service provided, which may include holding of thecrypto-assets or the means of access to such crypto-assets, in which case the client might keep
control over the crypto-assets in custody, or the crypto-assets or the means of access to such
crypto-assets may be transferred in full control of the service provider. Crypto-asset service
providers offering custody and administration of crypto-assets are not allowed to actively use
the customers' crypto-assets on their own account. The service providers have to ensure that
all held crypto-assets are always unencumbered. Those crypto-asset service providers should
also be held liable for any damages resulting from an ICT-related incident, including an
incident resulting from a cyber-attack, theft or any malfunctions.
Hardware or software providers of non-custodial wallets do not fall within the scope of thisRegulation.

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(60) To ensure an orderly functioning of crypto-asset markets, crypto-asset service providers
operating a trading platform for crypto-assets should have detailed operating rules, should
ensure that their systems and procedures are sufficiently resilient, should be subject to pretrade and post-trade transparency requirements adapted to the crypto-asset market and set
transparent and non-discriminatory rules, based on objective criteria, governing access to its
platform. Crypto-asset service providers should ensure that the trades executed on theirtrading platform for crypto-assets are settled timely. Crypto-asset service providers operatinga trading platform for crypto-assets should also have a transparent fee structure for theservices provided to avoid the placing of orders that could contribute to market abuse ordisorderly trading conditions.
Crypto-asset service providers operating a trading platform for crypto-assets should have thepossibility to settle transactions on and off chain and should aim at ensuring a timely
settlement. The settlement of transactions shall be initiated within 24 hours. In the case of offchain settlement, the settlement should be initiated on the same business day while in the caseof on-chain settlement, the settlement may take longer as it is not controlled by the cryptoasset service providers operating the trading platform.
(61) To ensure consumer protection, crypto-asset service providers that exchange crypto-assets
against funds or crypto-assets by using their own capital should establish a non-discriminatory
commercial policy. They should publish either firm quotes or the method they are using for
determining the price of crypto-assets they wish to buy or sell and they should publish any
limits they wish to establish to the amount to be exchanged. They should also be subject topost-trade transparency requirements.

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(61a) Crypto-asset service providers that execute orders for crypto-assets on behalf of third parties
should establish an execution policy and should always aim at obtaining the best result
possible for their clients, including when they act as the clients counterparty. They shouldtake all necessary steps to avoid the misuse of information related to clients’ orders by theiremployees. Crypto-assets service providers that receive orders and transmit those orders toother crypto-asset service providers should implement procedures for the prompt and proper
sending of those orders. Crypto-assets service providers should not receive any monetary or
non-monetary benefits for transmitting those orders to any particular trading platform for
crypto-assets or any other crypto-asset service providers. They should monitor theeffectiveness of their order execution arrangements and execution policy, assessing whether
the execution venues included in the order execution policy provide for the best possible
result for the client or whether they need to make changes to their execution arrangements,and should notify clients with whom they have an ongoing client relationship of any materialchanges to their order execution arrangements or execution policy.
(61b) When a crypto-asset service provider that is authorised to execute orders for crypto-assets onbehalf of third parties is the client counterparty, there may be similarities with the services of
exchange of crypto-assets against funds or exchange of crypto-assets against other cryptoassets. However, in the services of exchange of crypto-assets against funds or exchange of
crypto-assets against other crypto-assets the price for exchanging crypto-assets against funds
or other crypto-assets is freely determined by the crypto-asset service provider as a currency
exchange. Yet in the service of execution of orders for crypto-assets on behalf of third parties
the crypto-asset service provider shall always ensure that it obtains the best possible result for
its client, including when it acts as client’s counterparty, in line with its best execution policy.
(61c) The exchange of crypto-assets for funds or exchange of crypto-assets for other crypto-assets
when made by the issuer or offeror is not a crypto-asset service.

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(62) Crypto-asset service providers that place crypto-assets for potential users should communicate
to those persons information on how they intend to perform their service before theconclusion of a contract.
To ensure protection of their clients, crypto-asset service providers that are authorised for
placing crypto-assets should have specific and adequate procedures in place to prevent,monitor, manage and disclose any conflicts of interest when they place the crypto-assets with
their own clients and when the proposed price for placing crypto-assets has been
overestimated or underestimated. The placing of crypto-assets on behalf of an offeror is notconsidered to be a separate offer.
(63) To ensure consumer protection, crypto-asset service providers that provide advice on cryptoassets, either at the request of a third party or at their own initiative, or portfolio managementof crypto-assets should make an assessment whether crypto-asset services or crypto-assets are
suitable for the clients, considering of their clients’ experience, knowledge, objectives andability to bear losses. Where the clients do not provide information to the crypto-asset service
providers on their experience, knowledge, objectives and ability to bear losses, or it is clearthat the crypto-assets are not suitable for the clients, they should not recommend such cryptoasset services or crypto-assets to the clients, or begin the provision of portfolio management
services.
When providing advice, crypto-asset service providers should establish a report, including an
updated information on suitability assessment and the advice given. When providing portfolio
management of crypto-assets, crypto-asset service providers should provide periodic
statements to their clients, which include a review of their activities, performance of theportfolio and an updated information on suitability assessment.
(63a) Some of the crypto-asset services may overlap with payment services, in particular custody
services, placing of crypto-assets and services from custodians associated to the transfer ofcrypto-assets.

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(63b) The tools provided by e-money issuers to their clients to manage an e-money token may not
be distinguishable from custody services as regulated by this Regulation. Electronic money
institutions should be able to provide custody services without prior authorisation under thisRegulation to provide crypto-asset services only in relation to the e-money tokens issued bythem.
(63c) The activity of traditional e-money distributors, distributing e-money on behalf of issuers
would amount to the activity of placing of crypto-assets in the context of this Regulation.
However, any natural or legal persons registered to distribute e-money under Directive
2009/110/EC, should also be able to distribute e-money tokens on behalf of issuers of emoney tokens without prior authorisation to provide crypto-asset services. Such distributors
are therefore exempted from the requirement to seek authorisation as a crypto-asset service
provider for the activity of placing of crypto-assets.
(63d) A provider of crypto-asset transfer services is the entity that provides for the transfer ofcrypto-assets from distributed ledger address to another on behalf of a third party. This does
not include the validators, nodes or miners that may be part of confirming a transaction andupdating the state of the underlying blockchain.
Many crypto-asset service providers also offer some kind of crypto-asset transfer service, forexample custody and administration of crypto-assets, exchange of crypto-assets for othercrypto-asset or funds or execution of orders.
Depending of the precise features the services associated to the transfer of e-money tokens,such services can amount to a payment service as defined in Directive (EU) 2015/2366. In
such case these transfers should be provided by an entity authorised to provide payment
services in accordance with Directive (EU) 2015/2366. EBA should draft guidelines on thoseservices, which should also help to better understand which of those services are consideredpayment services.

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(63e) This regulation does not address lending and borrowing in crypto-assets, including e-money
tokens, and therefore does not prejudice applicable national law. The feasibility and necessityof regulating such activities should be further assessed.
(64) It is important to ensure confidence in crypto-asset markets and market integrity. It istherefore necessary to lay down rules to deter market abuse for crypto-assets that are admitted
to trading on a trading platform for crypto-assets. However, as issuers of crypto-assets andcrypto-asset service providers are very often SMEs, it would be disproportionate to apply all
the provisions of Regulation (EU) No 596/201415 of the European Parliament and of theCouncil to them. It is therefore necessary to lay down specific rules prohibiting certain
behaviours that are likely to undermine users’ confidence in crypto-asset markets and theintegrity of crypto-asset markets, including insider dealings, unlawful disclosure of inside
information and market manipulation related to crypto-assets. These bespoke rules on market
abuse committed in relation to crypto-assets should be applied, where crypto-assets areadmitted to trading on a trading platform for crypto-assets.
(64a) Legal certainty for crypto-asset market participants should be enhanced through acharacterisation of two elements essential to the specification of inside information, namely
the precise nature of that information and the significance of its potential effect on the pricesof the crypto-assets. These elements should also be considered for the prevention of market
abuse in the context of the crypto-assets’ market and its functioning, taking into account, forinstance, the use of social media, the use of smart contracts for order executions and theconcentration of mining pools.

15

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market
abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 173, 12.6.2014, p. 1).

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(64b) Derivatives which are financial instruments under Directive 2014/65/EU, whose underlying
asset is a crypto-asset, are subject to Regulation (EU) No 596/2014 on market abuse when
traded in a regulated market, multilateral trading facility or organized trading facility. Cryptoassets in the scope of this Regulation, which are the underlying assets of those derivatives,
will be subject to the market abuse provisions of this Regulation.
(65) Competent authorities should be conferred with sufficient powers to supervise the issuance,
offer to the public and admission to trading of crypto-assets, including asset-referenced tokens
or e-money tokens, as well as crypto-asset service providers, including the power to suspend
or prohibit an issuance of crypto-assets or the provision of a crypto-asset service, and toinvestigate infringements of the rules on market abuse. The issuer of crypto-assets, other thanasset-referenced tokens or e-money tokens, is not subject to supervision within thisRegulation when it is not an offeror or a person seeking admission to trading. Competentauthorities should be able to suspend a public offer or admission to trading of crypto-assets,
when identifying difficulties in the classification of crypto-assets.
(65a) Competent authorities should also have the power to impose penalties on issuers, offerors or
persons seeking admission to trading of crypto-assets, including asset-referenced tokens or emoney tokens, and crypto-asset service providers. Competent authorities, when determining
the type and level of an administrative penalty or other administrative measures to be
imposed, shall take into account all relevant circumstances.
(65b) Given the cross-border nature of crypto-asset markets, competent authorities should cooperatewith each other to detect and deter any infringements of the legal framework governing
crypto-assets and markets for crypto-assets.
(65c) To facilitate transparency regarding crypto-assets and of crypto-asset service providers ESMA
should establish a register of crypto-assets white papers, issuers of asset-referenced tokens,issuers of e-money tokens, and of crypto-asset service providers.

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(66) Significant asset-referenced tokens can be used as a means of exchange and to make large
volumes of payment transactions. Since such large volumes can pose specific risks tomonetary sovereignty and monetary transmission channels, it is appropriate to assign to the
EBA the task of supervising the issuers of asset-referenced tokens, once such asset-referenced
tokens have been classified as significant. Such assignment is to be considered as addressing
the very specific nature of risks posed by asset-referenced tokens, and not as setting a
precedent for any other areas of financial services legislation.
(67) [merged with Recital 69](68) Competent authorities in charge of supervision under Directive 2009/110/EC should supervise
issuers of e-money tokens. However, given the potential widespread use of significant emoney tokens as a means of payment and the risks they can pose to financial stability, a dual
supervision by both competent authorities and the EBA of issuers of significant e-money
tokens is necessary. The EBA should supervise the compliance by issuers of significant emoney tokens with the specific additional requirements set out in this Regulation for
significant e-money tokens. Since the specific additional requirements apply only to e-money
institutions issuing significant e-money tokens, credit institutions issuing significant e-money
tokens, to which such requirements do not apply, will remain supervised by competentauthorities.
The dual supervision is to be considered as addressing the very specific risks arising from emoney tokens, and not as setting a precedent for any other areas of financial services
legislation.
(68a) Significant e-money tokens denominated in an official currency of the EU other than the euro,
which are used as a means of exchange and make large volumes of payment transactions,although unlikely to occur, can pose specific risks to the monetary sovereignty of the member
states whose currency they denominate. Where at least 80% of the number of holders and of
the volume of transactions of these significant e-money tokens are concentrated in the home
Member State of that currency, it is appropriate that the supervisory responsibilities are nottransferred to the EBA.

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(69) The EBA should establish a college of supervisors for issuers of significant asset-referenced
tokens and e-money tokens. Issuers of significant asset-referenced tokens and e-money tokens
are usually at the centre of a network of entities which ensure the issuance of such cryptoassets, their transfer and their distribution to holders of crypto-assets. The members of thecollege of supervisors for issuers of significant asset-referenced tokens and e-money tokens
should therefore include all the competent authorities of the relevant entities and crypto-asset
service providers that ensure, among others, the operation of trading platforms for cryptoassets where the significant asset-referenced tokens and e-money tokens are admitted to
trading and the crypto-asset service providers ensuring the custody and administration of thesignificant asset-referenced tokens and e-money tokens on behalf of holders. The college ofsupervisors for issuers of significant asset-referenced tokens and e-money tokens should
facilitate the cooperation and exchange of information among its members and should issue
non-binding opinions on changes in authorisation or supervisory measures concerning theissuers of significant asset-referenced tokens and e-money tokens.
(70) To supervise the issuers of significant asset-referenced tokens and e-money tokens, the EBA
should have the powers, among others, to carry out on-site inspections, take supervisory
measures and impose fines.
(71) The EBA should charge fees on issuers of significant asset-referenced tokens and issuers ofsignificant e-money tokens to cover its costs, including overheads. For issuers of significant
asset-referenced tokens, the fee should be proportionate to the size of their reserve of assets.
For issuers of significant e-money tokens, the fee should be proportionate to the amount offunds received in exchange for the significant e-money tokens.

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(72) The power to adopt acts in accordance with Article 290 of the Treaty on the Functioning of
the European Union (TFEU) should be delegated to the Commission in respect of adjusting
the content of the definitions set out in this Regulation to market and technologicaldevelopments, to specify some criteria to determine whether an asset-referenced token or an
e-money token should be classified as significant and to specify the type and amount of feesthat can be levied by EBA for the supervision of issuers of significant asset-referenced tokens
or significant e-money tokens.
It is of particular importance that the Commission carry out appropriate consultations during
its preparatory work, including at expert level, and that those consultations be conducted inaccordance with the principles laid down in the Interinstitutional Agreement of 13 April 2016
on Better Law-Making16. In particular, to ensure equal participation in the preparation ofdelegated acts, the European Parliament and the Council should receive all documents at thesame time as Member States' experts, and their experts systematically have access to meetingsof Commission expert groups dealing with the preparation of delegated acts.
(73) In order to promote the consistent application of this Regulation, including adequate
protection of holders of crypto-assets and clients of crypto-assets service providers, inparticular when they are consumers, across the Union, technical standards should be
developed. It would be efficient and appropriate to entrust the EBA and ESMA, as bodies
with highly specialised expertise, with the development of draft regulatory technical standards
which do not involve policy choices, for submission to the Commission.

16

OJ L 123, 12.5.2016, p. 1.

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(74) The Commission should be empowered to adopt regulatory technical standards developed by
the EBA and ESMA with regard to the procedure for approving crypto-asset white papers
produced by credit institutions when issuing asset-referenced tokens, the information to beprovided in an application for authorisation as an issuer of asset-referenced tokens, themethodology for the calculation of capital requirements for issuers of asset-referenced tokens,governance arrangements for issuers of asset-referenced tokens, the information necessary forthe assessment of a qualifying holdings in an asset-referenced token issuer’s capital, theprocedure of conflicts of interest established by issuers of asset-referenced tokens, the type of
assets which the issuers of asset-referenced token can invest in, the obligations imposed on
crypto-asset service providers ensuring the liquidity of asset-referenced tokens, the complainthandling procedure for issuers of asset-referenced tokens, the pre-trade and post-tradetransparency requirements on trading platforms, the functioning of the college of supervisors
for issuers of significant asset-referenced tokens and issuers of significant e-money tokens,the information necessary for the assessment of qualifying holdings in the crypto-asset service
provider’s capital, the exchange of information between competent authorities, the EBA and
ESMA under this Regulation and the cooperation between the competent authorities and third
countries. The Commission should adopt those regulatory technical standards by means ofdelegated acts pursuant to Article 290 TFEU and in accordance with Articles 10 to 14 ofRegulation (EU) No 1093/201017 of the European Parliament and of the Council andRegulation (EU) No 1095/201018 of the European Parliament and of the Council.

17

18

Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010
establishing a European Supervisory Authority (European Banking Authority), amending Decision No
716/2009/EC and repealing Commission Decision 2009/78/EC (OJ L 331, 15.12.2010, p. 12).
Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010
establishing a European Supervisory Authority (European Securities and Markets Authority), amending
Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ L 331, 15.12.2010, p. 84).

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(75) The Commission should be empowered to adopt implementing technical standards developedby the EBA and ESMA, with regard to machine readable formats for crypto-asset white
papers, the standard forms, templates and procedures for the application for authorisation as
an issuer of asset-referenced tokens, the standard forms and template for the exchange of
information between competent authorities and between competent authorities, the EBA and
ESMA. The Commission should adopt those implementing technical standards by means of
implementing acts pursuant to Article 291 TFEU and in accordance with Article 15 ofRegulation (EU) No 1093/2010 and Article 15 of Regulation (EU) No 1095/2010.
(76) Since the objectives of this Regulation, namely to address the fragmentation of the legal
framework applying to offerors of crypto-assets, persons seeking admission to trading of
crypto-assets issuers of asset-referenced tokens and e-money tokens and crypto-asset service
providers and to ensure the proper functioning of crypto-asset markets while ensuring
protection of holders of crypto-assets and clients of crypto-assets service providers, inparticular retail holders, market integrity and financial stability cannot be sufficiently
achieved by the Member States but can rather, be better achieved at Union level by creating aframework on which a larger cross-border market for crypto-assets and crypto-asset service
providers could develop, the Union may adopt measures, in accordance with the principle ofsubsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with theprinciple of proportionality as set out in that Article, this Regulation does not go beyond whatis necessary in order to achieve those objectives.

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(77) In order to avoid disrupting market participants that provide services and activities in relation
to crypto-assets, other than asset-referenced tokens and e-money tokens, that have been issued
before the entry into application of this Regulation, issuers of such crypto-assets should be
exempted from the obligation to publish a crypto-asset white paper and other applicablerequirements set in Title II. However, certain obligations will apply when such crypto-assets
were admitted to trading on a trading platform for crypto-assets before the date of applicationof this Regulation. In order to avoid disruption to existing market participants, transitional
provisions are necessary for issuers of asset referenced tokens that operated before the entry
into application of this Regulation.
(77a) Since the national regulatory frameworks applicable to crypto-asset service providers before
the entry into application of this Regulation differ among Member States, it is essential that
Member States that have not in place strong prudential requirements for crypto-asset service
providers that currently operate under their regulatory frameworks, have the possibility torequire such crypto-asset service providers to be subject to stricter requirements than thoseunder the national regulatory frameworks. In such a case, Member States might not apply or
might reduce the 18-month transitional period allowing crypto-asset service providers toprovide services on the basis of their national framework. Such an option for Member States
is not to be considered as setting a precedent in any other areas of financial services
legislation.
(78) Whistleblowers can bring new information to the attention of competent authorities whichhelps them in detecting infringements of this Regulation and imposing penalties. This
Regulation should therefore ensure that adequate arrangements are in place to enable
whistleblowers to alert competent authorities to actual or potential infringements of thisRegulation and to protect them from retaliation. This should be done by amending Directive(EU) 2019/193719 of the European Parliament and of the Council in order to make itapplicable to breaches of this Regulation.

19

Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protectionof persons who report breaches of Union law (OJ L 305, 26.11.2019, p. 17).

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(78b) Given that EBA should be mandated with the direct supervision of issuers of significant asset
referenced tokens and significant e-money tokens, and ESMA should be mandated to makeuse of its powers in relation to significant crypto-asset service providers, it is necessary toensure that EBA and ESMA may exercise all their powers and tasks in order to fulfil theirobjectives to protect the public interest by contributing to the short-, medium- and long-term
stability and effectiveness of the financial system, for the Union economy, its citizens andbusinesses and that issuers of crypto-assets and crypto-asset service providers are covered byRegulations (EU) No 1093/2010 of the European Parliament and of the Council20 andRegulation (EU) No 1095/2010 of the European Parliament and of the Council21. Those
Regulations should therefore be amended accordingly.
(79) The date of application of this Regulation should be deferred in order to allow for the
adoption of regulatory technical standards, implementing technical standards and delegatedacts that are necessary to specify certain elements of this Regulation.
(80) The issuing, offering, or seeking admission to trading of crypto-assets and the provision of
crypto-asset services could involve the processing of personal data. Any processing of
personal data under this Regulation should be carried out in accordance with applicable Union
law on the protection of personal data. This Regulation is without prejudice to the rights andobligations under Regulations (EU) 2016/67922 and (EU) 2018/172523.

20

21

22

23

Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010
establishing a European Supervisory Authority (European Banking Authority), amending Decision
No 716/2009/EC and repealing Commission Decision 2009/78/EC (OJ L 331, 15.12.2010, p. 12).
Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010
establishing a European Supervisory Authority (European Securities and Markets Authority), amending
Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ L 331, 15.12.2010, p. 84).
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protectionof natural persons with regard to the processing of personal data and on the free movement of such data, andrepealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1).
Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on theprotection of natural persons with regard to the processing of personal data by the Union institutions, bodies,
offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 andDecision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39).

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HAVE ADOPTED THIS REGULATION:

TITLE I
Subject Matter, Scope and Definitions

Article 1
Subject matter
This Regulation lays down uniform requirements for the offering and placing on the market of
crypto-assets other than asset-referenced tokens and e-money tokens, asset-referenced tokens and emoney tokens, and requirements for crypto-asset service providers. In particular, this Regulationlays down the following:(a)transparency and disclosure requirements for the issuance, offering to the public and theadmission to trading of crypto-assets on a trading platform for crypto-assets;(b)

the authorisation and supervision of crypto-asset service providers, issuers of assetreferenced tokens and issuers of electronic money tokens;(c)the operation, organisation and governance of issuers of asset-referenced tokens, issuers ofelectronic money tokens and crypto-asset service providers;(d)protection of holders of crypto-assets in the issuance, offering to the public and admission
to trading;(da)protection of clients of crypto-assets service providers;(e)measures to prevent insider dealing, unlawful disclosure of inside information and market
manipulation related to crypto-assets, in order to ensure the integrity of crypto-asset
markets.

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Article 2
Scope
1.

This Regulation applies to natural and legal persons and other undertakings that are engaged
in the issuance, offer to the public and admission to trading of crypto-assets or that provide
services related to crypto-assets in the Union.

2.

This Regulation does not apply to the following entities and persons:(a)persons who provide crypto-asset services exclusively for their parent companies, fortheir subsidiaries or for other subsidiaries of their parent companies;(b)a liquidator or an administrator acting in the course of an insolvency procedure, except
for the purpose of Article 42;(c)

the European Central Bank, national central banks of the Member States when acting intheir capacity as monetary authority or other public authorities of the Member States;

2a.

(d)

the European Investment Bank including its subsidiaries;(e)the European Financial Stability Facility and the European Stability Mechanism;(f)public international organisations.

This Regulation does not apply to crypto-assets that are unique and not fungible with othercrypto-assets.

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3.

This Regulation does not apply to crypto-assets that qualify as one or more of the following:(a)financial instruments as defined in Article 4(1), point (15), of Directive 2014/65/EU;(b)[deleted](c)deposits as defined in Article 2(1), point (3), of Directive 2014/49/EU of the European
Parliament and of the Council, including structured deposits as defined in Article 4(1),point (43), of Directive 2014/65/EU;(ca) funds, as defined in Article 4 (25) of Directive 2015/2366/EU, other than e-money
tokens;(d)[deleted](e)securitisation positions in the context of a securitisation as defined in Article 2, point(1), of Regulation (EU) 2017/2402 of the European Parliament and of the Council;(f)

non-life or life insurance products falling within the classes of insurance listed in
Annexes I and II to Directive 2009/138/EC26 or reinsurance and retrocession contracts
pursuant to the reinsurance or retrocession activities referred to in that Directive;(g)pension products that, under national law, are recognised as having the primary purposeof providing the investor with an income in retirement and that entitle the investor tocertain benefits;

26

Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up
and pursuit of the business of Insurance and Reinsurance (Solvency II) (OJ L 335, 17.12.2009, p. 1).

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(h)

officially recognised occupational pension schemes within the scope of Directive (EU)2016/234127 or Directive 2009/138/EC;(i)

individual pension products for which a financial contribution from the employer isrequired by national law and where the employer or the employee has no choice as tothe pension product or provider;(j)a pan-European Personal Pension Product as defined in Article 2, point (2), ofRegulation (EU) 2019/12381;(k)Social security schemes which are covered by Regulations (EC) No 883/200428 and(EC) No 987/200929 of the European Parliament and of the Council.

By [18 months after entry into force], ESMA shall issue guidelines on the conditions andcriteria for the qualification of crypto-assets as financial instruments.
4.

[deleted]

4a.

This regulation shall be without prejudice to Regulation (EC) 1024/2013.

5.

[deleted]

6.

[deleted]

27

28
29

Directive (EU) 2016/2341 of the European Parliament and of the Council of 14 December 2016 on theactivities and supervision of institutions for occupational retirement provision (IORPs) (OJ L 354, 23.12.2016,p.37).
Regulation (EC) No 883/2004 of the European Parliament and of the Council of 29 April 2004 on thecoordination of social security systems (OJ L 166, 30.4.2004, p. 1).
Regulation (EC) No 987/2009 of the European Parliament and of the Council of 16 September 2009 laying
down the procedure for implementing Regulation (EC) No 883/2004 on the coordination of social security
systems (OJ L 284, 30.10.2009, p. 1).

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Article 3
Definitions
1.

For the purposes of this Regulation, the following definitions apply:(1)‘distributed ledger technology’ or ‘DLT’ means distributed ledger technology as definedin [the DLT Pilot Regime Regulation];(1b) ‘distributed ledger’ means a distributed ledger as referred to [in the DLT Pilot Regime
Regulation](1c) a ‘consensus mechanism’ means a consensus mechanism as defined in [the DLT Pilot
Regime Regulation](2)‘crypto-asset’ means a digital representation of a value or a right which may betransferred and stored electronically, using distributed ledger technology or similar
technology;(3)‘asset-referenced token’ means a type of crypto-asset that is not an electronic money
token and that purports to maintain a stable value by referencing to any other value orright or a combination thereof, including one or more official currencies;(4)‘electronic money token’ or ‘e-money token’ means a type of crypto-asset that purports
to maintain a stable value by referencing to the value of one official currency;(3a) "Official currency" means an official currency of a country issued by a central bank orother monetary authority;(5)‘utility token’ means a type of crypto-asset which is only intended to provide access to agood or a service supplied by the issuer of that token.

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(6)

‘issuer of crypto-assets’ means the natural or legal person or other undertaking who
issues the crypto-assets;(7)‘offer to the public’ means 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 beoffered, so as to enable potential holders to decide whether to purchase those cryptoassets;(7a) ‘offeror’ means a natural or legal person, or other undertaking, or the issuer, which
offers crypto-assets to the public.
(7b) "funds" means funds as defined in Article 4, point (25), of Directive (EU) 2015/2366;(8)‘crypto-asset service provider’ means legal person or other undertaking whose
occupation or business is the provision of one or more crypto-asset services to third
parties on a professional basis, and are allowed to provide crypto-asset services inaccordance with Article 53;(9)‘crypto-asset service’ means any of the services and activities listed below relating to
any crypto-asset:(a)the custody and administration of crypto-assets on behalf of third parties;(b)

the operation of a trading platform for crypto-assets;(c)the exchange of crypto-assets for funds;(d)the exchange of crypto-assets for other crypto-assets;(e)

the execution of orders for crypto-assets on behalf of third parties;(f)

placing of crypto-assets;(fa) providing transfer services for crypto-assets on behalf of third parties;

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(g)

the reception and transmission of orders for crypto-assets on behalf of third
parties;(h)providing advice on crypto-assets;(hb) providing portfolio management on crypto-assets;(10) ‘the custody and administration of crypto-assets on behalf of third parties’ means
safekeeping or controlling, on behalf of third parties, crypto-assets or the means ofaccess to such crypto-assets, where applicable in the form of private cryptographic keys;(11) ‘the operation of a trading platform for crypto-assets’ means the management of one ormore multilateral systems, which brings together or facilitates the bringing together ofmultiple third-party buying and selling interests for crypto-assets – in the system and inaccordance with its rules - in a way that results in a contract, either by exchanging one
crypto-asset for another, or a crypto-asset for funds;(12) ‘the exchange of crypto-assets for funds’ means concluding purchase or sale contracts
concerning crypto-assets with third parties against funds by using proprietary capital;(13) ‘the exchange of crypto-assets for other crypto-assets’ means concluding purchase orsale contracts concerning crypto-assets with third parties against other crypto-assets byusing proprietary capital;(14) ‘the execution of orders for crypto-assets on behalf of third parties’ means concluding
agreements to buy or to sell one or more crypto-assets or to subscribe for one or more
crypto-assets on behalf of third parties and includes the conclusion of agreements to sell
crypto-assets at the moment of their issuance;

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(15) ‘placing of crypto-assets’ means the marketing, on behalf of or for the account of theofferor or of a party related to the offeror, of crypto-assets to purchasers;(16) ‘the reception and transmission of orders for crypto-assets on behalf of third parties’means the reception from a person of an order to buy or to sell one or more cryptoassets or to subscribe for one or more crypto-assets and the transmission of that order toa third party for execution;(17) ‘providing advice on crypto-assets’ means offering, giving or agreeing to give
personalised recommendations to a third party, either at the third party’s request or on
the initiative of the crypto-asset service provider providing the advice, in respect of one
or more transactions relating to crypto-assets, or the use of crypto-asset services;(17a) ‘providing portfolio management on crypto-assets’ means managing portfolios inaccordance with mandates given by clients on a discretionary client-by-client basis
where such portfolios include one or more crypto-assets;(17b) ‘providing transfer services for crypto-assets on behalf of third parties’ means totransfer, on behalf of a natural or legal person, crypto-assets from one distributed ledger
address or account to another;(18) ‘management body’ means the body or bodies of an issuer, offeror or person seeking
admission to trading of crypto-assets, or of a crypto-asset service provider, which areappointed in accordance with national law, and which are empowered to set the entity’s
strategy, objectives, the overall direction and which oversees and monitors management
decision-making and which includes persons who effectively direct the business of theentity;(19) ‘credit institution’ means a credit institution authorised under Directive 2013/36/EU;(19a) ‘investment firm’ means an investment firm authorised under Directive 2014/65/EU;

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(20) ‘qualified investors’ means persons or entities that are listed in points (1) to (4) of
Section I of Annex II of Directive 2014/65/EU;(20a) ‘close links’ means close links as defined in [MiFID];(21) ‘reserve of assets’ means the basket of assets securing the claim towards the issuer of anasset-referenced token;(21a) ‘reserve assets’ means the assets that constitute the reserve of assets;(22) ‘home Member State’ means:(a)where the offeror or person seeking admission to trading of crypto-assets, otherthan asset-referenced tokens or electronic money tokens, has its registered officein the Union, the Member State where the offeror or person seeking admission to
trading of crypto-assets has its registered office;(b)where the offeror or person seeking admission to trading of crypto-assets, otherthan asset-referenced tokens or electronic money tokens, has no registered officein the Union but has one or more branches in the Union, the Member State chosen
by the offeror or person seeking admission to trading among those Member States
where the offeror or person seeking admission to trading has branches;(c)where the offeror or person seeking admission to trading of crypto-assets, otherthan asset-referenced tokens or electronic money tokens, is established in a third
country and has no branch in the Union, at the choice of that offeror or person
seeking admission to trading, either the Member State where the crypto-assets areintended to be offered to the public for the first time or the Member State where
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(d)

for issuer of asset-referenced tokens, the Member State where the issuer of assetreferenced tokens has its registered office;(e)

for issuers of electronic money tokens, the Member States where the issuer ofelectronic money tokens is authorised as a credit institution under Directive
2013/36/EU or as a e-money institution under Directive 2009/110/EC;(f)

for crypto-asset service providers, the Member State where the crypto-asset
service provider has its registered office;(23) ‘host Member State’ means the Member State where an offeror or person seeking
admission to trading of crypto-assets has made an offer of crypto-assets to the public or
is seeking admission to trading on a trading platform for crypto-assets, or where cryptoasset service provider provides crypto-asset services, when different from the home
Member State;(24) ‘competent authority’ means:(a)the authority or authorities, designated by each Member State in accordance with
Article 81 for offerors or 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;(b)the authority, designated by each Member State, for the application of Directive
2009/110/EC for issuers of e-money tokens;(25) [deleted]13198/22

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(26) ‘qualifying holding’ means any direct or indirect holding in an issuer of asset-referenced
tokens or in a crypto-asset service provider which represents at least 10% of the capitalor the voting rights, as set out in Articles 9 and 10 of Directive 2004/109/EC32 of theEuropean Parliament and of the Council, taking into account the conditions regarding
aggregation thereof laid down in paragraphs 4 and 5 of Article 12 of that Directive, or
which makes it possible to exercise a significant influence over the management of theissuer of asset-referenced tokens or in a crypto-asset service provider in which thatholding subsists;(27) ‘inside information’ means any information of a precise nature that has not been madepublic, relating, directly or indirectly, to one or more issuers, offerors or a person
seeking admission to trading of crypto-assets or to one or more crypto-assets, andwhich, if it was made public, would be likely to have a significant effect on the prices of
those crypto-assets or on the price of a related crypto-assets;(28) ‘retail holder’ means any natural person who is acting for purposes which are outside
his trade, business, craft or profession;(28a) ‘online interface’ means any software, including a website, part of a website or an
application, that is operated by or on behalf of an offeror or crypto-asset service
provider, and which serves to give holders of crypto-assets and clients of crypto-asset
service providers access to their crypto-assets or services;(28c) ‘client’ means any natural or legal person to whom a crypto-asset service provider
provides crypto-asset services;(28d) ‘matched principal trading’ means matched principal trading as defined in [MiFID]

32

Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on theharmonisation of transparency requirements in relation to information about issuers whose securities areadmitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38).

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2.

The Commission is empowered to adopt delegated acts in accordance with Article 121 tosupplement this Regulation by further specifying technical elements of the definitions laid
down in paragraph 1, and to adjust those definitions to market developments andtechnological developments.

TITLE II
Crypto-Assets, other than asset-referenced tokens or e-money tokens

Article 4
Offers of crypto-assets, other than asset-referenced tokens or e-money tokens, to the public1.

No person shall offer crypto-assets, other than asset-referenced tokens or e-money tokens, tothe public in the Union unless that person:(a)

is a legal person;(b)

has drafted a crypto-asset white paper in respect of those crypto-assets in accordancewith Article 5;(c)has notified that crypto-asset white paper in accordance with Article 7;(d)has published the crypto-asset white paper in accordance with Article 8;(da) where applicable, has drafted marketing communications in respect of those cryptoassets in accordance with Article 6;(db) where applicable, has published the marketing communications in accordance with
Article 8;(e)complies with the requirements laid down in Article 13.

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2.

Title II shall not apply to the offers to the public where:(a)the crypto-assets are offered for free;(b)

the crypto-assets are automatically created as a reward for the maintenance of the DLTor the validation of transactions;(c)[deleted](ca) the offer concerns a utility token of a good or service which exist or is in operation;(cb) the holder of the crypto-assets has only the right to use them in exchange for goods andservices in a limited network of merchants with contractual arrangements with theofferor.
(d)[deleted](e)[deleted](f)[deleted]

For the purpose of point (a), crypto-assets shall not be considered to be offered for free wherepurchasers are required to provide or to undertake to provide personal data to the offeror in
exchange for those crypto-assets, or where the offeror of those crypto-assets receives from thepotential holders of those crypto-assets any third party fees, commissions, monetary benefits
or non-monetary benefits in exchange for those crypto-assets.
For offers referred to in point (cb) of the first subparagraph for which over each period of 12months, starting with the beginning of the initial offer, the total consideration of the offer orthe offers to the public of crypto-assets in the Union exceeds EUR 1 000 000, the offeror shallsend a notification to the competent authority containing a description of the offer, specifying
why the offer is exempted in accordance with point (cb).

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On the basis of that notification, the competent authority shall take a duly motivated decision
where it considers that the activity does not qualify under the exemption provided in point(cb) of the first subparagraph as a limited network and inform the offeror accordingly.
2a.

An authorisation pursuant to Article 53 is not required regarding the custody, administrationand transfer of crypto-assets covered by the situations listed in paragraph 2 points (a) to (cb),unless:2b.

(a)there exist at least another offer which would not benefit from the exemption or(b)

the crypto asset is admitted to a trading platform.

Paragraph 1, points (b) to (d) and (db) shall not apply to any of the following types of offersof crypto-assets to the public:(a)an offer to fewer than 150 natural or legal persons per Member State where such
persons are acting on their own account;(b)

over a period of 12 months, starting with the beginning of the offer, the total
consideration of an offer to the public of crypto-assets in the Union does not exceed
EUR 1 000 000, or the equivalent amount in another currency or in crypto-assets;(c)an offer of crypto-assets solely addressed to qualified investors and the crypto-assets
can only be held by such qualified investors.

2c.

The exemptions referred to in paragraph 2 and 2b shall not apply if the offeror or anotherperson on his behalf communicates its intention of seeking admission to trading in any
communication.

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3.

Where the offer to the public of crypto-assets, other than asset-referenced tokens or e-money
tokens, concerns utility tokens for goods and services that are not yet in operation or which do
not exist, the duration of the public offer as described in the crypto-asset white paper shall not
exceed 12 months from the publication of the crypto-asset white paper.

3a.

Any subsequent offer to the public of crypto-asset shall be considered as a separate offer andthe requirements from paragraph 1 shall apply, without prejudice to the possible applicationof paragraphs 2 and 2b to the subsequent offer.
No additional crypto-asset white paper shall be required in any subsequent offer of cryptoassets as long as a crypto-asset white paper has been published in accordance with Articles 8and Article 11, and the person responsible for drawing up such white paper consents to its use
by means of a written agreement.

3c.

Where the offer of crypto-assets to the public is exempted from the obligation to publish acrypto-assets white paper in accordance with paragraphs 2 and 2b, the offeror may voluntarily
draw up a white paper in accordance with this Regulation.
Following the notification of the crypto-asset white paper in accordance with Article 7, theofferor shall be subject to all the rights and obligations provided under this Title and no
derogations shall apply.

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Article 4a
Admission of crypto-assets, other than asset-referenced tokens or e-money tokens, to trading on a
trading platform for crypto-assets
1.

No person shall, within the Union, ask for admission of a crypto-asset, other than assetreferenced tokens or e-money tokens, to trading on a trading platform for crypto-assets, unlessthat person:(a)

is a legal person(b)has drafted a crypto-asset white paper in respect of those crypto-assets in accordancewith Article 5;(c)has notified that crypto-asset white paper in accordance with Article 7;(d)has published the crypto-asset white paper in accordance with Article 8;(da) where applicable, has drafted marketing communications in respect of those cryptoassets in accordance with Article 6;(db) where applicable, has published the marketing communications in accordance with
Article 8;(e)1a.

complies with the requirements laid down in Article13.
The operator of the trading platform for crypto-assets shall comply with paragraph 1, when
the crypto-assets are admitted to trading on its platform for crypto-assets on the operator’s
own initiative and the white paper has not been published in accordance with Article 8 in
the cases required by this Regulation.

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1b

A person seeking admission of a crypto-asset to trading on a trading platform for cryptoassets and the respective operator of that platform may conclude a written agreement
providing that the operator of the trading platform shall comply with all or part of therequirements of points b) to e) of paragraph 1.
The agreement referred to in the previous subparagraph shall clearly state that the person
seeking admission to trading must provide to the operator of the trading platform all thenecessary information to enable the operator to comply with points b) to e) of paragraph 1, asapplicable.

4.

Paragraph 1, points (b) to (d) as regards the crypto-asset white paper shall not apply:(a)[deleted](b)

where the crypto-assets are already admitted to trading on another trading platform for
crypto-assets in the Union;(c)a crypto-asset white paper is available in accordance with Article 5, updated inaccordance with Article 11, and the person responsible for drawing up such white paper
consents to its use by means of a written agreement.

Article 5Content and form of the crypto-asset white paper1.

A crypto-asset white paper shall contain all the following information, as specified in Annex
I:(0a) information about the offeror or the person seeking admission to trading;(0b) information about the issuer, if different from the offeror or person seeking admission to
trading;13198/22

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(0c) information about the operator of the trading platform when it prepares the white paper;(ca) if different from the persons referred to under 0a-0c, the identity of the person which
prepared the crypto-asset white paper and the reason why that person prepared thecrypto-asset white paper;(a)information about the crypto-asset project,(c)

information about the offer to the public of crypto-assets or their admission to trading
on a trading platform for crypto-assets;(d)information on the rights and obligations attached to the crypto-assets;(b)

information about the crypto-assets;(e)

information on the underlying technology;(f)information on risks;(g)

information on principal adverse environmental and climate related impact of theconsensus mechanism used to issue the crypto-asset.

2.

All information referred to in paragraph 1 shall be fair, clear and not misleading. The cryptoasset white paper shall not contain material omissions and shall be presented in a concise andcomprehensible form.

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3.

The crypto-asset white paper shall contain the following clear and prominent statement on thefirst 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-assets is solely
responsible for the content of this crypto-asset white paper".
Where the crypto-asset white paper is prepared by the person seeking admission to trading orby an operator of a trading platform a reference to its name should be included in thestatement instead of "offeror".

4.

The crypto-asset white paper shall not contain any assertions on the future value of the cryptoassets, other than the statement referred to in paragraph 5.

5.

The crypto-asset white paper shall contain a clear and unambiguous statement that:(a)the crypto-assets may lose their value in part or in full;(b)

the crypto-assets may not always be transferable;(c)the crypto-assets may not be liquid;(d)where the offer to the public concerns utility tokens, that such utility tokens may not be
exchangeable against the good or service promised in the crypto-asset white paper,especially in case of failure or discontinuation of the project;(e)where applicable, a clear risk warning that the crypto-assets are not covered by theinvestor compensation schemes in accordance with, Directive 97/9/EC of the European
Parliament and of the Council;(ea) a clear risk warning that the crypto-assets are not covered by the deposit guarantee
schemes established in accordance with Directive 2014/49/EU of the European
Parliament and of the Council.

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6.

The crypto-asset white paper shall contain a statement from the management body of theofferor, person seeking admission to trading of the crypto-assets or an operator of a trading
platform. That statement, which shall be placed after the statement referred in paragraph 3,
shall confirm that the crypto-asset white paper complies with the requirements of this Title
and that, to the best knowledge of the management body, the information presented in thecrypto-asset white paper is in accordance with the facts and that the crypto-asset white paper
makes no omission likely to affect its import.

7.

The crypto-asset white paper shall contain a summary, placed 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-assets or about the intended admission of crypto-assets totrading on a trading platform for crypto-assets, and in particular about the characteristics ofthe crypto-assets concerned. The summary shall be presented and laid out in easily
understandable words and in a clear and comprehensive form, using characters of readable
size. The format and content of the summary of the crypto-asset white paper shall provide, in
conjunction with the crypto-asset white paper, appropriate information about thecharacteristics of the crypto-assets concerned in order to help potential holders of the cryptoassets to make an informed decision. The summary shall contain a warning that:(a)it should be read as an introduction to the crypto-asset white paper;(b)

the potential holder should base any decision to purchase a crypto-asset on the content
of the whole crypto-asset white paper;

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(c)

the offer to the public of crypto-assets does not constitute an offer or solicitation topurchase financial instruments and that any such offer or solicitation to purchasefinancial instruments can be made only by means of a prospectus or other offering
documents pursuant to national laws;(d)the crypto-asset white paper does not constitute a prospectus as referred to in Regulation(EU) 2017/112933 or another offering document pursuant to Union legislation or
national laws.

8.

Every crypto-asset white paper shall contain the date of the notification.

8a.

Every crypto-asset white paper shall contain a table of content.

9.

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.
If the crypto-asset is offered in another Member State, the crypto-asset white paper shall bedrawn up in an official language of the host Member State, or in a language customary in thesphere of international finance.

10.

The crypto-asset white paper shall be made available in machine readable formats.

11.

ESMA, in cooperation with EBA, shall develop draft implementing technical standards toestablish standard forms, formats and templates for the purposes of paragraph 10.
ESMA shall submit those draft implementing technical standards to the Commission by[please insert date 12 months after entry into force].
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.

33

Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus
to be published when securities are offered to the public or admitted to trading on a regulated market, andrepealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).

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11a. ESMA, in cooperation with EBA, shall develop draft regulatory technical standards inaccordance with Article 10-14 of Regulation (EU) No 1095/2010 on the content,
methodologies and presentation of information referred to in letter (g) of paragraph 1 of this
Article in respect of the sustainability indicators in relation to adverse impacts on the climate
and other environment‐ related adverse impacts.
When developing the draft regulatory technical standards, ESMA shall consider the various
types of consensus mechanisms used to validate crypto-asset transactions, their incentive
structures and the use of energy, renewable energy and natural resources, the production ofwaste, and greenhouse gas emission ESMA shall update the regulatory technical standards inthe light of regulatory and technological developments.
ESMA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after the entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010

Article 6Marketing communications
1.

Any marketing communications relating to an offer to the public of crypto-assets, other thanasset-referenced tokens or e-money tokens, or to the admission of such crypto-assets totrading on a trading platform for crypto-assets, shall comply with all of the following:(a)the marketing communications shall be clearly identifiable as such;(b)

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(c)

the information in the marketing communications shall be consistent with theinformation in the crypto-asset white paper, where such a crypto-asset white paper isrequired in accordance with Article 4 or 4a;(d)the marketing communications shall clearly state that a crypto-asset white paper has
been published and indicate the address of the website of the offeror, the person seeking
admission to trading, or the operator of a trading platform of the crypto-assets
concerned, as well as a contact telephone number and an email address of those persons;(e)marketing communications shall contain the following clear and prominent statement:"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 thecrypto-assets is solely responsible for the content of this crypto-asset marketing
communications".
Where the marketing communication is prepared by the person seeking admission to
trading or the operator of a trading platform, a reference to its name should be includedin the statement instead of "offeror".

Prior to the publication of the white paper no marketing communications can be disseminated,
where such a crypto-asset white paper is required in accordance with Article 4 or 4a. Such
restriction does not affect the ability of the offeror, the person seeking admission to trading, or theoperator of a trading platform, to conduct market soundings.

The competent authority of the Member State where the marketing communications are
disseminated shall have the power to exercise control over the compliance of marketing
communications, relating to an offer of crypto-assets to the public or an admission to trading on a
trading platform for crypto-assets, with paragraphs 1 and 2.

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Where necessary, the competent authority of the home Member State shall assist the competentauthority of the Member State where the marketing communications are disseminated withassessing the consistency of the advertisements with the information in the white paper.

The use of any of the supervisory and investigatory powers set out in Article 82 in relation to theenforcement of this Article by the competent authority of a host Member State shall be
communicated without undue delay to the competent authority of the home Member State of theofferor, the person seeking admission to trading, or the operator of the trading platform of a cryptoasset.

Article 7
Notification of the crypto-asset white paper, and, where applicable, of the marketing
communications
1.

Competent authorities shall not require an ex ante approval of a crypto-asset white paper, norof any marketing communications relating to it before their publication.

2.

Offerors, persons seeking admission to trading, or operators of trading platforms of cryptoassets, other than asset-referenced tokens or e-money tokens, shall notify their crypto-asset
white paper, to the competent authority of their home Member State.

2a.

The marketing communications shall be notified, upon request, to the competent authority of
the home Member State and to the competent authority of the host Member States, whenaddressing potential holders in that Member State.

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3.

The notification of the crypto-asset white paper shall be accompanied by an explanation of
why the crypto-asset described in the crypto-asset white paper is not to be considered:(a)a crypto-asset excluded from the scope of this Regulation in accordance with Article
2(3);

3a.

(b)

an electronic money token as defined in Article 3(1), point (4) of this Regulation;(c)[deleted](d)[deleted](e)an asset-referenced token as defined in Article 3(1), point (3) of this Regulation.

The elements referred in paragraphs 2 and 3 shall be notified to the competent authority of thehome Member State at least 20 working days before the publication of the crypto-asset white
paper.

4.

Offerors and persons seeking admission to trading of crypto-assets, other than assetreferenced tokens or e-money tokens, shall, together with the notification referred to inparagraphs 2 and 3, provide the competent authority of their home Member State with a list of
host Member States, if any, where they intend to offer their crypto-assets to the public or
intend to seek admission to trading on a trading platform for crypto-assets. They shall also
inform the competent authority of their home Member State of the starting date of theintended offer to the public or intended admission to trading on a trading platform for cryptoassets and of any change to such dates.
The competent authority of the home Member State shall notify the single point of contact of
the host Member States of the intended offer to the public or the intended admission to trading
on a trading platform for crypto-assets and transfer the corresponding crypto-asset whitepaper
within 5 working days following the receipt of the list referred to in the first sub-paragraph.

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5.

The competent authority of the home Member State shall communicate to ESMA theinformation specified in paragraphs 2 and 3 as well as the starting date of the intended offer tothe public or intended admission to trading and of any change thereof. It shall communicate
such information within 5 working days after receiving it from the offeror or from the person
seeking admission to trading.
ESMA shall make the information referred to in Article 91a(2) available in the register on thestarting date of the offer to the public or admission to trading.

Article 8
Publication of the crypto-asset white paper, and, where applicable, of the marketing
communications
1.

