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Regolamento art MICAR sulle crypto testo multilingue 2023/1114 EN

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2023/1114 EN Art. 3 cercato: 'providing custody and administration of crypto-assets on behalf of clients' . Output generated live by software developed by IusOnDemand srl
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whereas providing custody and administration of crypto-assets on behalf of clients:


definitions:


cloud tag: and the number of total unique words without stopwords is: 1532

 

Article 3

Definitions

1.   For the purposes of this Regulation, the following definitions apply:

(1)

‘ distributed_ledger_technology’ or ‘DLT’ means a technology that enables the operation and use of distributed_ledgers;

(2)

‘ distributed_ledger’ means an information repository that keeps records of transactions and that is shared across, and synchronised between, a set of DLT_network_nodes using a consensus_mechanism;

(3)

‘ consensus_mechanism’ means the rules and procedures by which an agreement is reached, among DLT_network_nodes, that a transaction is validated;

(4)

‘ DLT_network_node’ means a device or process that is part of a network and that holds a complete or partial replica of records of all transactions on a distributed_ledger;

(5)

‘ crypto-asset’ means a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed_ledger_technology or similar technology;

(6)

‘ 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 another value or right or a combination thereof, including one or more official currencies;

(7)

‘ electronic_money_token’ or ‘e-money token’ means a type of crypto-asset that purports to maintain a stable value by referencing the value of one official_currency;

(8)

‘ official_currency’ means an official_currency of a country that is issued by a central bank or other monetary authority;

(9)

‘ utility_token’ means a type of crypto-asset that is only intended to provide access to a good or a service supplied by its issuer;

(10)

‘ issuer’ means a natural or legal person, or other undertaking, who issues crypto-assets;

(11)

‘applicant issuer’ means an issuer of asset-referenced_tokens or e-money tokens who applies for authorisation to offer_to_the_public or seeks the admission to trading of those crypto-assets;

(12)

‘ 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 be offered so as to enable prospective holders to decide whether to purchase those crypto-assets;

(13)

‘ offeror’ means a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public;

(14)

‘ funds’ means funds as defined in Article 4, point (25), of Directive (EU) 2015/2366;

(15)

‘ crypto-asset service provider’ means a legal person or other undertaking whose occupation or business is the provision of one or more crypto-asset services to clients on a professional basis, and that is allowed to provide crypto-asset services in accordance with Article 59;

(16)

‘ crypto-asset service’ means any of the following services and activities relating to any crypto-asset:

(a)

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

(b)

operation of a trading platform for crypto-assets;

(c)

exchange of crypto-assets for funds;

(d)

exchange of crypto-assets for other crypto-assets;

(e)

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

(f)

placing of crypto-assets;

(g)

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

(h)

providing advice on crypto-assets;

(i)

providing portfolio management on crypto-assets;

(j)

providing transfer services for crypto-assets on behalf of clients;

(17)

‘providing custody and administration of crypto-assets on behalf of clients’ means the safekeeping or controlling, on behalf of clients, of crypto-assets or of the means of access to such crypto-assets, where applicable in the form of private cryptographic keys;

(18)

‘operation of a trading platform for crypto-assets’ means the management of one or more multilateral systems, which bring together or facilitate the bringing together of multiple third-party purchasing and selling interests in crypto-assets, in the system and in accordance with its rules, in a way that results in a contract, either by exchanging crypto-assets for funds or by the exchange of crypto-assets for other crypto-assets;

(19)

‘exchange of crypto-assets for funds’ means the conclusion of purchase or sale contracts concerning crypto-assets with clients for funds by using proprietary capital;

(20)

‘exchange of crypto-assets for other crypto-assets’ means the conclusion of purchase or sale contracts concerning crypto-assets with clients for other crypto-assets by using proprietary capital;

(21)

‘execution of orders for crypto-assets on behalf of clients’ means the conclusion of agreements, on behalf of clients, to purchase or sell one or more crypto-assets or the subscription on behalf of clients for one or more crypto-assets, and includes the conclusion of contracts to sell crypto-assets at the moment of their offer_to_the_public or admission to trading;

(22)

‘placing of crypto-assets’ means the marketing, on behalf of or for the account of the offeror or a party related to the offeror, of crypto-assets to purchasers;

(23)

‘reception and transmission of orders for crypto-assets on behalf of clients’ means the reception from a person of an order to purchase or sell one or more crypto-assets or to subscribe for one or more crypto-assets and the transmission of that order to a third party for execution;

(24)

‘providing advice on crypto-assets’ means offering, giving or agreeing to give personalised recommendations to a client, either at the client’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;

(25)

‘providing portfolio management of crypto-assets’ means managing portfolios in accordance with mandates given by clients on a discretionary client-by- client basis where such portfolios include one or more crypto-assets;

(26)

‘providing transfer services for crypto-assets on behalf of clients’ means providing services of transfer, on behalf of a natural or legal person, of crypto-assets from one distributed_ledger address or account to another;

(27)

‘ management_body’ means the body or bodies of an issuer, offeror or person seeking admission to trading, or of a crypto-asset service provider, which are appointed in accordance with national law, which are empowered to set the entity’s strategy, objectives and overall direction, and which oversee and monitor management decision-making in the entity and include the persons who effectively direct the business of the entity;

(28)

‘ credit_institution’ means a credit_institution as defined in Article 4(1), point (1), of Regulation (EU) No 575/2013 and authorised under Directive 2013/36/EU;

(29)

‘ investment_firm’ means an investment_firm as defined in Article 4(1), point (2), of Regulation (EU) No 575/2013 and authorised under Directive 2014/65/EU;

(30)

‘ qualified_investors’ means persons or entities that are listed in Section I, points (1) to (4), of Annex II to Directive 2014/65/EU;

(31)

‘ close_links’ means close_links as defined in Article 4(1), point (35), of Directive 2014/65/EU;

(32)

‘ reserve_of_assets’ means the basket of reserve assets securing the claim against the issuer;

(33)

‘ home_Member_State’ means:

(a)

where the offeror or person seeking admission to trading of crypto-assets other than asset-referenced_tokens or e-money tokens has its registered office in the Union, the Member State where that offeror or person has its registered office;

(b)

where the offeror or person seeking admission to trading of crypto-assets other than asset-referenced_tokens or e-money tokens has no registered office in the Union but does have one or more branches in the Union, the Member State chosen by that offeror or person from among the Member States where it has branches;

(c)

where the offeror or person seeking admission to trading of crypto-assets other than asset-referenced_tokens or e-money tokens is established in a third country and has no branch in the Union, either the Member State where the crypto-assets are intended to be offered to the public for the first time or, at the choice of the offeror or person seeking admission to trading, the Member State where the first application for admission to trading of those crypto-assets is made;

(d)

in the case of an issuer of asset-referenced_tokens, the Member State where the issuer of asset-referenced_tokens has its registered office;

(e)

in the case of an issuer of e-money tokens, the Member State where the issuer of e-money tokens is authorised as a credit_institution under Directive 2013/36/EU or as an electronic_money_institution under Directive 2009/110/EC;

(f)

in the case of crypto-asset service providers, the Member State where the crypto-asset service provider has its registered office;

(34)

‘ host_Member_State’ means the Member State where an offeror or person seeking admission to trading has made an offer_to_the_public of crypto-assets or is seeking admission to trading, or where a crypto-asset service provider provides crypto-asset services, where different from the home_Member_State;

(35)

‘ competent_authority’ means one or more authorities:

(a)

designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced_tokens and e-money tokens, issuers of asset-referenced_tokens, or crypto-asset service providers;

(b)

designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens;

(36)

‘ 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 capital or of the voting rights, as set out in Articles 9 and 10 of Directive 2004/109/EC of the European Parliament and of the Council (32), respectively, taking into account the conditions for the aggregation thereof laid down in Article 12(4) and (5) of that Directive, or which makes it possible to exercise a significant influence over the management of the issuer of asset-referenced_tokens or the management of the crypto-asset service provider in which that holding subsists;

(37)

‘ retail_holder’ means any natural person who is acting for purposes which are outside that person’s trade, business, craft or profession;

(38)

‘ 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 access to their crypto-assets and to give clients access to crypto-asset services;

(39)

‘ client’ means any natural or legal person to whom a crypto-asset service provider provides crypto-asset services;

(40)

‘ matched_principal_trading’ means matched_principal_trading as defined in Article 4(1), point (38), of Directive 2014/65/EU;

(41)

‘ payment_services’ means payment_services as defined in Article 4, point (3), of Directive (EU) 2015/2366;

(42)

‘ payment_service_provider’ means a payment_service_provider as defined in Article 4, point (11), of Directive (EU) 2015/2366;

(43)

‘ electronic_money_institution’ means an electronic_money_institution as defined in Article 2, point (1), of Directive 2009/110/EC;

(44)

‘ electronic_money’ means electronic_money as defined in Article 2, point (2), of Directive 2009/110/EC;

(45)

‘ personal_data’ means personal_data as defined in Article 4, point (1), of Regulation (EU) 2016/679;

(46)

‘ payment_institution’ means a payment_institution as defined in Article 4, point (4), of Directive (EU) 2015/2366;

(47)

‘ UCITS_management_company’ means a management company as defined in Article 2(1), point (b), of Directive 2009/65/EC of the European Parliament and of the Council (33);

(48)

‘ alternative_investment_fund_manager’ means an AIFM as defined in Article 4(1), point (b), of Directive 2011/61/EU of the European Parliament and of the Council (34);

(49)

‘ financial_instrument’ means financial_instruments as defined in Article 4(1), point (15), of Directive 2014/65/EU;

(50)

‘ deposit’ means a deposit as defined in Article 2(1), point (3), of Directive 2014/49/EU;

(51)

‘structured deposit’ means a structured deposit as defined in Article 4(1), point (43), of Directive 2014/65/EU.