Offerors and persons seeking admission to trading of crypto-assets, other than assetreferenced tokens or e-money tokens, shall publish their crypto-asset white paper, and, whereapplicable, their marketing communications, on their website, which shall be publicly
accessible, at a reasonable time in advance of, and by no later than the starting date of theoffer to the public of those crypto-assets or the admission of those crypto-assets to trading on
a trading platform for crypto-assets. The crypto-asset white paper, and, where applicable, themarketing communications, shall remain available on the website of the offeror or person
seeking admission trading for as long as the crypto-assets are held by the public.

2.

The published crypto-asset white paper, and, where applicable, the marketing
communications, shall be identical to the version notified to the relevant competent authority
in accordance with Article 7, or, where applicable, modified in accordance with Article 11.

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Article 9
Information on the result of the offer and safeguarding of funds and crypto-assets, other than assetreferenced tokens or e-money tokens, received during offers
1.

Offerors of crypto-assets, other than asset-referenced tokens or e-money tokens, that set atime limit on their offer to the public of those crypto-assets shall publish on their website theresult of the offer within 20 working days from the end of the subscription period.

1a.

Offerors of crypto-assets, other than asset-referenced tokens or e-money tokens, that do not
set a time limit on their offer to the public of those crypto-assets shall publish on their website
on an ongoing basis, at least monthly, the number of crypto-assets in circulation.

2.

Offerors of crypto-assets, other than asset-referenced tokens or e-money tokens, that set atime limit for their offer to the public of crypto-assets shall have effective arrangements inplace to monitor and safeguard the funds, or other crypto-assets, raised during such offer. For
that purpose, such offerors shall ensure that the funds or crypto-assets collected during theoffer to the public or during the withdrawal period are kept in custody by either of thefollowing:(a)a credit institution, where funds are raised during the offer to the public;(b)

a crypto-asset service provider providing custody and administration of crypto-assets onbehalf of third parties.

2a.

When the offer to the public has no time limit, the offeror shall comply with paragraph 2 until
the retail holder right to withdrawal set out in Article 12 has expired.

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Article 10
Rights of offerors and persons seeking admission to trading of crypto-assets, other than assetreferenced tokens or e-money tokens
1.

After publication of the crypto-asset white paper in accordance with Article 8, and, whereapplicable, Article 11, offerors may offer crypto-assets, other than asset-referenced tokens or
e-money tokens, throughout the Union and such crypto-assets may be admitted to trading on a
trading platform for crypto-assets in the Union.

2.

Offerors and persons seeking admission to trading of crypto-assets, other than assetreferenced tokens or e-money tokens, that have published a crypto-asset white paper inaccordance with Article 8, and where applicable Article 11, shall not be subject to any further
information requirements, with regard to the offer of those crypto-assets or the admission ofsuch crypto-assets to a trading platform for crypto-assets.

Article 11
Modification of published crypto-asset white papers and, where applicable, published marketing
communications after their publication
1.

Offerors, persons seeking admission to trading, or operators of a trading platform of cryptoassets, other than asset-referenced tokens or e-money tokens, shall modify their publishedcrypto-asset white paper, and, where applicable, published marketing communications, when
there has been a significant new factor, material mistake or material inaccuracy which iscapable of affecting the assessment of the crypto-assets.
This requirement applies for the duration of the offer or for as long as the crypto-asset isadmitted to trading.

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1a.

Offerors, persons seeking admission to trading, or operators of a trading platform of cryptoassets, other than asset-referenced tokens or e-money tokens, shall notify their modified
crypto-asset white papers, and where applicable, modified marketing communications and theintended publication date, to the competent authority of their home Member State, including
the reasons for such modification, at least seven working days before their publication.

2.

After the seven working days referred in paragraph 1a, or earlier if required by the competentauthority the offerors or the person seeking admission to trading shall immediately inform thepublic on its website of the notification of a modified crypto-asset white paper with thecompetent authority of its home Member State and shall provide a summary of the reasons forwhich it has notified a modified crypto-asset white paper.

3.

The order of the information in a modified crypto-asset white paper, and, where applicable, inmodified marketing communications, shall be consistent with that of the crypto-asset white
paper or marketing communications published in accordance with Article 8.

4.

[moved up]

5.

Within 5 working days of the receipt of the modified crypto-asset white paper, and, whereapplicable, the modified marketing communications, the competent authority of the home
Member State shall notify the modified crypto-asset white paper and, where applicable, themodified marketing communications to the competent authority of the host Member States
referred to in Article 7(4) and communicate the notification and the date of the publication to
ESMA.
ESMA shall make the modified crypto-asset white paper available in the register referred to in
Article 91a as soon as it is published.

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6.

Offerors, persons seeking admission to trading, or operators of trading platforms of cryptoassets, other than asset-referenced tokens or e-money tokens, shall publish the modified
crypto-asset white paper, and, where applicable, the modified marketing communications,
including the reasons for such modification, on their website in accordance with Article 8.

7.

The modified crypto-asset white paper, and, where applicable, the modified marketing
communications, shall be time-stamped. The latest modified crypto-asset white paper, and,
where applicable, the modified marketing communications, shall be marked as the applicableversion. All the modified crypto-asset white papers, and, where applicable, the modified
marketing communication, shall remain available for as long as the crypto-assets are held by
the public.

8.

Where the offer to the public concerns utility tokens, the changes made in the modified
crypto-asset white paper, and, where applicable, the modified marketing communications,shall not extend the time limit of 12 months referred to in Article 4(3).

8a.

The older versions of the crypto-asset white paper and the marketing communications shallremain publicly available on the website for at least 10 years after their publication, with aprominent warning stating that they are no longer valid and with the hyperlink to thededicated website sections where the final version is published.

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Article 12
Right of withdrawal
1.

Offeror of crypto-assets, other than asset-referenced tokens and e-money tokens, shall offer aright of withdrawal to any retail holder who buys such crypto-assets directly from the offeror
or from a crypto-asset service provider placing crypto-assets on behalf of that offeror.
Retail holders shall have a period of 14 calendar days to withdraw their agreement to purchasethose crypto-assets without incurring neither fees nor costs and without giving reasons. The
period of withdrawal shall begin from the day of the retail holders agreement to purchasethose crypto-assets.

2.

All payments received from a retail holder, including, if applicable, any charges, shall bereimbursed without undue delay and in any event not later than 14 days from the day on
which the offeror of crypto-assets or a crypto-asset service provider placing crypto-assets onbehalf of that offeror is informed of the retail holders’s decision to withdraw from theagreement.
The reimbursement shall be carried out using the same means of payment as the retail holder
used for the initial transaction, unless the retail holder has expressly agreed otherwise andprovided that the retail holder does not incur neither fees nor costs as a result of such
reimbursement.

3.

Offerors of crypto-assets shall provide information on the right of withdrawal referred to inparagraph 1 in their crypto-asset white paper.

4.

The right of withdrawal shall not apply where the crypto-assets have been admitted to trading
on a trading platform for crypto-assets prior to the purchase by the retail holder.

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5.

Where issuers of crypto-assets have set a time limit on their offer to the public of such cryptoassets in accordance with Article 9, the right of withdrawal shall not be exercised after the endof the subscription period.

Article 13
Obligations of offerors and persons seeking admission to trading of crypto-assets, other than assetreferenced tokens or e-money tokens
1.

Offerors and persons seeking admission to trading of crypto-assets, other than assetreferenced tokens or e-money tokens, shall:(a)act honestly, fairly and professionally;(b)communicate with the holders and potential holders of crypto-assets in a fair, clear andnot misleading manner;(c)identify, prevent, manage and disclose any conflicts of interest that may arise;(d)maintain all of their systems and security access protocols to appropriate Union
standards.

For the purposes of point (d), ESMA, in cooperation with the EBA, shall develop guidelines
pursuant to Article 16 of Regulation (EU) No 1095/2010 to specify the Union standards.
2.

Offerors and persons seeking admission to trading of crypto-assets, other than assetreferenced tokens or e-money tokens, shall act in the best interests of the holders of such
crypto-assets and shall treat them equally, unless any preferential treatment of specific holders
and the reasons for the preferential treatment of the specific holders are disclosed in thecrypto-asset white paper, and, where applicable, the marketing communications.

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3.

Where an offer to the public of crypto-assets, other than asset-referenced tokens or e-money
tokens, is cancelled, offerors of such crypto-assets shall ensure that any funds collected fromholders or potential holders are duly returned to them, no later than 25 days after the date ofcancellation.

Article 14
Liability of offerors, persons seeking admission to trading, or operators of a trading platform ofcrypto-assets, other than asset-referenced tokens or e-money tokens, for the information given in a
crypto-asset white paper
1.

Where an offeror, person seeking admission to trading of crypto-assets, other than assetreferenced tokens or e-money tokens or the operator of a trading platform, or its
administrative, management or supervisory bodies have infringed Article 5, by providing in
its crypto-asset white paper or in a modified crypto-asset white paper information which is notcomplete, fair or clear or by providing information which is misleading, a holder of cryptoassets may claim damages from those persons or bodies for damage caused to her or him dueto that infringement.
With regard to civil liability, as referred to in the previous subparagraph, any contractual
exclusion thereof shall be deprived of any legal effect.
Where the white paper and marketing communications are prepared by the operator of the
trading platform in accordance with Article 4a(2), the person seeking admission to trading
shall also be responsible when it provides false, misleading or incomplete information to theoperator of the trading platform.

2.

It shall be the responsibility of the holders of crypto-assets to present evidence indicating thatthe offeror, person seeking admission to trading, or the operator of the trading platform ofcrypto-assets, other than asset-referenced tokens or e-money tokens, has infringed Article 5
and that such an infringement had an impact on his or her decision to buy, sell or exchange
the said crypto-assets.

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3.

A holder of crypto-assets shall not be able to claim damages for the information provided in asummary as referred to in Article 5(7), including the translation thereof, except where:(a)the summary is misleading, inaccurate or inconsistent when read together with the otherparts of the crypto-asset white paper; or(b)the summary does not provide, when read together with the other parts of the cryptoasset white paper, key information in order to aid holders of crypto-assets when
considering whether to purchase such crypto-assets.

4.

This Article is without prejudice to further civil liability claims in accordance with nationallaw.

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TITLE III
Asset-referenced tokens

Chapter 1
Authorisation to offer asset-referenced tokens to the public and to seek
their admission to trading on a trading platform for crypto-assets

Article 15
Authorisation1.

No person shall, within the Union, offer asset-referenced tokens to the public, or seek anadmission of such crypto-assets to trading on a trading platform for crypto-assets, unless that
person is the issuer of such asset-referenced tokens and:(a)

Is a legal person or other undertaking that is established in the Union and have beenauthorised to do so in accordance with Article 19 by the competent authority of theirhome Member State; or(b)

Is a credit institution and complies with Article 15a.

Asset-referenced tokens may be issued by undertakings that are not legal persons only if theirlegal status ensures a level of protection for third parties’ interests equivalent to that affordedby legal persons and if they are subject to equivalent prudential supervision appropriate totheir legal form.
2.

[deleted]

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3.

Paragraph 1 shall not apply where:(a)over a period of 12 months, calculated at the end of each calendar day, the average
outstanding value of all of asset-referenced tokens never exceeds EUR 5 000 000, or theequivalent amount in another currency, and the issuer is not linked to a network of
issuers covered by this exemption; or(b)the offer to the public of the asset-referenced tokens is solely addressed to qualified
investors and the asset-referenced tokens can only be held by such qualified investors.

In cases under letters a) and b) issuers shall, produce a crypto-asset white paper as referred toin Article 17 and notify that crypto-asset white paper, and any marketing communications,
upon request, to the competent authority of their home Member State.
4.

[deleted]

5.

The authorisation referred to in paragraph 1(a) granted by the competent authority shall bevalid for the entire Union and shall allow an issuer to offer the asset-referenced tokens forwhich it has been authorised throughout the Union, or to seek an admission of such assetreferenced tokens to trading on a trading platform for crypto-assets.

6.

The approval granted by the competent authority of the issuers’ crypto-asset white paper
under Article 15a(1), Article 19 or of the modified crypto-asset white paper under Article 21
shall be valid for the entire Union.

7.

Upon a written consent from the issuer, other persons may offer or seek admission to trading
the asset-referenced tokens. Those entities shall comply with Articles 23, 25 and 36.

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Article 15a
Requirements applicable to credit institutions
1.

An asset-referenced token issued by a credit institution may be offered to the public oradmitted to trading on a trading platform for crypto-assets, if the credit institution:(a)

produces a crypto-asset white paper as referred to in Article 17 for every assetreferenced token issued, submits that crypto-asset white paper for approval by thecompetent authority of their home Member State in accordance with the procedure set
out in the regulatory technical standards pursuant to paragraph 7, and the white paper isapproved by the competent authority;(b)

notifies the respective competent authority, at least 90 working days before issuing theasset-referenced token for the first time, with the following information:(a)a programme of operations, setting out the business model that the credit
institution intends to follow;(b)a legal opinion that the asset-referenced tokens does not qualify as:(i)a crypto-asset excluded from the scope of this Regulation in accordancewith Article 2(3);

(ii)
(c)

a e-money token;

a detailed description of the governance arrangements as referred to in Article
30(1);(d)the policies and procedures referred to in Article 30(5), points (a) to (k);(e)

a description of the contractual arrangements with the third parties referred to in
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(f)

a description of the business continuity policy referred to in Article 30(8);(g)

a description of the internal control mechanisms and risk management proceduresreferred to in Article 30(9);(h)

a description of the procedures and systems to safeguard the security, including
cyber security, integrity and confidentiality of information referred to in Article
30(10).

1a.

Credit institutions which have already notified competent authorities to issue other assetreferenced tokens shall not be required to submit the information which was previously
submitted to the competent authority where such information would be identical. Whensubmitting the information required under paragraph 1 the credit institution shall explicitly
state that the information not resubmitted is still up to date.

1b.

Competent authorities receiving the notification as referred to in paragraph 1 point (b) shall,
within 20 working days of receipt of such information, assess whether all required
information has been provided. They shall immediately inform the credit institution when
they conclude some information is missing and thus that the notification is not complete.
Where the information is not complete, they shall set a deadline by which the credit institution
is to provide any missing information.
The deadline for providing any missing information should not exceed 20 working days. For
that period, the period under paragraph 1(b) shall be suspended. Any further requests by thecompetent authorities for completion or clarification of the information shall be at theirdiscretion but shall not result in a suspension of the period under paragraph 1 point (b).
The credit institution shall not issue the asset-referenced token where the notification isincomplete.

2.

Where issuing asset-referenced tokens, including significant asset-referenced tokens, credit
institutions shall not be subject to Articles 15, 16, 18, 19, 20, 31, 37 and 38 of this Title.

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3.

[deleted]

4.

Competent authorities shall communicate without delay the complete information received inparagraph 1 to the ECB and, where the credit institution is established in a Member State thecurrency of which is not the euro, or where a currency that is not the euro is included in thereserve assets, to the central bank of that Member State.
The ECB and, where applicable, a central bank as referred to in the first sub-paragraph shall,
within 20 working days after having received the complete information, issue an opinion on
the application and transmit it to the competent authority.
The competent authority shall require the credit institution to not issue the asset-referenced
token when the ECB or, where applicable, a central bank as referred to in first sub-paragraph,gives a negative opinion on grounds of smooth operation of payment systems, monetary
policy transmission, or monetary sovereignty.

5.

The competent authority shall communicate to ESMA the information specified in Article
91a(3) and the starting date of the intended offer to the public or intended admission to
trading and of any change thereof after verifying the completeness of the information received
in paragraph 1.
ESMA shall make such information available in the register referred to in Article 91a on thestarting date of the offer to the public or admission to trading.

6.

The competent authority shall communicate to ESMA the withdrawal of authorisation of acredit institution which issues asset-referenced tokens.

7.

The EBA shall, in close cooperation with ESMA and the ECB, develop draft regulatory
technical standards to specify the procedure for the approval of a crypto-asset white paper
referred to in paragraph 1.

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ENEBA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after the entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1093/2010.

Article 16
Application for authorisation
1.

Legal persons or other undertakings that intend to issue asset-referenced tokens shall submit
their application for an authorisation as referred to in Article 15 to the competent authority of
their home Member State.

2.

The application referred to in paragraph 1 shall contain all of the following information:(a)the address of the applicant issuer;(aa) the Legal Entity Identifier (LEI) of the applicant issuer, if applicable;(b)the articles of association of the applicant issuer;(c)a programme of operations, setting out the business model that the applicant issuer
intends to follow;(d)a legal opinion that the asset-referenced token does not qualify as:(i)a crypto-asset excluded from the scope of this Regulation in accordance with
Article 2(3),

(ii)
(e)

a e-money token;

a detailed description of the applicant issuer’s governance arrangements as referred to in
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(ea) where cooperation arrangements with specific crypto-asset service providers exist, adescription of their internal control mechanisms and procedures to ensure compliancewith the obligations in relation to the prevention of money laundering and terrorist
financing under Directive (EU) 2015/849;(f)

the identity of the members of the management body of the applicant issuer;(g)

proof that the persons referred to in point (f) are of sufficiently good repute and possess
appropriate knowledge, skills and experience to manage the applicant issuer;(h)proof that any natural or legal persons that have qualifying holdings in the applicant
issuer have sufficiently good repute;(i)a crypto-asset white paper as referred to in Article 17;(j)

the policies and procedures referred to in Article 30(5), points (a) to (k);(k)

a description of the contractual arrangements with the third parties referred to in the last
subparagraph of Article 30(5);(l)

a description of the applicant issuer’s business continuity policy referred to in Article
30(8);(m) a description of the internal control mechanisms and risk management proceduresreferred to in Article 30(9);(n)

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(o)

a description of the applicant issuer’s complaint handling procedures as referred to in
Article 27;(oa) where applicable, a list of host Member States, where the applicant issuer intends tooffer the asset-referenced token to the public or intends to seek admission to trading on
a trading platform for crypto-assets.
2a.

Issuers which have already been authorised to issue asset-referenced tokens shall not be
required to submit the information which was previously submitted to the competent authority
where such information would be identical. When submitting the information required underparagraph 2 the issuer shall explicitly state that the information not resubmitted is still up to
date.

2b.

Competent authorities shall acknowledge to the applicant in writing receipt of the application
received under paragraph 1 promptly and no later than two working days after receipt of theapplication.

3.

For the purposes of paragraph 2, points (g) and (h), applicant issuers of asset-referenced
tokens shall provide proof of all of the following:(a)for all the members of the management body, the absence of a criminal record in respectof convictions or the absence of relevant penalties under national rules in force in thefields of commercial law including insolvency law, financial services legislation, antimoney laundering legislation, legislation countering the financing of terrorism, fraud, or
professional liability;(b)that the members of the management body of the applicant issuer of asset-referenced
tokens collectively possess sufficient knowledge, skills and experience to manage theissuer of asset-referenced tokens and that those persons are required to commit
sufficient time to perform their duties.

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(ba) for all natural or legal persons that have qualifying holdings in the applicant issuer, theabsence of a criminal record in respect of convictions or the absence of relevant
penalties under national rules in force in the fields of commercial law including
insolvency law, financial services legislation, anti-money laundering legislation,
legislation countering the financing of terrorism, fraud, or professional liability;
4.

The EBA shall, in close cooperation with ESMA and the ECB, develop draft regulatory
technical standards to specify the information that an application shall contain, in accordancewith paragraph 2.
The EBA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after the entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1093/2010.

5.

The EBA shall, in close cooperation with ESMA, develop draft implementing technicalstandards to establish standard forms, templates and procedures to transmit information forthe purposes of the application, including the standards to be met by the legal opinion referred
to in paragraph 2, point (d), in order to ensure uniformity across the Union.
The EBA shall submit those draft implementing technical standards to the Commission by[please insert date 12 months after the entry into force].
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 1093/2010.

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Article 17Content and form of the crypto-asset white paper for asset-referenced tokens
1.

A crypto-asset white paper for asset-referenced tokens shall contain all of the following
information, as specified in Annex II:(0a) information about the issuer;(0b) where applicable, identity of the person other than the issuer that offer or seek
admission to trading pursuant to Article 15(7) and the reason why that person offer orseek admission to trading;(0c) if different from the issuer, the identity of the person which prepared the crypto-asset
white paper and the reason why that person prepared the crypto-asset white paper;(0d) information about the asset-referenced tokens;(0e) information about the offer to the public of asset-referenced tokens or their admission to
trading on a trading platform for crypto-assets;(0f) Information on the rights and obligations attached to asset-referenced tokens;(0g) Information on the underlying technology;(0h) Information on risks;(a)[deleted](b)

information on the reserve of assets;(c)[deleted](d)[deleted]

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(e)

[deleted](f)[deleted](g)[deleted](h)[deleted](i)

information on principal adverse environmental and climate related impact of theconsensus mechanism used to issue the crypto-asset.

2.

All information referred to in paragraph 1 shall be fair, clear and not misleading. The
crypto-asset white paper for asset- referenced tokens shall not contain material omissions
and shall be presented in a concise and comprehensible form.

3.

The crypto-asset white paper for asset-referenced tokens shall not contain any assertions on
the future value of the crypto-assets, other than the statement referred to in paragraph 5.

5.

The crypto-asset white paper shall contain a clear and unambiguous statement that:(a)the ARTs may lose their value in part or in full;(b)

the ARTs may not always be transferable;(c)the ARTs may not be liquid;(e)where applicable, a clear risk warning that the asset-referenced tokens are notcovered by the investor compensation schemes in accordance with, Directive
97/9/EC of the European Parliament and of the Council;(ea) a clear risk warning that the asset-referenced tokens are not covered by the deposit
guarantee schemes established in accordance with Directive 2014/49/EU of theEuropean Parliament and of the Council.

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6.

The crypto-asset white paper for asset-referenced tokens shall contain a statement from the
management body of the issuer. That statement shall confirm that the crypto-asset white paper
complies with the requirements of this Title and that, to the best knowledge of the
management body, the information presented in the crypto-asset white paper is in accordancewith the facts and that the crypto-asset white paper makes no omission likely to affect its
import.

7.

The crypto-asset white paper shall contain a summary, placed 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 asset-referenced tokens or about the intended admission of assetreferenced tokens to trading on a trading platform for crypto-assets, and in particular about thecharacteristics of the asset-referenced tokens concerned. The summary shall be presented andlaid out in easily understandable words and in a clear and comprehensive form, using
characters of readable size. The format and content of the summary of the crypto-asset white
paper shall provide, in conjunction with the crypto-asset white paper, appropriate information
about characteristics of the asset-referenced tokens concerned in order to help potential
holders of the asset-referenced tokens to make an informed decision.
The summary shall indicate that:(a)the holders of asset-referenced tokens have a redemption right at any moment;(b)the conditions of redemption.

The summary shall contain a warning that:(a)it should be read as an introduction to the crypto-asset white paper;(b)

the potential holder should base any decision to purchase an asset-referenced token on
the content of the whole crypto-asset white paper;

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(c)

the offer to the public of asset-referenced tokens does not constitute an offer orsolicitation to purchase financial instruments and that any such offer or solicitation topurchase financial instruments can be made only by means of a prospectus or otheroffering documents pursuant to national laws;(d)the crypto-asset white paper does not constitute a prospectus as referred to in Regulation(EU) 2017/1129 or another offering document pursuant to Union legislation or national
laws.

3.

Every crypto-asset white paper shall contain the date of the notification.
Every crypto-asset white paper shall contain a table of content.

4.

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.
If the crypto-asset is offered in another Member State, the crypto-asset white paper shall bedrawn up in an official language of the host Member State, or in a language customary in thesphere of international finance.

10.

The crypto-asset white paper shall be made available in machine readable formats.

11.

ESMA, in cooperation with EBA, shall develop draft implementing technical standards toestablish standard forms, formats and templates for the purposes of paragraph 10.
ESMA shall submit those draft implementing technical standards to the Commission by[please insert date 12 months after entry into force].
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.

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6a.

ESMA, in cooperation with EBA, shall develop draft regulatory technical standards inaccordance with Articles 10 to 14 of Regulation (EU) No 1095/2010 on the content,
methodologies and presentation of information referred to in paragraph 1, point (i), of this
Article in respect of the sustainability indicators in relation to climate and otherenvironment‐ related adverse impacts.
When developing the draft regulatory technical standards referred to in the first subparagraph,
ESMA shall take into account the various types of consensus mechanisms used for thevalidation of transactions in crypto-assets, their incentive structures, the use of energy,
renewable energy and natural resources, the production of waste, and greenhouse gas
emissions. ESMA shall update the regulatory technical standards in the light of regulatory andtechnological developments.
ESMA shall submit the draft regulatory technical standards referred to in the firstsubparagraph to the Commission by... [12 months after the date of entry into force of thisRegulation].
Power is delegated to the Commission to supplement this Regulation by adopting theregulatory technical standards referred to in the first subparagraph in accordance with Articles
10 to 14 of Regulation (EU) No 1095/2010.

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Article 18
Assessment of the application for authorisation
1.

Competent authorities receiving an application for authorisation as referred to in Article 16
shall, within 25 working days of receipt of such application, assess whether that application,
including the crypto-asset white paper referred to in Article 16(2), point (i), comprises all
required information. They shall immediately notify the applicant issuer of whether theapplication, including the crypto-asset white paper, is missing required information. Where
the application, including the crypto-asset white paper, is not complete, they shall set a
deadline by which the applicant issuer is to provide any missing information.

2.

The competent authorities shall, within 60 working days from the receipt of a complete
application, assess whether the applicant issuer complies with the requirements set out in thisTitle and take a fully reasoned draft decision granting or refusing authorisation. Within those
60 working days, competent authorities may request from the applicant issuer any informationon the application, including on the crypto-asset white paper referred in Article 16(2), point(i).
During the assessment process, competent authorities may cooperate with the relevant
AML/CFT supervisors, FIUs or other public bodies.

2a.

For the period between the date of request for information by the competent authorities andthe receipt of a response thereto by the applicant issuer, the assessment period underparagraphs 1 and 2 shall be suspended. The suspension shall not exceed 20 working days.
Any further requests by the competent authorities for completion or clarification of theinformation shall be at their discretion but shall not result in a suspension of the assessment
period.

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3.

Competent authorities shall, after the 60 working days referred to in paragraph 2, transmit
their draft decision and the application file to the EBA, ESMA and the ECB. Where theapplicant issuer is established in a Member State the currency of which is not the euro, or
where a currency that is not the euro is included in the reserve assets, competent authorities
shall transmit their draft decision and the application file to the central bank of that Member
State.

4.

The EBA and ESMA shall upon request of the competent authority within 20 working days
after having received the draft decision and the application file, issue an opinion on evaluationof the legal opinion referred to in Article 16(2)(d), and transmit their opinions to thecompetent authority concerned.
The ECB and, where applicable, a central bank as referred to in paragraph 3 shall, within 20
working days after having received the draft decision and the application file, issue an opinion
on evaluation of the risks posed to monetary policy transmission, monetary sovereignty, thesmooth operation of payment systems, and financial stability and transmit their opinions tothe competent authority concerned.
The opinions referred to in subparagraphs 1 and 2 shall be non-binding, without prejudice to
Article 19(2a).
That competent authority shall duly consider the opinions referred in paragraphs 1 and 2,
without prejudice to Article 19(2a).

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Article 19
Grant or refusal of the authorisation
1.

Competent authorities shall, within 25 working days after having received the opinions
referred to in Article 18(4), take a fully reasoned decision granting or refusing authorisation to
the applicant issuer and, within 5 working days, notify that decision to applicant issuers.
Where an applicant issuer is authorised, its crypto-asset white paper shall be deemed to beapproved.

2.

Competent authorities shall refuse authorisation where there are objective and demonstrable
grounds that:(a)the management body of the applicant issuer may pose a threat to its effective, soundand prudent management and business continuity and to the adequate consideration of
the interest of its clients and the integrity of the market;(aa) members of the management body do not meet the criteria set out in Article 30(2), firstsubparagraph;(ab) natural or legal persons that have qualifying holdings do not meet the criteria ofsufficiently good repute set out in Article 30(3), first subparagraph;(b)

the applicant issuer fails to meet or is likely to fail to meet any of the requirements ofthis Title;(c)the applicant issuer’s business model may pose a serious threat to financial stability, thesmooth operation of payment systems, market integrity, or exposes the issuer or thesector to serious risks of money laundering and terrorist financing.

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2a.

EBA and ESMA shall jointly develop guidelines on the assessment of the suitability of themembers of the management body of issuers of ARTs and of the natural or legal persons thathave qualifying holdings in issuers of ARTs.
EBA and ESMA shall develop the guidelines referred to in subparagraph 1 within 12 months
from the date of entry into force of this Regulation.

2a.

Competent authorities shall also refuse authorisation if the ECB or, where applicable, acentral bank as referred to in Article 18(3), gives a negative opinion under Article 18(4) on
grounds of smooth operation of payment systems, monetary policy transmission, or monetary
sovereignty.

3.

The competent authority shall communicate to ESMA the list of the host Member States, theinformation referred to in Article 91a(3) and the starting date of the intended offer to the
public or intended admission to trading within two working days after granting authorisation.
The competent authority shall communicate to the single point of contact of the host Member
States, the EBA, the ECB and, where applicable, the central banks referred to in Article 18(3)the information referred to in Article 91a(3) and the starting date of the intended offer to the
public or intended admission to trading within two working days after granting authorisation.
ESMA shall make such information available in the register referred to in Article 91a on thestarting date of the offer to the public or admission to trading.
(a)[deleted](b)[deleted](c)[deleted](d)[deleted]

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4.

Competent authorities shall also inform the EBA, ESMA and the ECB, and where applicable,
the central banks referred to in Article 18(3), of all authorisations not granted, and provide theunderlying reasoning for the decision and explanation for deviation from their opinion, whereapplicable.

Article 19a
Monitoring of asset-referenced tokens
1.

For asset-referenced tokens with a value issued higher than EUR 100 million, the issuer shallreport quarterly to the competent authority, for each asset-referenced token:(a)the customer base;(b)the value of the asset-referenced token issued and the size of the reserve of assets;(c)the average number and value of transactions per day;(d)an estimation of the average number and value of transactions per day associated to uses
as means of exchange within a single currency area.

Transaction refers to any change of the natural or legal person entitled to the token by transfer
of an asset-referenced token to another DLT address or account.
Transactions which are associated with the exchange with other crypto-assets or funds with
the issuer or with a crypto asset service provider should not be considered to be associated touses as means of exchange, unless there is evidence that the asset-referenced token is used forsettlement of transactions in other crypto-assets.
1a.

The competent authority may require issuers to comply with the reporting obligation ofparagraph 1 for asset-referenced tokens with less than EUR 100 million issued.

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2.

Crypto-assets service providers which provide services on the asset-referenced tokens, shallprovide the issuer of asset-referenced tokens with information necessary to prepare the report,
including by reporting off chain transactions.

3.

The competent authority shall share the information received with the ECB and, whereapplicable, a central bank as referred to in Article 18(3) and competent authorities of host
Member States.

3a.

The ECB and, where applicable, a central bank as referred to in Article 18(3) may provide to
the competent authority their own estimations of the quarterly average number and value oftransactions per day associated to uses as means of exchange used within their respective
currency area.

4.

The EBA, in close cooperation with the ESCB, shall develop draft regulatory technicalstandards specifying the methodology to estimate the average number and value oftransactions per day associated to uses as means of exchange in each single currency area.
EBA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after the entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1093/2010.

5.

The EBA shall develop draft implementing technical standards to establish standard forms,
formats and templates for the purposes of paragraphs 1 and 2.
EBA shall submit those draft implementing technical standards to the Commission by [please
insert date 12 months after entry into force].
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 1093/2010.

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Article 19b
Restrictions to issue asset-referenced tokens used widely as a means of exchange
1.

When, for a given asset-referenced token, the estimated quarterly average number and valueof transactions per day associated to uses as means of exchange is higher than 1 000 000
transactions and EUR 200 million respectively, within a single currency area, the issuer shall:(i)stop issuing the asset-referenced token;(ii)

present a plan to the competent authority, within 40 working days, to ensure that the
number and value of transactions per day associated to uses as means of exchange
within a single currency area is kept below 1 000 000 and EUR 200 million
respectively.

The competent authority shall use either the information provided by the issuer, its own
estimations, or the estimations provided by the ECB and, where applicable, a central bank as
referred to in Article 18(3) whichever is higher.
When several issuers issue the same asset-referenced token, the criteria referred in the first
sub-paragraph shall be accessed after aggregating the data from all issuers.
2.

The plan referred to in paragraph 1(ii) shall be approved by the competent authority. The
competent authority shall require modifications, including, where necessary, the introductionof a minimum denomination amount, in order to ensure a timely decrease of the use as meansof exchange of the asset-referenced token.

3.

The competent authority may only allow the issuer to issue again asset-referenced tokens
when it has evidence that the average number and value of transactions per day associated touses as means of exchange is lower than 1 000 000 transactions and EUR 200 million
respectively within a single currency area.

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Article 20
Withdrawal of the authorisation
1.

Competent authorities shall withdraw the authorisation of issuers of asset-referenced tokens in
any of the following situations:(a)[deleted](b)

the issuer has ceased to engage in business for 6 successive months, or has not used its
authorisation for 12 successive months;(c)the issuer has obtained its authorisation by irregular means, including making false
statements in the application for authorisation referred to in Article 16 or in any cryptoasset white paper modified in accordance with Article 21;(d)the issuer no longer meets the conditions under which the authorisation was granted;(e)

the issuer has seriously infringed the provisions of this Title;(f)the issuer has been put under an orderly redemption plan, in accordance with applicablenational insolvency laws;(g)

the issuer has expressly renounced its authorisation or has decided to stop its operations;(ga) the issuer’s activity poses a serious threat to financial stability, the smooth operation of
payment systems, market integrity or exposes the issuer or the sector to serious risks ofmoney laundering and terrorist financing.
Issuers of asset-referenced tokens shall notify their competent authority of any of thesituations referred to in points (f) and (g).

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1a.

Competent authorities shall also withdraw the authorisation of issuers of asset-referenced
tokens when the ECB or, where applicable, a central bank as referred to in Article 18(3),issues an opinion that the asset-referenced token poses a serious threat to monetary policy
transmission, smooth operation of payment systems or monetary sovereignty.

1b.

Competent authorities shall limit the amount of asset-referenced tokens to be issued or impose
a minimum denomination to the asset-referenced tokens when the ECB or, where applicable,
a central bank as referred to in Article 18(3), issues an opinion that the asset-referenced token
poses a threat to monetary policy transmission, smooth operation of payment systems ormonetary sovereignty, and specify the applicable limit or minimum denomination amount.

2.

The relevant competent authorities shall notify the competent authority of an issuer of assetreferenced tokens of the following without delay:(a)the fact that a third-party as referred to in Article 30(5), point (h) has lost its
authorisation as a credit institution as referred to in Article 8 of Directive 2013/36/EU,
as a crypto-asset service provider as referred to in Article 53 of this Regulation, as apayment institution as referred to in Article 11 of Directive (EU) 2015/2366, or as anelectronic money institution as referred to in Article 3 of Directive 2009/110/EC;(b)

the fact that the members of the issuer’s management body or natural or legal persons
that have qualifying holdings in the issuer have breached national provisions
transposing Directive (EU) 2015/849 of the European Parliament and of the Council1 inrespect of money laundering or terrorism financing.

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3.

Competent authorities shall withdraw the authorisation of an issuer of asset-referenced tokens
where they are of the opinion that the facts referred to in paragraph 2, points (a) and (b), affect
the good repute of the management body of that issuer, or of any natural or legal persons thathave qualifying holdings in the issuer, or if there is an indication of a failure of thegovernance arrangements or internal control mechanisms as referred to in Article 30.
When the authorisation is withdrawn, the issuer of asset-referenced tokens shall implement
the procedure under Article 42.

Article 21
Modification of published crypto-asset white papers for asset-referenced tokens
1.

Issuers of asset-referenced tokens shall also notify the competent authority of their home
Member States of any intended change of the issuer’s business model likely to have asignificant influence on the purchase decision of any actual or potential holder of assetreferenced tokens, which occurs after the authorisation mentioned in Article 19 or theapproval of the white paper pursuant Article 15a, including in the context of the Article 19b.
Such changes include, among others, any material modifications to:(a)the governance arrangements, including reporting lines to the management body andrisk management framework(b)

the reserve assets and the custody of the reserve assets;(c)

the rights granted to the holders of asset-referenced tokens;(d)the mechanism through which asset-referenced tokens are issued and redeemed;(e)the protocols for validating the transactions in asset-referenced tokens;(f)

the functioning of the issuer’s proprietary DLT, where the asset-referenced tokens areissued, transferred and stored on such a DLT;(g)the mechanisms to ensure the liquidity of asset-referenced tokens, including theliquidity management policy for issuers of significant asset-referenced tokens;

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(h)

the arrangements with third parties, including for managing the reserve assets and theinvestment of the reserve, the custody of reserve assets, and, where applicable, thedistribution of the asset-referenced tokens to the public;(i)[moved up](j)the complaint handling procedure;(k)

the money laundering and terrorist financing risk assessment and general policies andprocedures.

The competent authority of their home Member States shall be notified 30 working days prior
to the intended changes taking effect.
2.

Where any intended change as referred to in paragraph 1 has been notified to the competentauthority, the issuer of asset-referenced tokens shall produce a draft modified crypto-asset
white paper and shall ensure that the order of the information appearing there is consistent
with that of the original crypto-asset white paper.
The draft modified crypto-asset white paper shall be notified to the competent authority of thehome Member State.
The competent authority shall electronically acknowledge receipt of the draft modified
crypto-asset white paper as soon as possible, and within 5 working days after receiving it.
The competent authority shall grant its approval or refuse to approve the draft modified
crypto-asset white paper within 30 working days following the acknowledgement of receipt.
During the examination of the draft modified crypto-asset white paper, the competentauthority may also request any additional information, explanations or justifications on thedraft modified crypto-asset white paper. When the competent authority requests such
additional information, the time limit of 30 working days shall commence only when thecompetent authority has received the additional information requested.

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The competent authority may consult the EBA, ESMA and shall consult the ECB, and, whereapplicable, the central banks of Member States the currency of which is not euro, when themodifications are deemed to be potentially relevant for monetary policy transmission,monetary sovereignty and for the smooth operation of payment systems. They shall provide
an opinion within 20 working days after having received the consultation request.
3.

Where approving the modified crypto-asset white paper, the competent authority may request
the issuer of asset-referenced tokens:(a)to put in place mechanisms to ensure the protection of holders of asset-referenced
tokens, when a potential modification of the issuer’s operations can have a material
effect on the value, stability, or risks of the asset-referenced tokens or the reserve assets;(b)

to take any appropriate corrective measures to address concerns related to financial
stability, the smooth operation of payment systems, or market integrity.

The competent authority shall request the issuer of asset-referenced tokens to take any
appropriate measures to address concerns related to the smooth operation of payment system,
monetary policy transmission, or monetary sovereignty, if such corrective measures areproposed by ECB or, where applicable, a central bank as referred to in Article 18(3) in
consultations under paragraph 2.
When the ECB or the central bank as referred to in Article 18(3) have proposed different
measures than the ones requested by the competent authority, the measures proposed shall be
combined or, if not possible, the more stringent measure shall prevail.
3a.

The competent authority shall communicate the modified white paper to the ESMA, the single
point of contact of the host Member States, the EBA, the ECB within two working days after
granting approval.
ESMA shall make the modified white paper available in the register referred to in Article 91a
without undue delay.

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Article 22
Liability of issuers of asset-referenced tokens for the information given in a crypto-asset white
paper
1.

Where an issuer, or its administrative, management or supervisory bodies have infringed
Article 17, by providing in its crypto-asset white paper or in a modified crypto-asset white
paper information which is not complete, fair or clear or by providing information which is
misleading, a holder of such asset-referenced tokens may claim damages from that issuer ofasset-referenced tokens or its bodies for damage caused to her or him due to that
infringement.
With regard to civil liability, as referred to in the previous subparagraph, any contractual
exclusion thereof shall be deprived of any legal effect.

2.

It shall be the responsibility of the holders of asset-referenced tokens to present evidence
indicating that the issuer of asset-referenced tokens has infringed Article 17 and that such an
infringement had an impact on his or her decision to buy, sell or exchange the said assetreferenced tokens.

3.

A holder of asset-referenced tokens shall not be able to claim damages for the information
provided in a summary as required in Article 17, including the translation thereof, except
where:(a)the summary is misleading, inaccurate or inconsistent when read together with the otherparts of the crypto-asset white paper;(b)

the summary does not provide, when read together with the other parts of the cryptoasset white paper, key information in order to aid potential holders when considering
whether to purchase such asset-referenced tokens.

4.

This Article is without prejudice to further civil liability claims in accordance with nationallaw.

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Chapter 2
Obligations of all issuers of asset-referenced tokens

Article 23
Obligation to act honestly, fairly and professionally in the best interest of the holders of assetreferenced tokens
1.

Issuers of asset-referenced tokens shall:(a)act honestly, fairly and professionally;(b)communicate with the holders and potential holders of asset-referenced tokens in a fair,
clear and not misleading manner.

2.

Issuers of asset-referenced tokens shall act in the best interests of the holders of such tokens
and shall treat them equally, unless any preferential treatment is disclosed in the crypto-asset
white paper, and, where applicable, the marketing communications.

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Article 24
Publication of the crypto-asset white paper

Issuers of asset-referenced tokens shall publish on their website their approved crypto-asset white
paper as referred to in Article 19(1) and, where applicable, their modified crypto-asset white paper
referred to in Article 21. The approved crypto-asset white papers shall be publicly accessible by nolater than the starting date of the offer to the public of the asset-referenced tokens or the admissionof those tokens to trading on a trading platform for crypto-assets. The approved crypto-asset white
paper, and, where applicable, the modified crypto-asset white paper shall remain available on theissuer’s website for as long as the asset-referenced tokens are held by the public.

Article 25
Marketing communications
1.

Any marketing communications relating to an offer to the public of asset-referenced tokens,or to the admission of such asset-referenced tokens to trading on a trading platform for cryptoassets, shall comply with all of the following:(a)the marketing communications shall be clearly identifiable as such;(b)

the information in the marketing communications shall be fair, clear and not misleading;(c)the information in the marketing communications shall be consistent with theinformation in the crypto-asset white paper;(d)the marketing communications shall clearly state that a crypto-asset white paper has
been published and indicate the address of the website of the issuer of the crypto-assets,
as well as an email address and a telephone number of the issuer.

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2.

[deleted]3.

Marketing communications and the respective modifications shall be published on the issuer's
website.
Competent authorities shall not require an approval of marketing communications before
publication.
The marketing communications shall be notified to the competent authority of the home
Member State upon request.

4.

Prior to the publication of the white paper no marketing communications can be disseminated.
Such restriction does not affect the ability of the issuer to conduct market soundings.

Article 26
Ongoing information to holders of asset-referenced tokens
1.

Issuers of asset-referenced tokens shall in a clear, accurate and transparent manner disclose,
on a publicly and easily accessible place on their website, the amount of asset-referenced
tokens in circulation, and the value and the composition of the reserve assets referred to in
Article 32. Such information shall be updated at least once a month.

2.

Issuers of asset-referenced tokens shall publish as soon as possible on a publicly and easily
accessible place on their website a brief, clear, accurate and transparent summary of the audit
report as well as the full and unredacted audit report in relation to the reserve assets referred
to in Article 32.

3.

Without prejudice to Article 77, issuers of asset-referenced tokens shall as soon as possible
and in a clear, accurate and transparent manner disclose on their website any event that has or
is likely to have a significant effect on the value of the asset-referenced tokens, or on thereserve assets referred to in Article 32.

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Article 27
Complaint handling procedure
1.

Issuers of asset-referenced tokens shall establish and maintain effective and transparent
procedures for the prompt, fair and consistent handling of complaints received from holdersof asset-referenced tokens and other interested parties, including consumer associations which
represent holders of asset-referenced tokens. Where the asset-referenced tokens are
distributed, totally or partially, by third-party entities as referred to in Article 30(5) point (h),issuers of asset-referenced tokens shall establish procedures to facilitate the handling of suchcomplaints between holders of asset-referenced tokens and such third-party entities.

2.

Holders of asset-referenced tokens shall be able to file complaints with the issuers of theirasset-referenced tokens free of charge.

3.

Issuers of asset-referenced tokens shall develop and make available to clients a template forfiling complaints and shall keep a record of all complaints received and any measures taken in
response thereof.

4.

Issuers of asset-referenced tokens shall investigate all complaints in a timely and fair mannerand communicate the outcome of such investigations to the holders of their asset-referenced
tokens within a reasonable period of time.

5.

The EBA, in close cooperation with ESMA, shall develop draft implementing technicalstandards to specify the requirements, templates and procedures for complaint handling.
The EBA shall submit those draft implementing technical standards to the Commission by ...
[please insert date 12 months after the date of entry into force of this Regulation].
Power is delegated to the Commission to adopt the implementing technical standards referred
to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1093/2010.

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Article 28
Identification, prevention, management and disclosure of conflicts of interest
1.

Issuers of asset-referenced tokens shall implement and maintain effective policies andprocedures to identify, prevent, manage and disclose conflicts of interest between themselves
and:
(a)

their shareholders;(b)the members of their management body;(c)their employees;(d)any natural or legal persons that have qualifying holdings in the issuer;(e)the holders of asset-referenced tokens;(f)any third party providing one of the functions as referred in Article 30(5), point (h);(g)[deleted].

Issuers of asset-referenced tokens shall, in particular, take all appropriate steps to identify,
prevent, manage and disclose conflicts of interest arising from the management andinvestment of the reserve assets referred to in Article 32.
2.

Issuers of asset-referenced tokens shall disclose to the holders of their asset-referenced tokens
the general nature and sources of conflicts of interest and the steps taken to mitigate them.

3.

Such disclosure shall be made on the website of the issuer of asset-referenced tokens in aprominent place.

4.

The disclosure referred to in paragraph 3 shall be sufficiently precise to enable holders of theirasset-referenced tokens to take an informed purchasing decision about the asset-referenced
tokens.

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5.

The EBA shall develop draft regulatory technical standards to specify:(a)the requirements for the policies and procedures referred to in paragraph 1;(b)

the details and methodology for the content of the disclosure referred to in paragraphs 2,
3 and 4.

The EBA shall submit those draft regulatory technical standards to the Commission by ...
[please insert date 12 months after the date of entry into force of this Regulation].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation(EU) No 1093/2010.

Article 29
Information to competent authorities

Issuers of asset-referenced tokens shall notify immediately their competent authority of any changes
to their management body, and shall provide their competent authority with all the necessary
information to assess compliance with Article 30(2).

Article 30
Governance arrangements
1.

Issuers of asset-referenced tokens shall have robust governance arrangements, including aclear organisational structure with well-defined, transparent and consistent lines of
responsibility, effective processes to identify, manage, monitor and report the risks to which it
is or might be exposed, and adequate internal control mechanisms, including soundadministrative and accounting procedures.

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2.

Members of the management body of issuers of asset-referenced tokens shall have sufficiently
good repute and possess sufficient knowledge, experience and skills to perform their duties.
They shall also demonstrate that they are capable of committing sufficient time to effectively
perform their duties.
In particular, they shall not have been convicted of offences relating to money laundering or
terrorist financing or other offences that would affect their good repute.

2a.

The management body shall assess and periodically review the effectiveness of the policy
arrangements and procedures put in place to comply with the obligations set out in Chapters2, 3, 5 and 6 of this Title and take appropriate measures to address any deficiencies.

3.

Natural or legal persons that have qualifying holdings in issuers of asset-referenced tokens
shall have sufficiently good repute.
In particular, they shall not have been convicted of offences relating to money laundering or
terrorist financing or any other offences that would affect their good repute.

4.

[deleted]

5.

Issuers of asset-referenced tokens shall adopt policies and procedures that are sufficiently
effective to ensure compliance with this Regulation, including compliance of its managers andemployees with all the provisions of this Title. In particular, issuers of asset-referenced tokens
shall establish, maintain and implement policies and procedures on:(a)the reserve of assets referred to in Article 32;(b)

the custody of the reserve assets, including the segregation of assets, as specified in
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(c)

the rights or the absence of rights granted to the holders of asset-referenced tokens, as
specified in Article 35;(d)the mechanism through which asset-referenced tokens are issued, and redeemed;(e)the protocols for validating transactions in asset-referenced tokens;(f)

the functioning of the issuer’s proprietary DLT, where the asset-referenced tokens areissued, transferred and stored on such DLT or similar technology that is operated by theissuer or a third party acting on its behalf;(g)the mechanisms to ensure the liquidity of asset-referenced tokens, including theliquidity management policy for issuers of significant asset-referenced tokens;(h)arrangements with third-party entities for operating the reserve of assets, and for theinvestment of the reserve assets, the custody of the reserve assets, and, whereapplicable, the distribution of the asset-referenced tokens to the public;(ha) the written consent of the issuer of the asset referenced token given to entities which
may offer or admit to trading the asset-referenced token;(i)complaint handling, as specified in Article 27;(j)conflicts of interests, as specified in Article 28;(k)[deleted]

Issuers of asset-referenced tokens that use third-party entities to perform the functions set out
in point (h), shall establish and maintain contractual arrangements with those third-party
entities that precisely set out the roles, responsibilities, rights and obligations of both theissuers of asset-referenced tokens and of each of those third-party entities. A contractual
arrangement with cross-jurisdictional implications shall provide for an unambiguous choice oflaw.