2.   The Commission shall adopt delegated acts in accordance with Article 139 to supplement this Regulation by further specifying technical elements of the definitions laid down in paragraph 1 of this Article, and to adjust those definitions to market developments and technological developments.

TITLE II

CRYPTO-ASSETS OTHER THAN ASSET-REFERENCED TOKENS OR E-MONEY TOKENS

Article 3

Definitions

1.   For the purposes of this Regulation, the following definitions apply:

(1)

‘ distributed_ledger_technology’ or ‘DLT’ means a technology that enables the operation and use of distributed_ledgers;

(2)

‘ distributed_ledger’ means an information repository that keeps records of transactions and that is shared across, and synchronised between, a set of DLT_network_nodes using a consensus_mechanism;

(3)

‘ consensus_mechanism’ means the rules and procedures by which an agreement is reached, among DLT_network_nodes, that a transaction is validated;

(4)

‘ DLT_network_node’ means a device or process that is part of a network and that holds a complete or partial replica of records of all transactions on a distributed_ledger;

(5)

‘ crypto-asset’ means a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed_ledger_technology or similar technology;

(6)

‘ 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 another value or right or a combination thereof, including one or more official currencies;

(7)

‘ electronic_money_token’ or ‘e-money token’ means a type of crypto-asset that purports to maintain a stable value by referencing the value of one official_currency;

(8)

‘ official_currency’ means an official_currency of a country that is issued by a central bank or other monetary authority;

(9)

‘ utility_token’ means a type of crypto-asset that is only intended to provide access to a good or a service supplied by its issuer;

(10)

‘ issuer’ means a natural or legal person, or other undertaking, who issues crypto-assets;

(11)

‘applicant issuer’ means an issuer of asset-referenced_tokens or e-money tokens who applies for authorisation to offer_to_the_public or seeks the admission to trading of those crypto-assets;

(12)

‘ 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 be offered so as to enable prospective holders to decide whether to purchase those crypto-assets;

(13)

‘ offeror’ means a natural or legal person, or other undertaking, or the issuer, who offers crypto-assets to the public;

(14)

‘ funds’ means funds as defined in Article 4, point (25), of Directive (EU) 2015/2366;

(15)

‘ crypto-asset service provider’ means a legal person or other undertaking whose occupation or business is the provision of one or more crypto-asset services to clients on a professional basis, and that is allowed to provide crypto-asset services in accordance with Article 59;

(16)

‘ crypto-asset service’ means any of the following services and activities relating to any crypto-asset:

(a)

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

(b)

operation of a trading platform for crypto-assets;

(c)

exchange of crypto-assets for funds;

(d)

exchange of crypto-assets for other crypto-assets;

(e)

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

(f)

placing of crypto-assets;

(g)

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

(h)

providing advice on crypto-assets;

(i)

providing portfolio management on crypto-assets;

(j)

providing transfer services for crypto-assets on behalf of clients;

(17)

‘providing custody and administration of crypto-assets on behalf of clients’ means the safekeeping or controlling, on behalf of clients, of crypto-assets or of the means of access to such crypto-assets, where applicable in the form of private cryptographic keys;

(18)

‘operation of a trading platform for crypto-assets’ means the management of one or more multilateral systems, which bring together or facilitate the bringing together of multiple third-party purchasing and selling interests in crypto-assets, in the system and in accordance with its rules, in a way that results in a contract, either by exchanging crypto-assets for funds or by the exchange of crypto-assets for other crypto-assets;

(19)

‘exchange of crypto-assets for funds’ means the conclusion of purchase or sale contracts concerning crypto-assets with clients for funds by using proprietary capital;

(20)

‘exchange of crypto-assets for other crypto-assets’ means the conclusion of purchase or sale contracts concerning crypto-assets with clients for other crypto-assets by using proprietary capital;

(21)

‘execution of orders for crypto-assets on behalf of clients’ means the conclusion of agreements, on behalf of clients, to purchase or sell one or more crypto-assets or the subscription on behalf of clients for one or more crypto-assets, and includes the conclusion of contracts to sell crypto-assets at the moment of their offer_to_the_public or admission to trading;

(22)

‘placing of crypto-assets’ means the marketing, on behalf of or for the account of the offeror or a party related to the offeror, of crypto-assets to purchasers;

(23)

‘reception and transmission of orders for crypto-assets on behalf of clients’ means the reception from a person of an order to purchase or sell one or more crypto-assets or to subscribe for one or more crypto-assets and the transmission of that order to a third party for execution;

(24)

‘providing advice on crypto-assets’ means offering, giving or agreeing to give personalised recommendations to a client, either at the client’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;

(25)

‘providing portfolio management of crypto-assets’ means managing portfolios in accordance with mandates given by clients on a discretionary client-by- client basis where such portfolios include one or more crypto-assets;

(26)

‘providing transfer services for crypto-assets on behalf of clients’ means providing services of transfer, on behalf of a natural or legal person, of crypto-assets from one distributed_ledger address or account to another;

(27)

‘ management_body’ means the body or bodies of an issuer, offeror or person seeking admission to trading, or of a crypto-asset service provider, which are appointed in accordance with national law, which are empowered to set the entity’s strategy, objectives and overall direction, and which oversee and monitor management decision-making in the entity and include the persons who effectively direct the business of the entity;

(28)

‘ credit_institution’ means a credit_institution as defined in Article 4(1), point (1), of Regulation (EU) No 575/2013 and authorised under Directive 2013/36/EU;

(29)

‘ investment_firm’ means an investment_firm as defined in Article 4(1), point (2), of Regulation (EU) No 575/2013 and authorised under Directive 2014/65/EU;

(30)

‘ qualified_investors’ means persons or entities that are listed in Section I, points (1) to (4), of Annex II to Directive 2014/65/EU;

(31)

‘ close_links’ means close_links as defined in Article 4(1), point (35), of Directive 2014/65/EU;

(32)

‘ reserve_of_assets’ means the basket of reserve assets securing the claim against the issuer;

(33)

‘ home_Member_State’ means:

(a)

where the offeror or person seeking admission to trading of crypto-assets other than asset-referenced_tokens or e-money tokens has its registered office in the Union, the Member State where that offeror or person has its registered office;

(b)

where the offeror or person seeking admission to trading of crypto-assets other than asset-referenced_tokens or e-money tokens has no registered office in the Union but does have one or more branches in the Union, the Member State chosen by that offeror or person from among the Member States where it has branches;

(c)

where the offeror or person seeking admission to trading of crypto-assets other than asset-referenced_tokens or e-money tokens is established in a third country and has no branch in the Union, either the Member State where the crypto-assets are intended to be offered to the public for the first time or, at the choice of the offeror or person seeking admission to trading, the Member State where the first application for admission to trading of those crypto-assets is made;

(d)

in the case of an issuer of asset-referenced_tokens, the Member State where the issuer of asset-referenced_tokens has its registered office;

(e)

in the case of an issuer of e-money tokens, the Member State where the issuer of e-money tokens is authorised as a credit_institution under Directive 2013/36/EU or as an electronic_money_institution under Directive 2009/110/EC;

(f)

in the case of crypto-asset service providers, the Member State where the crypto-asset service provider has its registered office;

(34)

‘ host_Member_State’ means the Member State where an offeror or person seeking admission to trading has made an offer_to_the_public of crypto-assets or is seeking admission to trading, or where a crypto-asset service provider provides crypto-asset services, where different from the home_Member_State;

(35)

‘ competent_authority’ means one or more authorities:

(a)

designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced_tokens and e-money tokens, issuers of asset-referenced_tokens, or crypto-asset service providers;

(b)

designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens;

(36)

‘ 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 capital or of the voting rights, as set out in Articles 9 and 10 of Directive 2004/109/EC of the European Parliament and of the Council (32), respectively, taking into account the conditions for the aggregation thereof laid down in Article 12(4) and (5) of that Directive, or which makes it possible to exercise a significant influence over the management of the issuer of asset-referenced_tokens or the management of the crypto-asset service provider in which that holding subsists;

(37)

‘ retail_holder’ means any natural person who is acting for purposes which are outside that person’s trade, business, craft or profession;

(38)

‘ 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 access to their crypto-assets and to give clients access to crypto-asset services;

(39)

‘ client’ means any natural or legal person to whom a crypto-asset service provider provides crypto-asset services;

(40)

‘ matched_principal_trading’ means matched_principal_trading as defined in Article 4(1), point (38), of Directive 2014/65/EU;

(41)

‘ payment_services’ means payment_services as defined in Article 4, point (3), of Directive (EU) 2015/2366;

(42)

‘ payment_service_provider’ means a payment_service_provider as defined in Article 4, point (11), of Directive (EU) 2015/2366;

(43)

‘ electronic_money_institution’ means an electronic_money_institution as defined in Article 2, point (1), of Directive 2009/110/EC;

(44)

‘ electronic_money’ means electronic_money as defined in Article 2, point (2), of Directive 2009/110/EC;

(45)

‘ personal_data’ means personal_data as defined in Article 4, point (1), of Regulation (EU) 2016/679;

(46)

‘ payment_institution’ means a payment_institution as defined in Article 4, point (4), of Directive (EU) 2015/2366;

(47)

‘ UCITS_management_company’ means a management company as defined in Article 2(1), point (b), of Directive 2009/65/EC of the European Parliament and of the Council (33);

(48)

‘ alternative_investment_fund_manager’ means an AIFM as defined in Article 4(1), point (b), of Directive 2011/61/EU of the European Parliament and of the Council (34);

(49)

‘ financial_instrument’ means financial_instruments as defined in Article 4(1), point (15), of Directive 2014/65/EU;

(50)

‘ deposit’ means a deposit as defined in Article 2(1), point (3), of Directive 2014/49/EU;

(51)

‘structured deposit’ means a structured deposit as defined in Article 4(1), point (43), of Directive 2014/65/EU.