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6.

Unless they have initiated a plan as referred to in Article 42, issuers of asset-referenced tokens
shall employ appropriate and proportionate systems, resources and procedures to ensure thecontinued and regular performance of their services and activities. To that end, issuers ofasset-referenced tokens shall maintain all their systems and security access protocols toappropriate Union standards.

6a.

When the issuer of asset-referenced tokens decides to discontinue providing services andactivities, such as issuing the asset-referenced token, it shall present a plan to the competentauthority for such discontinuation, for approval by the competent authority. The
discontinuation of the asset-referenced token may trigger the implementation of the planreferred to in Article 42 where the issuer is unable or likely to be unable to comply with its
obligations.

7.

Issuers of asset-referenced tokens shall identify sources of operational risk and minimise
those risks through the development of appropriate systems, controls and procedures.

8.

Issuers of asset-referenced tokens shall establish a business continuity policy and plans that
ensure, in case of an interruption of their systems and procedures, the preservation of essential
data and functions and the maintenance of their activities, or, where that is not possible, thetimely recovery of such data and functions and the timely resumption of their activities.

9.

Issuers of asset-referenced tokens shall have internal control mechanisms and effective
procedures for risk management, including effective control and safeguard arrangements for
managing ICT systems as required by Regulation (EU) 2021/xx of the European Parliamentand of the Council. The procedures shall provide for a comprehensive assessment relating to
the reliance on third-party entities as referred to in paragraph 5, point (h). Issuers of assetreferenced tokens shall monitor and evaluate on a regular basis the adequacy andeffectiveness of the internal control mechanisms and procedures for risk assessment and takeappropriate measures to address any deficiencies.

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10.

Issuers of asset-referenced tokens shall have systems and procedures in place that are
adequate to safeguard the security, integrity and confidentiality of information as required byRegulation (EU) 2021/xx of the European parliament and of the Council on digital operational
resilience36 and in line with Regulation (EU) 2016/67937 of the European parliament and of
the Council (General Data Protection Regulation). Those systems shall record and safeguard
relevant data and information collected and produced in the course of the issuers’ activities.

11.

Issuers of asset-referenced tokens shall ensure that they are regularly audited by independent
auditors. The results of those audits shall be communicated to the management body of theissuer concerned and made available to the competent authority.

12.

The EBA, in close cooperation with ESMA and the ECB, shall develop guidelines specifying
the minimum content of the governance arrangements on:(a)the monitoring tools for the risks referred to in paragraph 1 and in the paragraph 7;(b)

the internal control mechanism referred to in paragraphs 1 and 9;(c)the business continuity plan referred to in paragraph 8;(d)the audits referred to in paragraph 11, including the minimum documentation to be usedin the audit.

36

37

Proposal for a Regulation of the European Parliament and the Council on digital operational resilience for thefinancial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014 and(EU) No 909/2014 - COM(2020)595
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protectionof natural persons with regard to the processing of personal data and on the free movement of such data, andrepealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1).

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11a. When developing these regulatory technical standards, EBA shall take into account theprovisions on governance requirements in existing Union financial services legislation,
including Directive 2014/65/EU.
The EBA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1093/2010.

Article 31
Own funds requirements
1.

Issuers of asset-referenced tokens shall, at all times, have own funds equal to an amount of atleast the highest of the following:(a)

EUR 350 000;(b)

2% of the average amount of the reserve assets referred to in Article 32;(ba) a quarter of the fixed overheads of the preceding year, to be reviewed annually andcalculated in accordance with Article 60(6).
For the purpose of points (b), the average amount of the reserve assets shall mean the averageamount of the reserve assets at the end of each calendar day, calculated over the preceding 6
months.
Where an issuer offers more than one category of asset-referenced tokens, the amount referred
to in point (b) shall be the sum of the average amount of the reserve assets backing eachcategory of asset-referenced tokens.

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2.

The own funds referred to in paragraph 1 shall consist of the Common Equity Tier 1 items
and instruments referred to in Articles 26 to 30 of Regulation (EU) No 575/2013 after the
deductions in full, pursuant to Article 36 of that Regulation, without the application ofthreshold exemptions referred to in Articles 46(4) and 48 of that Regulation.

3.

Competent authorities of the home Member States may require issuers of asset-referenced
tokens to hold an amount of own funds which is up to 20 % higher than the amount resulting
from the application of paragraph 1, point (b) where an assessment of any of the following
indicates a higher degree of risk:(a)the evaluation of the risk-management processes and internal control mechanisms of theissuer of asset-referenced tokens as referred to in Article 30, paragraphs 1, 7 and 9;(b)

the quality and volatility of the reserve assets referred to in Article 32;(c)the types of rights granted by the issuer of asset-referenced tokens to holders of assetreferenced tokens in accordance with Article 35;(d)where the reserve of assets includes investments, the risks posed by the investment
policy on the reserve of assets;(e)

the aggregate value and number of transactions carried out in asset-referenced tokens;(f)the importance of the markets on which the asset-referenced tokens are offered andmarketed;(g)where applicable, the market capitalisation of the asset-referenced tokens.

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3a.

Competent authorities of the home Member States may require issuers of asset-referenced
tokens which are not significant to comply with any requirement set out in Article 41, where
necessary, to address the higher degree of risks identified in accordance with paragraph 3, or
any other risks that Article 41 aims to address, such as liquidity risks.

3b.

Without prejudice to paragraph 3, issuers of asset-referenced tokens shall conduct, on aregular basis, stress testing that takes into account severe but plausible financial stressscenarios, such as interest rate shocks, and non-financial stress scenarios, such as operationalrisk. Based on the outcome of such stress testing, the competent authorities of the home
Member States shall require issuers of asset-referenced tokens to hold an amount of own
funds that is between 20% and 40% higher than the amount resulting from the application ofparagraph 1, point (b), in certain circumstances given the risk outlook and stress testing
results.

4.

The EBA, in close cooperation with ESMA and the ECB, shall develop draft regulatory
technical standards further specifying:(a)the methodology for the calculation of the own funds set out in paragraph 1;(b)

the procedure and timeframe for an issuer of significant asset-referenced tokens toadjust to higher own funds requirements as set out in paragraph 3;(c)

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(d)

the minimum requirements for the design of stress testing programmes, taking into
account the size, complexity and nature of the asset-referenced tokens, including but notlimited to a) the types of stress testing and their main objectives and applications; b) the
frequency of the different stress testing exercises; c) the internal governancearrangements; d) the relevant data infrastructure; e) the methodology and theplausibility of assumptions, and the application of the proportionality principle to all ofthese minimum requirements, whether quantitative or qualitative. The minimum
periodicity of the stress tests and the common reference parameters of the stress test
scenarios, in accordance with paragraph 3a.

The EBA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1093/2010.

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Chapter 3
Reserve of assets

Article 32
Obligation to have a reserve of assets, and composition and management of such reserve of assets
1.

Issuers of asset-referenced tokens shall at all times constitute and maintain a reserve of assets.

1a.

The reserve of assets shall be insulated from the issuer’s estate, and from the reserve of assetsof other tokens, in the interest of the holders of tokens under relevant law, such that creditorsof the issuers have no recourse on the reserve of assets, in particular in the event of
insolvency.

1ab. The issuer of asset-referenced tokens shall ensure that the reserve of assets is operationallysegregated from the issuer’s estate, and from the reserve of assets of other tokens.
1b.

The reserve of assets shall be composed and managed in such a way that the risks associatedto the assets referenced by the asset-referenced tokens are covered.

1c.

The reserve of assets shall be composed and managed in such a way that the liquidity risks
associated to the permanent redemption rights of the holders are addressed.

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1d.

The EBA, in close cooperation with ESMA and the ECB, shall develop draft regulatory
technical standards further specifying the liquidity requirements, taking into account the size,
complexity and nature of the reserve assets and of the asset-referenced token itself.
The regulatory technical standard shall establish in particular:(a)the relevant percentage of the reserve of assets according to daily maturities, including
the percentage of reserve repurchase agreements that are able to be terminated by giving
prior notice of one working day, or the percentage of cash that is able to be withdrawn
by giving prior notice of one working day;(ab) the relevant percentage of the reserve of assets according to weekly, including, thepercentage of reverse repurchase agreements that are able to be terminated by giving
prior notice of five working days, or the percentage of cash that is able to be withdrawn
by giving prior notice of five working days; or(ac) other relevant maturities, and overall techniques for liquidity management;(b)the minimum amounts in each official currency referenced to be held as deposits incredit institutions, which cannot be inferior than 30% of the amount referenced in each
official currencies;

For the purpose of points a) to ac), the EBA shall take into account, amongst other things, therelevant thresholds laid down in Article 52 Directive 2009/65/EC.
The EBA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1093/2010.

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2.

Issuers that offer two or more categories of asset-referenced tokens to the public shall operate
and maintain segregated pools of reserves of assets for each category of asset-referenced
tokens. Each of these pools of reserve of assets shall be managed separately.
Where different issuers of asset-referenced tokens offer the same asset-referenced tokens to
the public the issuers shall operate and maintain only one reserve of assets for that category ofasset-referenced tokens.

3.

The management bodies of issuers of asset-referenced tokens shall ensure effective andprudent management of the reserve of assets. The issuers shall ensure that issuance andredemption of asset-referenced tokens is always matched by a corresponding increase or
decrease of the reserve of assets.
The issuer of an asset-referenced token shall determine the aggregate value of reserve assets
by using market prices. Their aggregated value shall be at least equal to the aggregate value ofthe claims on the issuer from holders of asset-referenced tokens in circulation.

4.

Issuers of asset-referenced tokens shall have a clear and detailed policy describing thestabilisation mechanism of such tokens. That policy and procedure shall in particular:(a)list the reference assets to which the asset-referenced tokens aim at stabilising theirvalue and the composition of such reference assets;(b)

describe the type of assets and the precise allocation of assets that are included in thereserve of assets;

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(c)

contain a detailed assessment of the risks, including credit risk, market risk,
concentration risk and liquidity risk resulting from the reserve assets;(d)describe the procedure by which the asset-referenced tokens are issued and redeemed,
and the procedure by which such issuance and redemption will result in a corresponding
increase and decrease of the reserve of assets;(e)mention whether a part of the reserve of assets is invested as provided in Article 34;(f)where issuers of asset-referenced tokens invest a part of the reserve of assets asprovided in Article 34, describe in detail the investment policy and contain an
assessment of how that investment policy can affect the value of the reserve of assets;(g)

describe the procedure to purchase asset-referenced tokens and to redeem such tokens
against the reserve of assets, and list the persons or categories of persons who areentitled to do so.

5.

Without prejudice to Article 30(11), issuers of asset-referenced tokens shall mandate an
independent audit of the reserve assets every six months, assessing the compliance with therules of this Chapter, as of the date of its authorisation as referred to in Article 19, or of thedate of issuing the asset-referenced tokens for the first time in accordance with Article 15a.

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The result of the audit referred to in the first subparagraph shall be notified to the competentauthority without delay, at the latest within six weeks of the reference date of the valuation.
The result of the audit shall be published within two weeks of the date of notification to thecompetent authority. The competent authority may instruct the issuer to delay the publicationin the event that:(a)the issuer has been required to implement recovery arrangement or measures inaccordance with Article 41a(3);(b)

the issuer has been required to implement a redemption plan in accordance with Article
42;

(c)

it is deemed necessary to protect the economic interests of holders of the asset
referenced token;(d)

it is deemed necessary to avoid a significant adverse effect on the financial system of
the home Member State or another Member State.

5a.

The valuation referred to in paragraph 3 at market prices shall be made by using mark-tomarket, as defined in point 8 of Article 2 of [the MMF Regulation] whenever possible.
When using mark- to-market:(a)the reserve asset shall be valued at the more prudent side of bid and offer unless thereserve asset can be closed out at mid-market;(b)only good quality market data shall be used; such data shall be assessed on the basis of
all of the following factors:(i)the number and quality of the counterparties;(ii)

the volume and turnover in the market of the reserve asset;(iii) size of the reserve of assets.
5b.

Where use of mark-to-market is not possible or the market data is not of sufficient quality, areserve asset shall be valued conservatively by using mark-to-model, as defined in point 9 of
Article 2 of [the MMF Regulation].

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The model shall accurately estimate the intrinsic value of the reserve asset, based on all of thefollowing up-to-date key factors:(a)the volume and turnover in the market of that reserve asset;(b)

the size of the reserve of assets;(c)market risk, interest rate risk, credit risk attached to the reserve asset.

When using mark-to-model, the amortised cost method, as defined in point 10 of Article 2 of[the MMF Regulation], shall not be used.

Article 33
Custody of reserve assets
1.

Issuers of asset-referenced tokens shall establish, maintain and implement custody policies,
procedures and contractual arrangements that ensure at all times that:(a)[moved to Article 32](b)

the reserve assets are not encumbered nor pledged as a ‘financial collateralarrangement’ within the meaning of Article 2(1), point (a) of Directive 2002/47/EC38
of the European Parliament and of the Council;

38

Directive 2002/47/EC of the European Parliament and of the Council of 6 June 2002 on financial collateralarrangements (OJ L 168, 27.6.2002, p. 43).

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(c)

the reserve assets are held in custody in accordance with paragraph 4;(d)the issuers of asset-referenced tokens have prompt access to the reserve assets to meet
any redemption requests from the holders of asset-referenced tokens;(e)concentration in the custodians of reserve assets are avoided;(f)concentration risks in the reserve assets are avoided.

Issuers of asset-referenced tokens that issue two or more categories of asset-referenced tokens
in the Union shall have a custody policy for each pool of reserve of assets.
Issuers of asset-referenced tokens that have issued the same category of asset-referenced
tokens shall operate and maintain only one custody policy.
2.

The reserve assets shall be held in custody by no later than 5 working days after the issuanceof the asset-referenced tokens by:(a)a crypto-asset service provider providing services referred to in Article 3(1), point (10),where the reserve assets take the form of crypto-assets;(b)a credit institution for all types of reserve assets;(ba) an investment firm where the reserve assets take the form of financial instruments, thatprovides the ancillary service of safekeeping and administration of financial instruments
for the account of clients as defined in Annex I, Section B, to Directive (EU) 2014/65.

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3.

Issuers of asset-referenced tokens shall exercise all due skill, care and diligence in theselection, appointment and review of crypto-asset service providers, credit institutions andinvestment firms appointed as custodians of the reserve assets in accordance with paragraph
2. The custodian shall be a legal person different from the issuer.
Issuers of asset-referenced tokens shall ensure that the credit institutions, crypto-asset service
providers and investment firms appointed as custodians of the reserve assets have thenecessary expertise and market reputation to act as custodians of such reserve assets, taking
into account the accounting practices, safekeeping procedures and internal control
mechanisms of those credit institutions, crypto-asset service providers and investment firms.
The contractual arrangements between the issuers of asset-referenced tokens and thecustodians shall ensure that the reserve assets held in custody are protected against claims ofthe custodians’ creditors.
The custody policies and procedures referred to in paragraph 1 shall set out the selection
criteria for the appointments of credit institutions, crypto-asset service providers orinvestment firms as custodians of the reserve assets and the procedure to review suchappointments.
Issuers of asset-referenced tokens shall review the appointment of credit institutions, cryptoasset service providers or investment firms as custodians of the reserve assets on a regularbasis. For that purpose, the issuer of asset-referenced tokens shall evaluate its exposures tosuch custodians, taking into account the full scope of its relationship with them, and monitor
the financial conditions of such custodians on an ongoing basis.

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4.

The reserve assets held on behalf of issuers of asset-referenced tokens shall be entrusted tocredit institutions, crypto-asset service providers or investment firms appointed in accordancewith paragraph 3 in the following manner:(a)credit institutions shall hold in custody funds in an account opened in the credit
institutions’ books;(b)for financial instruments that can be held in custody, credit institutions or investment
firms shall hold in custody all financial instruments that can be registered in a financial
instruments account opened in the credit institutions’ or investments firms’ books andall financial instruments that can be physically delivered to such credit institutions orinvestment firms;(c)

for crypto-assets that can be held in custody, the crypto-asset service providers shallhold the crypto-assets included in the reserve assets or the means of access to such
crypto-assets, where applicable, in the form of private cryptographic keys;(d)for other assets, the credit institutions shall verify the ownership of the issuers of theasset-referenced tokens and shall maintain a record of those reserve assets for which
they are satisfied that the issuers of the asset-referenced tokens own those reserve assets.

For the purpose of point (a), credit institutions shall ensure that funds are registered in thecredit institutions’ books within segregated account in accordance with national provisions
transposing Article 16 of Commission Directive 2006/73/EC39 into the legal order of theMember States. The account shall be opened in the name of the issuers of the asset-referenced
tokens for the purpose of managing the reserve assets of each asset-referenced token, so thatthe funds held in custody can be clearly identified as belonging to each reserve of assets.

39

Commission Directive 2006/73/EC of 10 August 2006 implementing Directive 2004/39/EC of the European
Parliament and of the Council as regards organisational requirements and operating conditions for investment
firms and defined terms for the purposes of that Directive (OJ L 241, 2.9.2006, p. 26).

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For the purposes of point (b), credit institutions and investment firms shall ensure that all
those financial instruments that can be registered in a financial instruments account opened in
the credit institution’s books are registered in the credit institutions’ and investment firms’
books within segregated accounts in accordance with national provisions transposing Article
16 of Commission Directive 2006/73/EC into the legal order of the Member States. The
financial instruments account shall be opened in the name of the issuers of the assetreferenced tokens for the purpose of managing the reserve assets of each asset-referenced
token, so that the financial instruments held in custody can be clearly identified as belonging
to each reserve of assets.
For the purposes of point (c), crypto-asset service providers shall open a register of positionsin the name of the issuers of the asset-referenced tokens for the purpose of managing thereserve assets of each asset-referenced token, so that the crypto-assets held in custody can beclearly identified as belonging to each reserve of assets.
For the purposes of point (d), the assessment whether issuers of asset-referenced tokens own
the reserve assets shall be based on information or documents provided by the issuers of theasset-referenced tokens and, where available, on external evidence.
5.

The appointment of a credit institution, a crypto-asset service provider or a investment firm as
custodian of the reserve assets in accordance with paragraph 3 shall be evidenced by a written
contract as referred to in Article 30(5), second subparagraph. Those contracts shall, amongst
others, regulate the flow of information deemed necessary to enable the issuers of assetreferenced tokens and the credit institutions, the crypto-assets service providers and theinvestment firms to perform their functions.

6.

The credit institutions, crypto-asset service providers and investment firms that have been
appointed as custodians in accordance with paragraph 3 shall act honestly, fairly,
professionally, independently and in the interest of the issuer of the asset-referenced tokens
and the holders of such tokens.

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7.

The credit institutions, crypto-asset service providers and investment firms that have been
appointed as custodians in accordance with paragraph 3 shall not carry out activities withregard to issuers of asset-referenced tokens that may create conflicts of interest between thoseissuers, the holders of the asset-referenced tokens, and themselves unless all of the following
conditions have been complied with:(a)the credit institutions, the crypto-asset service providers or the investment firms havefunctionally and hierarchically separated the performance of their custody tasks fromtheir potentially conflicting tasks;(b)

the potential conflicts of interest have been properly identified, monitored, managed anddisclosed by the issuer of the asset-referenced tokens to the holders of the assetreferenced tokens, in accordance with Article 28.

8.

In case of a loss of a financial instrument or a crypto-asset held in custody as referred to inparagraph 4, the credit institution, the crypto-asset service provider or the investment firm thatlost that financial instrument or crypto-asset shall return to the issuer of the asset-referenced
tokens a financial instrument or a crypto-asset of an identical type or the corresponding value
without undue delay. The credit institution, the crypto-asset service provider or the investment
firm concerned shall not be liable where it can prove that the loss has arisen as a result of an
external event beyond its reasonable control, the consequences of which would have been
unavoidable despite all reasonable efforts to the contrary.

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Article 34
Investment of the reserve of assets
1.

Issuers of asset-referenced tokens that invest a part of the reserve of assets shall only invest in
highly liquid financial instruments with minimal market risk, credit risk and concentration
risk. The investments shall be capable of being liquidated rapidly with minimal adverse priceeffect.

2.

The financial instruments in which the reserve of assets is invested shall be held in custody inaccordance with Article 33.

3.

All profits or losses, including fluctuations in the value of the financial instruments referred toin paragraph 1, and any counterparty or operational risks that result from the investment of thereserve of assets shall be borne by the issuer of the asset-referenced tokens.

4.

The EBA shall, in cooperation with the ESMA and the ECB, develop draft regulatory
technical standards specifying the financial instruments that can be considered highly liquidand bearing minimal credit and market risk as referred to in paragraph 1. When specifying thefinancial instruments referred to in paragraph 1, the EBA shall take into account:(a)the various types of assets that can be referenced by an asset-referenced token;(b)the correlation between those assets referenced by the asset-referenced token and thehighly liquid financial instruments the issuers may invest in;

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(c)

the conditions for recognition as high quality liquid assets under Article 412 ofRegulation (EU) No 575/2013 and Commission Delegated Regulation (EU) 2015/6141;(cc) constraints on concentration, preventing the issuer from investing in more than a certain
percentage of reserve assets issued by a single body.
In doing so, the EBA shall devise suitable limits to determine concentration
requirements, and thereby taking into account, amongst other things, the relevant
thresholds laid down in Article 52 Directive 2009/65/EC.
(cd) constraints on concentration, preventing the issuer from keeping in custody more than acertain percentage of crypto-assets or assets with crypto-asset service providers,investment firms or credit institutions which belong to the same group, as defined in
Article 2(11) of Directive 2013/34/EU42.
For the purposes of paragraph 1, secure, low-risk assets are also units in an undertaking forcollective investment in transferable securities (UCITS) which invests solely in assets as
specified in the first subparagraph, as long as the issuer of the asset-referenced token ensuresthat the reserve of assets is invested in a way so that the concentration risk is minimised.
The EBA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1093/2010.

41

42

Commission Delegated Regulation (EU) 2015/61 of 10 October 2014 to supplement Regulation (EU) No
575/2013 of the European Parliament and the Council with regard to liquidity coverage requirement for Credit
Institutions (OJ L 011 17.1.2015, p. 1).
Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial
statements, consolidated financial statements and related reports of certain types of undertakings, amending
Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives
78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).

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Article 35
Rights on issuers of asset-referenced tokens
1.

Issuers of asset-referenced tokens shall grant holders redemption rights at all times on theissuer of asset-referenced tokens, and on the reserve assets when the issuer is not able tocomply with its obligations in accordance with Chapter 6. The issuer shall establish, maintainand implement clear and detailed policies and procedures on such rights.

2.

Upon request by the holder of asset-referend tokens, the respective issuer must redeem at any
moment by paying in funds other than e-money the market value of the asset-referenced
tokens held or by delivering the referenced assets. Issuers shall establish a policy on suchpermanent redemption right setting out:(a)the conditions, including thresholds, periods and timeframes, for holders of assetreferenced tokens to exercise this right;(b)

the mechanisms and procedures to ensure the redemption of the asset-referenced tokens,
including in stressed market circumstances, including in the context of implementationof the plan from Article 41a, or in case of an orderly redemption of asset-referenced
tokens as referred to in Article 42;(c)the valuation, or the principles of valuation, of the asset-referenced tokens and of thereserve assets when this right is exercised by the holder of asset-referenced tokens,
including by using the methodology from Article 32(6);(d)

the settlement conditions when this right is exercised

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(e)

[deleted](ea) measures the issuers is taking to adequately manage increases or decreases of thereserve, to avoid any adverse impacts on the market of the assets included in thereserve.
If issuers, when selling an asset-referenced token, accept a payment in funds other than emoney, denominated in a given official currency of a country, they shall always provide an
option to redeem the token in funds other than e-money, denominated in the same official
currency.
3.

[deleted]

4.

[deleted]3.

Without prejudice of Article 41a, the redemption of asset-referenced tokens shall not be
subject to a fee.

5.

[deleted]

Article 36
Prohibition of interest
1.

No issuer of asset-referenced tokens shall grant interest in relation to asset-referenced tokens.

2.

When providing crypto-asset services related to asset-referenced tokens, crypto-asset service
providers shall not grant interest.

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3.

For the purposes of the application of the prohibition of interest of paragraphs 1 and 2, any
remuneration or any other benefit related to the length of time during which a holder of assetreferenced tokens holds such asset-referenced tokens, shall be treated as interest. This
includes net compensation or discount, with an equivalent effect of an interest received by theholder, directly from the issuer or through third parties, directly associated to the assetreferenced token or through the remuneration or pricing of other products.

Chapter 4
Acquisitions of issuers of asset-referenced tokens

Article 37
Assessment of intended acquisitions of issuers of asset-referenced tokens
1.

Any natural or legal person or such persons acting in concert (the ‘proposed acquirer’), who
intends to acquire, directly or indirectly, a qualifying holding in an issuer of asset-referenced
tokens or to further increase, directly or indirectly, such a qualifying holding so that the
proportion of the voting rights or of the capital held would reach or exceed 20 %, 30 % or 50%, or so that the issuer of asset-referenced tokens would become its subsidiary (the ‘proposed
acquisition’), shall notify the competent authority of that issuer thereof in writing, indicating
the size of the intended holding and the information required by the regulatory technicalstandards adopted by the Commission in accordance with Article 38(4).

2.

Any natural or legal person who has taken a decision to dispose, directly or indirectly, of aqualifying holding in an issuer of asset-referenced tokens (the ‘proposed vendor’) shall first
notify the competent authority in writing thereof, indicating the size of such holding. Such aperson shall likewise notify the competent authority where it has taken a decision to reduce a
qualifying holding so that the proportion of the voting rights or of the capital held would fall
below 10 %, 20 %, 30 % or 50 % or so that the issuer of asset-referenced tokens would cease
to be that person’s subsidiary.

3.

Competent authorities shall promptly and in any event within two working days following
receipt of the notification required under paragraph 1 acknowledge receipt thereof in writing.

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4.

Competent authorities shall assess the intended acquisition referred to in paragraph 1 and theinformation required by the regulatory technical standards adopted by the Commission inaccordance with Article 38(4), within 60 working days from the date of the written
acknowledgement of receipt referred to in paragraph 3.
When acknowledging receipt of the notification, competent authorities shall inform thepersons referred to in paragraph 1 of the date of the expiry of the assessment period.

5.

When performing the assessment referred to in paragraph 4, first subparagraph, competentauthorities may request from the persons referred to in paragraph 1 any additional informationthat is necessary to complete that assessment. Such request shall be made before theassessment is finalised, and in any case no later than on the 50th working day from the date of
the written acknowledgement of receipt referred to in paragraph 3. Such requests shall bemade in writing and shall specify the additional information needed.
Competent authorities shall halt the assessment referred to in paragraph 4, first subparagraph,
until they have received the additional information referred to in the first subparagraph of thisparagraph, but for no longer than 20 working days. Any further requests by competentauthorities for additional information or for clarification of the information received shall not
result in an additional interruption of the assessment.
Competent authority may extend the interruption referred to in the second subparagraph ofthis paragraph up to 30 working days where the persons referred to in paragraph 1 are situatedor regulated outside the Union.

6.

Competent authorities that, upon completion of the assessment, decide to oppose the intended
acquisition referred to in paragraph 1 shall notify the persons referred to in paragraph 1
thereof within two working days, but before the date referred to in paragraph 4, second
subparagraph, extended, where applicable, in accordance with paragraph 5, second and third
subparagraph. That notification shall provide the reasons for that decision.

7.

Where competent authorities do not oppose the intended acquisition referred to in paragraph 1
before the date referred to in paragraph 4, second subparagraph, extended, where applicable,in accordance with paragraph 5, second and third subparagraph, the intended acquisition or
intended disposal shall be deemed to be approved.

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8.

Competent authorities may set a maximum period for concluding the intended acquisitionreferred to in paragraph 1, and extend that maximum period where appropriate.

Article 38
Content of the assessment of intended acquisitions of issuers of asset-referenced tokens
1.

When performing the assessment referred to in Article 37(4), competent authorities shallappraise the suitability of the persons referred to in Article 37(1) and the financial soundnessof intended acquisition against all of the following criteria:(a)the reputation of the persons referred to in Article 37(1);(b)

the reputation, knowledge and experience of any person who will direct the business of
the issuer of asset-referenced tokens as a result of the intended acquisition;(c)the financial soundness of the persons referred to in Article 37(1), in particular in
relation to the type of business pursued and envisaged in the issuer of asset-referenced
tokens in which the acquisition is intended;(d)whether the issuer of asset-referenced tokens will be able to comply and continue tocomply with the provisions of this Title;(e)whether there are reasonable grounds to suspect that, in connection with the intended
acquisition, money laundering or terrorist financing within the meaning of Article 1 of
Directive (EU) 2015/849/EC is being or has been committed or attempted, or that theintended acquisition could increase the risk thereof.

2.

Competent authorities may oppose the intended acquisition only where there are reasonablegrounds for doing so on the basis of the criteria set out in paragraph 1 or where theinformation provided in accordance with Article 37(4) is incomplete or false.

3.

Member States shall not impose any prior conditions in respect of the level of holding thatmust be acquired nor allow their competent authorities to examine the proposed acquisition interms of the economic needs of the market.

4.

To ensure consistent application of this Article, EBA, in close cooperation with ESMA, shalldevelop draft regulatory technical standards specifying detailed content of information that is13198/22

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necessary to carry out the assessment referred to in Article 37(4), first subparagraph and thatshall be provided to the competent authorities at the time of the notification referred to inparagraph 37(1). The information required shall be relevant for a prudential assessment, be
proportionate and be adapted to the nature of the persons and the intended acquisition referred
to in Article 37(1).
The EBA shall submit those draft regulatory technical standards to the Commission by [please
insert 12 months after the entry into force of this Regulation].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1093/2010.

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Chapter 5
Significant asset-referenced tokens

Article 39
Classification of asset-referenced tokens as significant asset-referenced tokens
1.

The EBA shall classify asset-referenced tokens as significant asset-referenced tokens on thebasis of the following criteria, as specified in accordance with paragraph 6 and where at least
the same three of the following criteria are met either in the first report following theauthorization, as referred to in paragraph 2, or in at least two consecutive reports:(a)the number of holders of the asset-referenced tokens is larger than 10 million;(b)

the value of the asset-referenced tokens issued, where applicable, their market
capitalisation or the size of the reserve of assets of the issuer of the asset-referenced
token, is higher than EUR 5 billion;(c)the number and value of transactions in those asset-referenced tokens, is higher than 2
500 000 transactions and EUR 500 million respectively, per day;(d)[covered above](da) the issuer of the asset-referenced tokens is a provider of core platforms services
designated as gatekeeper in accordance with Regulation (EU) .../... (Digital Markets
Act).
(e)

the significance of the activities of the issuer of the asset-referenced tokens on aninternational scale, including the use of the asset-referenced tokens for payments andremittances.

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(f)

the interconnectedness with the financial system.

(g)the fact that the same legal person or other undertaking issues at least one additional
asset-referenced token or e-money token, and provides at least one crypto-asset service.

When several issuers issue the same asset-referenced token, the criteria referred in the first
sub-paragraph shall be assessed after aggregating the data from all issuers.
2.

Competent authorities of the issuer’s home Member State shall provide the EBA and the ECB
with information on the criteria referred to in paragraph 1 as received in Article 19a and as
specified in accordance with paragraph 6 on at least a biannual basis.
Where the issuer is established in a Member State the currency of which is not the euro, or
where a currency that is not the euro is included in the reserve assets, competent authorities
shall transmit the information referred to in the previous sub paragraph to the central bank ofthat Member State.

3.

Where the EBA is of the opinion that asset-referenced tokens meet the criteria referred to inparagraph 1, as specified in accordance with paragraph 6, the EBA shall prepare a draft
decision to that effect and notify that draft decision to the issuers of those asset-referenced
tokens and the competent authority of the issuer’s home Member State, to the ECB and to
central bank as referred to in paragraph 2.
The EBA shall give 20 working days, to issuers of such asset-referenced tokens, theircompetent authorities, the ECB and the central bank as referred to in the second paragraph, toprovide observations and comments in writing prior the adoption of its final decision. The
EBA shall duly consider those observations and comments.

4.

The EBA shall take its final decision on whether an asset-referenced token is a significant
asset-referenced token within 60 working days after the notification referred to in paragraph 3
and immediately notify the issuers of such asset-referenced tokens and their competentauthorities thereof.

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5.

The supervisory responsibilities on issuers of significant asset-referenced tokens shall betransferred to the EBA 20 working days after the notification of the decision referred to inparagraph 4.
The EBA and the competent authority concerned shall cooperate in order to ensure thesmooth transition of supervisory competences.

5a.

EBA shall assess yearly the eligibility of the asset-referenced tokens under its supervision on
the basis of information provided by the issuers.
Where the EBA is of the opinion that asset-referenced tokens no longer meet the criteria in
accordance with paragraph 1, as specified in accordance with paragraph 6, the EBA shallprepare a draft decision to that effect and notify that draft decision to the issuers of thoseasset-referenced tokens and the competent authority of the issuer’s home Member State, to the
ECB and to central bank as referred to in paragraph 2.
The EBA shall give issuers of such asset-referenced tokens, their competent authorities, the
ECB and the central bank referred in paragraph 2 20 working days to provide observations
and comments in writing prior the adoption of its final decision. The EBA shall duly consider
those observations and comments.

5b.

The EBA shall take its final decision on whether an asset-referenced token is no longer asignificant asset-referenced token within 60 working days after receiving the informationreferred to in paragraph 5a and immediately notify the issuers of such asset-referenced tokens
and their competent authorities thereof.

5c.

The supervisory responsibilities on issuers of significant asset-referenced tokens shall betransferred to the competent authority of the home Member State 20 working days after the
notification of the decision referred to in paragraph 5b.
The EBA and the competent authority concerned shall cooperate in order to ensure thesmooth transition of supervisory competences.

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6.

The Commission shall be empowered to adopt delegated acts in accordance with Article 121
to further specify the criteria set out in paragraph 1 for an asset-referenced token to be deemedsignificant and determine:(a)

The circumstances under which the activities of the issuer of asset-referenced tokens are
considered to be significant on an international scale outside the EU;(i)[deleted](ii)[deleted](iii) [deleted](iv) [deleted](v)(b)[covered above]the circumstances under which asset-referenced tokens and their issuers shall beconsidered as interconnected with the financial system;(ba) the circumstances under which the issuance of other asset-referenced tokens, e-money
tokens or provision of crypto-asset services should be considered for the purposes ofidentification of an asset-referenced token as significant;(c)the content and format of information provided by competent authorities to the EBA
under paragraph 2.

(d)the procedure and timeframe for the decisions taken by the EBA under paragraphs 3 to
5.

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Article 40
Voluntary classification of asset-referenced tokens as significant asset-referenced tokens
1.

Applicant issuers of asset-referenced tokens that apply for an authorisation as referred to in
Articles 15a and 16, may indicate in their application for authorisation that they wish toclassify their asset-referenced tokens as significant asset-referenced tokens. In that case, thecompetent authority shall immediately notify the request from the prospective issuer to the
EBA, to the ECB and to central bank as referred to in Article 39(2).
For the asset-referenced tokens to be classified as significant at the time of authorisation,
applicant issuers of asset-referenced tokens shall demonstrate, through its programme ofoperations as referred to in Article 16(2), point (c) that it is likely to meet at least three criteria
referred to in Article 39(1), as specified in accordance with Article 39(6).

2.

Where, on the basis of the programme of operation, the EBA is of the opinion that assetreferenced tokens are likely to meet the criteria in accordance with Article 39(1), as specified
in accordance with Article 39(6), the EBA shall within 20 working days from receipt of therequest mentioned in paragraph 1 prepare a draft decision to that effect and notify that draft
decision to the competent authority of the applicant issuer’s home Member State, to the ECB
and to central bank as referred to in Article 39(2).
The EBA shall give the entities referred in the first sub paragraph the opportunity to provide
observations and comments in writing prior the adoption of its final decision. The EBA shall
duly consider those observations and comments.

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3.

Where, on the basis of the programme of operation, the EBA is of the opinion that assetreferenced tokens are unlikely to meet the criteria referred to in Article 39(1), as specified inaccordance with Article 39(6), the EBA shall within 20 working days from receipt of therequest mentioned in paragraph 1 prepare a draft decision to that effect and notify that draft
decision to the applicant issuer and the competent authority of the applicant issuer’s home
Member State, to the ECB and to central bank as referred to in Article 39(2).
The EBA shall give the entities referred in the first sub paragraph the opportunity to provide
observations and comments in writing prior the adoption of its final decision. The EBA shall
duly consider those observations and comments.

4.

The EBA shall take its final decision on whether an asset-referenced token is a significant
asset-referenced token within 60 working days after the notification referred to in paragraph 1
and immediately notify the issuers of such asset-referenced tokens and their competentauthorities thereof.

5.

Where asset-referenced tokens have been classified as significant in accordance with adecision referred to in paragraph 4, the supervisory responsibilities shall be transferred to the
EBA on the date of the decision by which the competent authority grants the authorisationreferred to in Article 19(1).

Article 41
Specific additional obligations for issuers of significant asset-referenced tokens
1.

Issuers of significant asset-referenced tokens shall adopt, implement and maintain aremuneration policy that promotes sound and effective risk management of such issuers andthat does not create incentives to relax risk standards.

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2.

Issuers of significant asset-referenced tokens shall ensure that such tokens can be held incustody by different crypto-asset service providers authorised for the service referred to in
Article 3(1) point (10), including by crypto-asset service providers that do not belong to thesame group, as defined in Article 2(11) of Directive 2013/34/EU of the European Parliamentand of the Council, on a fair, reasonable and non-discriminatory basis.

3.

Issuers of significant asset-referenced tokens shall assess and monitor the liquidity needs tomeet redemption requests by holders of asset-referenced tokens. For that purpose, issuers ofsignificant asset-referenced tokens shall establish, maintain and implement a liquidity
management policy and procedures. That policy and those procedures shall ensure that thereserve assets have a resilient liquidity profile that enable issuer of significant assetreferenced tokens to continue operating normally, including under liquidity stressed scenarios.

3a.

Issuers of significant asset-referenced tokens shall conduct liquidity stress testing, on a regularbasis, and depending on the outcome of such tests, the EBA may decide to strengthen theliquidity risk requirements referred to in Article 32(1d) and paragraph (6) point aa).
Where an issuer of significant asset-referenced tokens offers two or more categories ofcrypto-asset tokens or provides crypto-asset services, these stress tests shall cover all of these
activities in a comprehensive and holistic manner.

4.

The percentage referred to in Article 31(1), point (b), shall be set at 3% of the average amountof the reserve assets for issuers of significant asset-referenced tokens.

5.

Where several issuers offer the same asset-referenced token that is classified as significant,each of those issuers shall be subject to the requirements set out in the paragraphs 1 to 4.
Where an issuer offers two or more categories of asset-referenced tokens in the Union and at
least one of those asset-referenced tokens is classified as significant, such an issuer shall be
subject to the requirements set out in paragraphs 1 to 4.

6.

The EBA, in close cooperation with ESMA, shall develop draft regulatory technical standards
specifying:(a)the minimum content of the governance arrangements on the remuneration policy
referred to in paragraph 1;

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(aa) liquidity requirements and the minimum contents of the liquidity management policy as
set out in paragraph 3, including the minimum amount of deposits in each official
currency referenced, which cannot be inferior than 60% of the amount referenced ineach official currencies;(b)

the procedure and timeframe for an issuer of significant asset-referenced tokens toadjust to higher own funds requirements as set out in paragraph 4.

In the case of credit institutions, the EBA shall calibrate the technical standards taking into
consideration any possible interactions between the regulatory requirements established inthis Regulation and the regulatory requirements established in the existing Union law.
The EBA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1093/2010.
6a.

The EBA, in close cooperation with ESMA and the ECB, shall issue guidelines with a view toestablishing the common reference parameters of the stress test scenarios to be included in the
stress tests in accordance with paragraph 3a. The guidelines shall be updated periodicallytaking into account the latest market developments.

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Chapter 6
Recovery and orderly redemption

Article 41a
Recovery plan1.

An issuer of asset-referenced tokens shall draw up and maintain a recovery plan providing formeasures to be taken by the issuer to restore the compliance with the requirements applicableto the reserve of assets when the issuer fails to comply with those requirements.
The plan shall also include the preservation of its services related to the asset-referenced
tokens issued, the timely recovery of operations and the fulfilment of the issuer's obligationsin the case of events that pose a significant risk of disrupting operations.
The plan shall include appropriate conditions and procedures to ensure the timely
implementation of recovery actions as well as a wide range of recovery options, including:(a)liquidity fees on redemptions;(b)limits to the amount of asset-referenced tokens to be redeemed on any working day;(c)suspension of redemptions.

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2.

The issuer of asset-referenced tokens shall notify the recovery plan to the competent authority
within 6 months after authorisation, or of the date of issuing the asset-referenced tokens forthe first time in accordance with Article 15a. The competent authority shall require
amendments where necessary to ensure a proper implementation of the plan referred to inparagraph 1 and notify its decision to the issuer within 40 working days. Any such request of
the competent authority has to be implemented by the issuer within 40 working days. The
recovery plan shall be reviewed and updated regularly.
Where applicable, the issuer shall also notify the plan to its resolution and prudential
supervisory authorities in parallel to the competent authority.

3.

Where the issuer fails to comply with requirements applicable to the reserve of assets or, due
to a rapidly deteriorating financial condition, is likely in the near future to not comply withrequirements applicable to the reserve of assets, the competent authority shall have the power
to require the issuer to implement one or more of the arrangements or measures set out in therecovery plan or to update such a recovery plan when the circumstances are different from theassumptions set out in the initial recovery plan and implement one or more of thearrangements or measures set out in the updated plan within a specific timeframe and in orderto ensure compliance with applicable requirements.

4.

In the circumstances under paragraph 3, the competent authority shall have the power totemporarily suspend redemption of asset-referenced tokens, provided that the suspension isjustified having regard to the interests of the holders of asset-referenced tokens and thefinancial stability.

4a.

Where applicable, the competent authority shall notify the resolution and prudential
supervisory authorities of the issuer of any measure taken according to paragraphs 3 and 4.

5.

EBA, after consultation of the ESMA, shall issue guidelines to specify the format of therecovery plan and the information to be contained in the recovery plan.

Article 42
Redemption Plan

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1.

Issuers of asset-referenced tokens shall draw up and maintain an operational plan to support
an orderly redemption of each asset-referenced tokens to be implemented upon a decision by
the competent authority where the issuer is unable or likely to be unable to comply with its
obligations, including in the case of insolvency or resolution, where applicable, or withdrawalof authorisation of the issuer without prejudice to the commencement of a crisis prevention
measure or crisis management measure as defined is Article 2(1), point (101) and (102) ofDirective 59/2014/EU or resolution measure as defined in Article 2, point (11) of Regulation(EU) 2021/23.

2.

The plan referred to in paragraph 1 shall demonstrate the ability of the issuer of assetreferenced tokens to carry out the redemption of outstanding asset-referenced tokens issued
without causing undue economic harm to their holders or to the stability of the markets of thereserve assets.
The plan shall include contractual arrangements, procedures and systems, including thedesignation of a temporary administrator according to the applicable law, to ensure theequitable treatment between all holders of asset-referenced tokens and that the holders ofasset-referenced tokens are paid in a timely manner with the proceeds from the sale of theremaining reserve assets.
The plan shall ensure the continuity of any critical activity performed by issuers or by any
third-party entities which are necessary for the orderly redemption.

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3.

The issuer of asset-referenced tokens shall notify the plan referred to in paragraph 1 to thecompetent authority within 6 months after authorisation, or of the date of issuing the assetreferenced tokens for the first time in accordance with Article 15a. The competent authority
shall require amendments where necessary to ensure a proper implementation of the planreferred to in paragraph 1 and notify its decision to the issuer within 40 working days. Anysuch request of the competent authority has to be implemented by the issuer within 40
working days. The plan shall be reviewed and updated regularly.

4.

Where applicable, the competent authority shall notify the resolution authority and prudential
supervisory authority of the issuer of the plan referred to in paragraph 1.
The resolution authority may examine the redemption plan with a view to identifying any
actions in the redemption plan which may adversely impact the resolvability of the issuer andmake recommendations to the competent authority with regard to those matters.

5.

EBA shall issue guidelines on(a)the content of the plan referred to in paragraph 1 and on the periodicity for review
taking into account the size, complexity, nature and business model of the assetreferenced token;(b)the triggers for implementation of the plan referred to in paragraph 1.

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TITLE IV
Electronic money tokens

Chapter 1
Requirements to be fulfilled by all issuers of electronic money tokens

Article 43
Requirements for the offer or admission to trading of e-money tokens
1.

No person shall within the Union offer electronic money tokens or seek admission to trading
on a trading platform for crypto-assets, unless that person is the issuer of such electronicmoney tokens and:(a)

is authorised as a credit institution, or as an ‘electronic money institution’ within themeaning of Article 2(1) of Directive 2009/110/EC; and(b)[moved down](c)publishes a crypto-asset white paper notified to the competent authority, in accordancewith Article 46.

1a.

E-money tokens shall be deemed to be ‘electronic money’ as defined in Article 2(2) ofDirective 2009/110/EC.
An e-money token which references a Union currency shall be deemed to be offered to the
public in the Union.

1b.

Title II and III of Directive 2009/110/EC shall apply with respect to e-money tokens unlessotherwise stated in this Title of this Regulation.

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2.

The potential offeror of e-money tokens shall notify its competent authority 40 working days
before the date on which it intends to issue e-money tokens.

2a.

Paragraph 1 shall not apply to to issuers of e-money tokens exempted in accordance with
Article 9(1) of Directive 2009/110/EC.

2b.

(a)

[deleted](b)[deleted]

Paragraph 1, 1a and 1b shall not apply to e-money tokens exempted in accordance with
Articles 1(4) and 1(5) of Directive 2009/110/EC.

2c.

In the cases referred to in paragraphs 2a and 2b, the issuers of electronic money tokens shallproduce a crypto-asset white paper and notify such crypto-asset white paper to the competentauthority in accordance with Article 46.

3.

Upon written consent from the issuer, other persons may offer or seek admission to trading of
the e-money tokens. Those entities shall comply with Articles 45 and 48.

Article 44
Issuance and redeemability of electronic money tokens
1.

By derogation of Article 11 of Directive 2009/110/EC, only the following requirements
regarding the issuance and redeemability of e-money tokens shall apply to issuers of e-money
tokens.

2.

Holders of e-money tokens shall be provided with a claim on the issuer of such e-money
tokens. Any e-money token that does not provide all holders with a claim shall be prohibited.

3.

Issuers of such e-money tokens shall issue e-money tokens at par value and on the receipt offunds.

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4.

Upon request by the holder of e-money tokens, the respective issuer must redeem, at any
moment and at par value, the monetary value of the e-money tokens held to the holders of emoney tokens in funds other than e-money.

5.

Issuers of e-money tokens shall prominently state the conditions of redemption in the cryptoasset white paper as referred to in Article 46 paragraph 2 subparagraph (d).

6.

Without prejudice to Article 41a, redemption shall not be subject to a fee.

7.

[deleted](a)[deleted](b)[deleted]

Article 45
Prohibition of interests
1.

By derogation to Article 12 of Directive 2009/110/EC, no issuer of e-money tokens shall
grant interest in relation to e-money tokens.

2.

When providing crypto-asset services related to e-money tokens, crypto-asset service
providers shall not grant interest.

3.

For the purposes of the application of the prohibition of interest of paragraphs 1 and 2, any
remuneration or any other benefit related to the length of time during which a holder of emoney tokens holds such e-money tokens, shall be treated as interest. This includes netcompensation or discount, with an equivalent effect of an interest received by the holder,directly from the issuer or through third parties, directly associated to the e-money token or
through the remuneration or pricing of other products.

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Article 46
Content and form of the crypto-asset white paper for electronic money tokens
1.

Before offering e-money tokens to the public in the EU or seeking an admission of such emoney tokens to trading on a trading platform, the issuer of e-money tokens shall publish acrypto-asset white paper on its website.

2.

The crypto-asset white paper referred to in paragraph 1 shall contain all the following
information as specified in Annex III:(a)an information about the issuer of e-money tokens;(aa) where applicable, identity of the person other than the issuer that offer or seek
admission to trading pursuant to Article 43(3) and the reason why that person offer orseek admission to trading;(b)

information about the e-money tokens(c)information about the offer to the public of e-money tokens or their admission to trading(d)information on the rights and obligations attached to the e-money tokens(e)the information on the underlying technology(f)information on the risks(g)information on principal adverse environmental and climate related impact of theconsensus mechanism used to issue the crypto-asset;(h)a clear risk warning that the crypto-asset is not covered by the investor compensation
schemes in accordance with Directive 97/9/EC of the European Parliament and of theCouncil;

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(ha) a clear risk warning that the crypto-asset is not covered by the deposit guarantee
schemes established in accordance with Directive 2014/49/EU of the European
Parliament and of the Council.
3.

All such information referred to in paragraph 2 shall be fair, clear and not misleading. The
crypto-asset white paper shall not contain material omissions and it shall be presented in a
concise and comprehensible form.

3a.

The crypto-asset white paper shall contain the following statement on the first page: "Thiscrypto-asset white paper has not been approved by any competent authority in any Member
State of the European Union. The issuer of the crypto-assets is solely responsible for thecontent of this crypto-asset white paper."

4.

The crypto-asset white paper shall also include a statement from the management body of theissuer of e-money confirming that the crypto-asset white paper complies with therequirements of this Title and specifying that, to their best knowledge, the information
presented in the crypto-asset white paper is correct and that there is no significant omission.

5.

The crypto-asset white paper shall include a summary, placed after the statement referred to in
the previous paragraph, which shall, in brief and non-technical language, provide key
information in relation to the offer to the public of e-money tokens or admission of such emoney tokens to trading, and in particular about the essential elements of the e-money tokens.
The summary shall be presented and laid out in easily understandable words and in a clear
and comprehensible form, using characters of readable size. The summary shall indicate that:(a)the holders of e-money tokens have a redemption right at any moment and at par value;(b)

the conditions of redemption.

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6.

The crypto-asset white paper shall contain the date of the notification.

6a.

The crypto-asset white paper shall contain a table of content.

7.

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.
If the crypto-asset is offered in another Member State, the crypto-asset white paper shall bedrawn up in an official language of the host Member State, or in a language customary in thesphere of international finance.

8.

The crypto-asset white paper shall be made available in machine readable formats.

8a.

ESMA, in cooperation with EBA, shall develop draft implementing technical standards toestablish standard forms, formats and templates for the purposes of paragraph 8.

8b.

ESMA shall submit those draft implementing technical standards to the Commission by[please insert date 12 months after entry into force].

8c.

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.

9.

The issuer of e-money tokens shall notify its draft crypto-asset white paper to the relevant
competent authority as referred to in Article 3(1) point (24)(b) at least 20 working days before
its date of its publication.
Relevant competent authorities shall not require an ex ante approval of a crypto-asset white
paper.

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10.

Any significant new factor, material mistake or material inaccuracy which is capable ofaffecting the assessment of the e-money token shall be described in a modified crypto-asset
white paper prepared by the issuer and notified to the relevant competent authority, in
accordance with paragraph 9.

10a. The relevant competent authority as referred to in Article 3(1) point (24)(b) shallcommunicate to ESMA, within 5 working days after receiving the information from theissuer, the information referred to in Article 91a(4) and the starting date of the intended offerto the public or intended admission to trading and of any change thereof.
ESMA shall make such information available in the register referred to in Article 91a on thestarting date of the offer to the public or admission to trading or in the case of a modified
crypto-asset white paper as soon as it is published.
10b. The relevant competent authority as referred to in Article 3(1) point (24)(b) shallcommunicate to ESMA the withdrawal of authorisation of the issuer of the e-money token.
10c ESMA, in cooperation with EBA, shall develop draft regulatory technical standards inaccordance with Article 10-14 of Regulation (EU) No 1095/2010 on the content,
methodologies and presentation of information referred to in letter (g) of paragraph 2 of this
Article in respect of the sustainability indicators in relation to adverse impacts on the climate
and other environment‐ related adverse impacts.
When developing the draft regulatory technical standards, ESMA shall consider the various
types of consensus mechanisms used to validate crypto-asset transactions, their incentive
structures and the use of energy, renewable energy and natural resources, the production ofwaste, and greenhouse gas emission ESMA shall update the regulatory technical standards inthe light of regulatory and technological developments.
ESMA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after the entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010

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Article 47
Liability of issuers of e-money tokens for the information given in a crypto-asset white paper
1.

Where an issuer, or its administrative, management or supervisory bodies have infringed
Article 46, by providing in its crypto-asset white paper or in a modified crypto-asset white
paper information which is not complete, fair or clear or by providing information which is
misleading, a holder of such e-money tokens may claim damages from that issuer of e-money
tokens or its management body for damage caused to her or him due to that infringement.
With regard to civil liability, as referred to in the previous subparagraph, any contractual
exclusion thereof shall be deprived of any legal effect.

2.

It shall be the responsibility of the holders of e-money tokens to present evidence indicatingthat the issuer of e-money tokens has infringed Article 46 and that such an infringement had
an impact on his or her decision to buy, sell or exchange the said e-money tokens.

3.

A holder of e-money tokens shall not be able to claim damages for the information provided
in a summary as referred to in Article 46(5), including the translation thereof, except where:(a)the summary is misleading, inaccurate or inconsistent when read together with the otherparts of the crypto-asset white paper;(b)

the summary does not provide, when read together with the other parts of the cryptoasset white paper, key information in order to aid consumers and investors when
considering whether to purchase such e-money tokens.

4.

This Article does not exclude further civil liability claims in accordance with national law.

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Article 48
Marketing communications
1.

Any marketing communications relating to an offer of e-money tokens to the public, or to theadmission of such e-money tokens to trading on a trading platform for crypto-assets, shallcomply with all of the following:(a)the marketing communications shall be clearly identifiable as such;(b)

the information in the marketing communications shall be fair, clear and not misleading;(c)the information in the marketing communications shall be consistent with theinformation in the crypto-asset white paper;(d)the marketing communications shall clearly state that a crypto-asset white paper has
been published and indicate the address of the website of the issuer of the e-money
tokens.

2.

The marketing communications shall contain a clear and unambiguous statement that all theholders of the e-money tokens have a redemption right at any time and at par value on theissuer.

3.

Competent authorities shall not require an ex ante approval of any marketing
communications.
Marketing communications and the respective modifications shall be published on the issuer’s
website.
The marketing communications shall be notified to the relevant competent authority uponrequest.
Prior to the publication of the white paper no marketing communications can be disseminated.
Such restriction does not affect the ability of the issuer to conduct market soundings.

Article 49
Investment of funds received in exchange of e-money tokens
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Funds received by issuers of e-money tokens in exchange of e-money tokens and safeguarded inaccordance with Article 7(1) of Directive 2009/110/EC shall be:(a)invested in secure, low-risk assets denominated in the same currency as the one referenced by
the e-money token that qualify as highly liquid financial instruments with minimal market
risk, credit risk and concentration risk, in accordance with Article 34(1) of this Regulation,
and

(b)

deposited in a separate account in a credit institution.

In any case, at least 30% of the funds received shall always be deposited in a separate account in a
credit institution.

Article 49a
Recovery and redemption plan

Articles 41a and 42 shall apply to issuers of e-money tokens.

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Chapter 2
Significant e-money tokens

Article 50
Classification of e-money tokens as significant e-money tokens
1.

The EBA shall classify e-money tokens as significant e-money tokens on the basis of thecriteria referred to in Article 39(1), as specified in accordance with Article 39(6), and where atleast the same three of the following criteria are met in either in the first report following theauthorization, as referred to in paragraph 2, or in at least two consecutive reports.

2.

Competent authorities of the issuer’s home Member State shall provide the EBA and the ECB
with information on the criteria referred to in Article 39(1) of this Article and specified inaccordance with Article 39(6) on at least a biannual basis.
Where the issuer is established in a Member State the currency of which is not the euro, or
where a currency that is not the euro is referenced by the e-money token, competentauthorities shall transmit the information referred to in the previous subparagraph to thecentral bank of that Member State.

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3.

Where the EBA is of the opinion that the e-money token meets the criteria referred to in
Article 39(1), as specified in accordance with Article 39(6), the EBA shall prepare a draft
decision to that effect and notify that draft decision to the issuer of that e-money token and thecompetent authority of the issuer’s home Member State, to the ECB and to central bank as
referred to in paragraph 2.
The EBA shall give 20 working days, to issuer of such e-money token, the competentauthorities, the ECB and the central bank as referred to in the second subparagraph ofparagraph 2, to provide observations and comments in writing prior the adoption of its final
decision. The EBA shall duly consider those observations and comments.

4.

The EBA shall take its final decision on whether an e-money token is a significant e-money
token within 60 working days after the notification referred to in paragraph 3 and immediately
notify the issuers of such e-money tokens and their competent authorities thereof.

5.

The supervisory responsibilities on issuers of significant e-money tokens shall be transferredto the EBA in accordance with Article 98(4), 20 working days after the notification of thedecision referred to in paragraph 4.
The EBA and the competent authority concerned shall cooperate in order to ensure thesmooth transition of supervisory competences.

5a.

As a derogation of paragraph 5, the supervisory responsibilities of the issuers of significant emoney tokens denominated in an official currency of the EU other than the euro, where atleast 80% of the number of holders and of the volume of transactions of the significant emoney tokens are concentrated in the home Member State shall not be transferred to the EBA.
The competent authority of the issuer home Member State shall provide the EBA withinformation on the application of the derogation criteria referred to in the first subparagraph,on a yearly basis.
For the purpose of the first sub-paragraph a transaction shall be considered to take place in thehome Member State when the payer or the payee are established in the home Member State.

5b.

EBA shall assess yearly the eligibility of the e-money token under its supervision on the basisof information provided by the issuers.

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Where the EBA is of the opinion that e-money token no longer meet the criteria referred to inparagraph 1, as specified in accordance with paragraph 6, the EBA shall prepare a draft
decision to that effect and notify that draft decision to the issuers of those e-money tokens andthe competent authority of the issuer’s home Member State, to the ECB and to central bank as
referred to in paragraph 2.
The EBA shall give issuers of such e-money token, their competent authorities, the ECB andthe central bank referred in the second sub-paragraph 20 working days to provide
observations and comments in writing prior the adoption of its final decision. The EBA shall
duly consider those observations and comments.
4d.

The EBA shall take its final decision on whether an e-money token is no longer a significant
e-money token within 60 working days after receiving the information referred to inparagraph 5a and immediately notify the issuers of such e-money token and their competentauthorities thereof.

4e.

The supervisory responsibilities on issuers of significant e-money token shall be transferred tothe competent authority of the home Member State 20 working days after the notification of
the decision referred to in paragraph 5b.
The EBA and the competent authority concerned shall cooperate in order to ensure thesmooth transition of supervisory competences.

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Article 51
Voluntary classification of e-money tokens as significant e-money tokens
1.

An issuer of e-money tokens, authorised as a credit institution or as an ‘electronic money
institution’ as defined in Article 2(1) of Directive 2009/110/EC or applying for such
authorisation, may indicate that they wish to classify their e-money tokens as significant emoney tokens. In that case, the competent authority shall immediately notify the request fromthe issuer or applicant issuer to EBA.
For the e-money tokens to be classified as significant, the issuer or applicant issuer of emoney tokens shall demonstrate, through a detailed programme of operations, that it is likely
to meet at least three criteria referred to in Article 39(1), as specified in accordance with
Article 39(6).

2.

Where, on the basis of the programme of operation, the EBA is of the opinion that the emoney tokens meet the criteria referred to in Article 39(1), as specified in accordance with
Article 39(6), the EBA shall prepare a draft decision to that effect and notify that draft
decision to the competent authority of the issuer or applicant issuer’s home Member State, tothe ECB and to the central bank as referred to in Article 50(2) 2nd subparagraph.
The EBA shall give the entities referred in the first sub paragraph the opportunity to provide
observations and comments in writing prior the adoption of its final decision. The EBA shall
duly consider those observations and comments.

3.

Where, on the basis of the programme of operation, the EBA is of the opinion that the emoney tokens do not meet the criteria referred to in Article 39(1), as specified in accordancewith Article 39(6), the EBA shall prepare a draft decision to that effect and notify that draft
decision to competent authority of the issuer or applicant issuer’s home Member State, to the
ECB and to the central bank as referred to in Article 50(2).
The EBA shall give the entities referred in the first sub paragraph the opportunity to provide
observations and comments in writing prior the adoption of its final decision. The EBA shall
duly consider those observations and comments.

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4.

The EBA shall take its final decision on whether an e-money token is a significant e-money
token within 60 working days after the notification referred to in paragraph 1 and immediately
notify the issuers or applicant issuer of such e-money tokens and their competent authorities
thereof. The decision shall be immediately notified to the issuer or applicant issuer of emoney tokens and to the competent authority of its home Member State.

5.

The supervisory responsibilities on issuers of e-money tokens shall be transferred to the EBA
in accordance with Article 98(4), 20 working days after the notification of the decisionreferred to in paragraph 4.
The EBA and the competent authority concerned shall cooperate in order to ensure thesmooth transition of supervisory competences.

5a.

As a derogation of paragraph 5 the supervisory responsibilities of the issuers of significant emoney tokens denominated in an official currency of the EU other than the euro, where atleast 80% of the number of holders and of the volume of transactions of the significant emoney tokens are expected to be concentrated in the home Member State shall not betransferred to the EBA.
The competent authority of the issuer home Member State shall provide the EBA withinformation on the application of the derogation criteria referred to in the first subparagraph,on a yearly basis.
For the purpose of the first sub-paragraph a transaction shall be considered to take place in thehome Member State when the payer or the payee are established in the home Member State.

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Article 52
Specific additional obligations for issuers of e-money tokens
E-money institutions issuing significant e-money tokens, shall apply the following requirements:(a)

Articles 32, 33, 34 and Article 41, paragraphs 1, 2, 3 and 3a of this Regulation, insteadof Article 7 of Directive 2009/110/EC;(b)[moved above](c)

Articles 30(6a), 31(2), 31(3), 31(3b) and 41(4) of this Regulation, instead of Article 5 ofDirective 2009/110/EC;(d)2[deleted]

Competent authorities of the home Member States may require e-money institutions issuing emoney tokens which are not significant, to comply with any requirement provided inparagraph 1 where necessary to address risks that those provisions aim to address, such as
liquidity risks, operational risks, or risks arising from non-compliance with requirements for
management of reserve of assets.

3.

Articles 19a, 19b and 20(1b) are applicable to e-money tokens denominated in a currency
which is not an official currency of an EU Member State.

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TITLE V
Authorisation and operating conditions for Crypto-Asset Service providers

Chapter 1
Authorisation of crypto-asset service providers

Article 53
Authorisation1.

No person shall, within the Union, provide crypto-asset services unless it is a legal person orother undertaking that has been authorised as crypto-asset service provider in accordance with
Article 55 or it is a credit institution, central securities depository, investment firm, market
operator, e-money institution, a management company of UCITS, or an alternative investment
fund that is allowed to provide crypto-asset services in accordance with Article 53a.
Crypto-asset service providers authorised in accordance with Article 55 shall have aregistered office in a Member State of the Union where they carry out at least part of theircrypto-assets services. They shall have the place of effective management in the Union and at
least one of the directors shall be resident in the EU.
Crypto-asset services may be provided by undertakings that are not legal persons only if theirlegal status ensures a level of protection for third parties’ interests equivalent to that affordedby legal persons and they are subject to equivalent prudential supervision appropriate to theirlegal form.
Crypto-asset service providers authorised in accordance with Article 55 shall, at all times,
meet the conditions for their authorisation.
A person who is not a crypto-asset service provider shall not use a name, or a corporate name,or issue marketing communications or use any other process suggesting that he or she is a
crypto-asset service provider or that is likely to create confusion in that respect.

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2.

Competent authorities that grant an authorisation under Article 55 shall ensure that such
authorisation specifies the crypto-asset services that crypto-asset service providers areauthorised to provide.

3.

Crypto-asset service provider shall be allowed to provide crypto-asset services throughout theUnion, either through the right of establishment, including through a branch, or through thefreedom to provide services.
Crypto-asset service providers that provide crypto-asset services on a cross-border basis shallnot be required to have a physical presence in the territory of a host Member State.

4.

Crypto-asset service providers seeking to add crypto-asset services to their authorisation inaccordance with Article 55 shall request the competent authorities that granted theauthorisation for an extension of their authorisation by complementing and updating theinformation referred to in Article 54. The request for extension shall be processed inaccordance with Article 55.

Article 53a
Provision of crypto-asset services by authorised credit institutions, central securities depositories,
investment firms, market operators, e-money institutions, management companies of UCITS andalternative investment fund managers
1.

A credit institution may provide crypto-asset services if it notifies the competent authority of
the home Member State, at least 40 working days before providing those services for the firsttime, with the information specified in paragraph 6.

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1a.

A central securities depository authorized under Regulation 909/2014/EU, may only provide
the service of custody and administration of crypto-assets on behalf of third parties, if it
notifies the competent authority of the home Member State, at least 40 working days before
providing this service for the first time, with the information specified in paragraph 6.
For the purpose of the above paragraph, the crypto-asset service defined in Article 3(1), point(10), of this Regulation is deemed equivalent to the service of ‘providing, maintaining or
operating securities accounts in relation to the settlement service referred to in Section B of
the Annex of Regulation 909/2014/EU.

2.

An investment firm may provide crypto-asset services in the EU equivalent to the investment
services and activities for which it is specifically authorised under Directive 2014/65/EU if it
notifies the competent authority of the home Member State, at least 40 working days before
providing those services for the first time, with the information specified in paragraph 6.
For the purpose of paragraph 2:(-a) the crypto-asset service defined in Article 3(1), point (10), of this Regulation are
deemed to be equivalent to the ancillary service referred to in point (1) of Section B of
Annex I to Directive 2014/65/EU;(a)the crypto-asset services defined in Article 3(1), point (11), of this Regulation are
deemed to be equivalent to the investment activities referred to in points (8) and (9) of
Section A of Annex I to Directive 2014/65/EU;(b)

the crypto-asset services defined in Article 3(1), points (12) and (13), of this Regulation
are deemed to be equivalent to the investment services referred to in point (3) of Section
A of Annex I to Directive 2014/65/EU;

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(c)

the crypto-asset services defined in Article 3(1), point (14), of this Regulation are
deemed to be equivalent to the investment services referred to in point (2) of Section Aof Annex I to Directive 2014/65/EU;(d)the crypto-asset services defined in Article 3(1), point (15), of this Regulation are
deemed to be equivalent to the investment services referred to in points (6) and (7) of
Section A of Annex I to Directive 2014/65/EU;(e)

the crypto-asset services defined in Article 3(1), point (16), of this Regulation are
deemed to be equivalent to the investment services referred to in point (1) of Section Aof Annex I to Directive 2014/65/EU;(f)

the crypto-asset services defined in Article 3(1), point (17), of this Regulation are
deemed to be equivalent to the investment services referred to in points (5) of Section Aof Annex I to Directive 2014/65/EU;(g)

the crypto-asset services defined in Article 3(1), point (17a), of this Regulation are
deemed to be equivalent to the investment services referred to in point (4) of Section Aof Annex I to Directive 2014/65/EU.

3.

An electronic money institution authorised under Directive 2009/110/EC may only provide
the crypto-asset services "custody and administration of crypto-assets on behalf of third
parties" and "providing transfer services for crypto-assets on behalf of third parties" withregard to the e-money tokens it issues, if it notifies the respective competent authority, at least
40 working days before providing those services for the first time, with the information
specified in paragraph 6.

4.

A management company of a UCITS or an alternative fund investment manager may provide
crypto-asset services in the EU equivalent to the management of portfolios of investment andnon-core services for which it is authorised under Directive 2009/65/EC or Directive
2011/61/EU to provide non-core services and if it notifies the competent authority of thehome Member State, at least 40 working days before providing those services for the firsttime, with the information specified in paragraph 6.

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For the purpose of paragraph 4:(a)the crypto-asset services defined in Article 3(1), point (16), of this Regulation are
deemed to be equivalent to the non-core service referred in Article 6(4), point (b) subpoint (iii) of Directive 2011/61/EU;(b)

the crypto-asset services defined in Article 3(1), point (17), of this Regulation are
deemed to be equivalent to the non-core service referred in Article 6(4), point (b) subpoint (i) of Directive 2011/61/EU and Article 6(3), point (b) sub-point (i) of Directive
2009/65/EC;(c)

the crypto-asset services defined in Article 3(1), point (17a), of this Regulation are
deemed to be equivalent to the service referred in Article 6(4), point (a) of Directive
2011/61/EU and Article 6(3), point (a) of Directive 2009/65/EC.

5.

A market operator authorised under Directive 2014/65/EU may operate a trading platform for
crypto-assets defined in Article 3(1), point (11), if it notifies the competent authority of thehome Member State, at least 40 working days before providing that service for the first time,with the information specified in paragraph 6.

6.

For the purpose of paragraphs 1 to 5 the following information shall be notified:(a)a programme of operations setting out the types of crypto-asset services that theapplicant crypto-asset service provider wishes to provide, including where and how
these services are to be marketed;(b)a description of the internal control mechanism, policies and procedures to ensurecompliance with the national measures transposing Directive (EU) 2015/849, risk
assessment framework, including for the management of ML/TF risks, and business
continuity plan.

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(d)

a description of the procedure for the segregation of client’s crypto-assets and funds;(e)where there is the intention to ensure the custody and administration of crypto-assets onbehalf of third parties, a description of the custody policy;(f)where there is the intention to operate a trading platform for crypto-assets, a descriptionof the operating rules of the trading platform and of the procedures and system to detectmarket abuse;(g)where there is the intention to exchange crypto-assets for funds or crypto-assets forother crypto-assets, a description of the non-discriminatory commercial policy
governing the relationship with clients as well as a description of the methodology for
determining the price of the crypto-assets they propose for exchange against funds orother crypto-assets;(h)where there is intention to execute orders for crypto-assets on behalf of third parties, adescription of the execution policy;(j)where there is intention to provide advice or portfolio management, proof that thenatural persons giving advice on behalf of the applicant crypto-asset service provider ormanaging portfolios on behalf of the applicant crypto-asset provider have the necessary
knowledge and expertise to fulfil their obligations;(m) the type of crypto-assets (asset-references tokens, e-money tokens and/or other cryptoassets) to which the crypto-asset service will relate.

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6a.

Competent authorities receiving the notification as refer to in paragraph 1 to 5, shall within 20
working days of receipt of such information, assess whether all required information has been
provided. They shall immediately inform the entities referred to in paragraphs 1 to 5 when
they conclude some information is missing and thus that the notification is not complete.
Where the information is not complete, they shall set a deadline by which the entities referred
to in paragraphs 1 to 5 are to provide any missing information.
The deadline for providing any missing information should not exceed 20 working days. For
that period, the period under paragraphs 1 to 5 shall be suspended. Any further requests by thecompetent authorities for completion or clarification of the information shall be at theirdiscretion but shall not result in a suspension of the period under paragraphs 1 to 5.
The crypto-asset service provider shall not start providing the crypto-asset services where thenotification is incomplete.
Entities referred to in paragraphs 1 to 5 shall not be required to submit the information underparagraph 6 which was previously submitted to the competent authority where suchinformation would be identical.
When submitting the information under paragraph 6, the entities referred to in paragraphs 1 to
5 shall explicitly state that the information not resubmitted is still up to date.

7.

Where providing crypto-asset services the credit institution, central securities depositary,investment firm, market operator, electronic money institution, alternative investment funds
manager and management company referred to in paragraphs 1 to 5 shall not be subject to
Articles 54, 55, 56, 60, 74 and 75.

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9.

The right referred to in paragraphs 1 to 5 shall be revoked upon the withdrawal of theauthorisation which enabled the credit institution, central securities depository, investment
firm, electronic money institution, alternative investment funds manager, managementcompany and market operator to provide crypto-asset services without an authorisation
pursuant to Article 53.

9a.

The competent authority shall communicate to ESMA the information specified in Article
91a(5) and the starting date of the intended provision of crypto-asset services and of any
change thereof after verifying the completeness of the information received in paragraph 6.
ESMA shall make such information available in the register referred to in Article 91a on thestarting date of the provision of crypto-asset services.

10.

ESMA shall, in close cooperation with EBA, develop draft regulatory technical standards tospecify the information that a notification shall contain, in accordance with paragraph 6.
ESMA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after the entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010.

11.

The ESMA shall, in close cooperation with EBA, develop draft implementing technicalstandards to establish standard forms, templates and procedures for the notification fromparagraph 6.
The ESMA shall submit those draft implementing technical standards to the Commission by[please insert date 12 months after the entry into force].
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.

Article 53b
Provision of services at the exclusive initiative of the client

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1.

Where a client established or situated in the Union initiates at its own exclusive initiative theprovision of a crypto-asset service or activity by a third‐ country firm, the requirement for
authorisation under Article 53 shall not apply to the provision of that service or activity by thethird‐ country firm to that person, including a relationship specifically relating to theprovision of that service or activity.
Without prejudice to intragroup relationships, where a third‐ country firm, including throughan entity acting on its behalf or having close links with such third‐ country firm or any otherperson acting on behalf of such entity, solicits clients or potential clients in the Union,
regardless of the means of communication used for solicitation, promotion or advertising in
the Union, it shall not be deemed to be a service provided at the own exclusive initiative of
the client.
The second subparagraph shall apply regardless of any contractual clause or disclaimer
purporting to state otherwise, including any clause or disclaimer that the third country firm
will be deemed to respond to the exclusive initiative of the client.

2.

An initiative by a client as referred to in paragraph 1 shall not entitle the third‐ country firm
to market new categories of crypto-assets or crypto-asset services to that client otherwise thantrough authorisation in accordance with Article 53.

3.

ESMA shall develop by [18 months after date of entry into force] guidelines to specify whena third country firm is deemed to solicit clients established or situated in the Union.
In order to foster convergence and promote consistent supervision with regard to this risk ofthis Article circumvention, ESMA shall also issue guidelines on supervision practices todetect and prevent circumventions of this Article.

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Article 54
Application for authorisation
1.

Legal persons and other undertakings that intend to provide crypto-asset services shall apply
for authorisation as a crypto-asset service provider to the competent authority of their home
Member State.

2.

The application referred to in paragraph 1 shall contain all of the following:(a)the name, including the legal name and any other commercial name to be used, the legal
entity identifier of the applicant crypto-asset service provider, the website operated bythat provider, a contact email address, a contact telephone number and its physicaladdress;(b)

the legal form of the applicant crypto-asset service provider;(c)the articles of association of the applicant crypto-asset service provider;(d)a programme of operations setting out the types of crypto-asset services that theapplicant crypto-asset service provider wishes to provide, including where and how
these services are to be marketed;(e)a description of the applicant crypto-asset service provider’s governance arrangements;(f)proof that members of the management body of the applicant crypto-asset service
provider are of sufficiently good repute and possess appropriate knowledge, skills andexperience to manage that provider;

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(g)

the identities of any natural or legal persons that have qualifying holdings in theapplicant crypto-asset service provider, and the amounts of those holdings, as well as
proof that those persons are of good repute;(h)a description of the applicant crypto-asset service provider’s internal control
mechanism, policies, controls and procedures to identify, assess and manage risks,
including ML/TF risks, and business continuity plan;(i)the technical documentation of the IT systems and security arrangements, and a
description in non-technical language;(j)

proof that the applicant crypto-asset service provider meets the prudential safeguards inaccordance with Article 60;(k)a description of the applicant crypto-asset service provider’s procedures to handle
complaints from clients;(l)a description of the procedure for the segregation of client’s crypto-assets and funds;(m) where the applicant crypto-asset service provider intends to operate a trading platform
for crypto-assets, a description of the operating rules of the trading platform and of theprocedure and system to detect market abuse;(n)where the applicant crypto-asset service provider intends to ensure the custody andadministration of crypto-assets on behalf of third parties, a description of the custody
policy;(o)where the applicant crypto-asset service provider intends to operate a trading platform
for crypto-assets, a description of the operating rules of the trading platform;

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(p)

where the applicant crypto-asset service provider intends to exchange crypto-assets forfunds or crypto-assets for other crypto-assets, a description of the non-discriminatory
commercial policy governing the relationship with clients as well as a description of themethodology for determining the price of the crypto-assets they propose for exchange
against funds or other crypto-assets;(q)where the applicant crypto-asset service provider intends to execute orders for cryptoassets on behalf of third parties, a description of the execution policy;(r)where the applicant crypto-asset service provider intends to provide advice or portfolio
management, proof that the natural persons giving advice on behalf of the applicant
crypto-asset service provider or managing portfolios on behalf of the applicant cryptoasset provider have the necessary knowledge and expertise to fulfil their obligations;(rb) where the applicant crypto-asset service provider intends to provide transfer services forcrypto-assets on behalf of third parties, information on the manner in which suchtransfer services will be provided;(v)

the type of crypto-assets to which the crypto-asset service will relate;(y)a description of the applicant crypto-asset service provider’s internal control
mechanisms, including policies and procedures to comply with the obligations inrelation to AML/CFT under Directive (EU) 2015/849 of the European Parliament and of
the Council.

2a.

For the purposes of paragraph 2, point (f) and (g), applicant crypto-asset service provider shallprovide proof of all of the following:(a)for all the members of the management body, the absence of a criminal record in respectof convictions or the absence of relevant penalties under national rules in force in thefields of commercial law including insolvency law, financial services legislation, antimoney laundering legislation, legislation countering the financing of terrorism, fraud, or
professional liability;

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(b)

that the members of the management body of the applicant crypto-asset service provider
collectively possess sufficient knowledge, skills and experience to manage the cryptoasset service provider and that those persons are required to commit sufficient time toperform their duties;(ba) for all natural or legal persons that have qualifying holdings in the applicant cryptoasset service provider the absence of a criminal record in respect of convictions or theabsence of relevant penalties under national rules in force in the fields of commercial
law including insolvency law, financial services legislation, anti-money laundering
legislation, legislation countering the financing of terrorism, fraud, or professional
liability;
3.

Competent authorities shall not require an applicant crypto-asset service provider to provide
any information they have already received pursuant to Directive 2009/110/EC, Directive
2014/65/EU, Directive 2015/2366/EU or national law applicable to crypto-asset services prior
to the entry into force of this Regulation, provided that such information or documents arestill up-to-date and are accessible to the competent authorities.

4.

The ESMA shall, in close cooperation with EBA, develop draft regulatory technical standards
to specify the information that an application shall contain, in accordance with paragraph 2.
The ESMA shall submit those draft regulatory technical standards to the Commission by[please insert date 12 months after the entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010.

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5.

The ESMA shall, in close cooperation with EBA, develop draft implementing technicalstandards to establish standard forms, templates and procedures for the application forauthorisation.
The ESMA shall submit those draft implementing technical standards to the Commission by[please insert date 12 months after the entry into force].
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.

Article 55
Assessment of the application for authorisation and grant or refusal of authorisation
1.

Competent authorities shall acknowledge receipt of the applications under Article 54(1)promptly, and in any event within 5 working days following receipt thereof, in writing to theapplicant crypto-asset service provider.

1a.

The competent authority shall, within 25 working days of receipt assess whether thatapplication is complete by checking that the information listed in Article 54(2) has been
submitted. Where the application is not complete, the authorities shall set a deadline by which
the applicant crypto-asset service providers are to provide the missing information.

2.

Competent authorities may refuse to review applications where such applications remain
incomplete after the deadline referred to in paragraph 1a.

3.

Once an application is complete, competent authorities shall promptly notify the applicant
crypto-asset service provider thereof.

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4.

Before granting or refusing an authorisation as a crypto-asset service provider, competentauthorities shall consult the competent authorities of another Member State in any of thefollowing cases:(a)the applicant crypto-asset service provider is a subsidiary of a crypto-asset service
provider, a credit institution, a central securities depository, an investment firm, amarket operator, a management company, an alternative fund manager, a payment
institution, an insurance undertaking, an e-money institution or institution foroccupational retirement provision authorised in that other Member State;(b)the applicant crypto-asset service provider is a subsidiary of the parent undertaking of acrypto-asset service provider, a credit institution, a central securities depository, aninvestment firm, a market operator, a management company, an alternative fundmanager, a payment institution, an insurance undertaking, an e-money institution or
institution for occupational retirement provision authorised in that other Member State;(c)the applicant crypto-asset service provider is controlled by the same natural or legal
persons who control a crypto-asset service provider, a credit institution, a central
securities depository, an investment firm, a market operator, a management company,
an alternative fund manager, a payment institution, an insurance undertaking, an emoney institution or institution for occupational retirement provision authorised in that
other Member State.

40a. To verify that the applicant has not been subject of an investigation, competent authorities
may consult the AML/CFT competent authorities and the FIU before granting or refusing an
authorisation as a crypto-asset service provider.
4a.

Before granting or refusing an authorisation as a crypto-asset service provider that operates
establishments or relies on third parties established in high-risk third countries identified inaccordance with Article 9 of Directive (EU) 2015/849, competent authorities shall ensure thatthe applicant crypto-asset service provider complies with national provisions transposing
Articles 26(2), 45(3) and 45(5) of that Directive.

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4b.

Before granting or refusing an authorisation as a crypto-asset service provider, competentauthorities shall ensure, where appropriate, that the applicant crypto-asset service providers
have put in place appropriate procedures to comply with the national provisions transposing
Article 18a(1) of Directive (EU) 2015/849, and in addition, complies with the national
provisions transposing Article 18a(3) of Directive (EU) 2015/849.

4c.

Where close links exist between the crypto-asset service provider and other natural or legal
persons, the competent authority shall grant authorisation only if those links do not preventthe effective exercise of the supervisory functions of the competent authority.

4e.

The competent authority shall refuse authorisation if the laws, regulations or administrative
provisions of a third country governing one or more natural or legal persons with which thecrypto-asset service provider has close links, or difficulties involved in their enforcement,
prevent the effective exercise of its supervisory functions.

5.

Competent authorities shall, within 40 working days from the date of receipt of a complete
application, assess whether the applicant crypto-asset service provider complies with therequirements of this Title and shall adopt a fully reasoned decision granting or refusing an
authorisation as a crypto-asset service provider. It shall notify the applicant of its decision
within 5 days of the date of that decision. That assessment shall take into account the nature,scale and complexity of the crypto-asset services that the applicant crypto-asset service
provider intends to provide.

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Competent authorities shall refuse authorisation where there are objective and demonstrable
grounds that:(a)the management body of the applicant crypto-asset service provider poses a threat to its
effective, sound and prudent management and business continuity, and to the adequate
consideration of the interest of its clients and the integrity of the market, or exposes thecrypto-asset service provider to a serious risk of ML/TF;(aa) the members of the management body do not meet the criteria set out in Article 61(1),first subparagraph;(ab) the natural or legal persons that have qualifying holdings do not meet the criteria ofsufficiently good repute set out in Article 61(2), first subparagraph;(b)
5a.

the applicant fails to meet or is likely to fail to meet any requirements of this Title.

ESMA and EBA shall jointly develop guidelines on the assessment of the suitability of themembers of the management body of the crypto-asset service provider and of the natural or
legal persons that have qualifying holdings in the crypto-asset service provider.
ESMA and EBA shall develop the guidelines referred to in subparagraph 1 within 12 months
from the date of entry into force of this Regulation.

5a.

The competent authorities may, during the assessment period under paragraph 5, and no later
than on the 20th working day of that period, request any further information that is necessary
to complete the assessment. Such request shall be made in writing to the applicant cryptoasset service provider and shall specify the additional information needed.

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The assessment period under paragraph 5 shall be suspended for the period between the dateof request for information by the competent authorities and the receipt of a response thereto
by the applicant crypto-asset service provider. The suspension shall not exceed 20 working
days. Any further requests by the competent authorities for completion or clarification of theinformation shall be at their discretion but shall not result in a suspension of the assessment
period.
6.

Competent authorities shall inform ESMA of all authorisations granted under this Article, allrefusals of authorisations and all the information referred to in Article 91a(5). ESMA shallmake available in the register referred to in Article 91a the information on the successful
applications.

7.

[deleted]

Article 56
Withdrawal of authorisation
1.

Competent authorities shall withdraw the authorisation in any of the following situations if thecrypto-asset service provider:(a)has not used its authorisation within 12 months of the date of granting of theauthorisation;(b)

has expressly renounced to its authorisation;(c)has not provided crypto-asset services for nine successive months;(d)has obtained its authorisation by irregular means, including making false statements in
its application for authorisation;(e)no longer meets the conditions under which the authorisation was granted and has nottaken the remedial actions requested by the competent authority within a set-time frame;(ea) fails to have in place effective systems, procedures and arrangements to detect andprevent money laundering and terrorist financing in accordance with Directive (EU)2015/849;

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(f)

has seriously infringed this Regulation, including the provisions relating to theprotection of holders of crypto-assets or clients of crypto-asset service providers, ormarket integrity.

2.

Competent authorities shall have the power to withdraw authorisations in any of the following
situations:(a)the crypto-asset service provider have infringed national law transposing Directive (EU)2015/849 in respect of money laundering or terrorist financing;(b)

the crypto-asset service provider has lost its authorisation as a payment institution inaccordance with Article 13 of Directive (EU) 2015/2366 or its authorisation as anelectronic money institution granted in accordance with Title II of Directive
2009/110/EC and that crypto-asset service provider has failed to remedy the situation
within 40 calendar days.

3.

Where a competent authority withdraws an authorisation, the competent authority shall notify
ESMA and the single contact points of the host Member States without undue delay. ESMA
shall make such information available in the register referred to in Article 91a.

4.

Competent authorities may limit the withdrawal of authorisation to a particular service.

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5.

Before withdrawing the authorisation, competent authorities shall consult the competentauthority of another Member State where the crypto-asset service provider concerned is:(a)a subsidiary of a crypto-asset service provider authorised in that other Member State;(b)a subsidiary of the parent undertaking of a crypto-asset service provider authorised inthat other Member State;(c)controlled by the same natural or legal persons who control a crypto-asset service
provider authorised in that other Member State.

5a.

Before withdrawing the crypto-asset service provider’s authorisation, competent authorities
may consult the authority charged with supervising compliance of the crypto-asset service
provider with AML/CFT rules.

6.

The EBA, ESMA and any competent authority of a host Member State may at any time
request that the competent authority of the home Member State examines whether the cryptoasset service provider still complies with the conditions under which the authorisation was
granted, when there are grounds to believe it may no longer be the case.

7.

Crypto-asset service providers shall establish, implement and maintain adequate procedures
ensuring the timely and orderly transfer of the clients’ crypto-assets and funds to anothercrypto-asset service provider when an authorisation is withdrawn.

Article 57[deleted]

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Article 58
Cross-border provision of crypto-asset services
1.

Crypto-asset service providers that intend to provide crypto-asset services in more than one
Member State, shall submit the following information to the competent authority of the home
Member State:(a)a list of the Member States in which the crypto-asset service provider intends to provide
crypto-asset services;(b)the starting date of the intended provision of the crypto-asset services;(c)a list of all other activities provided by the crypto-asset service provider not covered bythis Regulation.

(d)2.

the crypto-asset services that it intends to provide on a cross-border basis.

The competent authority of the home Member State shall, within 10 working days of receiptof the information referred to in paragraph 1 communicate that information to the single pointof contact of the host Member States, to ESMA and to the EBA. ESMA shall make suchinformation available in the register referred to in Article 91a.

3.

The competent authority of the Member State which granted authorisation shall inform thecrypto-asset service provider concerned of the communication referred to in paragraph 2
without delay.

4.

Crypto-asset service providers may start to provide crypto-asset services in a Member Stateother than their home Member State from the date of the receipt of the communicationreferred to in paragraph 3 or at the latest 15 calendar days after having submitted theinformation referred to in paragraph 1.

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Chapter 2
Obligation for all crypto-asset service providers

Article 59
Obligation to act honestly, fairly and professionally in the best interest of clients and information toclients1.

Crypto-asset service providers shall act honestly, fairly and professionally in accordance withthe best interests of their clients and potential clients.

2.

Crypto-asset service providers shall provide their clients with fair, clear and not misleading
information, including in marketing communications, which shall be identified as such.
Crypto-asset service providers shall not, deliberately or negligently, mislead a client inrelation to the real or perceived advantages of any crypto-assets.

3.

Crypto-asset service providers shall warn clients of risks associated with transactions incrypto-assets.
When providing services referred to in Article 3(1), point 11, 12, 13, 17 or 17a, crypto-asset
service providers shall provide the clients with hyperlinks to any crypto-asset white papers forthe crypto-assets in relation to which they are providing the services.

4.

Crypto-asset service providers shall make their pricing, costs and fee policies publicly
available, in a prominent place on their website.

4a.

Crypto-asset service providers shall make publicly available, in a prominent place on theirwebsite, information related to principal adverse environmental and climate-related impact of
the consensus mechanism used to issue each crypto-asset in relation to which they provide
services. This information may be taken from the crypto-asset white papers.

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4b.

ESMA, in cooperation with EBA, shall develop draft regulatory technical standards inaccordance with Article 10-14 of Regulation (EU) No 1095/2010 on the content,
methodologies and presentation of information referred to in paragraph 4a of this Article inrespect of the sustainability indicators in relation to adverse impacts on the climate and otherenvironment‐ related adverse impacts.
When developing the draft regulatory technical standards, ESMA shall consider the various
types of consensus mechanisms used to validate crypto-asset transactions, their incentive
structures and the use of energy, renewable energy and natural resources, the production ofwaste, and greenhouse gas emission. ESMA shall update the regulatory technical standards inthe light of regulatory and technological developments.
ESMA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after the entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010.

Article 60
Prudential requirements
1.

Crypto-asset service providers shall, at all times, have in place prudential safeguards equal toan amount of at least the higher of the following:(a)the amount of permanent minimum capital requirements indicated in Annex IV,
depending on the nature of the crypto-asset services provided;(b)

one quarter of the fixed overheads of the preceding year, reviewed annually.

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2.

The prudential safeguards referred to in paragraph 1 shall take any or a combination of thefollowing forms:(a)own funds, consisting of Common Equity Tier 1 items referred to in Articles 26 to 30 ofRegulation (EU) No 575/2013 after the deductions in full, pursuant to Article 36 of that
Regulation, without the application of threshold exemptions pursuant to Articles 46 and48 of that Regulation;(b)

an insurance policy covering the territories of the Union where crypto-asset services areprovided or a comparable guarantee.

3.

Crypto-asset service providers that have not been in business for one year from the date on
which they started providing services shall use, for the calculation referred to in paragraph 1,
point (b), the projected fixed overheads included in their projections for the first 12 months’of service provision, as submitted with their application for authorisation.

4.

The insurance policy referred to in paragraph 2 shall be disclosed to the public through thecrypto-asset service provider’s website and shall have at least all of the following
characteristics:(a)it has an initial term of no less than one year;(b)

the notice period for its cancellation is at least 90 days;(c)

it is taken out from an undertaking authorised to provide insurance, in accordance with
Union law or national law;(d)

it is provided by a third-party entity.

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5.

The insurance policy referred to in paragraph 2, point (b) shall include, coverage against therisk of:(a)loss of documents;(b)misrepresentations or misleading statements made;(c)acts, errors or omissions resulting in a breach of:(i)legal and regulatory obligations;(ii)

the duty to act honestly, fairly and professionally towards clients;(iii) obligations of confidentiality;(d)failure to establish, implement and maintain appropriate procedures to prevent conflictsof interest;(e)losses arising from business disruption or system failures;(f)where applicable to the business model, gross negligence in safeguarding of clients’
crypto-assets and funds;(g)liability of the CASP vis-à-vis clients under Art. 67(8).

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6.

For the purposes of paragraph 1 point (b), crypto-asset service providers shall calculate their
fixed overheads for the preceding year, using figures resulting from the applicable accounting
framework, by subtracting the following items from the total expenses after distribution of
profits to shareholders in their most recently audited annual financial statements or, whereaudited statements are not available, in annual financial statements validated by national
supervisors:(a)staff bonuses and other remuneration, to the extent that those bonuses and that
remuneration depend on a net profit of the crypto-asset service providers in the relevant
year;

(b)

employees', directors' and partners' shares in profits;(c)other appropriations of profits and other variable remuneration, to the extent that they
are fully discretionary;(d)non-recurring expenses from non-ordinary activities.

Article 61
Governance requirements
1.

Members of the management body of crypto-asset service providers shall have sufficiently
good repute and possess knowledge, experience and skills to perform their duties. They shalldemonstrate that they are capable of committing sufficient time to effectively perform theirduties.
In particular, they shall not have been convicted of offences relating to money laundering or
terrorist financing or other offences that would affect their good repute.

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2.

Natural or legal persons that have qualifying holdings shall have sufficiently good repute.
In particular, they shall not have been convicted of offences relating to money laundering or
terrorist financing or other offences that would affect their good repute.
Where the influence exercised by the persons referred to in subparagraph 1 is likely to be
prejudicial to the sound and prudent management of a crypto-asset service provider,competent authorities shall take appropriate measures to put an end to that situation. Suchmeasures may include applications for judicial orders or the imposition of sanctions against
directors and those responsible for management, or suspension of the exercise of the voting
rights attaching to the shares held by the shareholders or members in question.

3.

[deleted]

3a.

Crypto-asset service providers shall establish adequate policies and procedures sufficient toensure compliance with its obligations under this Regulation.

4.

Crypto-asset service providers shall employ personnel with the skills, knowledge andexpertise necessary for the discharge of responsibilities allocated to them, and taking into
account the scale, the nature and range of crypto-asset services provided.

5.

The management body shall assess and periodically review the effectiveness of the policies
arrangements and procedures put in place to comply with the obligations set out in Chapters 2
and 3 of this Title and take appropriate measures to address any deficiencies.

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6.

Crypto-asset service providers shall take all reasonable steps to ensure continuity andregularity in the performance of their crypto-asset services. To that end, crypto-asset service
providers shall employ appropriate and proportionate resources and procedures, including
resilient and secure ICT systems in accordance with Regulation (EU) 2021/xx of theEuropean Parliament and of the Council.
They shall establish a business continuity policy, which shall include ICT business continuity
as well as disaster recovery plans set-up in accordance with Regulation (EU) 2021/xx of theEuropean Parliament and of the Council [DORA Regulation] aimed at ensuring, in the case of
an interruption to their ICT systems and procedures, the preservation of essential data andfunctions and the maintenance of crypto-asset services, or, where that is not possible, thetimely recovery of such data and functions and the timely resumption of crypto-asset services.

7.

Crypto-asset service providers shall have mechanisms, systems and procedures in accordancewith Regulation (EU) 2021/xx of the European Parliament and of the Council as well as
effective procedures and arrangements for risk assessment to comply with the obligations inrelation to money laundering and terrorist financing under national provisions transposing
Directive (EU) 2015/849 of the European Parliament and of the Council, and to prevent anddetect money laundering and terrorist financing in accordance with that Directive. They shallmonitor and, on a regular basis, evaluate the adequacy and effectiveness of those mechanisms,
systems and procedures, taking into account the scale, the nature and range of crypto-asset
services provided, and take appropriate measures to address any deficiencies.
Crypto-asset service providers shall have systems and procedures to safeguard the security,
integrity and confidentiality of information in accordance with Regulation (EU) 2021/xx of
the European Parliament and of the Council.

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8.

Crypto-asset service providers shall arrange for records to be kept of all crypto-asset services,
activities, orders, and transactions undertaken by them. Those records shall be sufficient toenable competent authorities to fulfil their supervisory tasks and to perform the enforcement
actions, and in particular to ascertain whether the crypto-asset service provider has compliedwith all obligations including those with respect to clients or potential clients and to theintegrity of the market.
The records kept in accordance with this paragraph shall be provided to the client involved
upon request and shall be kept for a period of five years and, where requested by thecompetent authority before the five years have elapsed, for a period of up to seven years.

9.

[moved to Article 80a]9c.

To ensure consistent application of this Article, ESMA shall develop draft regulatory
technical standards to specify:(a)the measures ensuring continuity and regularity in the performance of the crypto-asset
services referred to in paragraph 6;(b)the records to be kept of all crypto-asset services, orders and transactions undertaken
referred to in paragraph 8.

ESMA shall submit those draft regulatory technical standards to the Commission by [12months after entry into force of this Regulation].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010.

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Article 62
Information to competent authorities

Crypto-asset service providers shall notify without any delay their competent authority of any
changes to their management body, before the new members exercise any kind of activity, and shallprovide their competent authority with all the necessary information to assess compliance with
Article 61.

Article 63
Safekeeping of clients’ crypto-assets and funds
1.

Crypto-asset service providers that hold crypto-assets belonging to clients or the means ofaccess to such crypto-assets shall make adequate arrangements to safeguard the ownershiprights of clients, especially in the event of the crypto-asset service provider’s insolvency, andto prevent the use of a client’s crypto-assets for their own account.

2.

Where their business models or the crypto-asset services require holding clients’ funds otherthan e-money tokens, crypto-asset service providers shall have adequate arrangements inplace to safeguard the rights of clients and prevent the use of clients’ funds for their own
account.

3.

Crypto-asset service providers shall, by the end of the business day following the day thefunds other than e-money tokens were received, place the client’s funds with a central bank ora credit institution.
Crypto-asset service providers shall take all necessary steps to ensure that the clients’ funds
other than e-money tokens held with a central bank or a credit institution are held in an
account or accounts separately identifiable from any accounts used to hold funds belonging to
the crypto-asset service provider.

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4.

Crypto-asset service providers may themselves, or through a third party, provide payment
services related to the crypto-asset service they offer, provided that the crypto-asset service
provider itself, or the third-party, is authorised to provide those services under Directive (EU)2015/2366.
Where payment services are provided crypto-asset service providers shall inform their clientsof all of the following:(a)the nature and terms and conditions of those services, including references to theapplicable national law and to the clients’ right; and(b)5.

whether those services are provided by them directly or by a third party.