2.   The Commission shall adopt delegated acts in accordance with Article 139 to supplement this Regulation by further specifying technical elements of the definitions laid down in paragraph 1 of this Article, and to adjust those definitions to market developments and technological developments.

TITLE II

CRYPTO-ASSETS OTHER THAN ASSET-REFERENCED TOKENS OR E-MONEY TOKENS

Article 4

Offers to the public of crypto-assets other than asset-referenced_tokens or e-money tokens

1.   A person shall not make an offer_to_the_public of a crypto-asset other than an asset-referenced_token or e-money token in the Union unless that person:

(a)

is a legal person;

(b)

has drawn up a crypto-asset white paper in respect of that crypto-asset in accordance with Article 6;

(c)

has notified the crypto-asset white paper in accordance with Article 8;

(d)

has published the crypto-asset white paper in accordance with Article 9;

(e)

has drafted the marketing communications, if any, in respect of that crypto-asset in accordance with Article 7;

(f)

has published the marketing communications, if any, in respect of that crypto-asset in accordance with Article 9;

(g)

complies with the requirements for offerors laid down in Article 14.

2.   Paragraph 1, points (b), (c), (d) and (f), shall not apply to any of the following offers to the public of crypto-assets other than asset-referenced_tokens or e-money tokens:

(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 a crypto-asset in the Union does not exceed EUR 1 000 000, or the equivalent amount in another official_currency or in crypto-assets;

(c)

an offer of a crypto-asset addressed solely to qualified_investors where the crypto-asset can only be held by such qualified_investors.

3.   This Title shall not apply to offers to the public of crypto-assets other than asset-referenced_tokens or e-money tokens where any of the following apply:

(a)

the crypto-asset is offered for free;

(b)

the crypto-asset is automatically created as a reward for the maintenance of the distributed_ledger or the validation of transactions;

(c)

the offer concerns a utility_token providing access to a good or service that exists or is in operation;

(d)

the holder of the crypto-asset has the right to use it only in exchange for goods and services in a limited network of merchants with contractual arrangements with the offeror.

For the purposes of point (a) of the first subparagraph, a crypto-asset shall not be considered to be offered for free where purchasers are required to provide, or to undertake to provide, personal_data to the offeror in exchange for that crypto-asset, or where the offeror of a crypto-asset receives from prospective holders of that crypto-asset any fees, commissions, or monetary or non-monetary benefits in exchange for that crypto-asset.

Where, for each 12-month period starting from the beginning of the initial offer_to_the_public, the total consideration of an offer_to_the_public of a crypto-asset in the circumstances referred to in the first subparagraph, point (d), in the Union exceeds EUR 1 000 000, the offeror shall send a notification to the competent_authority containing a description of the offer and explaining why the offer is exempt from this Title pursuant to the first subparagraph, point (d).

Based on the notification referred to in the third subparagraph, the competent_authority shall take a duly justified decision where it considers that the activity does not qualify for an exemption as a limited network under the first subparagraph, point (d), and shall inform the offeror accordingly.

4.   The exemptions listed in paragraphs 2 and 3 shall not apply where the offeror, or another person acting on the offeror’s behalf, makes known in any communication its intention to seek admission to trading of a crypto-asset other than an asset-referenced_token or e-money token.

5.   Authorisation as a crypto-asset service provider pursuant to Article 59 is not required for providing custody and administration of crypto-assets on behalf of clients or for providing transfer services for crypto-assets in relation to crypto-assets whose offers to the public are exempt pursuant to paragraph 3 of this Article, unless:

(a)

there exists another offer_to_the_public of the same crypto-asset and that offer does not benefit from the exemption; or

(b)

the crypto-asset offered is admitted to a trading platform.

6.   Where the offer_to_the_public of the crypto-asset other than an asset-referenced_token or e-money token concerns a utility_token providing access to goods and services that do not yet exist or are not yet in operation, the duration of the offer_to_the_public as described in the crypto-asset white paper shall not exceed 12 months from the date of publication of the crypto-asset white paper.

7.   Any subsequent offer_to_the_public of the crypto-asset other than an asset-referenced_token or e-money token shall be deemed a separate offer_to_the_public to which the requirements of paragraph 1 apply, without prejudice to the possible application of paragraph 2 or 3 to the subsequent offer_to_the_public.

No additional crypto-asset white paper shall be required for any subsequent offer_to_the_public of the crypto-asset other than an asset-referenced_token or e-money token so long as a crypto-asset white paper has been published in accordance with Articles 9 and 12, and the person responsible for drawing up such white paper consents to its use in writing.

8.   Where an offer_to_the_public of a crypto-asset other than an asset-referenced_token or e-money token is exempt from the obligation to publish a crypto-asset white paper under paragraph 2 or 3, but a white paper is nevertheless drawn up voluntarily, this Title shall apply.

Article 10

Result of the offer_to_the_public and safeguarding arrangements

1.   Offerors of crypto-assets other than asset-referenced_tokens or e-money tokens that set a time limit on their offer_to_the_public of those crypto-assets shall publish on their website the result of the offer_to_the_public within 20 working days of the end of the subscription period.

2.   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 units of the crypto-assets in circulation.

3.   Offerors of crypto-assets other than asset-referenced_tokens or e-money tokens that set a time limit on their offer_to_the_public of crypto-assets shall have effective arrangements in place to monitor and safeguard the funds or other crypto-assets raised during the offer_to_the_public. For that purpose, those offerors shall ensure that the funds or crypto-assets collected during the offer_to_the_public are kept in custody by one or both of the following:

(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 on behalf of clients.

4.   When the offer_to_the_public has no time limit, the offeror shall comply with paragraph 3 of this Article until the right of withdrawal of the retail_holder pursuant to Article 13 has expired.

Article 37

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)

the reserve assets are not encumbered nor pledged as a financial collateral arrangement as defined in Article 2(1), point (a), of Directive 2002/47/EC of the European Parliament and of the Council (39);

(b)

the reserve assets are held in custody in accordance with paragraph 6 of this Article;

(c)

the issuers of asset-referenced_tokens have prompt access to the reserve assets to meet any requests for redemption from the holders of asset-referenced_tokens;

(d)

concentrations of the custodians of reserve assets are avoided;

(e)

risk of concentration of reserve assets is avoided.

2.   Issuers of asset-referenced_tokens that issue two or more asset-referenced_tokens in the Union shall have a custody policy in place for each pool of reserve_of_assets. Different issuers of asset-referenced_tokens that have issued the same asset-referenced_token shall operate and maintain a single custody policy.

3.   The reserve assets shall be held in custody by no later than five working days after the date of issuance of the asset-referenced_token by one or more of the following:

(a)

a crypto-asset service provider providing custody and administration of crypto-assets on behalf of clients, where the reserve assets take the form of crypto-assets;

(b)

a credit_institution, for all types of reserve assets;

(c)

an investment_firm that provides the ancillary service of safekeeping and administration of financial_instruments for the account of clients as referred to in Section B, point (1), of Annex I to Directive 2014/65/EU, where the reserve assets take the form of financial_instruments.

4.   Issuers of asset-referenced_tokens shall exercise all due skill, care and diligence in the selection, appointment and review of crypto-asset service providers, credit_institutions and investment_firms appointed as custodians of the reserve assets as referred to in paragraph 3. The custodian shall be a legal person different from the issuer.

Issuers of asset-referenced_tokens shall ensure that the crypto-asset service providers, credit_institutions and investment_firms appointed as custodians of the reserve assets as referred to in paragraph 3 have the necessary 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 crypto-asset service providers, credit_institutions and investment_firms. The contractual arrangements between the issuers of asset-referenced_tokens and the custodians shall ensure that the reserve assets held in custody are protected against claims of the custodians’ creditors.

5.   The custody policies and procedures referred to in paragraph 1 shall set out the selection criteria for the appointment of crypto-asset service providers, credit_institutions or investment_firms as custodians of the reserve assets and the procedure for reviewing such appointment.

Issuers of asset-referenced_tokens shall review the appointment of crypto-asset service providers, credit_institutions or investment_firms as custodians of the reserve assets on a regular basis. For the purpose of that review, issuers of asset-referenced_tokens shall evaluate their exposures to such custodians, taking into account the full scope of their relationship with them, and monitor the financial conditions of such custodians on an ongoing basis.