Paragraphs 2 and 3 of this Article shall not apply to crypto-asset service providers that areelectronic money institutions as defined in Article 2, point 1 of Directive 2009/110/EC,
payment institutions as defined in Article 4, point (4), of Directive (EU) 2015/2366 or credit
institutions.

Article 64
Complaint handling procedure
1.

Crypto-asset service providers shall establish and maintain effective and transparent
procedures for the prompt, fair and consistent handling of complaints received from clientsand shall publish descriptions of those procedures.

2.

Clients shall be able to file complaints with crypto-asset service providers free of charge.

3.

Crypto-asset service providers shall make available to clients the template for complaints andshall keep a record of all complaints received and any measures taken in response thereof.

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3a.

Crypto-asset service providers shall inform clients of the possibility to file a complaint.

4.

Crypto-assets service providers shall investigate all complaints in a timely and fair manner,and communicate the outcome of such investigations to their clients within a reasonable
period of time.

5.

ESMA, in close cooperation with EBA, shall develop draft regulatory technical standards tospecify the requirements, standard formats and procedures and deadlines for complainthandling.
The ESMA shall submit those draft regulatory technical standards to the Commission by[please insert date 12 months after entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010.

Article 65
Identification, prevention, management and disclosure of conflicts of interest
1.

Crypto-asset service providers shall maintain and operate an effective policy to identify,
prevent, manage and disclose conflicts of interest, taking into account the scale, the nature andrange of crypto-asset services provided, between themselves and:

2.

(a)

their shareholders or any person directly or indirectly linked to them by control;(b)their managers and employees;(c)their clients, or between one client and another client.

Crypto-asset service providers shall disclose to their clients and potential clients the generalnature and sources of conflicts of interest and the steps taken to mitigate them.
Crypto-asset service providers shall make such disclosures on their website in a prominentplace.

3.

The disclosure referred to in paragraph 2 shall be made on an electronic format and shall
include sufficient detail, taking into account the nature of each client and to enable each client

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to take an informed decision about the service in the context of which the conflicts of interest
arises.
4.

Crypto-asset service providers shall assess and at least annually review, their policy on
conflicts of interest and take all appropriate measures to address any deficiencies.

5.

ESMA, in close cooperation with EBA, shall develop draft regulatory technical standards tospecify:(a)the requirements for the maintenance or operation of internal rules referred to inparagraph 1, taking into account the scale, the nature and range of crypto-asset services
provided;(b)

the details and methodology for the content of the disclosure referred to in paragraphs 2,
3 and 4.

The ESMA shall submit those draft regulatory technical standards to the Commission by[please insert date 12 months after entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010.

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Article 66
Outsourcing
1.

Crypto-asset service providers, that rely on third parties for the performance of operational
functions, shall take all reasonable steps to avoid additional operational risk. They shallremain fully responsible for discharging all of their obligations under this Title and shallensure at all times that all the following conditions are complied with:(a)outsourcing does not result in the delegation of the responsibility of the crypto-asset
service providers;(b)outsourcing does not alter the relationship between the crypto-asset service providers
and their clients, nor the obligations of the crypto-asset service providers towards theirclients;(c)outsourcing does not change the conditions for the authorisation of the crypto-asset
service providers;(d)third parties involved in the outsourcing cooperate with the competent authority of thecrypto-asset service providers’ home Member State and the outsourcing does notprevent the exercise of supervisory functions, including on-site access to acquire any
relevant information needed to fulfil those functions;(e)crypto-asset service providers retain the expertise and resources necessary forevaluating the quality of the services provided, for supervising the outsourced services
effectively and for managing the risks associated with the outsourcing on an ongoingbasis;(f)crypto-asset service providers have direct access to the relevant information of theoutsourced services;

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(g)

crypto-asset service providers ensure that third parties involved in the outsourcing meetthe standards laid down in the relevant data protection law which would apply if thethird parties were established in the Union.

For the purposes of point (g), crypto-asset service providers are responsible for ensuring thatthe standards laid down in the relevant data protection legislation are set out in the contractreferred to in paragraph 3.
2.

Crypto-asset service providers shall have a policy on their outsourcing, including on
contingency plans and exit strategies taking into account the scale, the nature and range of
crypto-asset services provided.

3.

Crypto-asset service providers shall enter into a written agreement with any third parties
involved in outsourcing. That written agreement shall specify the rights and obligations ofboth the crypto-asset service providers and of the third parties concerned, and shall allow thecrypto-asset service providers concerned to terminate that agreement.

4.

Crypto-asset service providers and third parties shall, upon request, make available to thecompetent authorities and the relevant authorities all information necessary to enable thoseauthorities to assess compliance of the outsourced activities with the requirements of thisTitle.

Article 66a
Orderly wind-down of providers

Crypto-asset service providers carrying out one of the services referred to in Articles 67 to 71 shallhave in place a plan that is appropriate to support an orderly wind-down of their activities underapplicable national law, including the continuity or recovery of any critical activities performed bythose service providers. That plan shall demonstrate the ability of the crypto-asset service provider
to carry out an orderly wind-down without causing undue economic harm to its clients.

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Chapter 3
Obligations for the provision of specific crypto-asset services

Article 67
Custody and administration of crypto-assets on behalf of third parties
1.

Crypto-asset service providers that provide a crypto-asset service of custody andadministration on behalf of third parties shall enter into an agreement with their clients tospecify their duties and their responsibilities. Such agreement shall include at least all thefollowing:(a)the identity of the parties to the agreement;(b)the nature of the service provided and a description of that service;(c)the means of communication between the crypto-asset service provider and the client,including the client’s authentication system;

2.

(d)

a description of the security systems used by the crypto-assets service provider;(e)fees, costs and charges applied by the crypto-asset service provider;(f)the law applicable to the agreement;(g)the custody policy.

Crypto-asset service providers that are authorised for the custody and administration of
crypto-assets on behalf of third parties shall keep a register of positions, opened in the nameof each client, corresponding to each client’s rights to the crypto-assets. Where relevant,crypto-asset service providers shall record as soon as possible, in that register any movements
following instructions from their clients. In such case, their internal procedures shall ensurethat any movement affecting the registration of the crypto-assets is evidenced by a transaction
regularly registered in the client’s position register.

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3.

Crypto-asset service providers that are authorised for the custody and administration of
crypto-assets on behalf of third parties shall establish a custody policy with internal rules andprocedures to ensure the safekeeping or the control of such crypto-assets, or the means ofaccess to the crypto-assets, such as cryptographic keys.
Those rules and procedures shall minimise the risk of a loss of clients’ crypto-assets or therights related to those assets or the means of access to the crypto-assets due to frauds, cyberthreats or negligence.
A summary of the custody policy must be made available to clients on their request in anelectronic format.

4.

Where applicable, crypto-asset service providers that are authorised for the custody andadministration of crypto-assets on behalf of third parties shall facilitate the exercise of therights attached to the crypto-assets. Any event likely to create or modify the client’s rights
shall be recorded in the client’s position register immediately.
In case of changes to the underlying distributed ledger technology or any other event likely tocreate or modify the client’s rights, the client shall be entitled to any crypto-assets or any
rights newly created on the basis and to the extent of the client's positions at the time of theevent's occurrence by such change, except when a valid agreement signed with the custodian
pursuant to paragraph 1 prior to the event explicitly provides otherwise.

5.

Crypto-asset providers that are authorised for the custody and administration of crypto-assets
on behalf of third parties shall provide their clients, at least once every three months and ateach request of the client concerned, with a statement of position of the crypto-assets recordedin the name of those clients. That statement of position shall be made in an electronic format.
The statement of position shall mention the crypto-assets concerned, their balance, their value
and the transfer of crypto-assets made during the period concerned.
Crypto-asset service providers that are authorised for the custody and administration of
crypto-assets on behalf of third parties shall provide their clients as soon as possible with any
information about operations on crypto-assets that require a response from those clients.

6.

Crypto-asset service providers that are authorised for the custody and administration of
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return crypto-assets held on behalf of their clients or the means of access as soon as possible
to those clients.
7.

Crypto-asset service providers that are authorised for the custody and administration of
crypto-assets on behalf of third parties shall segregate holdings of crypto-assets on behalf of
their clients from their own holdings and ensure that the means of access to crypto-assets of
their clients are clearly identified as such. They shall ensure that, on the DLT, their clients’
crypto-assets are held on separate addresses from those on which their own crypto-assets are
held.

8.

Crypto-asset service providers that are authorised for the custody and administration of
crypto-assets on behalf of third parties shall be liable to their clients for the loss of any cryptoassets or of the means of access to the crypto-assets as a result of an incident that is
attributable to the provision of the relevant service or the operation of the service provider.
The liability of the crypto-asset service provider shall be capped at the market value of thecrypto-asset lost at the time the loss occurred.
Events not attributable to the crypto-assets service provider include any event for which thecrypto-asset service provider could demonstrate that it occurred independently of theprovision of the relevant service, or operations of the crypto-asset service provider, such as aproblem inherent in the operation of the distributed ledger that the crypto-asset service
provider does not control.

9.

If crypto-asset service providers that are authorised for the custody and administration of
crypto-assets on behalf of third parties make use of other providers for the custody andadministration of the crypto-assets they hold on behalf of third parties, they shall only makeuse of crypto-asset service providers authorised in accordance with Article 53.
Crypto-asset service providers that are authorised for the custody and administer crypto-assets
on behalf of third parties and that make use of other providers for the custody andadministration of crypto-assets shall inform their customers thereof.

10.

The crypto-assets held in custody shall be insulated from crypto-asset service provider ’s
estate in the interest of the clients of the crypto-asset service provider under relevant law, suchthat creditors of the crypto-asset service provider have no recourse on the crypto-assets heldin custody, in particular in the event of insolvency.

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10a. Crypto-asset service provider shall ensure that the crypto-assets held in custody areoperationally segregated from the crypto-asset service provider’s estate.

Article 68
Operation of a trading platform for crypto-assets
1.

Crypto-asset service providers that are authorised for the operation of a trading platform for
crypto-assets shall lay down, maintain and implement clear and transparent operating rules forthe trading platform. These operating rules shall at least:(a)

set the approval processes, including customer due diligence requirementscommensurate to the ML/TF risk presented by the applicant in accordance with
Directive (EU) 2015/849, that are applied before admitting crypto-assets to the trading
platform;(b)define exclusion categories, if any, which are the types of crypto-assets that will not be
admitted to trading on the trading platform, if any;(c)set out the policies, procedures and the level of fees, if any, for the admission of tradingof crypto-assets to the trading platform;(d)set objective, non-discriminatory rules and proportionate criteria for participation in the
trading activities, which promote fair and open access to the trading platform for clients
willing to trade;(e)

set non-discretionary rules and procedures to ensure fair and orderly trading andobjective criteria for the efficient execution of orders;

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(f)

set conditions for crypto-assets to remain accessible for trading, including liquidity
thresholds and periodic disclosure requirements;(g)

set conditions under which trading of crypto-assets can be suspended;(h)set procedures to ensure efficient settlement of both crypto-assets and funds.

For the purposes of point (a), the operating rules shall clearly state that a crypto-asset shall not
be admitted to trading on the trading platform, where a crypto-asset white paper has not been
published in the cases required by this Regulation.
Before admitting a crypto-asset to trading, crypto-asset service providers that are authorised
for the operation of a trading platform for crypto-assets shall ensure that the crypto-asset
complies with the operating rules of the trading platform and assess the suitability of thecrypto-asset concerned. When assessing the suitability of a crypto-asset, the trading platform
shall evaluate in particular the reliability of the solutions used and the potential association toillicit or fraudulent activities, taking into account the experience, track record and reputationof the issuer and its development team. The trading platform shall also assess the suitability of
the crypto-assets benefiting from the exemption set out in Articles 4(2).
The operating rules of the trading platform for crypto-assets shall prevent the admission to
trading of crypto-assets which have inbuilt anonymisation function unless the holders of thecrypto-assets and their transaction history can be identified by the crypto-asset service
providers that are authorised for the operation of a trading platform for crypto-assets.
2.

The operating rules referred to in paragraph 1 shall be drawn up in an official language of thehome Member State, or in a language customary in the sphere of international finance.
If crypto-asset services are provided in another Member State, the operating rules referred toin paragraph 1 shall be drawn up in an official language of the host Member State, or in alanguage customary in the sphere of international finance.

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3.

Crypto-asset service providers that are authorised for the operation of a trading platform for
crypto-assets shall not deal on own account on the trading platform for crypto-assets they
operate, even when they are authorised for the exchange of crypto-assets for funds or for theexchange of crypto-assets for other crypto-assets.

3a.

Crypto-asset service providers that are authorised for the operation of a trading platform for
crypto-assets are only allowed to engage in matched principal trading where the client hasconsented to the process. Crypto-asset service providers shall provide the competent authority
with information explaining its use of matched principal trading. The competent authority
shall monitor the crypto-asset service providers’ engagement in matched principal trading,ensure that it continues to fall within the definition of such trading and that their engagement
in matched principal trading does not give rise to conflicts of interest between the crypto-asset
service providers and their clients.

4.

Crypto-asset service providers that are authorised for the operation of a trading platform for
crypto-assets shall have in place effective systems, procedures and arrangements to ensurethat their trading systems:(a)are resilient;(b)have sufficient capacity to deal with peak order and message volumes;(ba) are able to ensure orderly trading under conditions of severe market stress;(c)are able to reject orders that exceed pre-determined volume and price thresholds or are
clearly erroneous;(d)

are fully tested to ensure that conditions under points (a), (b) and (c) are met;(e)

are subject to effective business continuity arrangements to ensure continuity of theirservices if there is any failure of the trading system;(f)

are able to prevent or detect market abuse;(g)

are sufficiently robust to prevent their abuse for ML/TF purposes.

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4a.

Crypto-asset service providers that are authorised for the operation of a trading platform for
crypto-assets shall inform their competent authority when they identify cases of market abuseor attempted market abuse occurring on or through its systems.

5.

Crypto-asset service providers that are authorised for the operation of a trading platform for
crypto-assets shall make public any bid and ask prices and the depth of trading interests at
those prices which are advertised for crypto-assets through the systems of the trading platform
for crypto-assets. The crypto-asset service providers concerned shall make that information
available to the public during the trading hours on a continuous basis.

6.

Crypto-asset service providers that are authorised for the operation of a trading platform for
crypto-assets shall make public the price, volume and time of the transactions executed in
respect of crypto-assets traded on their trading platforms. They shall make details of all suchtransactions public as close to real-time as is technically possible.

7.

Crypto-asset service providers that are authorised for the operation of a trading platform for
crypto-assets shall make the information published in accordance with paragraphs 5 and 6
available to the public on a reasonable commercial basis and ensure non-discriminatory
access to that information. That information shall be made available free of charge 15 minutes
after publication in a machine readable format and remain published for at least 2 years.

8.

Crypto-asset service providers that are authorised for the operation of a trading platform for
crypto-assets shall initiate the final settlement of a crypto-asset transaction on the DLT within
24 hours of the transaction being executed on the trading platform, or in the case oftransactions settled outside the DLT, on the closing of the day at the latest.

9.

Crypto-asset service providers that are authorised for the operation of a trading platform for
crypto-assets shall ensure that their fee structures are transparent, fair and non-discriminatory
and that they do not create incentives to place, modify or cancel orders or to executetransactions in a way that contributes to disorderly trading conditions or market abuse as
referred to in Title VI.

10.

Crypto-asset service providers that are authorised for the operation of a trading platform for
crypto-assets shall maintain resources and have back-up facilities in place to be capable ofreporting to their competent authority at all times.

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10a. Crypto-asset service providers that are authorised for the operation of a trading platform shallkeep at the disposal of the competent authority, for at least five years, the relevant data
relating to all orders in crypto-assets which are advertised through their systems, or give thecompetent authority access to the order book so that the competent authority is able tomonitor trading. The records shall contain the relevant data that constitute the characteristicsof the order, including those that link an order with the executed transaction(s) that stems
from that order.
10b. ESMA shall develop draft regulatory technical standards to specify:(a)The offering of pre-trade and post-trade transparency data, including the level ofdisaggregation of the data to be made available to the public as referred to in paragraphs
1, 5 and 6;(b)

The content and format of order book records to be maintained as specified in paragraph(10a).

ESMA shall submit those draft regulatory technical standards to the Commission by [12months after the date of application of the Regulation].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010.

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Article 69
Exchange of crypto-assets against funds or exchange of crypto-assets against other crypto-assets
1.

Crypto-asset providers that are authorised for exchanging crypto-assets against funds or othercrypto-assets shall establish a non-discriminatory commercial policy that indicates, inparticular, the type of clients they accept to transact with and the conditions that shall be met
by clients.

2.

Crypto-asset service providers that are authorised for exchanging crypto-assets against funds
or other crypto-assets shall publish a firm price of the crypto-assets or a method for
determining the price of the crypto-assets they propose for exchange against funds or othercrypto-assets, and any applicable limit defined by the crypto-asset service provider to theamount to be exchanged.

3.

Crypto-asset service providers that are authorised for exchanging crypto-assets against funds
or other crypto-assets shall execute the clients' orders at the prices displayed at the time where
the order is final. Crypto-asset service providers shall inform their clients of the conditions to
consider their order as final.

4.

Crypto-asset service providers that are authorised for exchanging crypto-assets against funds
or other crypto-assets shall publish the details of the transactions concluded by them,including transaction volumes and prices.

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Article 70
Execution of orders for crypto-assets on behalf of clients
1.

Crypto-asset service providers that are authorised to execute orders for crypto-assets on behalfof third parties shall take all necessary steps to obtain, when executing orders, the best
possible result for their clients taking into account the best execution factors of price, costs,
speed, likelihood of execution and settlement, size, nature, conditions of custody of thecrypto-assets or any other consideration relevant to the execution of the order, unless thecrypto-asset service provider concerned executes orders for crypto-assets following specificinstructions given by its clients.

2.

To ensure compliance with paragraph 1, a crypto-asset service provider that is authorised to
execute orders for crypto-assets on behalf of third parties shall establish and implement
effective execution arrangements. In particular, they shall establish and implement an order
execution policy to allow them to obtain, for their clients’ orders, the best possible result. In
particular, this order execution policy shall provide for the prompt, fair and expeditious
execution of clients’ orders and prevent the misuse by the crypto-asset service providers’employees of any information relating to clients’ orders.

3.

Crypto-asset service providers that are authorised to execute orders for crypto-assets on behalfof third parties shall provide appropriate and clear information to their clients on their order
execution policy and any significant change to it. That information shall explain clearly, in
sufficient detail and in a way that can be easily understood by clients, how orders will be
executed by the crypto-asset service provider for the client. Crypto-asset service providers
shall obtain prior consent from their clients regarding the order execution policy.

4.

Crypto-asset service providers that are authorised to execute orders for crypto-assets on behalfof third parties shall be able to demonstrate to their clients, at their request, that they haveexecuted their orders in accordance with their execution policy and to demonstrate to thecompetent authority, at its request, their compliance with this Article.

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5.

Where the order execution policy provides for the possibility that clients orders may be
executed outside a trading platform, the crypto-asset service provider shall inform its clients
about that possibility and obtain the prior express consent of their clients before proceeding to
execute such orders, either in the form of a general agreement or in respect to individualtransactions.

6.

Crypto-asset service providers that are authorised to execute orders for crypto-assets on behalfof third parties shall monitor the effectiveness of their order execution arrangements andexecution policy in order to identify and, where appropriate, correct any deficiencies. In
particular, they shall assess, on a regular basis, whether the execution venues included in theorder execution policy provide for the best possible result for the client or whether they needto make changes to their execution arrangements, taking account of, inter alia, the information
published under paragraph 2. Crypto-asset service providers shall notify clients with whomthey have an ongoing client relationship of any material changes to their order execution
arrangements or execution policy.

Article 71
Placing of crypto-assets
1.

Crypto-asset service providers that are authorised for placing crypto-assets shall communicate
the following information to the offeror, to the person seeking admission to trading, or to any
third party acting on their behalf, before concluding a contract with them:(a)the type of placement considered, including whether a minimum amount of purchase isguaranteed or not;(b)

an indication of the amount of transaction fees associated with the service for the
proposed operation;(c)the considered timing, process and price for the proposed operation;(d)

information about the targeted purchasers.

Crypto-asset service providers that are authorised for placing crypto-assets shall, before
placing the crypto-assets concerned, obtain the agreement of the issuers or any third party
acting on their behalf as regards points (a) to (d).
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2.

The rules on conflicts of interest referred to in Article 65 shall have specific and adequate
procedures in place to prevent, monitor, manage and potentially disclose any conflicts ofinterest arising from the following situations:(a)the crypto-asset service providers place the crypto-assets with their own clients;(b)

the proposed price for placing crypto-assets has been overestimated or underestimated.

(c)incentives, including non-monetary, paid or granted by the offeror to the crypto-asset
service provider.

Article 72
Reception and transmission of orders on behalf of third parties
1.

Crypto-asset service providers that are authorised for the provision of the reception andtransmission of orders on behalf of third parties shall establish and implement procedures andarrangements which provide for the prompt and proper transmission of client’s orders for
execution on a trading platform for crypto-assets or to another crypto-asset service provider.

2.

Crypto-asset service providers that are authorised for the provision of the reception andtransmission of orders on behalf of third parties shall not receive any remuneration, discountor non-monetary benefit for routing clients’ orders received from clients to a particular trading
platform for crypto-assets or to another crypto-asset service provider.

3.

Crypto-asset service providers that are authorised for the provision of the reception andtransmission of orders on behalf of third parties shall not misuse information relating topending clients’ orders, and shall take all reasonable steps to prevent the misuse of suchinformation by any of their employees.

Article 73
Advice on crypto-assets and portfolio management of crypto-assets
1.

Crypto-asset service providers that are authorised to provide advice on crypto-assets or
portfolio management of crypto-assets shall assess whether crypto-asset services or cryptoassets are suitable for the clients or potential clients, considering their knowledge and13198/22

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experience in investing in crypto-assets, their investment objectives including risk tolerance,
and their financial situation including their ability to bear losses.
1a.

Crypto-asset service providers that are authorised to provide advice on crypto-assets shall ingood time before providing advice on crypto-assets inform potential clients of the following:(a)whether the advice is provided on an independent basis;(b)

whether the advice is based on a broad or on a more restricted analysis of different
crypto-assets and, in particular, whether the range is limited to crypto-assets issued oroffered by entities having close links with the crypto-asset service provider or any otherlegal or economic relationships, such as contractual relationships, that are so close as topose a risk of impairing the independent basis of the advice provided.

Crypto-asset service providers shall also provide potential clients with information on all
costs and associated charges, including the cost of advice, where relevant, the cost of cryptoassets recommended or marketed to the client and how the client is permitted to pay for it,
also encompassing any third-party payments.

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Where a crypto-asset provider informs the client that advice is provided on an independentbasis, that provider shall:(a)assess a sufficient range of crypto-assets available on the market which must be
sufficiently diverse to ensure that the client’s investment objectives can be suitably met
and must not be limited to crypto-assets issued or provided by:(i)the provider itself or by entities having close links with the provider; or(ii)

other entities with which the crypto-asset provider has such close legal or
economic relationships, such as contractual relationships, as to pose a risk of
impairing the independent basis of the advice provided;(b)

not accept and retain fees, commissions or any monetary or non-monetary benefits paidor provided by any third party or a person acting on behalf of a third party in relation to
the provision of the service to clients.
Minor non-monetary benefits that are capable of enhancing the quality of service
provided to a client and are of a scale and nature such that they could not be judged to
impair compliance with the crypto-asset provider’s duty to act in the best interest of theclient must be clearly disclosed and are excluded from this point.
Crypto-asset service providers that are authorised to provide portfolio management ofcrypto-assets shall not accept and retain fees, commissions or any monetary or
nonmonetary benefits paid or provided by an issuer, offeror, person seeking admission
to trading, or any third party, or a person acting on behalf of a third party, in relation to
the provision of the service to their clients.

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Where a crypto-asset provider informs the client that advice is provided on a nonindependent basis, that provider can receive inducements under the conditions that thepayment or benefit:(a)is designed to enhance the quality of the relevant service to the client; and(b)does not impair compliance with the CASP’s duty to act honestly, fairly andprofessionally in accordance with the best interest of its clients.

The existence, nature and amount of the payment or benefit referred to in the second
subparagraph, or, where the amount cannot be ascertained, the method of calculatingthat amount, must be clearly disclosed to the client, in a manner that is comprehensive,
accurate and understandable, prior to the provision of the relevant crypto-assets service.
2.

Crypto-asset service providers that are authorised to provide advice on crypto-assets shallensure that natural persons giving advice or information about crypto-assets or a crypto-asset
service on their behalf possess the necessary knowledge and competence to fulfil their
obligations. Member States shall publish the criteria to be used for assessing such knowledge
and competence.

3.

For the purposes of the assessment referred to in paragraph 1, crypto-asset service providers
that are authorised to provide advice on crypto-assets or portfolio management of cryptoassets shall obtain from the client or potential client the necessary information regarding his
knowledge of, and experience in investing, including in crypto-assets, his investment
objectives, including risk tolerance, his financial situation including his ability to bear losses
and his basic understanding of risks involved in purchasing crypto-assets so as to enable thecrypto-asset service provider to recommend to the client or potential client whether or not thecrypto-assets are suitable for him and, in particular, are in accordance with his risk tolerance
and ability to bear losses.

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Crypto-asset service providers that are authorised to provide advice on crypto-assets or
portfolio management of crypto-assets shall warn clients or potential clients that:(a)due to their nature, the value of crypto-assets might fluctuate;(b)the crypto-assets might be subject to full or partial losses;(d)the crypto-assets might not be liquid;(e)where applicable, the crypto-assets are not covered by the investor compensation
schemes in accordance with Directive 97/9/EC of the European Parliament and of theCouncil;(ea) the crypto-assets are not covered by the deposit guarantee schemes established inaccordance with Directive 2014/49/EU of the European Parliament and of the Council.
4.

Crypto-asset service providers that are authorised to provide advice on crypto-assets or
portfolio management of crypto-assets shall establish, maintain and implement policies andprocedures to enable them to collect and assess all information necessary to conduct thisassessment for each client. They shall take reasonable steps to ensure that the informationcollected about their clients or potential clients is reliable.

5.

Where clients do not provide the information required pursuant to paragraph 3, or where
crypto-asset service providers that are authorised to provide advice on crypto-assets or
portfolio management of crypto-assets consider that the crypto-asset services or crypto-assets
are not suitable for the clients, they shall not recommend such crypto-asset services or cryptoassets, nor begin the provision of portfolio management service.

6.

Crypto-asset service providers that are authorised to provide advice on crypto-assets or
portfolio management of crypto-assets shall for each client regularly review the assessment
referred to in paragraph 1 at least every two years after the initial assessment made inaccordance with that paragraph.

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7.

Once the assessment referred to in paragraph 1 or its review under paragraph 6 has been
performed, crypto-asset service providers that are authorised to provide advice on cryptoassets shall provide clients with a report on suitability specifying the advice given and howthat advice meets the preferences, objectives and other characteristics of the client. That reportshall be made and communicated to the clients in an electronic format. That report shall, as aminimum:(a)include an updated information on the assessment referred to in paragraph 1; and(b)provide an outline of the advice given.

The report should make clear that the advice is based on the client’s knowledge andexperience in investing in crypto-assets, his investment objectives, including his risk tolerance
and financial situation, including his ability to bear losses.
8.

Crypto-asset service providers that are authorised to provide portfolio management of cryptoassets shall provide periodic statements to the clients in an electronic format of the portfolio
management activities carried out on behalf of that client. The periodic statements shallcontain a fair and balanced review of the activities undertaken and of the performance of theportfolio during the reporting period, an updated statement of how the activities undertaken
meet the client’s preferences, objectives and other characteristics of the client, as well as an
updated information on the assessment referred to in paragraph 1, or its review underparagraph 6.
The periodic statement referred to in the previous paragraph shall be provided every threemonths, except when the client has an access to an online system, which qualifies as anelectronic format, where up-to-date valuations of the client’s portfolio and an updated
information on the assessment referred to in paragraph 1 can be accessed, and the service
provider has evidence that the client has accessed a valuation at least once during the relevant
quarter.

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9.

ESMA shall adopt by [18 months after the date of entry into force of the Regulation]
guidelines specifying:(a)the information referred to in paragraph 3;(b)criteria for the assessment of knowledge and experience under paragraph 2; and(c)the formats of the periodic statement referred to in paragraph 8.

Article 73a
Providing transfer services for crypto-assets on behalf of third parties
1.

Crypto-asset service providers that are authorised to provide transfer services on behalf ofthird parties shall enter into an agreement with their clients to specify their duties and their
responsibilities. Such agreement shall include at least all the following:

2.

(a)

the identity of the parties to the agreement;(b)the modalities of the transfer provided and a description of that service;(c)a description of the security systems used by the crypto-assets service provider;(d)charges applied by the crypto-asset service provider;(e)the law applicable to the agreement.

ESMA, in close coordination with EBA, shall draft guidelines as regards procedures andpolicies, including clients’ rights, for crypto-asset service providers in the context of cryptoasset transfer services.

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Chapter 4
Acquisition of crypto-asset service providers

Article 74
Assessment of intended acquisitions of crypto-asset service providers
1.

Any natural or legal person or such persons acting in concert (the ‘proposed acquirer’), whohave taken a decision either to acquire, directly or indirectly, a qualifying holding in a cryptoasset service provider or to further increase, directly or indirectly, such a qualifying holding ina crypto-asset service provider so that the proportion of the voting rights or of the capital held
would reach or exceed 20 %, 30 % or 50 % or so that the crypto-asset service provider would
become its subsidiary (the ‘proposed acquisition’), shall notify the competent authority of thatcrypto-asset service provider thereof in writing indicating the size of the intended holding andthe information required by the regulatory technical standards adopted by the Commission inaccordance with Article 75(4).

2.

Any natural or legal person who has taken a decision to dispose, directly or indirectly, of aqualifying holding in a crypto-asset service provider (the ‘proposed vendor’) shall first notify
the competent authority in writing thereof, indicating the size of such holding. Such a person
shall likewise notify the competent authority where it has taken a decision to reduce a
qualifying holding so that the proportion of the voting rights or of the capital held would fall
below 10 %, 20 %, 30 % or 50 % or so that the crypto-asset service provider would cease to
be that person’s subsidiary.

3.

Competent authorities shall, promptly and in any event within two working days following
receipt of the notification required under paragraph 1 acknowledge receipt thereof in writing
to the proposed acquirer.

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4.

Competent authorities shall assess the intended acquisition referred to in paragraph 1 and theinformation required by the regulatory technical standards adopted by the Commission inaccordance with Article 75(4), within 60 working days from the date of the written
acknowledgement of receipt referred to in paragraph 3.
When acknowledging receipt of the notification, competent authorities shall inform thepersons referred to in paragraph 1 of the date of the expiry of the assessment period.

4a.

For the purposes of this assessment, competent authorities may consult authorities charged
with ensuring compliance with AML/CFT requirements and the FIU and duly consider theirviews.

5.

When performing the assessment referred to in paragraph 4, first subparagraph, competentauthorities may request from the persons referred to in paragraph 1 any additional informationthat is necessary to complete that assessment. Such request shall be made before theassessment is finalised, and in any case no later than on the 50th working day from the date of
the written acknowledgement of receipt referred to in paragraph 3. Such requests shall bemade in writing and shall specify the additional information needed.
Competent authorities shall halt the assessment referred to in paragraph 4, first subparagraph,
until they have received the additional information referred to in the first subparagraph of thisparagraph, but for no longer than 20 working days. Any further requests by competentauthorities for additional information or for clarification of the information received shall not
result in an additional interruption of the assessment.
Competent authority may extend the interruption referred to in the second subparagraph ofthis paragraph up to 30 working days where the persons referred to in paragraph 1 are situatedor regulated outside the Union.

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6.

Competent authorities that, upon completion of the assessment, decide to oppose the intended
acquisition referred to in paragraph 1 shall notify the persons referred to in paragraph 1
thereof within two working days, but before the date referred to in paragraph 4, second
subparagraph, extended, where applicable, in accordance with paragraph 5, second and third
subparagraph. That notification shall provide the reasons for that decision.

7.

Where competent authorities do not oppose the intended acquisition referred to in paragraph 1
before the date referred to in paragraph 4, second subparagraph, extended, where applicable,in accordance with paragraph 5, second and third subparagraph, the intended acquisition or
intended disposal shall be deemed to be approved.

8.

The competent authority may set a maximum period for concluding the intended acquisitionreferred to in paragraph 1, and extend that maximum period where appropriate.

Article 75
Content of the assessment of intended acquisitions of crypto-asset service providers
1.

When performing the assessment referred to in Article 74(4), competent authorities shallappraise the suitability of the persons referred to in Article 74(1) and the financial soundnessof intended acquisition against all of the following criteria:(a)the reputation of the persons referred to in Article 74(1);(b)

the reputation and experience of any person who will direct the business of the cryptoasset service provider as a result of the intended acquisition or disposal;(c)the financial soundness of the persons referred to in Article 74(1), in particular in
relation to the type of business pursued and envisaged in the crypto-asset service
provider in which the acquisition is intended;(d)whether the crypto-asset service provider will be able to comply and continue to comply
with the provisions of this Title;(e)whether there are reasonable grounds to suspect that, in connection with the intended
acquisition, money laundering or terrorist financing within the meaning of Article 1 of

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Directive (EU) 2015/849/EC is being or has been committed or attempted, or that theintended acquisition could increase the risk thereof;(f)2.

whether funds used to acquire the qualifying holding come from legitimate sources.

Competent authorities may oppose the intended acquisition only where there are reasonablegrounds for doing so on the basis of the criteria set out in paragraph 1 or where theinformation provided in accordance with Article 74(4) is incomplete or false.

3.

Member States shall not impose any prior conditions in respect of the level of holding thatmust be acquired nor allow their competent authorities to examine the proposed acquisition interms of the economic needs of the market.

4.

To ensure consistent application of this Article, ESMA, in close cooperation with EBA, shalldevelop draft regulatory technical standards specifying detailed content of information that isnecessary to carry out the assessment referred to in Article 74(4), first subparagraph and thatshall be provided to the competent authorities at the time of the notification referred to in
Article 74(1). The information required shall be relevant for a prudential assessment, be
proportionate and be adapted to the nature of the persons and the intended acquisition referred
to in Article 74(1).
ESMA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after the entry into force of this Regulation].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010.

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Chapter V
Significant Crypto-Asset Service Providers

Article 75a
Identification of significant CASPs
1.

A crypto asset service provider shall be considered significant if the crypto-asset service
provider has at least 15 million active users, on average, in one calendar year, in the European
Union, where the average is calculated as the average of the daily number of active users
throughout the previous calendar year.

2.

When a crypto-asset service provider meets the threshold provided in paragraph 1, it shallnotify its competent authority within two months after that threshold is satisfied and provide itwith the relevant information identified in paragraph 1. When the competent authority
considers that the criteria under paragraph 1 is met, it shall notify ESMA.

3.

Without prejudice to the responsibilities of competent authorities under this Regulation, in
relation to crypto asset service providers which are significant to the EU in accordance withparagraph 1, the competent authorities of the home Member State shall update the ESMA
Board of Supervisors once per year about key supervisory developments namely :(a)regarding ongoing or concluded authorisations;(b)regarding ongoing or concluded processes of withdrawal of an authorisation;

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(c)

regarding implemented supervisory measures in accordance with points (c), (d), (f), (g),(h), (aa), (ac) of paragraph 1 of article 82.

The competent authority of the home Member State may update ESMA more frequently, or
notify it ahead of any decision.
4.

The update referred to in paragraph 3 may be followed by an exchange of views at the Boardof Supervisors.

5.

Where appropriate, ESMA may make use of its powers under articles 29, 30, 31, 31b ofRegulation (EU) 1095/2010.

TITLE VI
Prevention and Prohibition of Market Abuse involving crypto-assets

Article 76
Scope of the rules on market abuse
1.

The prohibitions and requirements laid down in this Title shall apply to acts carried out by
any person and that concern crypto-assets that are admitted to trading on a trading platform
for crypto-assets operated by a crypto-asset service provider, or for which a request foradmission to trading on such a trading platform has been made.

2.

The prohibitions and requirements laid down in this Title shall also apply to any transaction,order or behaviour concerning any crypto-asset as referred to in paragraph 1, irrespective ofwhether or not such transaction, order or behaviour takes place on a trading platform.

3.

The prohibitions and requirements laid down in this Title shall apply to actions andomissions, in the Union and in a third country, concerning the crypto-assets referred to inparagraph 1.

Article 76a
Inside information
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1.

For the purposes of this Regulation, inside information shall comprise the following types of
information:(a)information of a precise nature, which has not been made public, relating, directly or
indirectly, to one or more issuers, offerors or persons seeking admission to trading or toone or more crypto-assets, and which, if it were made public, would be likely to have asignificant effect on the prices of those crypto-assets or on the price of a related cryptoasset;(b)

for persons charged with the execution of orders concerning crypto-assets, it also means
information conveyed by a client and relating to the client’s pending orders in cryptoassets, which is of a precise nature, relating, directly or indirectly, to one or moreissuers, offerors or persons seeking admission to trading or to one or more crypto-assets,
and which, if it were made public, would be likely to have a significant effect on theprices of those crypto-assets or on the price of a related crypto-asset.

2.

For the purpose of paragraph 1, information shall be deemed to be of a precise nature if it
indicates a set of circumstances which exists or which may reasonably be expected to comeinto existence, or an event which has occurred or which may reasonably be expected to occur,
where it is specific enough to enable a conclusion to be drawn as to the possible effect of thatset of circumstances or event on the prices of the crypto-assets. In this respect in the case of a
protracted process that is intended to bring about, or that results in, particular circumstances
or a particular event, those future circumstances or that future event, and also the intermediate
steps of that process which are connected with bringing about or resulting in those future
circumstances or that future event, may be deemed to be precise information.

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3.

An intermediate step in a protracted process shall be deemed to be inside information if, byitself, it satisfies the criteria of inside information as referred to in this Article.

4.

For the purposes of paragraph 1, information which, if it were made public, would be likely tohave a significant effect on the prices of crypto-assets shall mean information a reasonable
holder of crypto-assets would be likely to use as part of the basis of his or her decisions.

Article 77
Disclosure of inside information
1.

Issuers, offerors or persons seeking admission to trading shall inform the public as soon as
possible of inside information which directly concerns them, in a manner that enables fastaccess and complete, correct and timely assessment of the information by the public. The
issuer or offeror shall not combine the disclosure of inside information to the public with themarketing of its activities. The issuer or offeror shall post and maintain on its website for aperiod of at least five years, all inside information it is required to disclose publicly.

2.

Issuers, offerors or persons seeking admission to trading may, on their own responsibility,
delay disclosure to the public of inside information provided that all of the following
conditions are met:(a)

immediate disclosure is likely to prejudice the legitimate interests of the issuers,offerors or persons seeking admission to trading;(b)delay of disclosure is not likely to mislead the public;(c)issuers, offerors or persons seeking admission to trading are able to ensure theconfidentiality of that information.

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3.

Where an issuer, offeror or a person seeking admission to trading has delayed the disclosureof inside information under paragraph 2, it shall inform the competent authority that
disclosure of the information was delayed and shall provide a written explanation of how theconditions set out in paragraph 2 were met, immediately after the information is disclosed tothe public. Alternatively, Member States may provide that a record of such an explanation is
to be provided only upon the request of the competent authority.

3a.

In order to ensure uniform conditions of application of this Article, ESMA shall develop draft
implementing technical standards to determine:(a)the technical means for appropriate public disclosure of inside information as referred toin paragraph 1; and(b)the technical means for delaying the public disclosure of inside information as referred
to in paragraphs 2 and 3.

ESMA shall submit those draft implementing technical standards to the Commission by [12months after entry into force].
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.

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Article 78
Prohibition of insider dealing0.

For the purposes of this Regulation, insider dealing arises where a person possesses inside
information and uses that information by acquiring or disposing of, for its own account or forthe account of a third party, directly or indirectly, crypto-assets to which that information
relates. The use of inside information by cancelling or amending an order concerning acrypto-asset to which the information relates where the order was placed before the person
concerned possessed the inside information, shall also be considered to be insider dealing.
The use of inside information shall also comprise submitting, modifying or withdrawing a bid
by a person for its own account or for the account of a third party.

1.

No person shall engage or attempt to engage in insider dealing or use inside information about
crypto-assets to acquire those crypto-assets, or to dispose of those crypto-assets, either
directly or indirectly and either for his or her own account or for the account of a third party.
No person shall recommend that another person engage in insider dealing or induce anotherperson to engage in insider dealing.

2.

No person that possesses inside information about crypto-assets shall:(a)recommend, on the basis of that inside information, that another person acquires those
crypto-assets or disposes of those crypto-assets to which that information relates, or
induce that person to make such an acquisition or disposal; or(b)recommend, on the basis of that inside information, that another person cancels oramends an order concerning those crypto-assets, or induce that person make such acancellation or amendment.

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3.

The use of the recommendations or inducements referred to in paragraph 2 amounts to insider
dealing within the meaning of this Article where the person using the recommendation or
inducement knows or ought to know that it is based upon inside information.

4.

This Article applies in particular to any person who possesses inside information as a resultof:(a)being a member of the administrative, management or supervisory bodies of the issuer
or offeror;(b)having a holding in the capital of the issuer or offeror;(c)having access to the information through the exercise of an employment, profession
duties or in relation to its role in the DLT or similar technology; or(d)being involved in criminal activities.

This Article also applies to any person who possesses inside information under circumstances
other than those referred to in the first subparagraph where that person knows or ought toknow that it is inside information.
5.

Where the person is a legal person, this Article shall also apply, in accordance with nationallaw, to the natural persons who participate in the decision to carry out the acquisition,
disposal, cancellation or amendment of an order for the account of the legal person concerned.

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Article 79
Prohibition of unlawful disclosure of inside information1.

No person that possesses inside information shall unlawfully disclose such information to any
other person, except where such disclosure is made in the normal exercise of an employment,a profession or duties.

2.

The onward disclosure of recommendations or inducements referred to in Article 78 (3)amounts to unlawful disclosure of inside information under this Article where the person
disclosing the recommendation or inducement knows or ought to know that it was based on
inside information.

Article 80
Prohibition of market manipulation1.

No person shall engage in or attempt to engage in market manipulation which shall comprise
any of the following activities:(a)unless the person entering into a transaction, placing an order to trade or engaging in
any other behaviour establishes that such transaction, order or behaviour has been
carried out for legitimate reasons, entering into a transaction, placing an order to tradeor any other behaviour which:(i)gives, or is likely to give, false or misleading signals as to the supply of, demandfor, or price of, a crypto-asset;(ii)

secures, or is likely to secure, the price of one or several crypto-assets at anabnormal or artificial level.

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(b)

entering into a transaction, placing an order to trade or any other activity or behaviour
which affects or is likely to affect the price of one or several crypto-assets, while
employing a fictitious device or any other form of deception or contrivance;(c)disseminating information through the media, including the internet, or by any othermeans, which gives, or is likely to give, false or misleading signals as to the supply of,demand for, or price of a crypto-asset, or secures or is likely to secure, the price of one
or several crypto-assets, at an abnormal or artificial level, including the dissemination of
rumours, where the person who made the dissemination knew, or ought to have known,that the information was false or misleading.

2.

The following behaviour shall, inter alia, be considered as market manipulation:(a)securing a dominant position over the supply of or demand for a crypto-asset, whichhas, or is likely to have, the effect of fixing, directly or indirectly, purchase or saleprices or creates, or is likely to create, other unfair trading conditions;(b)the placing of orders to a trading platform for crypto-assets, including any cancellation
or modification thereof, by any available means of trading, and which has one of theeffects referred to in paragraph 1(a), by:(i)disrupting or delaying the functioning of the trading platform for crypto-assets orengaging into any activities that are likely to have that effect;(ii)

making it more difficult for other persons to identify genuine orders on the trading
platform for crypto-assets or engaging into any activities that are likely to havethat effect, including by entering orders which result in the destabilisation of thenormal functioning of the trading platform for crypto-assets;(iii) creating a false or misleading signal about the supply of, or demand for, or priceof, a crypto-asset, in particular by entering orders to initiate or exacerbate a trend,or engaging into any activities that are likely to have that effect;(c)taking advantage of occasional or regular access to the traditional or electronic media by
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price of that crypto-asset, without having simultaneously disclosed that conflict ofinterest to the public in a proper and effective way.

Article 80a1.

Any person professionally arranging or executing transactions in crypto-assets shall have inplace effective systems, procedures and arrangements to monitor and detect market abuse as
referred to in this Title. The person shall without delay report to the competent authority as
referred to in paragraph 2 any reasonable suspicion regarding orders and transactions,
including cancellation or modification thereof and other aspects of the functioning of DLTsuch as the consensus mechanism, that there may exist circumstances that indicate that any
market abuse has been committed, is being committed or is likely to be committed.
The competent authorities receiving the notification of suspicious orders and transactions
shall transmit such information immediately to the competent authorities of the trading
platforms concerned.

2.

Persons professionally arranging or executing transactions in crypto-assets shall be subject tothe rules of notification of the Member State in which they are registered or have their head
office, or, in the case of a branch, the Member State where the branch is situated. The
notification shall be addressed to the competent authority of that Member State.

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3.

In order to ensure consistent application of this Article, ESMA shall develop draft regulatory
technical standards to specify:(a)appropriate arrangements, systems and procedures for persons to comply with therequirements established in paragraph 1;(b)

the notification template to be used by providers to comply with the requirements
established in paragraph 2;(c)in case of cross-border market abuse situations, coordination procedures between therelevant competent authorities for the detection and sanctions.

ESMA shall submit those draft regulatory technical standards to the Commission by [18months after the entry into force of the Regulation].
In order to ensure consistency of supervisory practices under this Article, ESMA shall also
draft guidelines on supervisory practices among NCA to detect and prevent market abusecases, if not already covered by the RTS mentioned above, by [24 months after the entry into
force of the Regulation].

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Title VII
Competent Authorities, the EBA and ESMA

Chapter 1
Powers of competent authorities and cooperation between competentauthorities, the EBA and ESMA

Article 81
Competent authorities
1.

Member States shall designate the competent authorities responsible for carrying out thefunctions and duties provided for in this Regulation and shall inform the EBA and ESMA
thereof.

2.

Where Member States designate more than one competent authority pursuant to paragraph 1,
they shall determine their respective tasks and designate one or more competent authorities asa single point of contact for cross-border administrative cooperation between competentauthorities as well as with the EBA and ESMA.

3.

ESMA shall publish on its website a list of the competent authorities designated in accordancewith paragraph 1 and 2.

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Article 82
Powers of competent authorities
1.