6.   Custodians of the reserve assets as referred to in paragraph 4 shall ensure that the custody of those reserve assets is carried out 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 and all financial_instruments that can be physically delivered to such credit_institutions or investment_firms;

(c)

for crypto-assets that can be held in custody, the crypto-asset service providers shall hold in custody 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 the asset-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 purposes of point (a) of the first subparagraph, credit_institutions shall ensure that funds are registered in the credit_institutions’ books on a segregated account in accordance with the provisions of national law transposing Article 16 of Commission Directive 2006/73/EC (40). That account shall be opened in the name of the issuer of the asset-referenced_tokens for the purposes of managing the reserve assets of each asset-referenced_token, so that the funds held in custody can be clearly identified as belonging to each reserve_of_assets.

For the purposes of point (b) of the first subparagraph, credit_institutions and investment_firms shall ensure that all financial_instruments that can be registered in a financial_instruments account opened in the credit_institutions’ books and investment_firms’ books are registered in the credit_institutions’ and investment_firms’ books on segregated accounts in accordance with the provisions of national law transposing Article 16 of Directive 2006/73/EC. The financial_instruments account shall be opened in the name of the issuers of the asset-referenced_tokens for the purposes 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) of the first subparagraph, crypto-asset service providers shall open a register of positions in the name of the issuers of the asset-referenced_tokens for the purposes of managing the reserve assets of each asset-referenced_token, so that the crypto-assets held in custody can be clearly identified as belonging to each reserve_of_assets.

For the purposes of point (d) of the first subparagraph, the assessment whether issuers of asset-referenced_tokens own the reserve assets shall be based on information or documents provided by the issuers of the asset-referenced_tokens and, where available, on external evidence.

7.   The appointment of crypto-asset service providers, credit_institutions or investment_firms as custodians of the reserve assets as referred to in paragraph 4 of this Article shall be evidenced by a contractual arrangement as referred to in Article 34(5), second subparagraph. Those contractual arrangements shall, amongst others, regulate the flow of information necessary to enable the issuers of the asset-referenced_tokens and the crypto-asset service providers, credit_institutions and investment_firms to perform their functions as custodians.

8.   The crypto-asset service providers, credit_institutions and investment_firms appointed as custodians in accordance with paragraph 4 shall act honestly, fairly, professionally, independently and in the interest of the issuers of the asset-referenced_tokens and the holders of such tokens.

9.   The crypto-asset service providers, credit_institutions and investment_firms appointed as custodians in accordance with paragraph 4 shall not carry out activities with regard to the issuers of the asset-referenced_tokens that might create conflicts of interest between those issuers, the holders of the asset-referenced_tokens and themselves unless all of the following conditions are met:

(a)

the crypto-asset service providers, credit_institutions or investment_firms have functionally and hierarchically separated the performance of their custody tasks from their potentially conflicting tasks;

(b)

the potential conflicts of interest have been properly identified, monitored, managed and disclosed by the issuers of the asset-referenced_tokens to the holders of the asset-referenced_tokens, in accordance with Article 32.

10.   In the case of a loss of a financial_instrument or a crypto-asset held in custody pursuant to paragraph 6, the crypto-asset service provider, credit_institution or investment_firm that lost that financial_instrument or crypto-asset shall compensate, or make restitution, to the issuer of the asset-referenced_token with a financial_instrument or a crypto-asset of an identical type or the corresponding value without undue delay. The crypto-asset service provider, credit_institution or investment_firm concerned shall not be liable for compensation or restitution where it can prove that the loss has occurred as a result of an external event beyond its reasonable control, the consequences of which were unavoidable despite all reasonable efforts to the contrary.

Article 45

Specific additional obligations for issuers of significant asset-referenced_tokens

1.   Issuers of significant asset-referenced_tokens shall adopt, implement and maintain a remuneration policy that promotes the sound and effective risk management of such issuers and that does not create incentives to relax risk standards.

2.   Issuers of significant asset-referenced_tokens shall ensure that such tokens can be held in custody by different crypto-asset service providers authorised for providing custody and administration of crypto-assets on behalf of clients, including by crypto-asset service providers that do not belong to the same group, as defined in Article 2, point (11), of Directive 2013/34/EU, on a fair, reasonable and non-discriminatory basis.

3.   Issuers of significant asset-referenced_tokens shall assess and monitor the liquidity needs to meet requests for redemption of asset-referenced_tokens by their holders. For that purpose, issuers of significant asset-referenced_tokens shall establish, maintain and implement a liquidity management policy and procedures. That policy and those procedures shall ensure that the reserve assets have a resilient liquidity profile that enables issuers of significant asset-referenced_tokens to continue operating normally, including under scenarios of liquidity stress.

4.   Issuers of significant asset-referenced_tokens shall, on a regular basis, conduct liquidity stress testing. Depending on the outcome of such tests, EBA may decide to strengthen the liquidity requirements referred to in paragraph 7, first subparagraph, point (b), of this Article and in Article 36(6).

Where issuers of significant asset-referenced_tokens offer two or more asset-referenced_tokens or provide crypto-asset services, those stress tests shall cover all of those activities in a comprehensive and holistic manner.

5.   The percentage referred to in Article 35(1), first subparagraph, point (b), shall be set at 3 % of the average amount of the reserve assets for issuers of significant asset-referenced_tokens.

6.   Where several issuers offer the same significant asset-referenced_token, paragraphs 1 to 5 shall apply to each issuer.

Where an issuer offers two or more asset-referenced_tokens in the Union and at least one of those asset-referenced_tokens is classified as significant, paragraphs 1 to 5 shall apply to that issuer.

7.   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;

(b)

the minimum contents of the liquidity management policy and procedures as set out in paragraph 3, and liquidity requirements, including by specifying the minimum amount of deposits in each official_currency referenced, which cannot be lower than 60 % of the amount referenced in each official_currency;

(c)

the procedure and timeframe for an issuer of a significant asset-referenced_token to adjust the amount of its own funds as required by paragraph 5.

In the case of credit_institutions, EBA shall calibrate the technical standards taking into consideration any possible interactions between the regulatory requirements established by this Regulation and the regulatory requirements established by other Union legislative acts.

EBA shall submit the draft regulatory technical standards referred to in the first subparagraph to the Commission by 30 June 2024.

Power is delegated to the Commission to supplement this Regulation by adopting the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010.

8.   EBA, in close cooperation with ESMA and the ECB, shall issue guidelines in accordance with Article 16 of Regulation (EU) No 1093/2010 with a view to establishing the common reference parameters of the stress test scenarios to be included in the stress tests referred to in paragraph 4 of this Article. Those guidelines shall be updated periodically taking into account the latest market developments.

CHAPTER 6

Recovery and redemption plans

Article 60

Provision of crypto-asset services by certain financial entities

1.   A credit_institution may provide crypto-asset services if it notifies the information referred to in paragraph 7 to the competent_authority of its home_Member_State at least 40 working days before providing those services for the first time.

2.   A central securities depository authorised under Regulation (EU) No 909/2014 of the European Parliament and of the Council (45) shall only provide custody and administration of crypto-assets on behalf of clients if it notifies the information referred to in paragraph 7 of this Article to the competent_authority of the home_Member_State, at least 40 working days before providing that service for the first time.

For the purposes of the first subparagraph of this paragraph, providing custody and administration of crypto-assets on behalf of clients is deemed equivalent to providing, maintaining or operating securities accounts in relation to the settlement service referred to in Section B, point (3), of the Annex to Regulation (EU) No 909/2014.

3.   An investment_firm may provide crypto-asset services in the Union 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 of the information referred to in paragraph 7 of this Article at least 40 working days before providing those services for the first time.

For the purposes of this paragraph:

(a)

providing custody and administration of crypto-assets on behalf of clients is deemed equivalent to the ancillary service referred to in Section B, point (1), of Annex I to Directive 2014/65/EU;

(b)

the operation of a trading platform for crypto-assets is deemed equivalent to the operation of a multilateral trading facility and operation of an organised trading facility referred to in Section A, points (8) and (9), respectively, of Annex I to Directive 2014/65/EU;

(c)

the exchange of crypto-assets for funds and other crypto-assets is deemed equivalent to dealing on own account referred to in Section A, point (3), of Annex I to Directive 2014/65/EU;

(d)

the execution of orders for crypto-assets on behalf of clients is deemed equivalent to the execution of orders on behalf of clients referred to in Section A, point (2), of Annex I to Directive 2014/65/EU;

(e)

the placing of crypto-assets is deemed equivalent to the underwriting or placing of financial_instruments on a firm commitment basis and placing of financial_instruments without a firm commitment basis referred to in Section A, points (6) and (7), respectively, of Annex I to Directive 2014/65/EU;

(f)

the reception and transmission of orders for crypto-assets on behalf of clients is deemed equivalent to the reception and transmission of orders in relation to one or more financial_instruments referred to in Section A, point (1), of Annex I to Directive 2014/65/EU;

(g)

providing advice on crypto-assets is deemed equivalent to investment advice referred to in Section A, point (5), of Annex I to Directive 2014/65/EU;

(h)

providing portfolio management on crypto-assets is deemed equivalent to portfolio management referred to in Section A, point (4), of Annex I to Directive 2014/65/EU.

4.   An electronic_money_institution authorised under Directive 2009/110/EC shall only provide custody and administration of crypto-assets on behalf of clients and transfer services for crypto-assets on behalf of clients with regard to the e-money tokens it issues if it notifies the competent_authority of the home_Member_State of the information referred to in paragraph 7 of this Article at least 40 working days before providing those services for the first time.

5.   A UCITS_management_company or an alternative_investment_fund_manager may provide crypto-asset services equivalent to the management of portfolios of investment and non-core services for which it is authorised under Directive 2009/65/EC or Directive 2011/61/EU if it notifies the competent_authority of the home_Member_State of the information referred to in paragraph 7 of this Article at least 40 working days before providing those services for the first time.

For the purposes of this paragraph:

(a)

the reception and transmission of orders for crypto-assets on behalf of clients is deemed equivalent to the reception and transmission of orders in relation to financial_instruments referred in Article 6(4), point (b)(iii), of Directive 2011/61/EU;

(b)

providing advice on crypto-assets is deemed equivalent to investment advice referred to in Article 6(4), point (b)(i), of Directive 2011/61/EU and in Article 6(3), point (b)(i), of Directive 2009/65/EC;

(c)

providing portfolio management on crypto-assets is deemed equivalent to the services referred to in Article 6(4), point (a), of Directive 2011/61/EU and in Article 6(3), point (a), of Directive 2009/65/EC.

6.   A market operator authorised under Directive 2014/65/EU may operate a trading platform for crypto-assets if it notifies the competent_authority of the home_Member_State of the information referred to in paragraph 7 of this Article at least 40 working days before providing those services for the first time.

7.   For the purposes of paragraphs 1 to 6, the following information shall be notified:

(a)

a programme of operations setting out the types of crypto-asset services that the applicant crypto-asset service provider intends to provide, including where and how those services are to be marketed;

(b)

a description of:

(i)

the internal control mechanisms, policies and procedures to ensure compliance with the provisions of national law transposing Directive (EU) 2015/849;

(ii)

the risk assessment framework for the management of money laundering and terrorist financing risks; and

(iii)

the business continuity plan;

(c)

the technical documentation of the ICT systems and security arrangements, and a description thereof in non-technical language;

(d)

a description of the procedure for the segregation of clients’ crypto-assets and funds;

(e)

a description of the custody and administration policy, where it is intended to provide custody and administration of crypto-assets on behalf of clients;

(f)

a description of the operating rules of the trading platform and of the procedures and system to detect market abuse, where it is intended to operate a trading platform for crypto-assets;

(g)

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 to exchange for funds or other crypto-assets, where it is intended to exchange crypto-assets for funds or other crypto-assets;

(h)

a description of the execution policy, where it is intended to execute orders for crypto-assets on behalf of clients;

(i)

evidence that the natural persons giving advice on behalf of the applicant crypto-asset service provider or managing portfolios on behalf of the applicant crypto-asset service provider have the necessary knowledge and expertise to fulfil their obligations, where it is intended to provide advice on crypto-assets or provide portfolio management on crypto-assets;

(j)

whether the crypto-asset service relates to asset-referenced_tokens, e-money tokens or other crypto-assets;

(k)

information on the manner in which such transfer services will be provided, where it is intended to provide transfer services for crypto-assets on behalf of clients.

8.   A competent_authority receiving a notification as referred to in paragraphs 1 to 6 shall, within 20 working days of receipt of such notification, assess whether all required information has been provided. Where the competent_authority concludes that a notification is not complete, it shall immediately inform the notifying entity thereof and set a deadline by which that entity is required to provide the missing information.

The deadline for providing any missing information shall not exceed 20 working days from the date of the request. Until the expiry of that deadline, each period as set out in paragraphs 1 to 6 shall be suspended. Any further requests by the competent_authority for completion or clarification of the information shall be at its discretion but shall not result in a suspension of any period set out in paragraphs 1 to 6.

The crypto-asset service provider shall not begin providing the crypto-asset services as long as the notification is incomplete.

9.   The entities referred to in paragraphs 1 to 6 shall not be required to submit any information referred to in paragraph 7 that was previously submitted by them to the competent_authority where such information would be identical. When submitting the information referred to in paragraph 7, the entities referred to in paragraphs 1 to 6 shall expressly state that any information that was submitted previously is still up-to-date.

10.   Where the entities referred to in paragraphs 1 to 6 of this Article provide crypto-asset services, they shall not be subject to Articles 62, 63, 64, 67, 83 and 84.

11.   The right to provide crypto-asset services referred to in paragraphs 1 to 6 of this Article shall be revoked upon the withdrawal of the relevant authorisation that enabled the respective entity to provide the crypto-asset services without being required to obtain an authorisation pursuant to Article 59.

12.   Competent authorities shall communicate to ESMA the information specified in Article 109(5), after verifying the completeness of the information referred to in paragraph 7.

ESMA shall make such information available in the register referred to in Article 109 by the starting date of the intended provision of crypto-asset services.

13.   ESMA, in close cooperation with EBA, shall develop draft regulatory technical standards to further specify the information referred to in paragraph 7.

ESMA shall submit the draft regulatory technical standards referred to in the first subparagraph to the Commission by 30 June 2024.

Power is delegated to the Commission to supplement this Regulation by adopting the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

14.   ESMA, in close cooperation with EBA, shall develop draft implementing technical standards to establish standard forms, templates and procedures for the notification pursuant to paragraph 7.

ESMA shall submit the draft implementing technical standards referred to in the first subparagraph to the Commission by 30 June 2024.

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 75

Providing custody and administration of crypto-assets on behalf of clients

1.   Crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients shall conclude an agreement with their clients to specify their duties and their responsibilities. Such an agreement shall include at least the following:

(a)

the identity of the parties to the agreement;

(b)

the nature of the crypto-asset service provided and a description of that service;

(c)

the custody policy;

(d)

the means of communication between the crypto-asset service provider and the client, including the client’s authentication system;

(e)

a description of the security systems used by the crypto-asset service provider;

(f)

the fees, costs and charges applied by the crypto-asset service provider;

(g)

the applicable law.

2.   Crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients shall keep a register of positions, opened in the name of 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 cases, their internal procedures shall ensure that any movement affecting the registration of the crypto-assets is evidenced by a transaction regularly registered in the client’s register of positions.

3.   Crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients shall establish a custody policy with internal rules and procedures to ensure the safekeeping or the control of such crypto-assets, or the means of access to the crypto-assets.

The custody policy referred to in the first subparagraph shall minimise the risk of a loss of clients’ crypto-assets or the rights related to those crypto-assets or the means of access to the crypto-assets due to fraud, cyber threats or negligence.

A summary of the custody policy shall be made available to clients at their request in an electronic format.

4.   Where applicable, crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients shall facilitate the exercise of the rights attached to the crypto-assets. Any event likely to create or modify the rights of a client shall immediately be recorded in the client’s register of positions.

Where there are changes to the underlying distributed_ledger_technology or any other event likely to create or modify a 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 the occurrence of that change or event, except when a valid agreement signed with the crypto-asset service provider providing custody and administration of crypto-assets on behalf of clients pursuant to paragraph 1 prior to that change or event expressly provides otherwise.

5.   Crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients shall provide their clients, at least once every three months and at the request of the client concerned, with a statement of position of the crypto-assets recorded in the name of those clients. That statement of position shall be made in an electronic format. The statement of position shall identify the crypto-assets concerned, their balance, their value and the transfer of crypto-assets made during the period concerned.

Crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients 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 providing custody and administration of crypto-assets on behalf of clients shall ensure that necessary procedures are in place to 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 providing custody and administration of crypto-assets on behalf of clients 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 is clearly identified as such. They shall ensure that, on the distributed_ledger, their clients’ crypto-assets are held separately from their own crypto-assets.

The crypto-assets held in custody shall be legally segregated from the crypto-asset service provider’s estate in the interest of the clients of the crypto-asset service provider in accordance with applicable law, so that creditors of the crypto-asset service provider have no recourse to crypto-assets held in custody by the crypto-asset service provider, in particular in the event of insolvency.

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

8.   Crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients shall be liable to their clients for the loss of any crypto-assets or of the means of access to the crypto-assets as a result of an incident that is attributable to them. The liability of the crypto-asset service provider shall be capped at the market value of the crypto-asset that was lost, at the time the loss occurred.

Incidents not attributable to the crypto-asset service provider include any event in respect of which the crypto-asset service provider demonstrates that it occurred independently of the provision of the relevant service, or independently of the operations of the crypto-asset service provider, such as a problem inherent in the operation of the distributed_ledger that the crypto-asset service provider does not control.

9.   If crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients make use of other crypto-asset service providers of that service, they shall only make use of crypto-asset service providers authorised in accordance with Article 59.

Crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients and that make use of other crypto-asset service providers of that service shall inform their clients thereof.

Article 119

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 pursuant to Article 43, 44, 56 or 57, as applicable, EBA shall establish, manage and chair a consultative supervisory college for each issuer of a significant asset-referenced_token or of a significant e-money token, to facilitate the exercise of supervisory tasks and act as a vehicle for the coordination of supervisory activities under this Regulation.