In order to fulfil their duties under Titles II, III, IV, V and VI of this Regulation, competentauthorities shall have, in accordance with national law, at least the following supervisory andinvestigative powers:(a)to require any natural or legal person to provide information and documents which thecompetent authority considers could be relevant for the performance of its duties;(b)[deleted](c)to suspend, or to require a crypto-asset service provider to suspend, the provision of
crypto-asset services for a maximum of 30 consecutive working days on any single
occasion where there are reasonable grounds for believing that this Regulation has been
infringed;(d)to prohibit the provision of crypto-asset services where they find that this Regulation
has been infringed;(e)to disclose, or to require a crypto-asset servicer provider to disclose, all material
information which may have an effect on the provision of the crypto-asset services inorder to ensure the protection of the interests of the clients, in particular retail holders,or the smooth operation of the market;(f)

to make public the fact that a crypto-asset service provider is failing to comply with its
obligations;

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(g)

to suspend, or to require a crypto-asset service provider to suspend, the provision of
crypto-asset services where the competent authorities consider that the crypto-asset
service provider’s situation is such that the provision of the crypto-asset service would
be detrimental to clients’ interests, in particular retail holders;(h)to require the transfer of existing contracts to another crypto-asset service provider incases where a crypto-asset service provider’s authorisation is withdrawn in accordancewith Article 56, subject to the agreement of the clients and the receiving crypto-asset
service provider;(i)[deleted](j)[deleted](k)where there is a reason to assume that a person is providing crypto-asset services
without authorisation, to order the immediate cessation of the activity without priorwarning or imposition of a deadline;(l)to require, offerors or persons seeking admission to trading of crypto-assets and issuersof asset-referenced tokens and e-money tokens, to amend their crypto-asset white paperor their modified cryto-asset white paper, where they find the crypto-asset white paperor the modified crypto-asset white paper does not include the information required by
Articles 5, 17 or 46 of this Regulation;(la) to require, offerors or persons seeking admission to trading of crypto-assets and issuersof asset-referenced tokens and e-money tokens, to amend their marketing
communication, where they find the marketing communication does not comply with
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(n)

to require offerors or persons seeking admission to trading of crypto-assets and issuersof asset-referenced tokens and e-money tokens, to include additional information in
their crypto-asset white papers, where necessary for financial stability or the protectionof the interests of the holders of crypto-assets, in particular retail holders;(o)to suspend an offer to the public or an admission to trading of crypto-assets, including
asset-referenced tokens or e-money tokens, for a maximum of 30 consecutive working
days on any single occasion where there are reasonable grounds for suspecting that thisRegulation has been infringed;(p)

to prohibit an offer to the public or an admission to trading of crypto-assets, including
asset-referenced tokens or e-money tokens, where they find that this Regulation has
been infringed or where there are reasonable grounds for suspecting that it would be
infringed;(q)

to suspend, or require a trading platform for crypto-assets to suspend, trading of thecrypto-assets, including asset-referenced tokens or e-money tokens, for a maximum of
30 consecutive working days on any single occasion where there are reasonable grounds
for believing that this Regulation has been infringed;(r)

to prohibit trading of crypto-assets, including asset-referenced tokens or e-money
tokens, on a trading platform for crypto-assets where they find that this Regulation has
been infringed or where there are reasonable grounds for suspecting that it would be
infringed;(ra) to suspend or prohibit marketing communications where there are reasonable grounds
for believing that this Regulation has been infringed;

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(rb) to require offerors or persons seeking admission to trading of crypto-assets, issuers ofasset-referenced tokens and e-money tokens or relevant crypto-asset service providers tocease or suspend advertisements for a maximum of 30 consecutive working days on any
single occasion where there are reasonable grounds for believing that this Regulation
has been infringed;(s)

to make public the fact that an offeror or person seeking admission to trading of cryptoassets or an issuer of asset-referenced tokens or e-money tokens, is failing to comply
with its obligations;(t)to disclose, or to require the offeror or person seeking admission to trading of cryptoassets or an issuer of asset-referenced tokens or e-money tokens, to disclose all material
information which may have an effect on the assessment of the crypto-assets offered tothe public or admitted to trading on a trading platform for crypto-assets in order toensure the protection of the interests of the holders of crypto-assets, in particular retailholders, or the smooth operation of the market;(u)

to suspend, or require the relevant trading platform for crypto-assets to suspend, thecrypto-assets, including asset-referenced tokens or e-money tokens, from trading where
it considers that the situation of the offeror, person seeking admission to trading, orissuer, is such that trading would be detrimental to the interests of the holders of cryptoassets, in particular retail holders;(v)

where there is a reason to assume that a person is issuing asset-referenced tokens or emoney tokens without authorisation or a person is offering or seeking admission to
trading on a trading platform for crypto-assets of crypto-assets other than assetreferenced tokens or e-money tokens without a crypto-asset white paper notified inaccordance with Article 7, to order the immediate cessation of the activity without priorwarning or imposition of a deadline;

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(w) to take any type of measure to ensure that an offeror or a person seeking admission to
trading of crypto-assets, an issuer of asset-referenced tokens or e-money tokens or acrypto-assets service provider comply with this Regulation including to require thecessation of any practice or conduct that the competent authority considers contrary tothis Regulation;(x)

to carry out on-site inspections or investigations at sites other than the private residencesof natural persons, and for that purpose to enter premises in order to access documents
and other data in any form;(z)

to allow auditors or experts to carry out verifications or investigations;(aa) to require the removal of a natural person from the management body of an issuer ofasset-referenced tokens or of a crypto-asset service provider;(ab) to request any person to take steps to reduce the size of its position or exposure to
crypto-assets;(ac) where no other effective means are available to bring about the cessation of theinfringement of this Regulation and in order to avoid the risk of serious harm to theinterests of clients and holders of crypto-assets:(i)to take all necessary measures to remove content or to restrict access to an online
interface or to order the explicit display of a warning to clients and holders ofcrypto-assets when they access an online interface;(ii)

to take all necessary measures to order a hosting service provider to remove,disable or restrict access to an online interface; or(iii) to take all necessary measures to order domain registries or registrars to delete afully qualified domain name and to allow the competent authority concerned toregister it, including by requesting a third party or other public authority to
implement such measures;

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(ad) to require an issuer of an asset-referenced token or an e-money token, in accordancewith Articles 19b(2), 20(1b), or 52(3), to introduce a minimum denomination or tolimit the amount issued.
Supervisory and investigative powers exercised in relation to issuers, offerors, persons
seeking admission to trading of crypto-assets and crypto-assets service providers are without
prejudice to powers granted to the same or other supervisory authorities as regards thoseentities, including powers granted to relevant competent authorities under national laws
transposing Directive 2009/110/EC and prudential supervisory powers granted to the ECB
under Council Regulation (EU) 1024/2013.
2.

In order to fulfil their duties under Title VI of this Regulation, competent authorities shallhave, in accordance with national law, at least the following supervisory and investigatory
powers in addition to powers referred to in paragraph 1:(a)to access any document and data in any form, and to receive or take a copy thereof;(b)

to require or demand information from any person, including those who are
successively involved in the transmission of orders or conduct of the operations
concerned, as well as their principals, and if necessary, to summon and question any
such person with a view to obtain information;(c)to enter the premises of natural and legal persons in order to seize documents and data
in any form where a reasonable suspicion exists that documents or data relating to thesubject matter of the inspection or investigation may be relevant to prove a case of
insider dealing or market manipulation infringing this Regulation;(d)to refer matters for criminal prosecution;

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(e)

to require, insofar as permitted by national law, existing data traffic records held by atelecommunications operator, where there is a reasonable suspicion of an infringement
and where such records may be relevant to the investigation of an infringement of
Articles 77, 78, 79 and 80;(f)

to request the freezing or sequestration of assets, or both;(g)

to impose a temporary prohibition on the exercise of professional activity;(h)to take all necessary measures to ensure that the public is correctly informed, inter alia,
by correcting false or misleading disclosed information, including by requiring an
issuer, an offeror or a person seeking admission to trading of crypto-assets or otherperson who has published or disseminated false or misleading information to publish acorrective statement.

3.

Where necessary under national law, the competent authority may ask the relevant judicial
authority to decide on the use of the powers referred to in paragraphs 1 and 2.

4.

Competent authorities shall exercise their functions and powers referred to in paragraphs 1
and 2 in any of the following ways:(a)directly;(b)in collaboration with other authorities, including authorities competent for theprevention and fight against money laundering and terrorist financing.

(c)under their responsibility by delegation to such authorities;(d)by application to the competent judicial authorities.

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5.

Member States shall ensure that appropriate measures are in place so that competentauthorities have all the supervisory and investigatory powers that are necessary to fulfil theirduties.

6.

A person making information available to the competent authority in accordance with thisRegulation shall not be considered to be infringing any restriction on disclosure of
information imposed by contract or by any legislative, regulatory or administrative provision,and shall not be subject to liability of any kind related to such notification.

Article 83
Cooperation between competent authorities
1.

Competent authorities shall cooperate with each other for the purposes of this Regulation.
Competent authorities shall render assistance to competent authorities of other Member Statesand EBA and ESMA. They shall exchange information without undue delay and cooperate ininvestigation, supervision and enforcement activities.
Where Member States have chosen, in accordance with Article 92(1), second subparagraph, tolay down criminal penalties for an infringement of this Regulation, they shall ensure thatappropriate measures are in place so that competent authorities have all the necessary powers
to liaise with judicial, prosecuting, or criminal justice authorities within their jurisdiction toreceive specific information related to criminal investigations or proceedings commenced for
infringements of this Regulation and to provide the same information to other competentauthorities as well as to the EBA and ESMA, in order to fulfil their obligation to cooperate forthe purposes of this Regulation.

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2.

A competent authority may refuse to act on a request for information or a request to cooperatewith an investigation only in any of the following exceptional circumstances:(a)communication of relevant information could adversely affect the security of theMember State addressed, in particular the fight against terrorism and other serious
crimes;(aa) where complying with the request is likely to adversely affect its own investigation,
enforcement activities or, where applicable, a criminal investigation;(b)

where judicial proceedings have already been initiated in respect of the same actions
and against the same natural or legal persons before the authorities of the Member State
addressed;(c)where a final judgement has already been delivered in relation to such natural or legal
persons for the same actions in the Member State addressed.

3.

Competent authorities shall, on request, without undue delay supply any information required
for the purposes of this Regulation.

4.

A competent authority may request assistance from the competent authority of anotherMember State with regard to on-site inspections or investigations.
Where a competent authority receives a request from a competent authority of anotherMember State to carry out an on-site inspection or an investigation, it may take any of thefollowing actions:(a)carry out the on-site inspection or investigation itself;(b)allow the competent authority which submitted the request to participate in an on-site
inspection or investigation;

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(c)

allow the competent authority which submitted the request to carry out the on-site
inspection or investigation itself;(d)share specific tasks related to supervisory activities with the other competent authorities.

A requesting competent authority shall inform the EBA and ESMA of any request.
4a.

In the case of an on-site inspection or investigation referred to in paragraph 4, ESMA shallcoordinate the inspection or investigation, where requested to do so by one of the competentauthorities.
Where the on-site inspection or investigation referred to in paragraph 4 concerns an issuer ofasset-referenced tokens or e-money tokens, or crypto-asset services related to asset-referenced
tokens or e-money tokens, the EBA shall, where requested to do so by one of the competentauthorities, coordinate the inspection or investigation.

5.

The competent authorities may refer to ESMA in situations where a request for cooperation,in particular to exchange information, has been rejected or has not been acted upon within areasonable time.
Without prejudice to Article 258 TFEU, ESMA may, in such situations, act in accordancewith the power conferred on it under Article 19 of Regulation (EU) No 1095/2010.

6.

By derogation to paragraph 5, the competent authorities may refer to the EBA in situations
where a request for cooperation, in particular to exchange information, concerning an issuerof asset-referenced tokens or e-money tokens, or crypto-asset services related to assetreferenced tokens or e-money tokens, has been rejected or has not been acted upon within areasonable time.
Without prejudice to Article 258 TFEU, the EBA may, in such situations, act in accordancewith the power conferred on it under Article 19 of Regulation (EU) No 1093/2010.

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7.

Competent authorities shall closely coordinate their supervision in order to identify andremedy infringements of this Regulation, develop and promote best practices, facilitate
collaboration, foster consistency of interpretation, and provide cross-jurisdictional
assessments in the event of any disagreements.
For the purpose of the first sub-paragraph, the EBA and ESMA shall fulfil a coordination role
between competent authorities and across colleges as referred to in Article 99 with a view ofbuilding a common supervisory culture and consistent supervisory practices, ensuring uniform
procedures and consistent approaches, and strengthening consistency in supervisory
outcomes.

8.

Where a competent authority finds that any of the requirements under this Regulation has notbeen met or has reason to believe that to be the case, it shall inform the competent authority ofthe entity or entities suspected of such infringement of its findings in a sufficiently detailed
manner.

9.

ESMA, in close cooperation with EBA, shall develop draft regulatory technical standards tospecify the information to be exchanged between competent authorities in accordance withparagraph 1.
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation(EU) No 1095/2010.
ESMA shall submit those draft regulatory technical standards to the Commission by …
[please insert date 12 months after entry into force].

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10.

ESMA, in close cooperation with EBA, shall develop draft implementing technical standards
to establish standard forms, templates and procedures for the cooperation and exchange of
information between competent authorities.
ESMA shall submit those draft implementing technical standards to the Commission by …
[please insert date 12 months after the date of entry into force].
Power is conferred on the Commission to adopt the implementing technical standards referred
to in the first subparagraph of this paragraph in accordance with Article 15 of Regulation(EU) No 1095/2010.

Article 84
Cooperation with the EBA and ESMA1.

For the purpose of this Regulation, the competent authorities shall cooperate closely with
ESMA in accordance with Regulation (EU) No 1095/2010 and with the EBA in accordancewith Regulation (EU) No 1093/2010. They shall exchange information in order to carry out
their duties under this Chapter and Chapters 1a and 2 of this Title.

2.

[moved up]

3.

The competent authorities shall without delay provide the EBA and ESMA with all
information necessary to carry out their duties, in accordance with Article 35 of Regulation(EU) No 1093/2010 and Article 35 of Regulation (EU) No 1095/2010 respectively.

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4.

In order to ensure uniform conditions of application of this Article and Article 83, ESMA, inclose cooperation with the EBA, shall develop draft implementing technical standards toestablish standard forms, templates and procedures for the cooperation and exchange of
information between competent authorities and the EBA and ESMA.
ESMA shall submit those draft implementing technical standards to the Commission by ...
[please insert date 12 months after the date of entry into force].
Power is conferred on the Commission to adopt the implementing technical standards referred
to in the first subparagraph of this paragraph in accordance with Article 15 of Regulation(EU) No 1095/2010.

Article 84a
Promotion of convergence on the classification of crypto-assets
1.

ESMA, EIOPA and EBA shall jointly develop by [18 months after date of entry into force]
guidelines to specify the content and form of the explanation referred to in Article 7(3) and of
the legal opinions referred to in Articles 15a(1)(b)(b) and 16(2)(d), which shall include a
template for the explanation or opinion and a standardised test for the classification of cryptoassets.

2.

ESMA, EIOPA and EBA shall, in accordance with Article 29 of Regulation (EU) No
1093/2010, Regulation (EU) No 1094/2010 and Regulation (EU) No 1095/2010, where
relevant, promote the discussion among competent authorities on the classification of thecrypto-assets notified to ESMA under Article 91a(2), (3) and (4), including those that are
excluded from the scope of this Regulation, in accordance with Article 2(2a), identify sourcesof potential divergences in the approaches of the competent authorities and, to the extent
possible, promote a common approach.

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3.

National competent authorities of the home or the host Member States may request an opinion
from ESMA, EIOPA or EBA, as appropriate, on the classification of crypto-assets, including
those that are excluded from the scope of this Regulation in accordance with Article 2(2a).
ESMA, EIOPA and EBA shall provide such opinion, in accordance with Article 29 ofRegulation (EU) No 1093/2010, Regulation (EU) No 1094/2010 and Regulation (EU) No
1095/2010, within 15 working days following the receipt of the request by the national
competent authorities.

4.

ESMA, EIOPA and EBA shall jointly draw up an annual report based on the notifications
received under Article 91a and on their work referred to in paragraphs 2 and 3 identifying
difficulties in the classification of crypto-assets and divergences in the approaches of national
competent authorities.

Article 85
Cooperation with other authorities

Where an offeror or person seeking admission to trading of crypto-assets or an issuer of assetreferenced tokens or e-money tokens, or a crypto-asset service provider engages in activities otherthan those covered by this Regulation, the competent authorities shall cooperate with the authorities
responsible for the supervision or oversight of such other activities as provided for in the relevant
Union or national law, including tax authorities and relevant supervisory authorities from third
countries.

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Article 86
Notification duties
Member States shall notify the laws, regulations and administrative provisions implementing thisTitle, including any relevant criminal law provisions, to the Commission, the EBA and ESMA by…
[please insert date [24] months after the date of entry into force]. Member States shall notify theCommission the EBA and ESMA without undue delay of any subsequent amendments thereto.

Article 87
Professional secrecy
1.

All information exchanged between the competent authorities under this Regulation thatconcerns business or operational conditions and other economic or personal affairs shall beconsidered to be confidential and shall be subject to the requirements of professional secrecy,
except where the competent authority states at the time of communication that suchinformation is permitted to be disclosed or such disclosure is necessary for legal proceedings
or cases covered by national taxation or criminal law.

2.

The obligation of professional secrecy shall apply to all natural or legal persons who work or
who have worked for the competent authorities. Information covered by professional secrecy
may not be disclosed to any other natural or legal person or authority except by virtue ofprovisions laid down by Union or national law.

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Article 88
Data protection

With regard to the processing of personal data within the scope of this Regulation, competentauthorities shall carry out their tasks for the purposes of this Regulation in accordance with
Regulation (EU) 2016/67950.

With regard to the processing of personal data by the EBA and ESMA within the scope of thisRegulation, it shall comply with Regulation (EU) 2018/172551.

Article 89
Precautionary measures
1.

Where the competent authority of a host Member State has clear and demonstrable grounds
for believing that irregularities have been committed by a crypto-asset service provider, by anofferor or person seeking admission to trading of crypto-assets or by an issuer of assetreferenced tokens or e-money tokens it shall notify the competent authority of the home
Member State and ESMA thereof.
Where the irregularities concern an issuer of asset-referenced tokens or e-money tokens, or acrypto-asset service related to asset-referenced tokens or e-money tokens, the competentauthorities of the host Member States shall notify the EBA.

2.

Where, despite the measures taken by the competent authority of the home Member State, thecrypto-asset service provider or the issuer, offeror or person seeking admission to trading of
crypto-assets persists in infringing this Regulation, the competent authority of the host
Member State, after informing the competent authority of the home Member State, ESMA50

51

Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protectionof natural persons with regard to the processing of personal data and on the free movement of such data, andrepealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1)
Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on theprotection of natural persons with regard to the processing of personal data by the Union institutions, bodies,
offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 andDecision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39).

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and where appropriate the EBA, shall take all appropriate measures in order to protect clientsof crypto-asset service providers and holders of crypto-assets, in particular retail holders. This
includes preventing the crypto-asset service provider, offeror or person seeking admission to
trading from conducting further activities in the host Member State. The competent authority
shall inform ESMA and where appropriate the EBA thereof without undue delay. ESMA, andwhere relevant the EBA, shall inform the Commission accordingly without undue delay.
3.

Where a competent authority disagrees with any of the measures taken by another competentauthority pursuant to paragraph 2 of this Article, it may bring the matter to the attention of
ESMA. ESMA may act in accordance with the powers conferred on it under Article 19 ofRegulation (EU) No 1095/2010.
By derogation to the first subparagraph, where the measures concern an issuer of assetreferenced tokens or e-money tokens, or a crypto-asset service related to asset-referenced
tokens or e-money tokens, the competent authority may bring the matter to the attention of the
EBA. The EBA may act in accordance with the powers conferred on it under Article 19 ofRegulation (EU) No 1093/2010.

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Article 89a
ESMA temporary intervention powers
1.

In accordance with Article 9(5) of Regulation (EU) No 1095/2010, ESMA may, where theconditions in paragraphs 2 and 3 are fulfilled, temporarily prohibit or restrict:(a)the marketing, distribution or sale of certain crypto-assets other than asset-referenced
tokens or e-money tokens with certain specified features or(b)a type of crypto asset activity or practice.

A prohibition or restriction may apply in circumstances, or be subject to exceptions, specified
by ESMA.
2.

ESMA shall take a decision under paragraph 1 only if all of the following conditions are
fulfilled:(a)the proposed action addresses a significant investor protection concern or a threat to theorderly functioning and integrity of markets in crypto-assets or to the stability of thewhole or part of the financial system in the Union;(b)

regulatory requirements under Union law that are applicable to the relevant cryptoassets and crypto-asset services do not address the threat;(c)a competent authority or competent authorities have not taken action to address thethreat or the actions that have been taken do not adequately address the threat.

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3.

When taking action under this Article, ESMA shall ensure that the action:(a)does not have a detrimental effect on the efficiency of markets in crypto-assets or on
holders of crypto-assets or clients of crypto-asset services that is disproportionate to thebenefits of the action, and(b)does not create a risk of regulatory arbitrage.

Where a competent authority or competent authorities have taken a measure under Article
89b, ESMA may take any of the measures referred to in paragraph 1 without issuing theopinion provided for in Article 89c.
4.

Before deciding to take any action under this Article, ESMA shall notify competentauthorities of the action it proposes.

5.

ESMA shall publish on its website notice of any decision to take any action under this Article.
The notice shall specify details of the prohibition or restriction and specify a time after the
publication of the notice from which the measures will take effect. A prohibition or restriction
shall only apply to action taken after the measures take effect.

6.

ESMA shall review a prohibition or restriction imposed under paragraph 1 at appropriate
intervals, and at least every six months. Following at least two consecutive renewals andbased on proper analysis in order to assess the impact on the consumer, ESMA may decide on
the annual renewal of the prohibition or restriction.

7.

Action adopted by ESMA under this Article shall prevail over any previous action taken by acompetent authority.

8.

The Commission shall adopt delegated acts in accordance with Article 121 specifying criteria
and factors to be taken into account by ESMA in determining when there is a significant
investor protection concern or a threat to the proper functioning or integrity of markets incrypto-assets or to the stability of the whole or part of the financial system of the Union
referred to in paragraph 2(a).

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Article 89b
EBA temporary intervention powers
1.

In accordance with Article 9(5) of Regulation (EU) No 1093/2010, EBA may, where theconditions in paragraphs 2 and 3 are fulfilled, temporarily prohibit or restrict:(a)the marketing, distribution or sale of certain asset-referenced tokens or e-money tokens
with certain specified features or(b)a type of activity or practice related to asset-referenced tokens or e-money tokens.
A prohibition or restriction may apply in circumstances, or be subject to exceptions,specified by EBA.

2.

EBA shall take a decision under paragraph 1 only if all of the following conditions are
fulfilled:(a)the proposed action addresses a significant investor protection concern or a threat to theorderly functioning and integrity of markets in crypto-assets or to the stability of thewhole or part of the financial system in the Union;(b)

regulatory requirements under Union law that are applicable to the relevant assetreferenced tokens, e-money tokens or services related to them do not address the threat;(c)a competent authority or competent authorities have not taken action to address thethreat or the actions that have been taken do not adequately address the threat.

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3.

When taking action under this Article, EBA shall ensure that the action:(a)does not have a detrimental effect on the efficiency of markets in crypto-assets or on
holders of asset-referenced tokens or e-money tokens or clients of services on thoseassets that is disproportionate to the benefits of the action, and(b)does not create a risk of regulatory arbitrage.

Where a competent authority or competent authorities have taken a measure under Article
89b, EBA may take any of the measures referred to in paragraph 1 without issuing the opinion
provided for in Article 89c.
4.

Before deciding to take any action under this Article, EBA shall notify competent authoritiesof the action it proposes.

5.

EBA shall publish on its website notice of any decision to take any action under this Article.
The notice shall specify details of the prohibition or restriction and specify a time after the
publication of the notice from which the measures will take effect. A prohibition or restriction
shall only apply to action taken after the measures take effect.

6.

EBA shall review a prohibition or restriction imposed under paragraph 1 at appropriate
intervals, and at least every six months. Following at least two consecutive renewals andbased on proper analysis in order to assess the impact on the consumer, EBA may decide on
the annual renewal of the prohibition or restriction.

7.

Action adopted by EBA under this Article shall prevail over any previous action taken by acompetent authority.

8.

The Commission shall adopt delegated acts in accordance with Article 121 specifying criteria
and factors to be taken into account by EBA in determining when there is a significant
investor protection concern or a threat to the proper functioning or integrity of markets incrypto-assets or to the stability of the whole or part of the financial system of the Union
referred to in paragraph 2(a).

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Article 89c
Product intervention by competent authorities
1.

A competent authority may prohibit or restrict the following in or from that Member State:(a)the marketing, distribution or sale of certain crypto-assets other than asset-referenced
tokens and e-money tokens with certain specified features; or(b)2.

a type of crypto asset activity or practice.

A competent authority may take the action referred to in paragraph 1 if it is satisfied onreasonable grounds that:(a)a crypto-asset gives rise to significant investor protection concerns or poses a threat tothe orderly functioning and integrity of markets in crypto-assets or to the stability ofwhole or part of the financial system within at least one Member State;(b)existing regulatory requirements under Union law applicable to the crypto-asset orservice do not sufficiently address the risks referred to in point (a) and the issue would
not be better addressed by improved supervision or enforcement of existing
requirements;(c)the action is proportionate taking into account the nature of the risks identified, the levelof sophistication of investors or market participants concerned and the likely effect of
the action on investors and market participants who may hold, use or benefit from thecrypto-asset or service;

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(d)

the competent authority has properly consulted competent authorities in other Member
States that may be significantly affected by the action;(e)the action does not have a discriminatory effect on services or activities provided fromanother Member State.

Where the conditions set out in the first subparagraph are fulfilled, the competent authority
may impose the prohibition or restriction referred to in paragraph 1 on a precautionary basis
before a crypto-asset has been marketed, distributed or sold to clients.
A prohibition or restriction may apply in circumstances, or be subject to exceptions, specified
by the competent authority.
3.

The competent authority shall not impose a prohibition or restriction under this Article unless,not less than one month before the measure is intended to take effect, it has notified all othercompetent authorities and ESMA in writing or through another medium agreed between theauthorities the details of:(a)the crypto-asset or activity or practice to which the proposed action relates;(b)

the precise nature of the proposed prohibition or restriction and when it is intended totake effect; and(c)the evidence upon which it has based its decision and upon which it is satisfied that eachof the conditions in paragraph 2 are met.

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4.

In exceptional cases where the competent authority deems it necessary to take urgent action
under this Article in order to prevent detriment arising from the crypto-asset or crypto-asset
service referred to in paragraph 1, the competent authority may take action on a provisional
basis with no less than 24 hours’ written notice, before the measure is intended to take effect,
to all other competent authorities and ESMA provided that all the criteria in this Article are
met and that, in addition, it is clearly established that a one month notification period would
not adequately address the specific concern or threat. The competent authority shall not takeaction on a provisional basis for a period exceeding three months.

5.

The competent authority shall publish on its website notice of any decision to impose any
prohibition or restriction referred to in paragraph 1. The notice shall specify details of theprohibition or restriction, a time after the publication of the notice from which the measures
will take effect and the evidence upon which it is satisfied each of the conditions in paragraph
2 are met. The prohibition or restriction shall only apply in relation to actions taken after the
publication of the notice.

6.

The competent authority shall revoke a prohibition or restriction if the conditions in paragraph
2 no longer apply.

7.

The Commission shall adopt delegated acts in accordance with Article 121 specifying criteria
and factors to be taken into account by competent authorities in determining when there is asignificant investor protection concern or a threat to the orderly functioning and integrity offinancial markets or commodity markets or to the stability of the of the financial system
within at least one Member State referred to in paragraph 2(a).

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Article 89d
Coordination by ESMA and EBA
1.

ESMA or, for asset-referenced tokens and e-money tokens, EBA shall perform a facilitationand coordination role in relation to action taken by competent authorities under Article 89c. In
particular ESMA or, for asset-referenced tokens and e-money tokens, EBA shall ensure that
action taken by a competent authority is justified and proportionate and that where appropriate
a consistent approach is taken by competent authorities.

2.

After receiving notification under Article 89c of any action that is to be imposed under that
Article, ESMA or, for asset-referenced tokens and e-money tokens, EBA shall adopt an
opinion on whether the prohibition or restriction is justified and proportionate. If ESMA or,for asset-referenced tokens and e-money tokens, EBA considers that the taking of a measureby other competent authorities is necessary to address the risk, it shall state this in its opinion.
The opinion shall be published on ESMA’s or, for asset-referenced tokens and e-money
tokens, EBA’s website.

3.

Where a competent authority proposes to take, or takes, action contrary to an opinion adopted
by ESMA or EBA under paragraph 2 or declines to take action contrary to such an opinion, it
shall immediately publish on its website a notice fully explaining its reasons for so doing.

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Article 90
Cooperation with third countries
1.

The competent authorities of Member States shall, where necessary, conclude cooperation
arrangements with supervisory authorities of third countries concerning the exchange of
information with supervisory authorities in third countries and the enforcement of obligations
arising under this Regulation in third countries. Those cooperation arrangements shall ensure
at least an efficient exchange of information that allows the competent authorities to carry out
their duties under this Regulation.
A competent authority shall inform the EBA, ESMA and the other competent authorities
where it proposes to enter into such an arrangement.

2.

ESMA, in close cooperation with the EBA, shall, where possible, facilitate and coordinate thedevelopment of cooperation arrangements between the competent authorities and the relevantsupervisory authorities of third countries.

2a.

ESMA, in close cooperation with the EBA, shall develop draft regulatory technical standards
containing a template document for cooperation arrangements that are to be used bycompetent authorities of Member States where possible.
ESMA shall submit those draft regulatory technical standards to the Commission by [please
insert date 12 months after entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the second subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010.

3.

ESMA, in close cooperation with EBA, shall also, where possible, facilitate and coordinate
the exchange between competent authorities of information obtained from supervisory
authorities of third countries that may be relevant to the taking of measures under Chapter 2.

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4.

The competent authorities shall conclude cooperation arrangements on exchange of
information with the supervisory authorities of third countries only where the information
disclosed is subject to guarantees of professional secrecy which are at least equivalent to thoseset out in Article 87. Such exchange of information shall be intended for the performance ofthe tasks of those competent authorities.

Article 91
Complaint handling by competent authorities
1.

Competent authorities shall set up procedures which allow clients and other interested parties,
including consumer associations, to submit complaints to the competent authorities withregard to offerors and persons seeking admission to trading of crypto-assets and issuers ofasset-referenced tokens or e-money tokens, and crypto-asset service providers’ alleged
infringements of this Regulation. In all cases, complaints should be accepted in written or
electronic form and in an official language of the Member State in which the complaint is
submitted or in a language accepted by the competent authorities of that Member State.

2.

Information on the complaints’ handling procedures referred to in paragraph 1 shall be madeavailable on the website of each competent authority and communicated to the EBA and
ESMA. ESMA shall publish the references to the complaints’ handling procedures related
sections of the websites of the competent authorities in its crypto-asset register referred to in
Article 91a.

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Chapter 1a
ESMA register

Article 91a
Register of crypto-asset white papers, issuers of asset-referenced tokens and e-money tokens, andcrypto-asset service providers
1.

ESMA shall establish a register of:(a)crypto-asset white papers of crypto-assets other than asset-referenced tokens and emoney tokens;(b)issuers of asset-referenced tokens;(c)issuers of e-money tokens, and(d)crypto-asset service providers.

That register shall be publicly available on its website and shall be updated on a regular basis.
2.

As regards crypto-asset white papers of crypto-assets other than asset-referenced tokens or emoney tokens, the register referred to in paragraph 1 shall contain the crypto-asset white
papers and the modified white papers, with the old versions of the crypto-asset white papers
kept in a separate archive and be clearly marked as old versions.

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3.

As regards issuers of asset-referenced tokens, the register referred to in paragraph 1 shallcontain the following information:(a)the name, legal form and, if available, the legal entity identifier of the issuer of assetreferenced tokens;(b)

the commercial name, physical address, telephone number, e-mail and website of theissuer of the asset-referenced tokens;(c)

the crypto-asset white papers and the modified white papers, with the old versions of thecrypto-asset white paper kept in a separate archive and be clearly marked as old
versions;(d)

any other services provided by the issuer of asset-referenced tokens not covered by thisRegulation, with a reference to the relevant Union or national law;(e)4.

the date of authorisation and, where applicable, of withdrawal of authorisation.

As regards issuers of e-money tokens, the register referred to in paragraph 1 shall contain thefollowing information:(a)the name, legal form and, if available, the legal entity identifier of the issuer of e-money
tokens;(b)

the commercial name, physical address, telephone number, e-mail and website of theissuer of the e-money tokens;(c)

the crypto-asset white papers and the modified white papers, with the old versions of thecrypto-asset white paper kept in a separate archive and be clearly marked as old
versions;(d)

any other services provided by the issuer of e-money tokens not covered by thisRegulation, with a reference to the relevant Union or national law;(e)the date of authorisation and, where applicable, of withdrawal of authorisation.

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5.

As regards crypto-assets service providers, the register referred to in paragraph 1 shall containthe following information:(a)the name, legal form, the legal entity identifier, if available, and the branches of thecrypto-asset service provider;(b)the commercial name, physical address, telephone number, e-mail and website of thecrypto-asset service provider and the trading platform for crypto-assets operated by thecrypto-asset service provider, where applicable;(c)the name and address of the competent authority which granted authorisation and its
contact details;(d)the list of crypto-asset services for which the crypto-asset service provider is authorised;(e)the list of Member States in which the crypto-asset service provider has notified its
intention to provide crypto-asset services in accordance with Article 58(2);(f)

any other services provided by the crypto-asset service provider not covered by thisRegulation with a reference to the relevant Union or national law;(g)
6.

the date of authorisation and, where applicable, of withdrawal of authorisation.

Competent authorities shall notify without delay ESMA of measures taken pursuant to Article
82(1)(c), (d), (g), (o), (p), (q), (r) or (u) and public precautionary measures taken pursuant to
Article 89 affecting the provision of crypto-asset services or the issuance, the offering or theuse of crypto-assets. ESMA shall include such information in the register.

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7.

Any withdrawal of an authorisation of an issuer of asset-referenced tokens in accordance with
Article 20, of an issuer of e-money tokens or of a crypto-asset service provider in accordancewith Article 56, and any measure notified in accordance with paragraph 6, shall remain
published in the register for five years.

8.

ESMA shall develop draft regulatory technical standards to specify the data necessary for theclassification of crypto-asset white papers in the register and the practical arrangements toensure that such data, including the LEIs of the issuer, is machine readable.
ESMA shall submit those draft regulatory technical standards to the Commission by [12months after entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No
1095/2010.

Article 91ab
Register of non-compliant entities providing crypto-asset services
1.

ESMA shall establish a non-exhaustive register of entities that have been providing cryptoasset services in violation of Articles 53 and 53b.

2.

The register referred to in paragraph 1 shall contain at least the commercial name and/or thewebsite, where applicable, of the non-compliant entities and the name of the competentauthority which submitted the information;

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3.

That register shall be publicly available on the ESMA website in machine-readable format
and shall be updated on a regular basis to take into account any changes of circumstances
concerning the entities included in the list or any information that is brought to its attention.
The register shall enable centralised access to information submitted by Union or third
countries’ competent authorities and by the EBA.

4.

ESMA shall update the register on the basis of information transmitted by competentauthorities.

5.

ESMA shall update the register to include any case of infringement identified on its own
initiative in accordance with Article 17 of Regulation (EU) 1095/2010, in which it has
adopted a decision addressed to a non-compliant entity providing crypto-asset services underparagraph 6 of that Article, or any information of entities operating without the necessary
authorisation or registration submitted by the relevant supervisory authorities in third
countries.

5a.

In cases referred to in paragraph 5, ESMA shall be able to use the relevant supervisory andinvestigative powers referred to in Article 82 paragraph 1 as regards entities listed on theregister of non-compliant crypto-asset service providers.

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Chapter 2
Administrative measures and penalties by competent authorities

Article 92
Administrative penalties and other administrative measures
1.

Without prejudice to any criminal sanctions and without prejudice to the supervisory andinvestigative powers of competent authorities under Article 82, Member States shall, in
accordance with national law, provide for competent authorities to have the power to takeappropriate administrative penalties and other administrative measures in relation to at least
the following infringements:(a)infringements of Articles 4 to 13;(b)infringements of Articles 15, 15a, 17, 19a, 19b and 21, Articles 23 to 37 and Articles
41a and 42;(c)infringements of Articles 43 to 49, except Article 47;(d)infringements of Article 53, 53a, 56 and Articles 58 to 74, except paragraph 9 of Article
61;

(e)

infringements of paragraph 9 of Article 61 and Articles 77 to 80a;(f)

failure to cooperate or to comply with an investigation, with an inspection or with arequest as referred to in Article 82(2).

Member States may decide not to lay down rules for administrative penalties as referred to in
the first subparagraph where the infringements referred to in points (a), (b), (c), (d) or (e) ofthat subparagraph are already subject to criminal sanctions in their national law by [please
insert date 12 months after entry into force]. Where they so decide, Member States shallnotify, in detail, to the Commission, ESMA and to EBA, the relevant parts of their criminallaw.

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By [please insert date 12 months after entry into force], Member States shall notify, in detail,the rules referred to in the first and second subparagraph to the Commission, the EBA and
ESMA. They shall notify the Commission, ESMA and EBA without delay of any subsequent
amendment thereto.
2.

Member States shall, in accordance with national law, ensure that competent authorities havethe power to impose at least the following administrative penalties and other administrative
measures in relation to the infringements listed in points (a) to (d) of paragraph 1:(a)a public statement indicating the natural person or the legal entity responsible and thenature of the infringement;(b)an order requiring the natural person or legal entity responsible to cease the conduct
constituting the infringement;(c)maximum administrative fines of at least twice the amount of the profits gained orlosses avoided because of the infringement where those can be determined, even if it
exceeds the maximum amounts set out in point (e) and in paragraph 3;(d)[deleted](e)in the case of a natural person, maximum administrative fines of at least EUR 700 000,
or, in the Member States whose currency is not the euro, the corresponding value in thenational currency on [please insert date of entry into force of this Regulation].

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3.

Member States shall, in accordance with national law, ensure that competent authorities havethe power to impose maximum administrative fines of at least:(i)

EUR 5 000 000, or, in the Member States whose currency is not the euro, thecorresponding value in the national currency on [please insert date of entry into force of
this Regulation], in relation to the infringements listed in points (a) to (d) of paragraph 1
committed by a legal person, or(ii)

3 % of the total annual turnover of that legal person according to the last available
financial statements approved by the management body, in relation to the infringements
listed in points (a) of paragraph 1 committed by a legal person, or(iii) 5 % of the total annual turnover of that legal person according to the last available
financial statements approved by the management body, in relation to the infringements
listed in point (d) of paragraph 1 committed by a legal person or.
(iv) 12.5 % of the total annual turnover of that legal person according to the last available
financial statements approved by the management body, in relation to the infringements
listed in points (b) to (c) of paragraph 1 committed by a legal person.
Where the legal person is a parent undertaking or a subsidiary of a parent undertaking whichis required to prepare consolidated financial accounts in accordance with Directive
2013/34/EU, the relevant total annual turnover shall be the total annual turnover or thecorresponding type of income in accordance with the relevant Union law in the area of
accounting according to the last available consolidated accounts approved by the management
body of the ultimate parent undertaking.
(a)[deleted](b)[deleted](c)[deleted](d)[deleted]

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4.

[deleted]

5.

In addition to the administrative penalties and other administrative measures in relation to theinfringements listed in paragraph 2 and 3, Member States shall, in accordance with nationallaw, ensure that competent authorities have the power to impose, in the event of theinfringements referred to in point (d) of the first subparagraph of paragraph 1, a temporary
ban preventing any member of the management body of the crypto-asset service provider, or
any other natural person who is held responsible for the infringement, from exercising
management functions in crypto-asset service providers.

6.

Member States shall, in accordance with national law, ensure that competent authorities havethe power to impose at least the following administrative penalties and to take at least thefollowing administrative measures in the event of the infringements referred to in point (e) of
the first subparagraph of paragraph 1:(a)an order requiring the natural or legal person to cease the infringing conduct and todesist from a repetition of that conduct;(b)

the disgorgement of the profits gained or losses avoided due to the infringement insofar
as they can be determined;(c)a public statement indicating the natural person or the legal entity responsible and thenature of the infringement;(d)withdrawal or suspension of the authorisation of a crypto-asset service provider;(e)a temporary ban of any member of the management body of the crypto-asset service
provider, or any other natural person who is held responsible for the infringement, fromexercising management functions in the crypto-asset service provider;(f)in the event of repeated infringements of Articles 78, 79 or 80, a ban of at least 10 yearsof any member of the management body of a crypto-asset service provider, or any othernatural person who is held responsible for the infringement, from exercising
management functions in the crypto-asset service provider;

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(g)

a temporary ban of any member of the management body of a crypto-asset service
provider or any other natural person who is held responsible for the infringement, fromdealing on own account;(h)maximum administrative fines of at least 3 times the amount of the profits gained orlosses avoided because of the infringement, where those can be determined, even if it
exceeds the maximum amounts set out in points (i) and (j);(i)

in respect of a natural person, maximum administrative fines of at least EUR 1 000 000
for infringements of Article 77 and EUR 5 000 000 for infringements of Articles 78 to
80 or in the Member States whose currency is not the euro, the corresponding value inthe national currency on [please insert date of entry into force of this Regulation];(j)in respect of legal persons, maximum administrative fines of at least EUR 2 500 000 for
infringements of Article 77 and EUR 15 000 000 for infringements of Articles 78 to 80,
or 2% for infringements of Article 77 and 15 % for infringements of Articles 78 to 80 of
the total annual turnover of the legal person according to the last available accounts
approved by the management body, or in the Member States whose currency is not theeuro, the corresponding value in the national currency on [please insert date of entry
into force of this Regulation]. Where the legal person is a parent undertaking or asubsidiary of a parent undertaking which is required to prepare consolidated financial
statements in accordance with Directive 2013/34/EU of the European Parliament and of
the Council, the relevant total annual turnover shall be the total annual turnover or thecorresponding type of income in accordance with the relevant Union law in the area of
accounting according to the last available consolidated accounts approved by the
management body of the ultimate parent undertaking.

7.

Member States may provide that competent authorities have powers in addition to thosereferred to in paragraphs 2 to 6 and may provide for higher levels of penalties than thoseestablished in those paragraphs, in respect of both natural and legal persons responsible forthe infringement.

Article 93
Exercise of supervisory powers and powers to impose penalties

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1.

Competent authorities, when determining the type and level of an administrative penalty orother administrative measures to be imposed in accordance with Article 92, shall take into
account all relevant circumstances, including, where appropriate:(a)the gravity and the duration of the infringement;(aa) whether the infringement has been committed intentionally or negligently;(b)

the degree of responsibility of the natural or legal person responsible for the
infringement;(c)the financial strength of the natural or legal person responsible for the infringement, as
indicated, by the total turnover of the responsible legal person or the annual income andnet assets of the responsible natural person;(d)the importance of profits gained or losses avoided by the natural or legal person
responsible for the infringement, insofar as those can be determined;(e)the losses for third parties caused by the infringement, insofar as those can be
determined;(f)the level of cooperation of the natural or legal person responsible for the infringementwith the competent authority, without prejudice to the need to ensure disgorgement of
profits gained or losses avoided by that person;(g)

previous infringements by the natural or legal person responsible for the infringement;(h)measures taken by the person responsible for the infringement to prevent its repetition;(i)

the impact of the infringement on the interests of holders of crypto-assets and clients ofcrypto-assets service providers, in particular retail holders.

2.

In the exercise of their powers to impose administrative penalties and other administrative
measures under Article 92, competent authorities shall cooperate closely to ensure that theexercise of their supervisory and investigative powers, and the administrative penalties andother administrative measures that they impose, are effective and appropriate under thisRegulation. They shall coordinate their action in order to avoid duplication and overlaps when
exercising their supervisory and investigative powers and when imposing administrative
penalties and other administrative measures in cross-border cases.

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Article 94
Right of appeal

1.

Member States shall ensure that decisions taken under this Regulation are properly reasoned
and subject to the right of appeal before a tribunal. The right of appeal before a tribunal shallalso apply where, in respect of an application for authorisation which provides all the required
information, as an issuer of an asset-reference token or a crypto-asset service provider, nodecision is taken within six months of its submission.

2.

Member States shall provide that one or more of the following bodies, as determined bynational law, may, in the interests of consumers and in accordance with national law, takeaction before the courts or competent administrative bodies to ensure that this Regulation isapplied:(a)public bodies or their representatives;(b)consumer organisations having a legitimate interest in protecting holders of cryptoassets;(c)professional organisations having a legitimate interest in acting to protect theirmembers.

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Article 95
Publication of decisions
1.

A decision imposing administrative penalties and other administrative measures forinfringement of this Regulation shall be published by competent authorities on their official
websites without undue delay after the natural or legal person subject to that decision has been
informed of that decision. The publication shall include at least information on the type andnature of the infringement and the identity of the natural or legal persons responsible. Thatobligation does not apply to decisions imposing measures that are of an investigatory nature.

2.

Where the publication of the identity of the legal entities, or identity or personal data ofnatural persons, is considered by the competent authority to be disproportionate following acase-by-case assessment conducted on the proportionality of the publication of such data, or
where such publication would jeopardise an ongoing investigation, competent authorities shalltake one of the following actions:(a)defer the publication of the decision to impose a penalty or a measure until the moment
where the reasons for non-publication cease to exist;(b)

publish the decision to impose a penalty or a measure on an anonymous basis in amanner which is in conformity with national law, where such anonymous publication
ensures an effective protection of the personal data concerned;

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(c)

not publish the decision to impose a penalty or measure in the event that the options laid
down in points (a) and (b) are considered to be insufficient to ensure:(i)that the stability of financial markets is not jeopardised;(ii)

the proportionality of the publication of such a decision with regard to measures
which are deemed to be of a minor nature.

In the case of a decision to publish a penalty or measure on an anonymous basis, as referred toin point (b) of the first subparagraph, the publication of the relevant data may be deferred fora reasonable period where it is foreseen that within that period the reasons for anonymous
publication shall cease to exist.
3.

Where the decision to impose a penalty or measure is subject to appeal before the relevant
judicial or other authorities, competent authorities shall publish, immediately, on their official
website such information and any subsequent information on the outcome of such appeal.
Moreover, any decision annulling a previous decision to impose a penalty or a measure shallalso be published.

4.

Competent authorities shall ensure that any publication in accordance with this Article
remains on their official website for a period of at least five years after its publication.
Personal data contained in the publication shall be kept on the official website of thecompetent authority only for the period which is necessary in accordance with the applicabledata protection rules.

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Article 96
Reporting of penalties and administrative measures to ESMA and EBA
1.

The competent authority shall, on an annual basis, provide ESMA and EBA with aggregate
information regarding all administrative penalties and other administrative measures imposedin accordance with Article 92. ESMA shall publish that information in an annual report.
Where Member States have chosen, in accordance with Article 92(1), second subparagraph, tolay down criminal penalties for the infringements of the provisions referred to in thatparagraph, their competent authorities shall provide the EBA and ESMA annually withanonymised and aggregated data regarding all criminal investigations undertaken and criminal
penalties imposed. ESMA shall publish data on criminal penalties imposed in an annual
report.

2.

Where the competent authority has disclosed administrative penalties, other administrative
measures or criminal penalties to the public, it shall simultaneously report them to ESMA.

3.

Competent authorities shall inform the EBA and ESMA of all administrative penalties orother administrative measures imposed but not published, including any appeal in relation
thereto and the outcome thereof. Member States shall ensure that competent authorities
receive information and the final judgment in relation to any criminal penalty imposed andsubmit it to the EBA and ESMA. ESMA shall maintain a central database of penalties andadministrative measures communicated to it solely for the purposes of exchanging
information between competent authorities. That database shall be only accessible to the
EBA, ESMA and the competent authorities and it shall be updated on the basis of theinformation provided by the competent authorities.

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Article 97
Reporting of breaches and protection of reporting persons

Directive (EU) 2019/1937 shall apply to the reporting of breaches of this Regulation and theprotection of persons reporting such breaches.

Chapter 3
Supervisory responsibilities of EBA on issuers of significant asset-referenced
tokens and significant e-money tokens and colleges of supervisors

Article 98
Supervisory responsibilities of EBA on issuers of significant asset-referenced tokens and issuers ofsignificant e-money tokens
1.

Where an asset-referenced token has been classified as significant in accordance with Article
39 or Article 40, the issuer of such asset-referenced tokens shall carry out its activities under
the supervision of the EBA.
Without prejudice to the powers of national competent authorities under paragraph 2, the
EBA shall exercise the powers of competent authorities conferred by Articles 19a, 19b, 20,
21, 25, 29, 30, 31, 32, 37, 38, 41a and 42 as regards issuers of significant asset-referenced
tokens.

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2.

Where an issuer of significant asset-referenced tokens provides crypto-asset services or issues
crypto-assets that are not significant asset-referenced tokens, such services and activities shallremain supervised by the competent authority of the home Member State.

3.

Where an asset-referenced token has been classified as significant in accordance with Article
39, the EBA shall conduct a supervisory reassessment to ensure that the issuer complies withthe requirements under Title III.

4.

Where an e-money token issued by an e-money institution has been classified as significant inaccordance with Articles 50 or 51, the EBA shall supervise the compliance of the issuer ofsuch significant e-money tokens with the requirements laid down in Article 52 and Article
49a.
The EBA shall exercise the powers of competent authorities conferred by Articles 30(6a), 31,
32, 41a and 42.

5.

EBA shall exercise its supervisory powers provided in paragraphs 1 to 4 in close cooperation
with other supervisory authorities responsible for supervising the issuer of crypto-assets, inparticular:(a)the prudential supervisory authority, including the ECB under Council Regulation (EU)1024/2013, where applicable;(c)relevant competent authorities under national laws transposing Directive 2009/110/EC,
where applicable;(d)those authorities mentioned in article 18(1).

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Article 98a
EBA crypto-assets committee

EBA shall create a permanent internal committee pursuant to Article 41 of Regulation (EU) No
1093/2010 for the purpose of preparing EBA decisions to be taken in accordance with Article 44
thereof, relating to the supervisory tasks that have been conferred on EBA as provided for in thisRegulation.

The crypto-asset committee provided for in the first subparagraph may also prepare decisions inrelation to draft regulatory technical standards and draft implementing technical standards, relating
to supervisory tasks that have been conferred on EBA as provided for in this Regulation.

EBA shall ensure that the crypto-asset committee performs only the activities referred to in the firstand second subparagraphs and any other tasks necessary for the performance of its crypto-asset
related activities

Article 99
Colleges for issuers of significant asset-referenced tokens and significant e-money tokens
1.

Within 30 calendar days of a decision to classify an asset-referenced token or e-money token
as significant, the EBA shall establish, manage and chair a consultative supervisory college
for each issuer of significant asset-referenced tokens or of significant e-money tokens, tofacilitate the exercise of its supervisory tasks and act as vehicle for the coordination ofsupervisory activities under this Regulation.

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2.

The college shall consist of:(a)the EBA, as the chair of the college;

(b)

ESMA;

(c)

the competent authorities of the home Member State where the issuer of significant
asset-referenced tokens or of significant e-money tokens is established;(d)the competent authorities of the most relevant credit institutions, investment firms or
crypto-asset service providers ensuring the custody of the reserve assets in accordancewith Article 33 or of the funds received in exchange of the significant e-money tokens;(e)where applicable, the competent authorities of the most relevant trading platforms forcrypto-assets where the significant asset-referenced tokens or the significant e-money
tokens are admitted to trading;(ea) the competent authorities of the most relevant payment service providers as defined in
Article 4(11) of Directive (EU) 2015/2366 and providing payment services in relation to
the significant e-money tokens;(f)[deleted](g)where applicable, the competent authorities of the entities ensuring the functions as
referred to in Article 30(5), point (h);(h)

where applicable, the competent authorities of the most relevant crypto-asset service
providers providing the crypto-asset service referred to in Article 3(1) point (10) in
relation with the significant asset-referenced tokens or with the significant e-money
tokens;(i)the ECB;

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(ia) where the issuer of significant e-money tokens is established in a Member State thecurrency of which is not euro, or where the significant e-money token is referencing acurrency which is not the euro, the national central bank of that Member State;(j)where the issuer of significant asset-referenced tokens is established in a Member Statethe currency of which is not euro, or where a currency that is not euro is included in thereserve assets, the national central bank of that Member State;(k)relevant supervisory authorities of third countries with which the EBA has concluded anadministrative agreement in accordance with Article 108;(ka) competent authorities of Member States where the asset-referenced token or the emoney token is used at large scale, upon their request.
2a.

EBA may invite other authorities to be members of the college where the entities theysupervise are relevant to the work of the college.

3.

The competent authority of a Member State which is not a member of the college may requestfrom the college any information relevant for the performance of its supervisory duties.

4.

The college shall, without prejudice to the responsibilities of competent authorities under thisRegulation, ensure:(a)the preparation of the non-binding opinion referred to in Article 100;(b)

the exchange of information in accordance with this Regulation;(c)agreement on the voluntary entrustment of tasks among its members;(d)[deleted]

In order to facilitate the performance of the tasks assigned to colleges pursuant to the firstsubparagraph, members of the college referred to in paragraph 2 shall be entitled to contributeto the setting of the agenda of the college meetings, in particular by adding points to theagenda of a meeting.
5.

The establishment and functioning of the college shall be based on a written agreement
between all its members.

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The agreement shall determine the practical arrangements for the functioning of the college,
including detailed rules on:(a)voting procedures as referred in Article 100(4);(b)

the procedures for setting the agenda of college meetings;(c)the frequency of the college meetings;(d)[deleted](e)the appropriate minimum timeframes for the assessment of the relevant documentationby the college members;(f)

the modalities of communication between college members;(h)the creation of several formations of the college, one for each specific crypto-asset orgroup of crypto-assets.

The agreement may also determine tasks to be entrusted to the EBA or another member of thecollege.
5a.

As chair of the college, EBA shall:(a)establish written arrangements and procedures for the functioning of the college, after
consulting the other members of the college;(b)coordinate all activities of the college;(c)convene and chair all its meetings and keep all members of the college fully informed inadvance of the organisation of meetings of the college, of the main issues to be
discussed and of the items to be considered;(d)notify the members of the college of any planned meetings so that they can request to
participate;(e)keep all of the members of the college informed, in a timely manner, of the decisions
and outcomes of those meetings.

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6.

In order to ensure the consistent and coherent functioning of colleges, the EBA shall, in
cooperation with ESMA and the European System of Central Banks, develop draft regulatory
standards specifying the conditions under which the entities referred to in points (d) to (f), (h)and (ka) of paragraph 2 are to be considered as the most relevant, or as referring to a large
scale, as applicable, and the details of the practical arrangements referred to in paragraph 5.
The EBA shall submit those draft regulatory standards to the Commission by [please insert
date 12 months after the entry into force].
Power is delegated to the Commission to adopt the regulatory technical standards referred toin the first subparagraph in accordance with Article 10 to 14 of Regulation (EU) No
1093/2010.

Article 100
Non-binding opinions of the colleges for issuers of significant asset-referenced tokens andsignificant e-money tokens
1.

The college for issuers of significant asset-referenced tokens and significant e-money tokens
may issue a non-binding opinion on the following:(a)the supervisory reassessment as referred to in Article 98(3);(b)

any decision to require an issuer of significant asset-referenced tokens or e-money
tokens to hold a higher amount of own funds in accordance with Articles 30(6a), 31(3),31(3b) and 41(4);(c)

any update of the recovery plan or redemption plan of an issuer of significant assetreferenced tokens or an issuer of significant e-money tokens pursuant to Articles 41a
and 42;(d)any change to the issuer of significant asset-referenced tokens’ business model pursuant
to Article 21(1);(e)

a draft amended crypto-asset white paper in accordance with Article 21(2);(f)

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(g)

any envisaged supervisory measures pursuant to Article 112;(h)any envisaged agreement of exchange of information with a third-country supervisory
authority in accordance with Article 108;(i)

any delegation of supervisory tasks from the EBA to a competent authority pursuant to
Article 120;(j)

any envisaged change in the authorisation of, or any envisaged supervisory measure on,
the entities and crypto-asset service providers referred to in Article 99(2), points (d) to
(h);

(l)
2.

a draft amended crypto-asset white paper in accordance with Article 46(10);Where the college issues an opinion accordance with paragraph 1, at the request of any
member of the college and upon adoption by a majority of the college in accordance withparagraph 4, the opinion may include any recommendations aimed at addressing
shortcomings of the envisaged action or measure envisaged by the EBA or the competentauthorities.

3.

[deleted]4.

A majority opinion of the college shall be based on the basis of a simple majority of its
members.
Where there are several college members per Member State, only one shall have a vote.
Where the ECB is a member of the college in several capacities, including supervisory
capacities, it shall have only one vote.
Supervisory authorities of third countries referred to in Article 99(2), point (k), shall have no
voting right on the opinion of the college.

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5.

The EBA and competent authorities shall duly consider the opinion of the college reached inaccordance with paragraph 1, including any recommendations aimed at addressing
shortcomings of the action or supervisory measure envisaged on an issuer of significant assetreferenced tokens, on an issuer of significant e-money tokens or on the entities and cryptoasset service providers referred to in points (d) to (h) of Article 99(2). Where the EBA or acompetent authority does not agree with an opinion of the college, including any
recommendations aimed at addressing shortcomings of the action or supervisory measureenvisaged, its decision shall contain full reasons and an explanation of any significant
deviation from that opinion or recommendations.

Article 101[deleted]

Article 102[deleted]

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Chapter 4
The EBA’s powers and competences on issuers of significant assetreferenced tokens and issuers of significant e-money tokens

Article 103
Legal Privilege

The powers conferred on the EBA by Articles 104 to 107, or on any official or other person
authorised by the EBA, shall not be used to require the disclosure of information which is subject tolegal privilege.

Article 104
Request for information
1.

In order to carry out its duties under Article 98, the EBA may by simple request or bydecision require the following persons to provide all information necessary to enable the EBA
to carry out its duties under this Regulation:(a)an issuer of significant asset-referenced tokens or a person controlling or being directly
or indirectly controlled by an issuer of significant asset-referenced tokens;(b)

any third parties as referred to in Article 30(5), point (h) with which the issuer ofsignificant asset-referenced tokens has a contractual arrangement;(c)[deleted](d)credit institutions, investment firms or crypto-asset service providers ensuring thecustody of the reserve assets in accordance with Article 33;(e)an issuer of significant e-money tokens or a person controlling or being directly or
indirectly controlled by an issuer of significant e-money tokens;

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(f)

any payment service provider as defined in Article 4(11) of Directive (EU) 2015/2366
and providing payment services in relation to significant e-money tokens;(g)

any natural or legal persons in charge of distributing significant e-money tokens onbehalf of the issuer of significant e-money tokens;(h)any crypto-asset service provider providing the crypto-asset service referred to in
Article 3(1) point (10) in relation with significant asset-referenced tokens or significant
e-money tokens;(i)any operator of a trading platform for crypto-assets that has admitted a significant assetreferenced token or a significant e-money token to trading;(j)2.

the management body of the persons referred to in points (a) to (i).

Any simple reqest for information as referred to in paragraph 1 shall:(a)refer to this Article as the legal basis of that request;(b)

state the purpose of the request;(c)specify the information required;(d)include a time limit within which the information is to be provided;(da) inform the person from whom the information is requested that it is not obliged toprovide the information but that in case of a voluntary reply to the request the
information provided must be correct and not misleading; and(e)indicate the fine provided for in Article 113, where the answers to questions asked areincorrect or misleading.

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3.

When requiring to supply information under paragraph 1 by decision, the EBA shall:(a)refer to this Article as the legal basis of that request;(b)

state the purpose of the request;(c)specify the information required;(d)

set a time limit within which the information is to be provided;(e)indicate the periodic penalty payments provided for in Article 114 where the productionof information is required.

(f)indicate the fine provided for in Article 113, where the answers to questions asked areincorrect or misleading;(g)

indicate the right to appeal the decision before the EBA’s Board of Appeal and to havethe decision reviewed by the Court of Justice of the European Union (‘Court of Justice’)in accordance with Articles 60 and 61 of Regulation (EU) No 1093/2010.

4.

The persons referred to in paragraph 1 or their representatives and, in the case of legal persons
or associations having no legal personality, the persons authorised to represent them by law orby their constitution shall supply the information requested.

5.

The EBA shall without delay send a copy of the simple request or of its decision to thecompetent authority of the Member State where the persons referred to in paragraph 1
concerned by the request for information are domiciled or established.

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Article 105
General investigative powers
1.

In order to carry out its duties under Article 98 of this Regulation, EBA may conduct
investigations on issuers of significant asset-referenced tokens and issuers of significant emoney tokens. To that end, the officials and other persons authorised by the EBA shall beempowered to:(a)examine any records, data, procedures and any other material relevant to the executionof its tasks irrespective of the medium on which they are stored;(b)take or obtain certified copies of or extracts from such records, data, procedures andother material;(c)summon and ask any issuer of significant asset-referenced tokens or issuer of significant
of e-money tokens, or their management body or staff for oral or written explanations
on facts or documents relating to the subject matter and purpose of the inspection and torecord the answers;(d)interview any other natural or legal person who consents to be interviewed for the
purpose of collecting information relating to the subject matter of an investigation;(e)request records of telephone and data traffic.

The college for issuers of significant asset-referenced tokens and for issuers of significant emoney tokens as referred to in Article 99 shall be informed without undue delay of any
findings that may be relevant for the execution of its tasks.

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2.

The officials and other persons authorised by the EBA for the purposes of the investigations
referred to in paragraph 1 shall exercise their powers upon production of a written
authorisation specifying the subject matter and purpose of the investigation. Thatauthorisation shall also indicate the periodic penalty payments provided for in Article 114
where the production of the required records, data, procedures or any other material, or theanswers to questions asked to issuers of significant asset-referenced tokens or issuers ofsignificant e-money tokens are not provided or are incomplete, and the fines provided for in
Article 113, where the answers to questions asked to issuers of significant asset-referenced
tokens or issuers of significant e-money tokens are incorrect or misleading.

3.

The issuers of significant asset-referenced tokens and issuers of significant e-money tokens
are required to submit to investigations launched on the basis of a decision of the EBA. The
decision shall specify the subject matter and purpose of the investigation, the periodic penalty
payments provided for in Article 114, the legal remedies available under Regulation (EU) No
1093/2010 and the right to have the decision reviewed by the Court of Justice.

4.

In due time before an investigation referred to in paragraph 1, the EBA shall inform thecompetent authority of the Member State where the investigation is to be carried out of theinvestigation and of the identity of the authorised persons. Officials of the competentauthority concerned shall, upon the request of the EBA, assist those authorised persons incarrying out their duties. Officials of the competent authority concerned may also attend theinvestigations upon request.

5.

If a request for records of telephone or data traffic referred to in point (e) of paragraph 1
requires authorisation from a judicial authority according to applicable national law, such
authorisation shall be applied for. Such authorisation may also be applied for as aprecautionary measure.

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6.

Where a national judicial authority receives an application for the authorisation of a request
for records of telephone or data traffic referred to in point (e) of paragraph 1, that authority
shall verify whether:

7.

(a)

the decision adopted by the EBA referred to in paragraph 3 is authentic;(b)

any measures to be taken are proportionate and not arbitrary or excessive.

For the purposes of point (b) paragraph 6, the national judicial authority may ask the EBA for
detailed explanations, in particular relating to the grounds the EBA has for suspecting that an
infringement of this Regulation has taken place, the seriousness of the suspected infringement
and the nature of the involvement of the person subject to the coercive measures. However,the national judicial authority shall not review the necessity for the investigation or demandthat it be provided with the information on the EBA’s file. The lawfulness of the EBA’s
decision shall be subject to review only by the Court of Justice following the procedure set
out in Regulation (EU) No 1093/2010.

Article 106
On-site inspections
1.

In order to carry out its duties under Article 98 of this Regulation, the EBA may conduct allnecessary on-site inspections at any business premises of the issuers of significant assetreferenced tokens and issuers of significant e-money tokens.
The college for issuers of significant asset-referenced tokens and for issuers of significant emoney tokens as referred to in Article 99 shall be informed without undue delay of any
findings that may be relevant for the execution of its tasks.

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2.

The officials and other persons authorised by the EBA to conduct an on-site inspection may
enter any business premises of the persons subject to an investigation decision adopted by the
EBA and shall have all the powers stipulated in Article 105(1). They shall also have thepower to seal any business premises and books or records for the period of, and to the extent
necessary for, the inspection.

3.

In due time before the inspection, the EBA shall give notice of the inspection to the competentauthority of the Member State where the inspection is to be conducted. Where the proper
conduct and efficiency of the inspection so require, the EBA, after informing the relevant
competent authority, may carry out the on-site inspection without prior notice to the issuer ofsignificant asset-referenced tokens or the issuer of significant e-money tokens.

4.

The officials and other persons authorised by the EBA to conduct an on-site inspection shall
exercise their powers upon production of a written authorisation specifying the subject matterand purpose of the inspection and the periodic penalty payments provided for in Article 114
where the persons concerned do not submit to the inspection.

5.

The issuer of significant asset-referenced tokens or the issuer of significant e-money tokens
shall submit to on-site inspections ordered by decision of EBA. The decision shall specify the
subject matter and purpose of the inspection, appoint the date on which it is to begin andindicate the periodic penalty payments provided for in Article 114, the legal remedies
available under Regulation (EU) No 1093/2010 as well as the right to have the decision
reviewed by the Court of Justice.

6.

Officials of, as well as those authorised or appointed by, the competent authority of theMember State where the inspection is to be conducted shall, at the request of the EBA,
actively assist the officials and other persons authorised by the EBA. Officials of thecompetent authority of the Member State concerned may also attend the onsite inspections.

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7.

The EBA may also require competent authorities to carry out specific investigatory tasks andon-site inspections as provided for in this Article and in Article 105(1) on its behalf.

8.

Where the officials and other accompanying persons authorised by the EBA find that a person
opposes an inspection ordered pursuant to this Article, the competent authority of the Member
State concerned shall afford them the necessary assistance, requesting, where appropriate, theassistance of the police or of an equivalent enforcement authority, so as to enable them toconduct their on-site inspection.

9.

If the on-site inspection provided for in paragraph 1 or the assistance provided for inparagraph 7 requires authorisation by a judicial authority according to national law, such
authorisation shall be applied for. Such authorisation may also be applied for as aprecautionary measure.

10.

Where a national judicial authority receives an application for the authorisation of an on-site
inspection provided for in paragraph 1 or the assistance provided for in paragraph 7, that
authority shall verify whether:

11.

(a)

the decision adopted by the EBA referred to in paragraph 4 is authentic;(b)

any measures to be taken are proportionate and not arbitrary or excessive.

For the purposes of paragraph 10, point (b), the national judicial authority may ask the EBA
for detailed explanations, in particular relating to the grounds the EBA has for suspecting thatan infringement of this Regulation has taken place, the seriousness of the suspected
infringement and the nature of the involvement of the person subject to the coercive measures.
However, the national judicial authority shall not review the necessity for the investigation or
demand that it be provided with the information on the EBA’s file. The lawfulness of the
EBA’s decision shall be subject to review only by the Court of Justice following theprocedure set out in Regulation (EU) No 1093/2010.

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Article 107
Exchange of information
1.

In the exercise of EBA supervisory responsibilities under Article 98 and without prejudice to
Article 84, the EBA and the competent authorities shall provide each other with theinformation required for the purposes of carrying out their duties under this Regulation
without undue delay. For that purpose, competent authorities and the EBA shall exchange any
information related to:(a)an issuer of significant asset-referenced tokens or a person controlling or being directly
or indirectly controlled by an issuer of significant asset-referenced tokens;(b)

any third parties as referred to in Article 30(5), point (h) with which the issuers ofsignificant asset-referenced tokens has a contractual arrangement;(c)[deleted](d)credit institutions, investment firms or crypto-asset service providers ensuring thecustody of the reserve assets in accordance with Article 33;(e)an issuer of significant e-money tokens or a person controlling or being directly or
indirectly controlled by an issuer of significant e-money tokens;(f)any payment service provider as defined in Article 4(11) of Directive (EU) 2015/2366
and providing payment services in relation to significant e-money tokens;(g)

any natural or legal persons in charge of distributing significant e-money tokens onbehalf of the issuer of significant e-money tokens;

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(h)

any crypto-asset service provider providing the crypto-asset service referred to in
Article 3(1), point (10), in relation with significant asset-referenced tokens or significant
e-money tokens;(i)any trading platform for crypto-assets that has admitted a significant asset-referenced
token or a significant e-money token to trading;(j)2.

the management body of the persons referred to in point (a) to (i).

A competent authority may refuse to act on a request for information or a request to cooperatewith an investigation only in any of the following exceptional circumstances:(a)where complying with the request is likely to adversely affect its own investigation,
enforcement activities or a criminal investigation;(b)

where judicial proceedings have already been initiated in respect of the same actions
and against the same natural or legal persons before the authorities of the Member State
addressed;(c)where a final judgment has already been delivered in relation to such natural or legal
persons for the same actions in the Member State addressed.

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Article 108
Administrative agreements on exchange of information between the EBA and third countries
1.

In order to carry out its duties under Article 98, the EBA may conclude administrative
agreements on exchange of information with the supervisory authorities of third countries
only if the information disclosed is subject to guarantees of professional secrecy which are atleast equivalent to those set out in Article 111.

2.

The exchange of information referred to in paragraph 1 shall be intended for the performanceof the tasks of the EBA or those supervisory authorities.

3.

With regard to transfer of personal data to a third country, the EBA shall apply Regulation(EU) No 2018/1725.

Article 109
Disclosure of information from third countries

The EBA may disclose the information received from supervisory authorities of third countries only
where the EBA or the competent authority which provided the information to the EBA has obtained
the express agreement of the supervisory authority that has transmitted the information and, whereapplicable, the information is disclosed only for the purposes for which that supervisory authority
gave its agreement or where such disclosure is necessary for legal proceedings. These requirements
shall not apply with respect to other EU supervisory authorities for the fulfilment of their tasks andwith respect to judicial authorities when the information requested is needed for investigations orproceedings involving violations subject to criminal sanctions.

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Article 110
Cooperation with other authorities

Where an issuer of significant asset-referenced tokens or an issuer of significant e-money tokens
engages in activities other than those covered by this Regulation, the EBA shall cooperate with theauthorities responsible for the supervision or oversight of such other activities as provided for in therelevant Union or national law, including tax authorities and relevant supervisory authorities fromthird countries that are not members of the college in accordance with Article 99(2)(k).

Article 111
Professional secrecy

The obligation of professional secrecy shall apply to the EBA and all persons who work or who
have worked for the EBA or for any other person to whom the EBA has delegated tasks, including
auditors and experts contracted by the EBA.

Article 112
Supervisory measures by the EBA
1.

Where the EBA finds that an issuer of a significant asset-referenced tokens has committed
one of the infringements listed in Annex V, it may take one or more of the following actions:(a)adopt a decision requiring the issuer of significant asset-referenced tokens to bring theinfringement to an end;(b)

adopt a decision imposing fines or periodic penalty payments pursuant to Articles 113
and 114;(c)adopt a decision requiring the issuer of significant asset-referenced tokens to transmit
supplementary information, where necessary for the protection of holders of assetreferenced tokens, in particular consumers;

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(d)

adopt a decision requiring the issuer of significant asset-referenced tokens to suspend anoffer to the public of crypto-assets for a maximum period of 30 consecutive working
days on any single occasion where there are reasonable grounds for suspecting that thisRegulation has been infringed;(e)adopt a decision prohibiting an offer to the public of significant asset-referenced tokens
where they find that this Regulation has been infringed or where there are reasonablegrounds for suspecting that it would be infringed;(f)adopt a decision requiring the relevant trading platform for crypto-assets that has
admitted to trading significant asset-referenced tokens, to suspend trading of such
crypto-assets, for a maximum of 30 consecutive working days on any single occasion
where there are reasonable grounds for believing that this Regulation has been
infringed;(g)adopt a decision prohibiting trading of significant asset-referenced tokens on a trading
platform for crypto-assets where it finds that this Regulation has been infringed;(ga) to adopt a decision requiring issuers of significant asset-referenced tokens, to amend
their marketing communication, where they find the marketing communication does notcomply with Article 25 of this Regulation;(gb) to adopt a decision to suspend or prohibit marketing communications where there arereasonable grounds for believing that this Regulation has been infringed;(h)adopt a decision requiring the issuer of significant asset-referenced tokens to disclose allmaterial information which may have an effect on the assessment of the significant
asset-referenced tokens offered to the public or admitted to trading on a trading platform
for crypto-assets in order to ensure consumer protection or the smooth operation of themarket;(i)

issue warnings on the fact that an issuer of significant asset-referenced tokens is failingto comply with its obligations;(j)withdraw the authorisation of the issuer of significant asset-referenced tokens;(ja) to adopt a decision requiring the removal of a natural person from the management bodyof an issuer of significant asset-referenced tokens.
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(jb) to require an issuer of an asset-referenced token or an e-money token under its
supervision, in accordance with Articles 19b(2), 20(1b), or Article 52(3) to introduce aminimum denomination or to limit the amount issued.
2.

Where the EBA finds that an issuer of a significant e-money tokens has committed one of theinfringements listed in Annex VI, it may take one or more of the following actions:(a)adopt a decision requiring the issuer of significant e-money tokens to bring theinfringement to an end;(b)

adopt a decision imposing fines or periodic penalty payments pursuant to Articles 113
and 114;(ba) adopt a decision requiring the issuer of significant e-money tokens to transmit
supplementary information, where necessary for the protection of holders of e-money
tokens, in particular consumers;(bb) adopt a decision requiring the issuer of significant e-money tokens to suspend an offer tothe public of crypto-assets for a maximum period of 30 consecutive working days on
any single occasion where there are reasonable grounds for suspecting that thisRegulation has been infringed;(bc) adopt a decision prohibiting an offer to the public of significant e-money tokens where
they find that this Regulation has been infringed or where there are reasonable grounds
for suspecting that it would be infringed;

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(bd) adopt a decision requiring the relevant trading platform for crypto-assets that has
admitted to trading significant e-money tokens, to suspend trading of such crypto-assets,
for a maximum of 30 consecutive working days on any single occasion where there arereasonable grounds for believing that this Regulation has been infringed;(be) adopt a decision prohibiting trading of significant e-money tokens on a trading platform
for crypto-assets where it finds that this Regulation has been infringed;(bf) adopt a decision requiring the issuer of significant e-money tokens to disclose allmaterial information which may have an effect on the assessment of the significant emoney tokens offered to the public or admitted to trading on a trading platform for
crypto-assets in order to ensure consumer protection or the smooth operation of themarket;(c)issue warnings on the fact that an issuer of significant e-money tokens is failing tocomply with its obligations.

3.

When taking the actions referred to in paragraphs 1 and 2, the EBA shall take into account thenature and seriousness of the infringement, having regard to the following criteria:(a)the duration and frequency of the infringement;(b)whether financial crime has been occasioned, facilitated or is otherwise attributable tothe infringement;(c)whether the infringement has revealed serious or systemic weaknesses in the issuer ofsignificant asset-referenced tokens' or in the issuer of significant e-money tokens’
procedures, policies and risk management measures;(d)whether the infringement has been committed intentionally or negligently;

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(e)

the degree of responsibility of the issuer of significant asset-referenced tokens or theissuer of significant e-money tokens responsible for the infringement;(f)

the financial strength of the issuer of significant asset-referenced tokens, or of the issuerof significant e-money tokens, responsible for the infringement, as indicated by the total
turnover of the responsible legal person or the annual income and net assets of the
responsible natural person;(g)

the impact of the infringement on the interests of holders of significant asset-referenced
tokens or significant e-money tokens;(h)the importance of the profits gained, losses avoided by the issuer of significant assetreferenced tokens or significant e-money tokens responsible for the infringement or thelosses for third parties derived from the infringement, insofar as they can be determined;(i)the level of cooperation of the issuer of significant asset-referenced tokens or of theissuer of significant e-money tokens responsible for the infringement with the EBA,
without prejudice to the need to ensure disgorgement of profits gained or losses avoided
by that person;(j)previous infringements by the issuer of significant asset-referenced tokens or by theissuer of e-money tokens responsible for the infringement;(k)measures taken after the infringement by the issuer of significant asset-referenced
tokens or by the issuer of significant e-money tokens to prevent the repetition of such an
infringement.

4.

Before taking the actions referred in points (d) to (g) and point (j) of paragraph 1, the EBA
shall inform ESMA and, where the significant asset-referenced tokens refer Union currencies,
the central banks of issue of those currencies.

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5.

Before taking the actions referred in paragraph 2, the EBA shall inform the competentauthority of the issuer of significant e-money tokens and the central bank of issue of thecurrency that the significant e-money token is referencing.

6.

The EBA shall notify any action taken pursuant to paragraph 1 or 2 to the issuer of significant
asset-referenced tokens or the issuer of significant e-money tokens responsible for the
infringement without undue delay and shall communicate that action to the competentauthorities concerned and the Commission. The EBA shall publicly disclose any suchdecision on its website within 10 working days from the date when that decision was adopted,
unless such disclosure would seriously jeopardise financial stability or cause disproportionate
damage to the parties involved. Such disclosure shall not contain personal data within themeaning of Regulation (EU) 2016/679.

7.

The disclosure to the public referred to in paragraph 6 shall include the following:(a)a statement affirming the right of the person responsible for the infringement to appeal
the decision before the Court of Justice;(b)where relevant, a statement affirming that an appeal has been lodged and specifying thatsuch an appeal does not have suspensive effect;(c)

a statement asserting that it is possible for EBA’s Board of Appeal to suspend theapplication of the contested decision in accordance with Article 60(3) of Regulation(EU) No 1093/2010.

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Article 113
Fines
1.

The EBA shall adopt a decision imposing a fine in accordance with paragraph 3 or 4, where inaccordance with Article 116(8), it finds that:(a)an issuer of significant asset-referenced tokens or a member of the management bodyhas, intentionally or negligently, committed one of the infringements listed in Annex V;(b)

an issuer of significant e-money tokens has, intentionally or negligently, committed oneof the infringements listed in Annex VI.
An infringement shall be considered to have been committed intentionally if the EBA finds
objective factors which demonstrate that such an issuer or its management body acted
deliberately to commit the infringement.

2.

When taking the actions referred to in paragraph 1, the EBA shall take into account the natureand seriousness of the infringement, having regard to the following criteria:(a)the duration and frequency of the infringement;(b)whether financial crime has been occasioned, facilitated or is otherwise attributable tothe infringement;(c)whether the infringement has revealed serious or systemic weaknesses in the issuer ofsignificant asset-referenced tokens' or in the issuer of significant e-money tokens’
procedures, policies and risk management measures;(d)whether the infringement has been committed intentionally or negligently;(e)the degree of responsibility of the issuer of significant asset-referenced tokens or theissuer of significant e-money tokens responsible for the infringement;

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(f)

the financial strength of the issuer of significant asset-referenced tokens, or of the issuerof significant e-money tokens, responsible for the infringement, as indicated by the total
turnover of the responsible legal person;(fa) the annual income and net assets of the responsible natural person;(g)

the impact of the infringement on the interests of holders of significant asset-referenced
tokens or significant e-money tokens;(h)the importance of the profits gained, losses avoided by the issuer of significant assetreferenced tokens or significant e-money tokens responsible for the infringement or thelosses for third parties derived from the infringement, insofar as they can be determined;(i)the level of cooperation of the issuer of significant asset-referenced tokens or of theissuer of significant e-money tokens responsible for the infringement with the EBA,
without prejudice to the need to ensure disgorgement of profits gained or losses avoided
by that person;(j)previous infringements by the issuer of significant asset-referenced tokens or by theissuer of significant e-money tokens responsible for the infringement;(k)measures taken after the infringement by the issuer of significant asset-referenced
tokens or by the issuer of significant e-money tokens to prevent the repetition of such an
infringement.

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3.

For issuers of significant asset-referenced tokens, the maximum amount of the fine referred toin paragraph 1 shall be up to 12.5% of the annual turnover, as defined under relevant Union
law, in the preceding business year, or twice the amount or profits gained or losses avoided
because of the infringement where those can be determined.

4.

For issuers of significant e-money tokens, the maximum amount of the fine referred to inparagraph 1 shall be up to 10% of the annual turnover, as defined under relevant Union law,in the preceding business year, or twice the amount or profits gained or losses avoided
because of the infringement where those can be determined.

Article 114
Periodic penalty payments
1.

The EBA shall, by decision, impose periodic penalty payments in order to compel:(a)a person to put an end to an infringement in accordance with a decision taken pursuant
to Article 112;(b)a person referred to in Article 104(1):(i)

to supply complete information which has been requested by a decision pursuant
to Article 104;(ii)

to submit to an investigation and in particular to produce complete records, data,procedures or any other material required and to complete and correct otherinformation provided in an investigation launched by a decision pursuant to
Article 105;(iii) to submit to an on-site inspection ordered by a decision taken pursuant to Article
106.

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2.

A periodic penalty payment shall be effective and proportionate. The periodic penalty
payment shall be imposed for each day of delay.

3.

Notwithstanding paragraph 2, the amount of the periodic penalty payments shall be 3 % of theaverage daily turnover in the preceding business year, or, in the case of natural persons, 2 %of the average daily income in the preceding calendar year. It shall be calculated from the datestipulated in the decision imposing the periodic penalty payment.

4.

A periodic penalty payment shall be imposed for a maximum period of six months following
the notification of the EBA’s decision. Following the end of the period, the EBA shall review
the measure.

Article 115
Disclosure, nature, enforcement and allocation of fines and periodic penalty payments
1.

The EBA shall disclose to the public every fine and periodic penalty payment that has been
imposed pursuant to Articles 113 and 114, unless such disclosure to the public would
seriously jeopardise financial stability or cause disproportionate damage to the parties
involved. Such disclosure shall not contain personal data within the meaning of Regulation(EU) 2016/679.

2.

Fines and periodic penalty payments imposed pursuant to Articles 113 and 114 shall be of an
administrative nature.

3.

Where the EBA decides to impose no fines or penalty payments, it shall inform the European
Parliament, the Council, the Commission, and the competent authorities of the Member State
concerned accordingly and shall set out the reasons for its decision.

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4.

Fines and periodic penalty payments imposed pursuant to Articles 113 and 114 shall be
enforceable.

5.

Enforcement shall be governed by the rules of civil procedure in force in the State in the
territory of which it is carried out.

6.

The amounts of the fines and periodic penalty payments shall be allocated to the generalbudget of the European Union.

Article 116
Procedural rules for taking supervisory measures and imposing fines
1.

Where, in carrying out its duties under Article 98, the EBA finds that there are serious
indications of the possible existence of facts liable to constitute one or more of theinfringements listed in Annexes V or VI, the EBA shall appoint an independent investigation
officer within the EBA to investigate the matter. The appointed officer shall not be involvedor have been directly or indirectly involved in the supervision of the issuers of significant
asset-referenced tokens or issuers of significant e-money tokens and shall perform its
functions independently from the EBA.

2.

The investigation officer referred to in paragraph 1 shall investigate the alleged infringements,
taking into account any comments submitted by the persons who are subject to theinvestigations, and shall submit a complete file with his findings to EBA.

3.

In order to carry out its tasks, the investigation officer may exercise the power to request
information in accordance with Article 104 and to conduct investigations and on-site
inspections in accordance with Articles 105 and 106. When using those powers, theinvestigation officer shall comply with Article 103.

4.

Where carrying out his tasks, the investigation officer shall have access to all documents andinformation gathered by the EBA in its supervisory activities.

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5.

Upon completion of his or her investigation and before submitting the file with his findings to
the EBA, the investigation officer shall give the persons subject to the investigations theopportunity to be heard on the matters being investigated. The investigation officer shall basehis or her findings only on facts on which the persons concerned have had the opportunity tocomment.

6.

The rights of the defence of the persons concerned shall be fully respected during
investigations under this Article.

7.

When submitting the file with his findings to the EBA, the investigation officer shall notify
the persons who are subject to the investigations. The persons subject to the investigations
shall be entitled to have access to the file, subject to the legitimate interest of other persons in
the protection of their business secrets. The right of access to the file shall not extend to
confidential information affecting third parties or the EBA’s internal preparatory documents.

8.

On the basis of the file containing the investigation officer’s findings and, when requested by
the persons subject to the investigations, after having heard those persons in accordance with
Article 117, the EBA shall decide if one or more of the infringements of provisions listed in
Annex V or VI have been committed by the issuer of significant asset-referenced tokens or
the issuer of significant e-money tokens subject to the investigations and, in such a case, shalltake a supervisory measure in accordance with Article 112 and/or impose a fine in accordancewith Article 113.

9.

The investigation officer shall not participate in EBA’s deliberations or in any other way
intervene in EBA’s decision-making process.

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10.

The Commission shall adopt delegated acts in accordance with Article 121 by [please insert
date 12 months after entry into force] specifying further the rules of procedure for the exerciseof the power to impose fines or periodic penalty payments, including provisions on the rightsof the defence, temporal provisions, and the collection of fines or periodic penalty payments,
and the limitation periods for the imposition and enforcement of fines and periodic penalty
payments.

11.

The EBA shall refer matters to the appropriate national authorities for investigation andpossible criminal prosecution where, in carrying out its duties under this Regulation, it findsthat there are serious indications of the possible existence of facts liable to constitute criminal
offences. In addition, the EBA shall refrain from imposing fines or periodic penalty payments
where a prior acquittal or conviction arising from identical fact or facts which aresubstantially the same has already acquired the force of res judicata as the result of criminal
proceedings under national law.

Article 117
Hearing of persons concerned
1.

Before taking any decision pursuant to Articles 112, 113 and 114, the EBA shall give thepersons subject to the proceedings the opportunity to be heard on its findings. The EBA shallbase its decisions only on findings on which the persons subject to the proceedings have had
an opportunity to comment.

2.

Paragraph 1 shall not apply if urgent action is needed in order to prevent significant andimminent damage to financial stability or to the holders of crypto-assets, in particularconsumers. In such a case the EBA may adopt an interim decision and shall give the persons
concerned the opportunity to be heard as soon as possible after taking its decision.

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3.

The rights of the defence of the persons subject to investigations shall be fully respected in theproceedings. They shall be entitled to have access to the EBA’s file, subject to the legitimate
interest of other persons in the protection of their business secrets. The right of access to thefile shall not extend to confidential information or the EBA’s internal preparatory documents.

Article 118
Review by the Court of Justice

The Court of Justice shall have unlimited jurisdiction to review decisions whereby the EBA has
imposed a fine, a periodic penalty payment or any other penalty or administrative measure inaccordance with this Regulation. It may annul, reduce or increase the fine or periodic penalty
payment imposed.

Article 119
Supervisory fees
1.

The EBA shall charge fees to the issuers of significant asset-referenced tokens and the issuersof significant e-money tokens in accordance with this Regulation and the delegated acts
adopted pursuant to paragraph 3. Those fees shall cover the EBA’s expenditure relating to thesupervision of issuers of significant asset-referenced tokens and of issuers of significant emoney tokens in accordance with Article 98, as well as the reimbursement of costs that thecompetent authorities may incur carrying out work pursuant to this Regulation, in particular
as a result of any delegation of tasks in accordance with Article 120.

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2.

The amount of the fee charged to an individual issuer of significant asset-referenced tokens
shall be proportionate to the size of its reserve assets and shall cover all costs incurred by the
EBA for the performance of its supervisory tasks in accordance with this Regulation.
The amount of the fee charged to an individual issuer of significant e-money tokens shall be
proportionate to the size of the e-money issued in exchanged of funds and shall cover all costs
incurred by the EBA for the performance of its supervisory tasks in accordance with thisRegulation.

3.

The Commission shall adopt a delegated act in accordance with Article 121 by [please insert
date 12 months after entry into force] to specify further the type of fees, the matters for whichfees are due, the amount of the fees and the manner in which they are to be paid and themethodology to calculate the maximum amount per entity under paragraph 2 that can be
charged by the EBA.

Article 120
Delegation of tasks by the EBA to competent authorities
1.

Where necessary for the proper performance of a supervisory task as regards issuers ofsignificant asset-referenced tokens or significant e-money tokens, the EBA may delegate
specific supervisory tasks to the competent authority of a Member State. Such specificsupervisory tasks may, in particular, include the power to carry out requests for information inaccordance with Article 104 and to conduct investigations and on-site inspections inaccordance with Article 105 and Article 106.

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2.

3.

Prior to the delegation of a task, the EBA shall consult the relevant competent authority about:(a)the scope of the task to be delegated;(b)

the timetable for the performance of the task; and(c)the transmission of necessary information by and to the EBA.

In accordance with the delegated act on fees adopted by the Commission pursuant to Article
119(3), the EBA shall reimburse a competent authority for the costs incurred as a result ofcarrying out delegated tasks.

4.

The EBA shall review the decision referred to in paragraph 1 at appropriate intervals. A
delegation may be revoked at any time.

Title VIII
Delegated acts and implementing acts

Article 121
Exercise of the delegation
1.

The power to adopt delegated acts is conferred on the Commission subject to the conditions
laid down in this Article.

2.

The power to adopt delegated acts referred to in Articles 3(2), 39(6), 116(10) and 119(3) shallbe conferred on the Commission for a period of 36 months from … [please insert date of entry
into force of this Regulation].

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3.

The delegation of powers referred to in Articles 3(2), 39(6), 116(10) and 119(3) may be
revoked at any time by the European Parliament or by the Council. A decision to revoke shall
put an end to the delegation of the power specified in that decision. It shall take effect the day
following the publication of the decision in the Official Journal of the European Union or at alater date specified therein. It shall not affect the validity of any delegated acts already inforce.

4.

Before adopting a delegated act, the Commission shall consult experts designated by each
Member State in accordance with the principles laid down in the Interinstitutional Agreementof 13 April 2016 on Better Law-Making.

5.

As soon as it adopts a delegated act, the Commission shall notify it simultaneously to theEuropean Parliament and to the Council.

6.

A delegated act adopted pursuant to Articles 3(2), 39(6), 116(10) and 119(3) shall enter into
force only if no objection has been expressed either by the European Parliament or by theCouncil within a period of three months of notification of that act to the European Parliament
and to the Council or if, before the expiry of that period, the European Parliament and theCouncil have both informed the Commission that they will not object. That period shall be
extended by three months at the initiative of the European Parliament or of the Council.

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Title IX
Transitional and final provisions

Article 122
Report on the application of the Regulation
1.

By … [48 months after the date of entry into force of this Regulation] after consulting the
EBA and ESMA, the Commission shall present a report to the European Parliament and theCouncil on the application of this Regulation, where appropriate accompanied by a legislative
proposal. An interim report shall be presented by [24 months after the date of entry into forceof this Regulation], where appropriate accompanied by a legislative proposal.

2.

The report shall contain the following:(a)the number of issuances of crypto-assets in the EU, the number of crypto-asset white
papers registered with the competent authorities, the type of crypto-assets issued andtheir market capitalisation, the number of crypto-assets admitted to trading on a trading
platform for crypto-assets;(aa) experience with the classification of crypto-assets including possible divergences inapproaches by national competent authorities;(ab) an assessment of the necessity of introduction an approval mechanism for white papersof crypto-assets other than asset-referenced tokens and e-money tokens;(b)an estimation of the number of EU residents using or investing in crypto-assets issued in
the EU;(ba) an estimation of the number of Union residents using or investing in crypto-assets
issued and offered outside the Union, if possible, and an explanation on the availabilityof data regarding this point;(c)the number and value of fraud, scams, hacks, the use of crypto-assets for payments
related to ransomware attacks, and thefts of crypto-assets reported in the EU, types of13198/22

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fraudulent behaviour, the number of complaints received by crypto-asset service
providers and issuers of asset-referenced tokens, the number of complaints received bycompetent authorities and the subjects of the complaints received;(d)the number of issuers of asset-referenced tokens authorised under this Regulation, andan analysis of the categories of assets included in the reserves, the size of the reserves
and the volume of payments in asset-referenced tokens;(e)

the number of issuers of significant asset-referenced tokens authorised under thisRegulation, and an analysis of the categories of assets included in the reserves, the sizeof the reserves and the volume of payments in significant asset-referenced tokens;(f)the number of issuers of e-money tokens authorised under this Regulation and underDirective 2009/110/EC, and an analysis of the currencies backing the e-money tokens,the size of the reserves and the volume of payments in e-money tokens;(g)

the number of issuers of significant e-money tokens authorised under this Regulation
and under Directive 2009/110/EC, and an analysis of the currencies backing thesignificant e-money tokens, the size of the reserves and the volume of payments insignificant e-money tokens;(ga) the number of significant crypto-asset service providers authorised under thisRegulation;(h)an assessment of the functioning of the market for crypto-asset services in the Union,
including of market development and trends, taking into account the experience of thesupervisory authorities, the number of crypto-asset service providers authorised andtheir respective average market share;(i)an assessment of the level of protection of holders of crypto-assets and clients of cryptoassets service providers, in particular retail holders;(ia) an assessment of fraudulent marketing communications and scams involving cryptoassets occurring through social media networks;(ia) an assessment of the requirements applicable to issuers of crypto-assets and crypto-asset
service providers and its impact on operational resilience, market integrity, theprotection of clients and holders of crypto-assets, and financial stability;
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(id) an evaluation of the application of Article 73 and of the possibility of introducing
appropriateness tests in Articles 70 to 72 in order to better protect clients of cryptoassets service providers, especially retail holders;(j)an assessment of whether the scope of crypto-asset services covered by this Regulation
is appropriate and whether any adjustment to the definitions set out in this Regulation isneeded; and whether any additional innovative crypto-asset forms would need to be
added to this regulation;(ja) an assessment of whether the prudential requirements for crypto-assets service providers
are appropriate and whether they should be aligned with the requirements for initial
capital and own funds applicable to investment firms under Regulation (EU) 2019/2033
and Directive 2019/2034 EU;(jb) an assessment of the appropriateness of the thresholds to determine significant assetreferenced tokens and significant e-money tokens set out in Article 39 of thisRegulation, and an assessment if the thresholds should be evaluated periodically,(jc) an assessment of the development of decentralised-finance in the crypto-assets markets
and of the adequate regulatory treatment of decentralised crypto-asset systems,(jd) an assessment of the appropriateness of the thresholds to determine significant cryptoasset service providers set out in Article 75a of this Regulation, and an assessment if thethresholds should be evaluated periodically;(k)

an assessment of whether an equivalence regime should be established for third-country
crypto-asset service providers, issuers of asset-referenced tokens or issuers of e-money
tokens under this Regulation;(l)an assessment of whether the exemptions under Articles 4 and 15 are appropriate;(m) an assessment of the impact of this Regulation on the proper functioning of the internalmarket for crypto-assets, including any impact on the access to finance for small andmedium-sized enterprises and on the development of new means of payment, including
payment instruments;(n)a description of developments in business models and technologies in the crypto-asset
market with a particular focus on the environmental and climate impact of new

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technologies, as well as an assessment of policy options and where necessary any
additional measures that may be warranted to mitigate the adverse impacts on the
climate and environment of the technologies used in the crypto-assets market and, inparticular, of the consensus mechanisms used to validate crypto-asset transactions;(o)an appraisal of whether any changes are needed to the measures set out in thisRegulation to ensure protection of clients and holders of crypto-assets, market integrity
and financial stability;(p)the application of administrative penalties and other administrative measures;(q)

an evaluation of the cooperation between the competent authorities, the EBA and
ESMA, central banks, as well as other relevant authorities, including with regards to theinteraction between their responsibilities or tasks, and an assessment of advantages anddisadvantages of the competent authorities and the EBA being responsible forsupervision under this Regulation;

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(qa) an evaluation of the cooperation between competent authorities and ESMA regarding
the supervision of significant crypto-asset service providers, and an assessment ofadvantages and disadvantages of the competent authorities and the ESMA being
responsible for supervision of significant crypto-asset service providers under thisRegulation;(r)

the costs of complying with this Regulation for issuers of crypto-assets, other thanasset-referenced tokens and e-money tokens as a percentage of the amount raised
through crypto-asset issuances;(s)the costs for crypto-asset service providers to comply with this Regulation as apercentage of their operational costs;(t)

the costs for issuers of issuers of asset-referenced tokens and issuers of e-money tokens
to comply with this Regulation as a percentage of their operational costs;(u)the number and amount of administrative fines and criminal penalties imposed for
infringements of this Regulation by competent authorities and the EBA.

3.

Where applicable, the report shall also follow up on the topics addressed in the Report from
Article 122a and 122b.

Article 122a
ESMA annual report on market developments
By ... [12 months from the date of application of this Regulation] and every year thereafter, ESMA,in close cooperation with the EBA, shall submit a report to the European Parliament and to theCouncil on the application of this Regulation and the developments in the markets in crypto-assets.
The report shall be made publicly available.The report shall contain the following:(a)the number of issuances of crypto-assets in the Union, the number of crypto-asset white
papers registered with the competent authorities, the type of crypto-asset issued andtheir market capitalisation, and the number of crypto-assets admitted to trading on a
trading platform for crypto-assets;

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(b)

the number of issuers of asset-referenced tokens, and an analysis of the categories ofassets included in the reserves, the size of the reserves and the volume of transactions inasset-referenced tokens;(ba) the number of issuers of significant asset-referenced tokens, and an analysis of thecategories of assets included in the reserves, the size of the reserves and the volume oftransations in significant asset-referenced tokens;(c)the number of issuers of e-money tokens, and an analysis of the currencies backing thee-money tokens, the size of the reserves and the volume of payments in e-money
tokens;(d)the number of issuers of significant e-money tokens, and an analysis of the currencies
backing the significant e-money tokens, the size of the reserves of assets, and thevolume of payments in significant e-money tokens;(da) the number of crypto-asset service providers, and the number of significant crypto-asset
service providers;(e)an estimation of the number of Union residents using or investing in crypto-assets
issued in the Union;(f)

an estimation of the number of Union residents using or investing in crypto-assets
issued and offered outside the Union, if possible, and an explanation on the availabilityof data regarding this point;(g)a mapping of the geographical location and level of know-your-customer and customer
due diligence procedures of unauthorised exchanges providing services in crypto-assets
to Union residents, including number of exchanges without a clear domiciliation andnumber of exchanges located in jurisdictions included in the EUAML/CFT list of highrisk third countries or in the list of non-cooperative jurisdictions for tax purposes,
classified by level of compliance with adequate know-your-customer procedures;

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(i)

proportion of transactions in crypto-assets that occur through a crypto asset service
provider or unauthorised service provider or peer-to-peer, and transaction volume;(j)

the number and value of fraud, scams, hacks, the use of crypto-assets for payments
related to ransomware attacks, cyberattacks, thefts or losses of crypto-assets reported in
the Union, types of fraudulent behaviour, the number of complaints received by cryptoasset service providers and issuers of asset-referenced tokens, the number of complaints
received by competent authorities and the subjects of the complaints received;(k)number of complaints received by crypto-asset service providers, issuers of cryptoassets and national competent authorities in relation to false and misleading information
contained in the crypto-asset key information sheet or in marketing communications,
including via social media platforms;(m) possible approaches and options, based on best practices and reports by relevantinternational organisations, to reduce the risk of circumvention of this Regulation,
including in relation to the provision of crypto-asset services by third-country actors in
the Union without authorisation.
Competent authorities shall provide ESMA with the information necessary for the preparationof the report. For the purpose of the report, the ESMA may request information from law
enforcement agencies.

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Article 122b
Report on latest developments on crypto-assets
1.

By … [18 months after the date of entry into force of this regulation] after consulting the EBA
and ESMA, the Commission shall present a report to the European Parliament and theCouncil on the latest developments on crypto-assets, in particular on areas which were notaddressed in this Regulation, where appropriate accompanied by a legislative proposal.

2.