2.   A college referred to in paragraph 1 shall consist of:

(a)

EBA;

(b)

ESMA;

(c)

the competent authorities of the home_Member_State where the issuer of the significant asset-referenced_token or of the significant e-money token is established;

(d)

the competent authorities of the most relevant crypto-asset service providers, credit_institutions or investment_firms ensuring the custody of the reserve assets in accordance with Article 37 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 for crypto-assets where the significant asset-referenced_tokens or the significant e-money tokens are admitted to trading;

(f)

the competent authorities of the most relevant payment_service_providers providing payment_services in relation to the significant e-money tokens;

(g)

where applicable, the competent authorities of the entities ensuring the functions as referred to in Article 34(5), first subparagraph, point (h);

(h)

where applicable, the competent authorities of the most relevant crypto-asset service providers providing custody and administration of crypto-assets on behalf of clients in relation to the significant asset-referenced_tokens or with the significant e-money tokens;

(i)

the ECB;

(j)

where the issuer of the significant asset-referenced_token is established in a Member State whose official_currency is not the euro, or where an official_currency that is not the euro is referenced by the significant asset-referenced_token, the central bank of that Member State;

(k)

where the issuer of the significant e-money token is established in a Member State whose official_currency is not the euro, or where an official_currency that is not the euro is referenced by the significant e-money token, the central bank of that Member State;

(l)

competent authorities of Member States where the asset-referenced_token or the e-money token is used at large scale, at their request;

(m)

relevant supervisory authorities of third countries with which EBA has concluded administrative agreements in accordance with Article 126.

3.   EBA may invite other authorities to be members of the college referred to in paragraph 1 where the entities they supervise are relevant to the work of the college.

4.   The competent_authority of a Member State which is not a member of the college may request from the college any information relevant for the performance of its supervisory duties under this Regulation.

5.   A college referred to in paragraph 1 of this Article shall, without prejudice to the responsibilities of competent authorities under this Regulation, ensure:

(a)

the preparation of the non-binding opinion referred to in Article 120;

(b)

the exchange of information in accordance with this Regulation;

(c)

agreement on the voluntary entrustment of tasks among its members.

In order to facilitate the performance of the tasks assigned to colleges pursuant to the first subparagraph of this paragraph, the members of the college referred to in paragraph 2 shall be entitled to contribute to the setting of the agenda of the college meetings, in particular by adding points to the agenda of a meeting.

6.   The establishment and functioning of the college referred to in paragraph 1 shall be based on a written agreement between all of its members.

The agreement referred to in the first subparagraph shall determine the practical arrangements for the functioning of the college, including detailed rules on:

(a)

voting procedures as referred in Article 120(3);

(b)

the procedures for setting the agenda of college meetings;

(c)

the frequency of the college meetings;

(d)

the appropriate minimum timeframes for the assessment of the relevant documentation by the members of the college;

(e)

the modalities of communication between the members of the college;

(f)

the creation of several colleges, one for each specific crypto-asset or group of crypto-assets.

The agreement may also determine tasks to be entrusted to EBA or another member of the college.

7.   As chair of each 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 the members of the college fully informed in advance 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 the members of the college informed, in a timely manner, of the decisions and outcomes of those meetings.

8.   In order to ensure the consistent and coherent functioning of colleges, EBA, in cooperation with ESMA and the ECB, shall develop draft regulatory standards specifying:

(a)

the conditions under which the entities referred to in paragraph 2, points (d), (e), (f) and (h), are to be considered the most relevant;

(b)

the conditions under which it is considered that asset-referenced_tokens or e-money tokens are used at large scale, as referred to in paragraph 2, point (l); and

(c)

the details of the practical arrangements referred to in paragraph 6.

EBA shall submit the draft regulatory standards referred to in the first subparagraph to the Commission by 30 June 2024.

Power is delegated to the Commission to supplement this Regulation by adopting the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Article 10 to 14 of Regulation (EU) No 1093/2010.

Article 122

Request for information

1.   In order to carry out its supervisory responsibilities under Article 117, EBA may by simple request or by decision require the following persons to provide all information necessary to enable EBA to carry out its duties under this Regulation:

(a)

an issuer of a significant asset-referenced_token or a person controlling or being directly or indirectly controlled by an issuer of a significant asset-referenced_token;

(b)

a third party as referred to in Article 34(5), first subparagraph, point (h), with which an issuer of a significant asset-referenced_token has a contractual arrangement;

(c)

a crypto-asset service provider, credit_institution or investment_firm ensuring the custody of the reserve assets in accordance with Article 37;

(d)

an issuer of a significant e-money token or a person controlling or being directly or indirectly controlled by an issuer of a significant e-money token;

(e)

a payment_service_provider that provides payment_services in relation to significant e-money tokens;

(f)

a natural or legal person in charge of distributing significant e-money tokens on behalf of an issuer of significant e-money tokens;

(g)

a crypto-asset service provider providing custody and administration of crypto-assets on behalf of clients in relation to significant asset-referenced_tokens or significant e-money tokens;

(h)

an operator of a trading platform for crypto-assets that has admitted to trading a significant asset-referenced_token or a significant e-money token;

(i)

the management_body of the persons referred to in points (a) to (h).

2.   A simple request 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;

(e)

inform the person from whom the information is requested that it is not obliged to provide the information but that, in the case of a voluntary reply to the request, the information provided is required to be correct and not misleading; and

(f)

indicate the fine provided for in Article 131, where the answers to questions asked are incorrect or misleading.

3.   When requiring the provision of information by decision pursuant to paragraph 1, 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 132 where the production of information is required;

(f)

indicate the fine provided for in Article 131, where the answers to questions asked are incorrect or misleading;

(g)

indicate the right to appeal the decision before EBA’s Board of Appeal and to have the decision reviewed by the 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, shall provide the information requested.

5.   EBA shall without delay send a copy of the simple request or of its decision to the competent_authority of the Member State where the persons concerned by the request for information are domiciled or established.

Article 125

Exchange of information

1.   In order to carry out EBA’s supervisory responsibilities under Article 117 and without prejudice to Article 96, EBA and the competent authorities shall provide each other with the information required for the purposes of carrying out their duties under this Regulation without undue delay. For that purpose, the competent authorities and EBA shall exchange any information related to:

(a)

an issuer of a significant asset-referenced_token or a person controlling or being directly or indirectly controlled by an issuer of a significant asset-referenced_token;

(b)

a third party as referred to in Article 34(5), first subparagraph, point (h), with which an issuer of a significant asset-referenced_token has a contractual arrangement;

(c)

a crypto-asset service provider, credit_institution or investment_firm ensuring the custody of the reserve assets in accordance with Article 37;

(d)

an issuer of a significant e-money token or a person controlling or being directly or indirectly controlled by an issuer of a significant e-money token;

(e)

a payment_service_provider that provides payment_services in relation to significant e-money tokens;

(f)

a natural or legal person in charge of distributing significant e-money tokens on behalf of the issuer of significant e-money tokens;

(g)

a crypto-asset service provider providing custody and administration of crypto-assets on behalf of clients, in relation to significant asset-referenced_tokens or significant e-money tokens;

(h)

a trading platform for crypto-assets on which a significant asset-referenced_token or a significant e-money token has been admitted to trading;

(i)

the management_body of the persons referred to in points (a) to (h).

2.   A competent_authority may refuse to act on a request to exchange information as provided for in paragraph 1 of this Article or a request for cooperation in carrying out an investigation or an on-site inspection as provided for in Articles 123 and 124, respectively, only where:

(a)

complying with the request is likely to adversely affect its own investigation, enforcement activities or, where applicable, criminal investigation;

(b)

judicial proceedings have already been initiated in respect of the same actions and against the same natural or legal persons before the courts of the Member State addressed;

(c)

a final judgment has already been delivered in relation to such natural or legal person for the same actions in the Member State addressed.

Article 149

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 30 December 2024.

3.   By way of derogation from paragraph 2, Titles III and IV shall apply from 30 June 2024.

4.   By way of derogation from paragraphs 2 and 3 of this Article, Articles 2(5), 3(2), 6(11) and (12), Article 14(1), second subparagraph, Articles 17(8), 18(6) and (7), 19(10) and (11), 21(3), 22(6) and (7), 31(5), 32(5), 34(13), 35(6), 36(4), 38(5), 42(4), 43(11), 45(7) and (8), 46(6), 47(5), 51(10) and (15), 60(13) and (14), 61(3), 62(5) and (6), 63(11), 66(6), 68(10), 71(5), 72(5), 76(16), 81(15), 82(2), 84(4), 88(4), 92(2) and (3), 95(10) and (11), 96(3), 97(1), 103(8), 104(8), 105(7), 107(3) and (4), 109(8) and 119(8), 134(10), 137(3) and Article 139 shall apply from 29 June 2023.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Brussels, 31 May 2023.

For the European Parliament

The President

R. METSOLA

For the Council

The President

P. KULLGREN

(1)  OJ C 152, 29.4.2021, p. 1.

(2)  OJ C 155, 30.4.2021, p. 31.

(3)  Position of the European Parliament of 20 April 2023 (not yet published in the Official Journal) and decision of the Council of 16 May 2023.

(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).

(5)  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).

(6)  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).

(7)  Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes (OJ L 173, 12.6.2014, p. 149).

(8)  Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment_services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC (OJ L 337, 23.12.2015, p. 35).

(9)  Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012 (OJ L 347, 28.12.2017, p. 35).

(10)  Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic_money_institutions amending Directives 2005/60/EC and 2006/48/EC and repealing Directive 2000/46/EC (OJ L 267, 10.10.2009, p. 7).

(11)  Regulation (EU) No 1094/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Insurance and Occupational Pensions Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/79/EC (OJ L 331, 15.12.2010, p. 48).

(12)  Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit_institutions (OJ L 287, 29.10.2013, p. 63).

(13)  Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit_institutions and the prudential supervision of credit_institutions, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338).

(14)  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).

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

(16)  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).

(17)  Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit_institutions and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1).

(18)  Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit_institutions and investment_firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council (OJ L 173, 12.6.2014, p. 190).

(19)  Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit_institutions and certain investment_firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and amending Regulation (EU) No 1093/2010 (OJ L 225, 30.7.2014, p. 1).

(20)  Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC (OJ L 141, 5.6.2015, p. 73).

(21)  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 the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 173, 12.6.2014, p. 1).

(22)  OJ L 123, 12.5.2016, p. 1.

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

(24)  Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal_data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1).

(25)  Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection 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 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39).

(26)  OJ C 337, 23.8.2021, p. 4.

(27)  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).

(28)  Directive (EU) 2016/2341 of the European Parliament and of the Council of 14 December 2016 on the activities and supervision of institutions for occupational retirement provision (IORPs) (OJ L 354, 23.12.2016, p. 37).

(29)  Regulation (EU) 2019/1238 of the European Parliament and of the Council of 20 June 2019 on a pan-European Personal Pension Product (PEPP) (OJ L 198, 25.7.2019, p. 1).

(30)  Regulation (EC) No 883/2004 of the European Parliament and of the Council of 29 April 2004 on the coordination of social security systems (OJ L 166, 30.4.2004, p. 1).

(31)  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).

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

(33)  Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (OJ L 302, 17.11.2009, p. 32).

(34)  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).

(35)  Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes (OJ L 84, 26.3.1997, p. 22).

(36)  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, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).

(37)  Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014 and (EU) No 909/2014 and (EU) 2016/1011 (OJ L 333, 27.12.2022, p. 1).

(38)  Regulation (EU) 2017/1131 of the European Parliament and of the Council of 14 June 2017 on money market funds (OJ L 169, 30.6.2017, p. 8).

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

(40)  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).

(41)  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 11, 17.1.2015, p. 1).

(42)  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).

(43)  Regulation (EU) 2022/1925 of the European Parliament and of the Council of 14 September 2022 on contestable and fair markets in the digital sector and amending Directives (EU) 2019/1937 and (EU) 2020/1828 (Digital Markets Act) (OJ L 265, 12.10.2022, p. 1).

(44)  Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties and amending Regulations (EU) No 1095/2010, (EU) No 648/2012, (EU) No 600/2014, (EU) No 806/2014 and (EU) 2015/2365 and Directives 2002/47/EC, 2004/25/EC, 2007/36/EC, 2014/59/EU and (EU) 2017/1132 (OJ L 22, 22.1.2021, p. 1).

(45)  Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directive 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 (OJ L 257, 28.8.2014, p. 1).

(46)  Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on the prudential requirements of investment_firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (OJ L 314, 5.12.2019, p. 1).

(47)  Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the prudential supervision of investment_firms and amending Directives 2002/87/EC, 2009/65/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU and 2014/65/EU (OJ L 314, 5.12.2019, p. 64).

ANNEX I

DISCLOSURE ITEMS FOR THE CRYPTO-ASSET WHITE PAPER FOR CRYPTO-ASSETS OTHER THAN ASSET-REFERENCED TOKENS OR E-MONEY TOKENS

Part A: Information about the offeror or the person seeking admission to trading

1.

Name;

2.

Legal form;

3.

Registered address and head office, where different;

4.

Date of the registration;

5.

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

6.

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

7.

Where applicable, the name of the parent company;

8.

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

9.

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

10.

The financial condition of the offeror or person seeking admission to trading over the past three years or where the offeror or person seeking admission to trading has not been established for the past three years, its financial condition since the date of its registration.

The financial condition shall be assessed based on a fair review of the development and performance of the business of the offeror or person seeking admission to trading and of its position for each year and interim period for which historical financial information is required, including the causes of material changes.

The review shall be a balanced and comprehensive analysis of the development and performance of the business of the offeror or person seeking admission to trading and of its position, consistent with the size and complexity of the business.

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

1.

Name;

2.

Legal form;

3.

Registered address and head office, where different;

4.

Date of the registration;

5.

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

6.

Where applicable, the name of the parent company;

7.

Identity, business addresses and functions of persons that are members of the management_body of the issuer;

8.

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

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

1.

Name;

2.

Legal form;

3.

Registered address and head office, where different;

4.

Date of the registration;

5.

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

6.

Where applicable, the name of the parent company;

7.

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

8.

Identity, business addresses and functions of persons that are members of the management_body of the operator;

9.

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

Part D: Information about the crypto-asset project

1.

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

2.

A brief description of the crypto-asset project;

3.

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

4.

Where the crypto-asset project concerns utility_tokens, key features of the goods or services to be developed;

5.

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

6.

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

Part E: Information about the offer_to_the_public of crypto-assets or their admission to trading

1.

Indication as to whether the crypto-asset white paper concerns an offer_to_the_public of crypto-assets or their admission to trading;

2.

The reasons for the offer_to_the_public or for seeking admission to trading;

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

9.

For time-limited offers, the subscription period during which the offer_to_the_public is open;

10.

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

11.

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

12.

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

13.

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

14.

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

15.

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

16.

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

17.

Expenses related to the offer_to_the_public of crypto-assets;

18.

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

19.

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

Part F: Information about the crypto-assets

1.

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

2.

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

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

1.

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

2.

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

3.

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

4.

Where the offer_to_the_public of crypto-assets or their admission to trading concerns utility_tokens, information about the quality and quantity of goods or services to which the utility_tokens give access;

5.

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

6.

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

7.

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

8.

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

9.

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

10.

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

Part H: Information on the underlying technology

1.

Information on the technology used, including distributed_ledger_technology, protocols and technical standards used;

2.

The consensus_mechanism, where applicable;

3.

Incentive mechanisms to secure transactions and any fees applicable;

4.

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

5.

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

Part I: Information on the risks

1.

A description of the risks associated with the offer_to_the_public of crypto-assets or their admission to trading;

2.

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

3.

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

4.

A description of the risks associated with project implementation;

5.

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

ANNEX II

DISCLOSURE ITEMS FOR THE CRYPTO-ASSET WHITE PAPER FOR AN ASSET-REFERENCED TOKEN

Part A: Information about the issuer of the asset-referenced_token

1.

Name;

2.

Legal form;

3.

Registered address and head office, where different;

4.

Date of the registration;

5.

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

6.

Where applicable, the identity of the parent company;

7.

Identity, business addresses and functions of persons that are members of the management_body of the issuer;

8.

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

9.

The financial condition of the issuer over the past three years or, where the issuer has not been established for the past three years, its financial condition since the date of its registration.

The financial condition shall be assessed based on a fair review of the development and performance of the business of the issuer and of its position for each year and interim period for which historical financial information is required, including the causes of material changes.

The review shall be a balanced and comprehensive analysis of the development and performance of the issuer’s business and of its position, consistent with the size and complexity of the business.

10.

A detailed description of the issuer’s governance arrangements;

11.

Except for issuers of asset-referenced_tokens that are exempted from authorisation in accordance with Article 17, details about the authorisation as an issuer of an asset-referenced_token and name of the competent_authority which granted such authorisation.

For credit_institutions, the name of the competent_authority of the home_Member_State.

12.

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

Part B: Information about the asset-referenced_token

1.

Name and abbreviation or ticker handler of the asset-referenced_token;

2.

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

3.

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

4.

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

5.

Information about the plans for the asset-referenced_tokens, including the description of the past and future milestones and, where applicable, resources already allocated.

Part C: Information about the offer_to_the_public of the asset-referenced_token or its admission to trading

1.

Indication as to whether the crypto-asset white paper concerns an offer_to_the_public of the asset-referenced_token or its admission to trading;

2.

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

3.

Where applicable, the total number of units of the asset-referenced_token to be offered or admitted to trading;

4.

Indication of the prospective holders targeted by the offer_to_the_public of the asset-referenced_token or admission of such asset-referenced_token to trading, including any restriction as regards the type of holders for such asset-referenced_token;

5.

A specific notice that purchasers participating in the offer_to_the_public of the asset-referenced_token will be able to be reimbursed if the minimum target subscription goal is not reached at the end of the offer_to_the_public, including the expected timeline of when such re funds will be completed; the consequences of exceeding a maximum target subscription goal should be made explicit;

6.

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

7.

For time-limited offers, the subscription period during which the offer_to_the_public is open;

8.

Methods of payment to purchase and to redeem the asset-referenced_token offered;

9.

Information on the method and time schedule of transferring the purchased asset-referenced_token to the holders;

10.

Information about technical requirements that the purchaser is required to fulfil to hold the asset-referenced_token;

11.

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

12.

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

13.

Expenses related to the offer_to_the_public of the asset-referenced_token;

14.

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

15.

The law applicable to the offer_to_the_public of the asset-referenced_token, as well as the competent court.

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

1.

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

2.

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

3.

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

4.

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

5.

Where an admission to trading is not sought, information on how and where the asset-referenced_token can be purchased or sold after the offer_to_the_public;

6.

Any restrictions on the transferability of the asset-referenced_token that is being offered or admitted to trading;

7.

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

8.

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

9.

Information on the nature and enforceability of rights, including permanent rights of redemption and any claims that holders and any legal or natural person as referred to in Article 39(2), may have against the issuer, including information on how such rights will be treated in the case of insolvency procedures, information on whether different rights are allocated to different holders and the non-discriminatory reasons for such different treatment;

10.