The report shall contain at least the following:(a)an assessment of the development of decentralised-finance in the crypto-assets markets
and of the adequate regulatory treatment of decentralised crypto-asset systems without
an issuer or crypto-asset service provider, including an assessment of the necessity andfeasibility of regulating decentralised finance;(b)

an assessment of the necessity and feasibility of regulating, lending and borrowing of
crypto-assets;(d)

an assessment of the treatment of services associated to the transfer of e-money tokens,
if not addressed in the context of the review of the Directive (EU) 2015/2366 on
payment services;(da) an assessment of the development of markets in unique and not fungible crypto-assets
and of the adequacy of regulatory treatment of such crypto-assets, including anassessment of the necessity and feasibility of regulating offerors of unique and notfungible crypto-assets as well as providers of services related to such crypto-assets.

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Article 123
Transitional measures
1.

Articles 4 to 14 shall not apply to offers to the public which ended before [please insert dateof entry into application].

1a.

By way of derogation from Title II, only the following requirements shall apply in relation to
crypto-assets, other than asset-referenced tokens and e-money tokens, which were admitted to
trading on a trading platform for crypto-assets before [please insert date of entry into
application]:(a)articles 6 and 8 shall apply to marketing communications published after the date ofentry into application;(b)operators of trading platforms shall ensure by [please insert the date 36 months after thedate of application] that a crypto-asset white paper, when required by this Regulation, is
prepared, notified and published in accordance with Articles 5, 7, 8 and updated inaccordance with Article 11.

2.

By way of derogation from this Regulation, crypto-asset service providers which provided
their services in accordance with applicable law before [please insert the date of entry into
application], may continue to do so until [please insert the date [18] months after the date ofapplication] or until they are granted an authorisation pursuant to Article 55, whichever issooner.
Member States may decide not to apply the transitional measure provided in the firstsubparagraph or reduce its duration, where they consider that crypto-asset service providers
shall be subject to stricter requirements than those set out in their national regulatory
framework applicable before [please insert the date of entry into application].
By [insert date 12 months after entry into force], Member States shall notify to theCommission and ESMA whether they have exercised the option provided in the second
subparagraph and the duration of the transitional measure.

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2b.

By way of derogation from this Regulation, issuers of asset-referenced tokens other thancredit institutions which issued asset-referenced tokens in accordance with applicable law
before [please insert the date of entry into application of Title III], may continue to do so until
they are granted an authorisation pursuant to Article 19, provided that they applied for an
authorisation until [please insert the date of entry into application of Title III + 1 month].

2c.

By way of derogation from this Regulation, credit institutions which issued asset-referenced
tokens in accordance with applicable law before [please insert the date of entry into
application of Title III], may continue to do so provided that they notified the competentauthority until [please insert the date of entry into application of Title III + 1 month]. Afternotification, the credit institution shall comply with the requirements laid out in thisRegulation.

3.

By way of derogation from Articles 54 and 55, Member States may apply a simplified
procedure for applications for an authorisation which are submitted between the [please insert
the date of application of this Regulation] and [please insert the date [18] months after thedate of application] by entities that, at the time of entry into application of this Regulation,
were authorised under national law to provide crypto-asset services. The competentauthorities shall ensure that the requirements laid down in Chapters 2 and 3 of Title V arecomplied with before granting authorisation pursuant to such simplified procedures.

4.

The EBA shall exercise its supervisory responsibilities pursuant to Article 98 from the date of
the entry into application of the delegated acts referred to in Article 39(6).

Article 123a
Amendments to Directive 2013/36/EU
1.

In Annex I of Directive 2013/36/EU the point 15 is replaced by the following:–"15.

Issuing electronic money including electronic-money tokens as

defined in point (4) of Article 3 of Regulation (EU) No xxx/xxx of the European
Parliament and of the Council."
2.

In Annex I of Directive 2013/36/EU the following activities are added:

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–

"16.

Issuance of asset-referenced tokens as defined in point (3) of

Article 3 of Regulation (EU) No xxx/xxx [MiCA] of the European Parliament and of
the Council.
–

17.

Crypto-asset services as defined in point (9) of Article 3 ofRegulation (EU) No xxx/xxx [MiCA] of the European Parliament and of theCouncil."

Article 124
Amendment of Directive (EU) 2019/1937
In Part I.B of the Annex to Directive (EU) 2019/1937, the following point is added:–"(xxi)

Regulation (EU) …./… of the European Parliament and of theCouncil of … on Markets in Crypto-Assets (EU) 2021/XXX, and amending
Directive (EU) 2019/37 (OJ L …).

Article 125
Transposition of amendments of Directive 2013/36/EU and Directive (EU) 2019/1937
1.

Member States shall adopt, publish and apply, by … [18 months after the date of entry into
force of this Regulation], the laws, regulations and administrative provisions necessary tocomply with Articles 123a and 124.

2.

Member States shall communicate to the Commission, the EBA and ESMA the text of themain provisions of national law which they adopt in the field covered by Article 97.

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Article 125a
Amendment to Regulation (EU) No 1093/2010
In Article 1(2) of Regulation (EU) 1093/2010 the first subparagraph is replaced by the following:‘The Authority shall act within the powers conferred by this Regulation and within thescope of Directive 2002/87/EC, Directive 2008/48/EC (*), Directive 2009/110/EC,
Regulation (EU) No 575/2013 (**), Directive 2013/36/EU (***), Directive 2014/49/EU(****), Directive 2014/92/EU (*****), Directive (EU) 2015/2366 (******), Regulation(EU) No [MiCA] (************) of the European Parliament and of the Council and, tothe extent that those acts apply to credit and financial institutions and the competentauthorities that supervise them, within the relevant parts of Directive 2002/65/EC,
including all directives, regulations, and decisions based on those acts, and of any further
legally binding Union act which confers tasks on the Authority. The Authority shall also
act in accordance with Council Regulation (EU) No 1024/2013 (*******).

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Article 125b
Amendment to Regulation (EU) No 1095/2010
In Article 1(2) of Regulation (EU) 1095/2010 the first subparagraph is replaced by the following:"The Authority shall act within the powers conferred by this Regulation and within thescope of Directives 97/9/EC, 98/26/EC, 2001/34/EC, 2002/47/EC, 2004/109/EC,
2009/65/EC, Directive 2011/61/EU of the European Parliament and of the Council1,
Regulation (EC) No 1060/2009 and Directive 2014/65/EU of the European Parliament andof the Council2, Regulation (EU) 2017/1129 of the European Parliament and of theCouncil3, Regulation (EU) No […/…]4 and to the extent that those acts apply to firms
providing investment services or to collective investment undertakings marketing theirunits or shares, issuers or offerors of crypto-assets, persons seeking admission of cryptoassets to trading on a trading platform for crypto-assets or crypto-asset service providers
and the competent authorities that supervise them, within the relevant parts of, Directives
2002/87/EC and 2002/65/EC, including all directives, regulations, and decisions based on
those acts, and of any further legally binding Union act which confers tasks on the
Authority."

1

2
3

4

Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative
Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No
1060/2009 and (EU) No 1095/2010 (OJ L 174, 1.7.2011, p. 1).
Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial
instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173, 12.6.2014, p. 349).
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus
to be published when securities are offered to the public or admitted to trading on a regulated market, andrepealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).
Council Regulation (EU) No [MiCA] of [date] on Markets in Crypto-assets, and amending Directive (EU)2019/1937.

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Article 126
Entry into force and application
1.

This Regulation shall enter into force on the twentieth day following that of its publication in
the Official Journal of the European Union.

2.

This Regulation shall apply from [please insert date 18 months after the date of entry into
force].

3.

However, the provisions laid down in Title III and Title IV shall apply from [please insert
date 12 months of the entry into force].

4.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Brussels,

For the European Parliament

For the Council

The President

The President

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ANNEX I
Disclosure items for the white paper of crypto-assets, other than assetreferenced tokens or e-money tokens
Part A: Information about the offeror or person seeking admission to trading
1.

Name;

1a.

Legal form;

2.

Registered address and head office, where different;

3.

Date of the registration;

4.

Legal entity identifier, if available, or national legal entity code;

4a

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 theofferor or the person seeking admission to trading via that telephone number or email
address will receive an answer;

5.

Where applicable, the name of the parent company;

6.

Identity, business addresses and functions of persons belonging to the management
body of the offeror or person seeking admission to trading;

6a.

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

7.

[deleted]

8.

[deleted]

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9.

The financial condition of the offeror or person seeking admission to trading over the
past 3 years or where the offeror or person seeking admission to trading has not been
established for the past 3 years, its financial condition since the date of its registration.
The financial condition means a fair review of the development and performance of thebusiness of the offeror or person seeking admission to trading and of its position foreach 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 andperformance of the offeror or person seeking admission to trading business and of its
position, consistent with the size and complexity of the business.

Part aa: 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, if available, or national legal entity code;

6.

Where applicable, the name of the parent company;

7.

Identity, business addresses and functions of persons belonging to the management
body of the issuer;

8.

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

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Part ab: Information about the operator of the trading platform when it prepares the white
paper
1.

Name;

2.

Legal form;

3.

Registered address and head office, where different;

4.

Date of the registration;

5.

Legal entity identifier, if available, or national legal entity code;

6.

Where applicable, the name of the parent company;

7.

The reason why that operator prepared the white paper;

8.

Identity, business addresses and functions of persons belonging to the management
body of the operator;

9.

Business or professional activity of the operator, and, where applicable, its parent
company.
Part B: Information about the crypto-asset project1.

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

1a.

A brief description of the project;2.

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

[deleted]

4.

Where the project concerns utility tokens, key features of the goods or services
developed or to be developed;

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5.

Information about the 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;

7.

[deleted]

Part C: Information about the offer to the public of crypto-assets or their admission to
trading on a trading platform for crypto-assets
1.

Indication on whether the whitepaper concerns an offer of crypto-assets to the public oran admission of crypto-assets to trading on a trading platform for crypto-assets;

1a.

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

Where applicable, the amount that the offer intends to raise in funds or in any othercrypto-asset. 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;

3.

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

4.

Where applicable, the total number of crypto-assets to be offered or admitted to trading
on a trading platform for crypto-assets;

5.

Indication of the potential holders that the offer to the public of crypto-assets oradmission of such crypto-assets to trading targets, including any restriction as regards
the type of holders for such crypto-assets;

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6.

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 12 or if the offer is cancelled and detailed description of the refund mechanism,
including the expected timeline of when such refunds will be completed;

7.

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

8.

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

8a.

The arrangements to safeguard funds or other crypto-assets as referred to in Article 9
during the time-limited offer or during the withdrawal period;

9.

Methods of payment to buy the crypto-assets offered and methods of transfer of thevalue to the purchasers when they are entitled to be reimbursed;

10.

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

11.

Information on the manner and time schedule of transferring the purchased cryptoassets to the holders;

11a. Information about technical requirements the purchaser has to fulfil to hold the cryptoassets;
12.

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

13.

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

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14.

The law applicable to the offer to the public of crypto-assets, as well as the competentcourts;15.

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

16.

[deleted]

17.

Potential conflicts of interest, of the persons involved in the offer or admission to
trading, pertaining to the offer or admission to trading.
Part Ca: 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 and functionality of the crypto-assets being offeredor admitted to trading on a trading platform for crypto-assets, including information
about when the functionalities are planned to apply;
Part D: Rights and obligations attached to crypto-assets

1.

[deleted]

2.

[deleted]3.

A description of the rights and obligations (if any) that the purchaser is entitled to, andthe procedure and conditions for the exercise of these rights;

3a.

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

4.

Where applicable, information on the future offers of crypto-assets by the issuer and thenumber of crypto-assets retained by the issuer itself;

5.

Where the offer of crypto-assets or admission to trading on a trading platform for
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6.

Where the offers to the public of crypto-assets or admission to trading on a trading
platform for crypto-assets concerns utility tokens, information on how utility tokens canbe redeemed for goods or services they relate to;7.

Where an admission to trading on a trading platform for crypto-assets is not sought,
information on how and where the crypto-assets can be acquired or sold after the offerto the public;

8.

Restrictions on the transferability of the crypto-assets being offered or admitted to
trading on a trading platform for crypto-assets;

9.

Where the crypto-assets has protocols for the increase or decrease of their supply inresponse to changes in demand, a description of the functioning of such protocols;

10.

The law applicable to the crypto-assets, as well as the competent courts;

11.

Where applicable, a description of protection schemes protecting the value of thecrypto-asset and compensation schemes.
Part E: Information on the underlying technology

1.

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

2.

[deleted]

3.

The consensus mechanism, where applicable;

4.

Incentive mechanisms to secure transactions and any fees applicable;

5.

Where the crypto-assets are issued, transferred and stored on a distributed ledger 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;

6.

Information on the audit outcome of the technology used (if any).

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Part F: Risks
1.

[deleted]2.

A description of risks associated with the offer of crypto-assets and/or admission to
trading on a trading platform for crypto-assets;

2a

A description of risks associated with the issuer of crypto-assets, if different from theofferor, or person seeking admission to trading;3.

A description of risks associated with the crypto-assets;

4.

A description of risks associated with project implementation;

5.

A description of risks associated with the technology used as well as mitigating
measures (if any).

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Annex II
Disclosure items for white paper for asset-referenced tokens
Part A: Information about the issuer
0a.

Name;

0b.

Legal form;

0c.

Registered address and head office where different;

0d.

Date of the registration;

0e.

Legal entity identifier, if available, or national legal entity code;

0f.

Where applicable, the identity of the parent company;

0g.

Identity, business addresses and functions of persons belonging to the management
body of the issuer;

0h.

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

0j.

The financial condition of the issuer over the past 3 years or where the issuer has notbeen established for the past 3 years, its financial condition since the date of its
registration.
The financial condition means a fair review of the development and performance of thebusiness 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 andperformance of the issuer’s business and of its position, consistent with the size andcomplexity of the business;1.

A detailed description of the issuer’s governance arrangements;

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2.

Except for issuers of asset-referenced tokens that are exempted from authorisation inaccordance with Article 15a, details about the authorisation as an issuer of assetreferenced tokens and name of the competent authority which granted such anauthorisation.
For credit institutions the name of the competent authority of the home Member State.

2a. In case the issuer of the crypto-asset also issued other crypto-assets or has also activities
related to crypto-assets, this should clearly be stated. The issuer should also state
whether there is any connection between the issuer and the entity running the DLT
network used to issue the crypto asset. This also applies if these protocols are run by orcontrolled by a person/ legal entity closely connected to project participants;
Part B: Information about the asset-referenced tokens
0a.

Name and abbreviation or ticker handler of the asset-referenced tokens;0b.

A brief description of the asset-referenced tokens, including a reference to the type of
crypto asset;

0c.

Details of all natural or legal persons (including business addresses and/or domicile ofthe company) involved in the implementation of the asset-referenced tokens, such asadvisors, development team and crypto-asset service providers;1.

A description of the role, responsibilities and accountability of any third-party entities
referred to in Article 30(5), point (h).

2.

Information about the plans for the asset-referenced tokens, including the description of
the past and future milestones and, where applicable, resources already allocated.

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Part C: Information about the offer to the public of asset-referenced tokens or theiradmission to trading on a trading platform for crypto-assets
1.

Indication on whether the white paper concerns an offer of asset-referenced tokens to
the public or an admission of asset-referenced tokens to trading on a trading platform
for crypto-assets;

2.

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

3.

Where applicable, the total number of asset-referenced tokens to be offered or admitted
to trading on a trading platform for crypto-assets;

4.

Indication of the potential holders that the offer to the public of asset-referenced tokens
or admission of such asset-referenced tokens to trading targets, including any restriction
as regards the type of holders for such asset-referenced tokens;

5.

Specific notice that purchasers participating in the offer to the public of asset-referenced
tokens will be able to be reimbursed if the minimum target subscription goal is notreached at the end of the offer to the public, including the expected timeline of whensuch 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 of asset-referenced tokens, including
information on discounted purchase price for early purchasers of asset-referenced
tokens (pre-public sales); in the case of discounted purchase price for some purchasers,
an explanation why purchase prices may be different, and a description of the impact on
the other investors;

7.

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8.

Methods of payment to buy and to redeem the asset-referenced tokens offered;

9.

Information on the method and time schedule of transferring the purchased assetreferenced tokens to the holders;

9aInformation about technical requirements the purchaser has to fulfil to hold the assetreferenced token;

10.

Where applicable, name of the asset-referenced token service provider in charge of theplacement of crypto-assets and the form of such placement (guaranteed or not);11.

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

12.

The law applicable to the offer to the public of asset-referenced tokens, as well as thecompetent courts;

13.

Expenses related to the offer to the public of asset-referenced tokens;

14.

Potential conflicts of interest, of the persons involved in the offer or admission to
trading, pertaining to the offer or admission to trading.

Part D: Information on the rights and obligations attached to asset-referenced tokens
0a.

A description of the characteristics and functionality of the asset-referenced tokens
being offered or admitted to trading on a trading platform for crypto-assets, including
information about when the functionalities are planned to apply;

0b.

A description of the rights and obligations (if any) that the purchaser has, and theprocedure and conditions for the exercise of these rights;

0c.

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

0d.

Where applicable, information on the future offers of asset-referenced tokens by theissuer and the number of asset-referenced tokens retained by the issuer itself;

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0e.

Where an admission to trading on a trading platform for crypto-assets is not sought,
information on how and where the asset-referenced tokens can be acquired or sold after
the offer to the public;0f.

Any restrictions on the transferability of the asset-referenced tokens being offered or
admitted to trading on a trading platform for crypto-assets;

0g.

Where the asset-referenced tokens has protocols for the increase or decrease of their
supply in response to changes in demand, a description of the functioning of suchprotocols;0h.

The law applicable to the asset-referenced tokens, as well as the competent courts;-1h. Where applicable, public protection schemes protecting the value of the assetreferenced token and public compensation schemes;
1.

Information on the nature and enforceability of rights, including permanent redemption
rights and any claims that holders and any legal or natural person as referred to in
Article 35(3), may have against the issuer, including information on how such rights
will be treated in case of insolvency procedures; information on whether different rights
are allocated to different holders and the non-discriminatory reasons for such different
treatment;

1a.

a detailed description of the claim that the asset-referenced token represents for holders,
including:(i)the description of each referenced asset and specified proportions of each of theseassets,(ii)

the relation between the value of the referenced assets and the amount of the claim
and the reserve of assets, and;(iii) a description how a fair and transparent valuation of components of the claim isundertaken, which identifies, where relevant, independent parties;
2.

[deleted]

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3.

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

4.

The contact details for submitting complaints and description of the complaint handlingprocedure and any dispute resolution mechanism or redress procedure established by theissuer of asset-referenced tokens;

5.

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

6.

A description of rights in the context of the implementation of the recovery plan;7.

A description of rights in the context of the implementation of the orderly redemption
plan;

8.

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 thecurrency of redemption;
Part E: Information on the underlying technology

1.

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

2.

[deleted]

3.

The consensus mechanism, where applicable;

4.

Incentive mechanisms to secure transactions and any fees applicable;

5.

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

6.

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

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Part F: Risks
1.

Risks related to the reserve of assets, when the issuer is not able to fulfil its obligations;4.

A description of the risks associated with the issuer of asset-referenced tokens;

5.

A description of the risks associated with the offer of asset-referenced tokens oradmission to trading on a trading platform for crypto-assets;

6.

A description of the risks associated with the asset-referenced tokens, in particular to theassets referenced;

7.

A description of the risks associated with implementation of the asset-referenced tokens
project;

8.

A description of the risks associated with the technology used as well as mitigating
measures (if any).
Part G: Reserve of assets

1.

A detailed description of the mechanism aimed at aligning the value of the reserve ofassets with the claim associated to the asset-referenced tokens, including legal andtechnical 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, andredeemed;

4.

Information on whether a part of the reserve assets are invested and where applicable, adescription of the investment policy for the reserve assets;

5.

A description of the custody arrangements for the reserve assets, including thesegregation of assets, and the name of credit institutions, investment firms or cryptoasset service providers appointed as custodians.

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Annex III
Disclosure items for the white paper for electronic money tokens
Part A: Information about the issuer
1.

Issuer’s name;1a.

Legal form;

2.

Registered address and head office where different;

3.

Date of the registration;

4.

Legal entity identifier, if available, or national legal entity code;

4a.

a contact telephone number and an email address of the issuer, and a period of days
during which an investor contacting the issuer via this telephone number or email
address will receive an answer.

5.

Where applicable, the identity of the parent company;

6.

Identity, business address and functions of persons belonging to the management bodyof the issuer;

6a.

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

7.

[deleted]

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8.

Potential conflicts of interest;

8a.

In case the issuer of the e-money tokens also issued other crypto assets or has also otheractivities related to crypto assets, this should clearly be stated. The issuer should also
state whether there is any connection between the issuer and the entity running the DLT
network used to issue the crypto asset. This also applies if the protocols mentioned in
the previous paragraph are run by/ or controlled by a person/ legal entity closely
connected to project participants;

9.

The issuer’s financial condition over the past three years or where the issuer has notbeen established for the past three years, the issuer’s financial condition record since thedate of its registration.
The financial condition means a fair review of the development and performance of thebusiness 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 andperformance of the issuer’s business and of its position, consistent with the size andcomplexity of the business;

10.

Except for e-money issuers who are exempted from authorisation in accordance with
Article 43(2)(b) and (c), details about the authorisation as an issuer of e-money tokens
and name of the competent authority which granted authorisation.

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Part B: Information about the e-money tokens-1.

Name of the e-money token and abbreviation;

1.

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

Part C: Information about the offer to the public of e-money tokens or their admission to
trading1.

Indication on whether the white paper concerns an offer to the public of e-money tokens
to the general public or their admission to trading on a trading platform for cryptoassets;

2.

Where applicable, the total number of e-money tokens to be offered to the public oradmitted to trading on a trading platform for crypto-assets;

3.

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

4.

The law applicable to the offer to the public of e-money tokens, as well as thecompetent courts.
Part D: Rights and obligations attached to e-money tokens

1.

A detailed description of the rights and obligations (if any) that the holder of the emoney token is entitled to, including the right of redemption at par value as well as theprocedure and conditions for the exercise of these rights;

2.

[deleted]

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2a.

A description of the conditions under which the rights and obligations may be modified;4.

The law applicable to the e-money tokens, as well as the competent courts;

5.

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

6.

A description of rights in the context of the implementation of the recovery plan;7.

A description of rights in the context of the implementation of the orderly redemption
plan.

8.

The contact details for submitting complaints and description of the complaint handlingprocedure and any dispute resolution mechanism or redress procedure established by theissuer of e-money tokens;

8a.

Where applicable, a description of protection schemes protecting the value of thecrypto-asset and compensation schemes.
Part E: Information on the underlying technology

1.

Information on the technology used, including distributed ledger technology, protocols
and technical standards used, allowing for the holding, storing and transfer of such emoney tokens;

1a.

Information about technical requirements the purchaser has to fulfil to gain control overthe e-money tokens;

2.

[deleted]

3.

The consensus mechanism, where applicable;

4.

Incentive mechanisms to secure transactions and any fees applicable;

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5.

Where the e-money tokens are issued, transferred and stored on a distributed ledger thatis operated by the issuer or a third-party acting on its behalf, a detailed description of
the functioning of such distributed ledger;

6.

Information on the audit outcome of the technology used (if any);
Part F: Risks

1.

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

Description of risks associated with the e-money tokens;

3.

Description of risks associated with the technology used as well as mitigating measures(if any).

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Annex IV
Minimum capital requirements for crypto-asset service providers

Crypto-asset service

Type of crypto-asset

Minimum capitalprovidersservicesrequirements under Article
60(1)(a)Class 1[Class 1][Class 1]

Crypto-asset service

EUR 50,000

provider authorised for thefollowing crypto-asset
services:–

reception andtransmission of orders onbehalf of third parties;
and/or–providing advice on

crypto-assets; and/or–

execution of orders onbehalf of third parties;
and/or–placing of crypto-assets;

and/or–portfolio management

on crypto-assets- transfer of crypto-assets

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Class 2[Class 2][Class 2]

Crypto-asset service

EUR 125,000

provider authorised for any
crypto-asset services underclass 1 and:–custody andadministration of cryptoassets on behalf of third
parties.
–exchange of crypto-

assets against funds;–

exchange of crypto-

assets against other cryptoassets.

Class 3[Class 3][Class 3]

Crypto-asset service

EUR 150,000

provider authorised for any
crypto-asset services underclass 2 and:–

operation of a trading

platform for crypto-assets.

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Annex V
List of infringements referred to in Title III and Title VI for issuers ofsignificant asset-referenced tokens, point (1)1.

The issuer infringes Article 21 by not notifying the EBA of any change of its businessmodel likely to have a significant influence on the purchase decision of any actual or
potential holder of significant asset-referenced tokens, or by not describing such achange in a crypto-asset white paper.

2.

The issuer infringes Article 21 by not complying with a measure requested by the EBA
in accordance with Article 21(3).

3.

The issuer infringes Article 23(1), point (a) by not acting honestly, fairly andprofessionally.

4.

The issuer infringes Article 23(1), point (b) by not communicating with holders andpotential holders of significant asset-referenced tokens in a fair, clear and not
misleading manner.

5.

The issuer infringes Article 23(2) by not acting in the best interests of the holders ofsignificant asset-referenced tokens, or by giving a preferential treatment to specificholders, which is not disclosed in the issuer’s white paper.

6.

The issuer infringes Article 24, by not publishing on its website its approved cryptoasset white paper as referred to in Article 19(1) and, where applicable, its modified
crypto-asset white paper referred to in Article 21.

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7.

The issuer infringes Article 24 by not making the white papers publicly accessible
before the starting date of the offer to the public of the significant asset-referenced
tokens or the admission of those tokens to trading on a trading platform for cryptoassets.

8.

The issuer infringes Article 24 by not making the crypto-asset white paper available aslong as the significant asset-referenced tokens are held by the public.

9.

The issuer infringes Article 25(1) by publishing marketing communications, relating to
an offer to the public of significant asset-referenced tokens, or to the admission of suchsignificant asset-referenced tokens to trading on a trading platform for crypto-assets,
which do not meet the requirements set out in Article 25(1), points (a) to (d).

9a.

The issuer infringes Article 25(3) by not notifying marketing communications to the
EBA upon request.

9b.

The issuer infringes Article 25(4) by disseminating marketing communications before
the publication of the whitepaper.

10.

[deleted]

11.

The issuer infringes Article 26(1) by not disclosing in a clear, accurate and transparent
manner on a publicly and easily accessible place on their website the amount ofsignificant asset-referenced tokens in circulation and the value and the composition of
the reserve assets referred to in Article 32, or by not updating the required information
at least once a month.

12.

The issuer infringes Article 26(2) by not publishing as soon as possible on a publicly
and easily accessible place on their website a brief summary of the audit report as wellas the full and unredacted audit report in relation to the reserve assets referred to in
Article 32.

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13.

The issuer infringes Article 26(3) by not disclosing in a clear, accurate and transparent
manner as soon as possible any event that has or is likely to have a significant effect on
the value of the significant asset-referenced tokens or the reserve assets.

14.

The issuer infringes Article 27(1) by not establishing and maintaining effective andtransparent procedures for the prompt, fair and consistent handling of complaints
received from holders of significant asset-referenced tokens and other interested parties,
including consumer associations which represent holders of asset-referenced tokens, orby not establishing procedures to facilitate the handling of complaints between holders
and third-party entities as referred to in Article 30(5), point (h).

15.

The issuer infringes Article 27(2), by not enabling the holders of significant assetreferenced tokens to file complaints free of charge.

16.

The issuer infringes Article 27(3), by not developing and making available to theholders of significant asset-referenced tokens a template for filing complaints and by notkeeping a record of all complaints received and any measures taken in response to thosecomplaints.

17.

The issuer infringes Article 27(4), by not investigating all complaints in a timely andfair manner and/or, by not communicating the outcome of such investigations to theholders of their significant asset-referenced tokens within a reasonable period of time.

18.

The issuer infringes Article 28(1) by not implementing and maintaining effective
policies and procedures to identify, prevent, manage and disclose conflicts of interest
between the issuer itself and its shareholders, the members of its management body, its
employees, any natural or legal persons that have qualifying holdings in the issuer, theholders of significant asset-referenced tokens, any third party providing one of thefunctions as referred in Article 30(5), point (h).

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19.

The issuer infringes Article 28(1) by not taking all appropriate steps to identify, prevent,manage and disclose conflicts of interest arising from the management and investmentof the reserve assets.

20.

The issuer infringes Article 28, paragraphs (2) to (4), by not disclosing to the holders ofsignificant asset-referenced tokens the general nature and sources of conflicts of interestand the steps taken to mitigate those risks, or by not making this disclosure on its
website in a prominent place, or by not being sufficiently precise in the disclosure toenable the holders of significant asset-referenced tokens to take an informed purchasing
decision about such tokens.

21.

The issuer infringes Article 29, by not notifying immediately to EBA of any changes to
its management body or by not providing EBA with all the necessary information toassess compliance with Article 30(2).

22.

The issuer infringes Article 30(1) by not having robust governance arrangements, which
include a clear organisational structure with well-defined, transparent and consistentlines of responsibility, effective processes to identify, manage, monitor and report therisks to which it is or might be exposed, and adequate internal control processes,
including sound administrative and accounting procedures.

23.

The issuer infringes Article 30(2) by having members of its management body who do
not have sufficiently good repute and do not possess sufficient knowledge, experienceand skills to perform their duties as well as they do not demonstrate that they arecapable of committing sufficient time to effectively perform their duties.

23a. The management body of the issuer infringes Article 30(2a) by not assessing nor
periodically reviewing the effectiveness of the policy arrangements and procedures put
in place to comply with the obligations set out in Chapters 2, 3, 5 and 6 of this Title andby not taking appropriate measures to address any deficiencies.

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23b. The issuer infringes Article 30(3) by having persons with qualifying holdings who do
not have sufficiently good repute.
24.

The issuer infringes Article 30(5) by not adopting policies and procedures that are
sufficiently effective to ensure compliance with this Regulation, including complianceof its managers and employees with all the provisions of this Title, including by notestablishing, maintaining and implementing any of the policies and procedures referred
to in Article 30(5), points (a) to (k).

25.

The issuer infringes Article 30(5) by not establishing and maintaining contractual
arrangements with third-party entities as referred to in Article 30(5), point (h), thatprecisely set out the roles, responsibilities, rights and obligations of each of the thirdparty entities and the issuer, or by providing for an unambiguous choice of law for suchcontracts with cross-jurisdictional implications.

26.

Unless they have initiated a plan as referred to in Article 42, the issuer infringes Article
30(6), by not employing appropriate and proportionate systems, resources or procedures
to ensure the continued and regular performance of their services and activities, and by
not maintaining all their systems and security access protocols to appropriate Union
standards.

26a. The issuer infringes Article 30(6a) for not presenting to the competent authority for
approval a plan for discontinuation of providing services and activities.
27.

The issuer infringes Article 30(7) by not identifying sources of operational risks and by
not minimising those risks through the development of appropriate systems, controls
and procedures.

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28.

The issuer infringes Article 30(8) by not establishing a business continuity policy andplans that ensure, in case of an interruption of its systems and procedures, thepreservation of essential data and functions and the maintenance of their activities, or,where that is not possible, the timely recovery of such data and functions and the timely
resumption of its activities.
The issuer infringes Article 30(9) by not having in place internal control mechanisms
and effective procedures for risk management, including effective control and safeguardarrangements for managing ICT systems as required by Regulation (EU) 2021/xx of theEuropean Parliament and of the Council.
The issuer infringes Article 30(10) by not having systems and procedures in place thatare adequate to safeguard the security, integrity and confidentiality of information as
required by Regulation (EU) 2021/xx of the European parliament and of the Council on
digital operational resilience1 and in line with Regulation (EU) 2016/6792 of theEuropean parliament and of the Council (General Data Protection Regulation).
The issuer infringes Article 30(11) by not ensuring that the issuer is regularly audited byindependent auditors.

1

2

Proposal for a Regulation of the European Parliament and the Council on digital operational resilience forthe financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014
and (EU) No 909/2014 - COM(2020)595.
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on theprotection of natural persons with regard to the processing of personal data and on the free movement ofsuch data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p.
1).

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29.

The issuer infringes Article 31(1) point (a) or point (ba) or 41(4) by not abiding, at all
times, to the own funds requirement.

30.

The issuer infringes Article 31(2) where its own funds do not consist of the common
Equity Tier 1 items and instruments referred to in Articles 26 to 30 of Regulation (EU)No 575/2013 after the deductions in full, pursuant to Article 36 of that Regulation,
without the application of threshold exemptions referred to in Articles 46 and 48 of that
Regulation.

31.

The issuer infringes Article 31(3) by not abiding to the own funds required by thecompetent authority, following the assessment made in accordance with Article 31(3).

31a. The issuer infringes Article 31(3b) by not conducting on a regular basis, stress testingthat shall take into account severe but plausible financial stress scenarios, such as
interest rate shocks, and non-financial stress scenarios such as operational risk
31b. The issuer infringes Article 31(3b) by not abiding to hold an additional amount of own
funds as requested by the EBA on the basis of the outcome of the stress-test .
32.

The issuer infringes Article 32(1) by not constituting and maintaining a reserve of assets
at all times.

32a. The issuer infringes Article 32(1ab) by not ensuring that the reserve of assets is
operationally segregated from the issuer’s estate, and from the reserve of assets of othertokens.

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32b. The issuer infringes Article 32(1b) by not ensuring that the reserve of assets iscomposed and managed in such a way that the risks associated to the assets referenced
by the significant asset-referenced token are covered.
The issuer infringes Article 32(1c) by not ensuring that the reserve of assets iscomposed and managed in such a way that the liquidity risks associated to thepermanent redemption rights of the holders are addressed.
33.

The issuer infringes Article 32(3) where its management body does not ensure effective
and prudent management of the reserve of assets.

34.

The issuer infringes Article 32(3) by not ensuring that the issuance and redemption ofsignificant asset-referenced tokens is always matched by a corresponding increase or
decrease in the reserve of assets.

34a. The issuer infringes Article 32(3) by not ensuring that the aggregated value of thereserve assets, determined from market prices, is always at least equal to the aggregate
value of the claims on the issuer from holders of asset-referenced tokens in circulation.
35.

The issuer infringes Article 32(4), by not having clear and detailed policies on thestabilisation mechanism of such tokens that do not meet the conditions set out in Article
32(4), points (a) to (g).

36.

The issuer infringes Article 32(5) by not mandating an independent audit of the reserveof assets every 6 months, as of the date of its authorisation or issuing the assetreferenced tokens for the first time in accordance with Article 15a.The issuer infringes
Article 32(5) by not notifying to the competent authority and publishing the result of theaudit in accordance with 32(5).

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37.

The issuer infringes Article 33(1) by not establishing, maintaining or implementing
custody policies, procedures and contractual arrangements that ensure at all times thatthe conditions listed in Article 33(1) points (a) to (e) are met.

38.

The issuer infringes Article 33(1) by not having a custody policy for each reserve ofassets it manages.

39.

The issuer infringes Article 33(2) where the reserve assets are not held in custody by acrypto-asset service provider, by a credit institution, or by an investment firm by nolater than 5 business days after the issuance of the significant asset-referenced tokens.

40.

The issuer infringes Article 33(3) by not exercising all due skill, care, diligence in theselection, appointment and review of credit institutions, investment firms and cryptoasset service providers appointed as custodians of the reserve assets, or by not ensuringthat the custodian is a different legal person from the issuer.

41.

The issuer infringes Article 33(3) by not ensuring that the credit institutions, investment
firms and crypto-asset service providers appointed as custodians of the reserve assets
have the necessary expertise and market reputation to act as custodians of such reserve
assets.

42.

The issuer infringes Article 33(3) by not having contractual arrangements with thecustodians that ensure that the reserve assets held in custody are protected against
claims of the custodians’ creditors.

43.

The issuer infringes Article 33(3) by not having custody policies and procedures that set
out the selection criteria for the appointments of credit institutions, investment firms or
crypto-asset service providers as custodians of the reserve assets and/or by not having
the procedure to review such appointments.

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44.

The issuer infringes Article 33(3) by not reviewing the appointment of credit
institutions, investment firms or crypto-asset service providers as custodians of thereserve assets on a regular basis, and, by not evaluating its exposures to such custodians,
and by not monitoring the financial conditions of such custodians on an ongoing basis.

45.

The issuer infringes Article 33(4) where the reserve assets are not entrusted to credit
institutions, investment firms or crypto-asset service providers in accordance with
Article 33(4) points (a) to (d).

46.

The issuer infringes Article 33(5) where the appointment of a custodian is not evidenced
by a written contract, or where such a contract does not regulate the flow of information
deemed necessary to enable the issuers, the credit institutions, investment firms and thecrypto-assets service providers to perform their functions.

47.

The issuer infringes Article 34(1) by investing the reserve of assets in any products thatare not highly liquid financial instruments with minimal market, credit andconcentration risks or where such investments cannot be liquidated rapidly withminimal price effect.

48.

The issuer infringes Article 34(2) by not holding in custody the financial instruments inwhich the reserve assets are held in accordance with Article 33.

49.

The issuer infringes Article 34(3) by not bearing all profits and losses and any
counterparty or operational risks that result from the investment of the reserve of assets.

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50.

The issuer infringes Article 35(1), by not establishing, maintaining and implementing
clear and detailed policies and procedures on the rights granted to holders of significant
asset-referenced tokens.

51.

The issuer infringes Article 35(1) and (2) by not providing holders of significant assetreferenced tokens with a permanent right of redemption in accordance with Article
35(1), (2) , and by not establishing a policy that meets the conditions listed in Article
35(2), points (a) to (ea).

51c. The issuer infringes Article 35(3) by applying fees in the event of the redemption ofsignificant asset-referenced tokens.
52.

[deleted]

53.

[deleted]

54.

[deleted]

55.

[deleted]

56.

[deleted]

57.

[deleted]

58.

[deleted]59.

The issuer infringes Article 36 by granting interests in relation to significant assetreferenced tokens.

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60.

The issuer infringes Article 41(1) by not adopting, implementing and maintaining a
remuneration policy that promotes sound and effective risk management of such issuers
and that does not create incentives to relax risk standards.

61.

The issuer infringes Article 41(2) by not ensuring that its significant asset-referenced
tokens can be held in custody by different crypto-asset service providers authorised forthe service referred to in Article 3(1), point (10), on a fair, reasonable and nondiscriminatory basis.

62.

The issuer infringes Article 41(3) by not assessing or monitoring the liquidity needs tomeet redemption requests or the exercise of rights, as referred to in Article 36, byholders of significant asset-referenced tokens.

63.

The issuer infringes Article 41(3) by not establishing, maintaining or implementing aliquidity management policy and procedures or by not having policy and proceduresthat ensure that the reserve assets have a resilient liquidity profile that enables the issuerof significant asset-referenced tokens to continue operating normally, including underliquidity stressed scenarios.

63aa. The issuer infringes Article 41(3a) by not conducting on a regular basis, liquidity stresstesting and by not strengthening the liquidity risk requirements requested by the EBA.
63a. The issuer infringes Article 41a(1) by not establishing a recovery plan providing formeasures to be taken by the issuer to restore the compliance with the requirements
applicable to the reserve of assets when the issuer fails to comply with thoserequirements, including the preservation of its services related to the significant assetreferenced tokens issued, the timely recovery of operations and the fulfilment of theissuer's obligations in the case of events that pose a significant risk of disrupting
operations.

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63c. The issuer infringes Article 41a(1) by not establishing a plan that includes appropriate
conditions and procedures to ensure the timely implementation of recovery actions aswell as a wide range of recovery options.
63d. The issuer infringes Article 41a(2) by not notifying the recovery plan to the competentauthority and, where applicable, resolution and prudential supervisory authorities,
within 6 months after the date of authorisation or issuing the asset-referenced tokens forthe first time in accordance with Article 15a.
63e. The issuer infringes Article 41a(2) by not reviewing or updating the plan regularly.
64.

The issuer infringes Article 42(1) by not having in place and maintaining an operational
plan that is appropriate to support an orderly redemption of its significant assetreference tokens.
The issuer infringes Article 42(1) by not having a plan that demonstrates the ability of
the issuer of significant asset-referenced tokens to carry out the redemption ofoutstanding asset-referenced tokens issued without causing undue economic harm totheir holders or to the stability of the markets of the reserve assets

65.

The issuer infringes Article 42(2) by not having a plan that includes contractual
arrangements, procedures or systems, including the designation of a temporary
administrator, to ensuring the equitable treatment between all holders of significant
asset-referenced tokens and that the holders of significant asset-referenced tokens arepaid in a timely manner with the proceeds from the sale of the remaining reserve assets.

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65a.

The issuer infringes Article 42(2) by not ensuring the continuity of any critical activities
performed by issuers or by any third-party entities, which are necessary for the orderly
redemption.
The plan shall ensure the continuity of any critical activities performed by issuers or by
any third-party entities, which are necessary for the orderly redemption

65b.

The issuer infringes Article 42(3) by not notifying the redemption plan to the competentauthority within 6 months after the date of issuing a significant e-money token.

66.

The issuer infringes Article 42(3) by not reviewing or updating the plan regularly.

67.

Unless the conditions of Article 77(2) are met, the issuer infringes Article 77(1) by not
informing the public as soon as possible of inside information, which concerns thatissuer, in a manner that enables easy and widespread access to that information and its
complete, correct and timely assessment by the public.

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Annex VI
List of infringements of provisions referred to in Title III by application of Title
IV for issuers of significant electronic money tokens
1.

The issuer infringes Article 30(6a) for not presenting to the competent authority for
approval a plan for discontinuation of providing services and activities.

-1a. The issuer infringes Article 32(1) by not constituting and maintaining a reserve of assets
at all times.
-1b. The issuer infringes Article 32(1ab) by not ensuring that the reserve of assets is
operationally segregated from the issuer’s estate, and from the reserve of assets of othertokens.
-1c. The issuer infringes Article 32(1b) by not ensuring that the reserve of assets iscomposed and managed in such a way that the risks associated to the assets referenced
by the significant e-money token are covered.
The issuer infringes Article 32(1c) by not ensuring that the reserve of assets iscomposed and managed in such a way that the liquidity risks associated to thepermanent redemption rights of the holders are addressed.
-1d. The issuer infringes Article 32(3) where its management body does not ensure effective
and prudent management of the reserve of assets.
0f.

The issuer infringes Article 32(3) by not ensuring that the issuance and redemption of emoney tokens is always matched by a corresponding increase or decrease in the reserveof assets.

0g.

The issuer infringes Article 32(3) by not ensuring that the aggregated value of thereserve assets, determined from market prices, is always be at least equal to theaggregate value of the claims on the issuer from holders of e-money tokens incirculation.

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-1g. The issuer infringes Article 32(4), by not having clear and detailed policies on thestabilisation mechanism of such tokens that meet the conditions set out in Article 32(4),points (a) to (g).
0i.

The issuer infringes Article 32(5) by not mandating an independent audit of the reserveof assets every 6 months, after the date of issuing the e-money token.
The issuer infringes Article 32(5) by not notifying to the competent authority or by not
publishing the result of the audit in accordance with 32(5).

1.

The issuer infringes Article 33(1) by not establishing, maintaining or implementing
custody policies, procedures and contractual arrangements that ensure at all times thatthe conditions listed in Article 33(1), points (b) to (f) are met.

2.

The issuer infringes Article 33(1) by not having a custody policy for each reserve ofassets it manages.

3.

The issuer infringes Article 33(2) where the reserve assets are not held in custody by acrypto-asset service provider, by a credit institution or by an investment firm by no later
than 5 business days after the issuance of the significant e-money tokens.

4.

The issuer infringes Article 33(3) by not exercising all due skill, care, diligence in theselection, appointment and review of credit institutions, investment firms and cryptoasset service providers appointed as custodians of the reserve assets or by not ensuringthat the custodian is a different legal person from the issuer.

5.

The issuer infringes Article 33(3) by not ensuring that the credit institutions, investment
firms and crypto-asset service providers appointed as custodians of the reserve assets
have the necessary expertise and market reputation to act as custodians of such reserve
assets.

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6.

The issuer infringes Article 33(3) by not having contractual arrangements with thecustodians that ensure that the reserve assets held in custody are protected against
claims of the custodians’ creditors.

7.

The issuer infringes Article 33(3) by not having custody policies and procedures that set
out the selection criteria for the appointments of credit institutions, investment firms or
crypto-asset service providers as custodians of the reserve assets and/or the procedure toreview such appointments.

8.

The issuer infringes Article 33(3) by not reviewing the appointment of credit
institutions, investment firms or crypto-asset service providers as custodians of thereserve assets on a regular basis, and/or, by not evaluating its exposures to suchcustodians, and/or monitoring the financial conditions of such custodians on an ongoingbasis.

9.

The issuer infringes Article 33(4) where the reserve assets are not entrusted to credit
institutions, investment firms or crypto-asset service providers in accordance with
Article 33(4), points (a) to (d).

10.

The issuer infringes Article 33(5) where the appointment of a custodian is not evidenced
by a written contract, or where such a contract does not regulate the flow of information
deemed necessary to enable the issuers and the credit institutions, investment firms andthe crypto-assets service providers to perform their functions.

11.

The issuer infringes Article 34(1) by investing the reserve assets in any products that are
not highly liquid financial instruments with minimal market, credit and concentration
risks or where such investments cannot be liquidated rapidly with minimal price effect.

12.

The issuer infringes Article 34(2) by not holding the financial instruments in which thereserve assets are held in custody in accordance with Article 33.

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13.

The issuer infringes Article 34(3) by not bearing all profits and losses and any
counterparty or operational risks that result from the investment of the reserve assets.

14.

The issuer infringes Article 41(1) by not adopting, implementing and maintaining a
remuneration policy that promotes sound and effective risk management of such issuers
and that does not create incentives to relax risk standards.

15.

The issuer infringes Article 41(2) by not ensuring that its significant e-money tokens
can be held in custody by different crypto-asset service providers authorised for theservice referred to in Article 3(1) point (10), on a fair, reasonable and nondiscriminatory basis.

16.

The issuer infringes Article 41(3) by not assessing or monitoring the liquidity needs tomeet redemption requests by holders of significant e-money tokens.
The issuer infringes Article 41(3) by not establishing, maintaining or implementing aliquidity management policy and procedures or by not having policy and proceduresthat ensure that the reserve assets have a resilient liquidity profile that enable the issuer
to continue operating normally, including under liquidity stressed scenarios.

16a. The issuer infringes Article 41(3a) by not conducting on a regular basis, liquidity stresstesting and by not strengthening the liquidity risk requirements requested by the EBA.
17.

The issuer infringes Article 41(4) by not abiding, at all times, to the own funds
requirement.

18.

The issuer infringes Article 31(2) where its own funds does not consist of the common
Equity Tier 1 items and instruments referred to in Articles 26 to 30 of Regulation (EU)No 575/2013 after the deductions in full, pursuant to Article 36 of that Regulation,
without the application of threshold exemptions referred to in Articles 46 and 48 of that
Regulation.

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19.

The issuer infringes Article 31(3) by not abiding to the own funds required by thecompetent authority, following the assessment made in accordance with Article 31(3).

19a The issuer infringes Article 31(3b) by not conducting on a regular basis, stress testingthat shall take into account severe but plausible financial stress scenarios, such as
interest rate shocks, and non-financial stress scenarios such as operational risk.
The issuer infringes Article 31(3b) by not abiding to hold an additional amount of own
funds as requested by the EBA on the basis of the outcome of the stress-test .
19b The issuer infringes Article 41a(1) by not establishing a recovery plan providing formeasures to be taken by the issuer to restore the compliance with the requirements
applicable to the reserve of assets when the issuer fails to comply with thoserequirements, including the preservation of its services related to the significant assetreferenced tokens issued, the timely recovery of operations and the fulfilment of theissuer's obligations in the case of events that pose a significant risk of disrupting
operations.
19b. The issuer infringes Article 41a(1) by not establishing a plan that includes appropriate
conditions and procedures to ensure the timely implementation of recovery actions aswell as a wide range of recovery options.
19c. The issuer infringes Article 41a(2) by not notifying the recovery plan to the competentauthority and, where applicable, resolution and prudential supervisory authorities,
within 6 months after the date of issuing e-money tokens.
19d. The issuer infringes Article 41a(2) by not reviewing or updating the plan regularly.

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20.

The issuer infringes Article 42(1) by not having in place and maintaining an operational
plan that is appropriate to support an orderly redemption of its significant e-money
tokens.
The issuer infringes Article 42(1) by not having a plan that demonstrates the ability of
the issuer of significant e-money tokens to carry out the redemption of outstanding
significant e-money tokens issued without causing undue economic harm to theirholders or to the stability of the markets of the reserve assets.

21.

The issuer infringes Article 42(2) by not having a plan that includes contractual
arrangements, procedures or systems, including the designation of a temporary
administrator, to ensuring the equitable treatment between all holders of significant emoney tokens and that the holders of significant e-money tokens are paid in a timely
manner with the proceeds from the sale of the remaining reserve assets.

21a. The issuer infringes Article 42(2) by not ensuring the continuity of any critical activities
performed by issuers or by any third-party entities, which are necessary for the orderly
redemption.
22.

The issuer infringes Article 42(3) by not notifying the redemption plan to the competentauthority within 6 months after the date of issuing of e-money tokens.

22a. The issuer infringes Article 42(3) by not reviewing or updating the plan regularly.
23.

[deleted]

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