A detailed description of the claim that the asset-referenced_token represents for holders, including:

(a)

the description of each referenced asset and specified proportions of each of those assets;

(b)

the relation between the value of the referenced assets and the amount of the claim and the reserve_of_assets; and

(c)

a description how a fair and transparent valuation of components of the claim is undertaken, which identifies, where relevant, independent parties;

11.

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

12.

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

13.

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

14.

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

15.

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

16.

Detailed information on how the asset-referenced_token is redeemed, including whether the holder will be able to choose the form of redemption, the form of transference or the official_currency of redemption;

17.

The law applicable to the asset-referenced_token, as well as the competent court.

Part E: Information on the underlying technology

1.

Information on the technology used, including distributed_ledger_technology, as well as protocols and technical standards used, allowing for the holding, storing and transfer of asset-referenced_tokens;

2.

The consensus_mechanism, where applicable;

3.

Incentive mechanisms to secure transactions and any fees applicable;

4.

Where the asset-referenced_tokens are issued, transferred and stored using distributed_ledger_technology that is operated by the issuer or a third-party acting on the issuer’s behalf, a detailed description of the functioning of such distributed_ledger_technology;

5.

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

Part F: Information on the risks

1.

The risks related to the reserve_of_assets, when the issuer is not able to fulfil its obligations;

2.

A description of the risks associated with the issuer of the asset-referenced_token;

3.

A description of the risks associated with the offer_to_the_public of the asset-referenced_token or its admission to trading;

4.

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

5.

A description of the risks associated with the operationalisation of the asset-referenced_token project;

6.

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

Part G: Information on the reserve_of_assets

1.

A detailed description of the mechanism aimed at aligning the value of the reserve_of_assets with the claim associated with the asset-referenced_token, including legal and technical aspects;

2.

A detailed description of the reserve_of_assets and their composition;

3.

A description of the mechanisms through which asset-referenced_tokens are issued and redeemed;

4.

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

5.

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

ANNEX III

DISCLOSURE ITEMS FOR THE CRYPTO-ASSET WHITE PAPER FOR AN E-MONEY TOKEN

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

1.

Name;

2.

Legal form;

3.

Registered address and head office, where different;

4.

Date of the registration;

5.

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

6.

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

7.

Where applicable, the identity of the parent company;

8.

Identity, business address and functions of persons that are members of the management_body of the issuer;

9.

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

10.

Potential conflicts of interest;

11.

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

12.

The issuer’s financial condition over the past three years or, where the issuer has not been established for the past three years, the issuer’s financial condition record since the date of its registration.

The financial condition shall be assessed based on a fair review of the development and performance of the business of the issuer and of its position for each year and interim period for which historical financial information is required, including the causes of material changes.

The review shall be a balanced and comprehensive analysis of the development and performance of the issuer’s business and of its position, consistent with the size and complexity of the business;

13.

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

Part B: Information about the e-money token

1.

Name and abbreviation;

2.

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

3.

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

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

1.

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

2.

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

3.

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

4.

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

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

1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

Part E: Information on the underlying technology

1.

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

2.

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

3.

The consensus_mechanism, where applicable;

4.

Incentive mechanisms to secure transactions and any fees applicable;

5.

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

6.

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

Part F: Information on the risks

1.

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

2.

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

3.

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

ANNEX IV

MINIMUM CAPITAL REQUIREMENTS FOR CRYPTO-ASSET SERVICE PROVIDERS

Crypto-asset service providers

Type of crypto-asset services

Minimum capital requirements under Article 67(1), point (a)

Class 1

Crypto-asset service provider authorised for the following crypto-asset services:

—

execution of orders on behalf of clients;

—

placing of crypto-assets;

—

providing transfer services for crypto-assets on behalf of clients;

—

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

—

providing advice on crypto-assets; and/or

—

providing portfolio management on crypto-assets.

EUR 50 000

Class 2

Crypto-asset service provider authorised for any crypto-asset services under class 1 and:

—

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

—

exchange of crypto-assets for funds; and/or

—

exchange of crypto-assets for other crypto-assets.

EUR 125 000

Class 3

Crypto-asset service provider authorised for any crypto-asset services under class 2 and:

—

operation of a trading platform for crypto-assets.

EUR 150 000

ANNEX V

LIST OF INFRINGEMENTS REFERRED TO IN TITLES III AND VI FOR ISSUERS OF SIGNIFICANT ASSET-REFERENCED TOKENS

1.

 The issuer infringes Article 22(1) by not reporting, for each significant asset-referenced_token with an issue value that is higher than EUR 100 000 000, on a quarterly basis to EBA the information referred to in the first subparagraph, points (a) to (d), of that paragraph.

2.

 The issuer infringes Article 23(1) by not stopping issuing a significant asset-referenced_token upon reaching the thresholds provided for in that paragraph or by not submitting a plan to EBA within 40 working days of reaching those thresholds to ensure that the estimated quarterly average number and average aggregate value of the transactions per day are kept below those thresholds.

3.

 The issuer infringes Article 23(4) by not complying with the modifications of the plan referred to in paragraph 1, point (b), of that Article as required by EBA.

4.

 The issuer infringes Article 25 by not notifying EBA of any intended change of its business model likely to have a significant influence on the purchase decision of any holders or prospective holders of significant asset-referenced_tokens, or by not describing such a change in a crypto-asset white paper.

5.

 The issuer infringes Article 25 by not complying with a measure requested by EBA in accordance with Article 25(4).

6.

 The issuer infringes Article 27(1) by not acting honestly, fairly and professionally.

7.

 The issuer infringes Article 27(1) by not communicating with holders and prospective holders of the significant asset-referenced_token in a fair, clear and not misleading manner.

8.

 The issuer infringes Article 27(2) by not acting in the best interests of the holders of the significant asset-referenced_token, or by giving preferential treatment to specific holders which is not disclosed in the issuer’s crypto-asset white paper or, where applicable, the marketing communications.

9.

 The issuer infringes Article 28 by not publishing on its website the approved crypto-asset white paper as referred to in Article 21(1) and, where applicable, the modified crypto-asset white paper as referred to in Article 25.

10.

 The issuer infringes Article 28 by not making the crypto-asset white paper publicly accessible by the starting date of the offer_to_the_public of the significant asset-referenced_token or the admission to trading of that token.

11.

 The issuer infringes Article 28 by not ensuring that the crypto-asset white paper, and, where applicable, the modified crypto-asset white paper, remains available on its website for as long as the significant asset-referenced_token is held by the public.

12.

 The issuer infringes Article 29(1) and (2) by publishing marketing communications relating to an offer_to_the_public of a significant asset-referenced_token, or to the admission to trading of such significant asset-referenced_token, which do not comply with the requirements set out in paragraph 1, points (a) to (d), and paragraph 2 of that Article.

13.

 The issuer infringes Article 29(3) by not publishing marketing communications and any modifications thereto on its website.

14.

 The issuer infringes Article 29(5) by not notifying marketing communications to EBA upon request.

15.

 The issuer infringes Article 29(6) by disseminating marketing communications prior to the publication of the crypto-asset white paper.

16.

 The issuer infringes Article 30(1) by not disclosing in a clear, accurate and transparent manner in a publicly and easily accessible place on its website the amount of the significant asset-referenced_token in circulation and the value and composition of the reserve_of_assets referred to in Article 36, or by not updating the required information at least monthly.

17.

 The issuer infringes Article 30(2) by not publishing as soon as possible in a publicly and easily accessible place on its 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_of_assets referred to in Article 36.

18.

 The issuer infringes Article 30(3) by not disclosing in a publicly and easily accessible place on its website 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_token or on the reserve_of_assets referred to in Article 36.

19.

 The issuer infringes Article 31(1) by not establishing and maintaining effective and transparent procedures for the prompt, fair and consistent handling of complaints received from holders of the significant asset-referenced_token and other interested parties, including consumer associations that represent holders of the significant asset-referenced_token, and by not publishing descriptions of those procedures, or, where the significant asset-referenced_token is distributed, totally or partially, by third-party entities, by not establishing procedures to also facilitate the handling of complaints between holders and third-party entities as referred to in Article 34(5), first subparagraph, point (h).

20.

 The issuer infringes Article 31(2) by not enabling the holders of the significant asset-referenced_token to file complaints free of charge.

21.

 The issuer infringes Article 31(3) by not developing and making available to the holders of the significant asset-referenced_token a template for filing complaints and by not keeping a record of all complaints received and any measures taken in response to those complaints.

22.

 The issuer infringes Article 31(4), by not investigating all complaints in a timely and fair manner or by not communicating the outcome of such investigations to the holders of its significant asset-referenced_token within a reasonable period.

23.

 The issuer infringes Article 32(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 or members, itself and any shareholder or member, whether direct or indirect, that has a qualifying_holding in it, itself and the members of its management_body, itself and its employees, itself and the holders of the significant asset-referenced_token or itself and any third party providing one of the functions as referred in Article 34(5), first subparagraph, point (h).

24.

 The issuer infringes Article 32(2) by not taking all appropriate steps to identify, prevent, manage and disclose conflicts of interest arising from the management and investment of the reserve_of_assets referred to in Article 36.

25.

 The issuer infringes Article 32(3) and (4), by not disclosing, in a prominent place on its website, to the holders of the significant asset-referenced_token the general nature and sources of conflicts of interest and the steps taken to mitigate those risks, or by not being sufficiently precise in the disclosure to enable the prospective holders of the significant asset-referenced_token to take an informed purchasing decision about such token.

26.

 The issuer infringes Article 33 by not immediately notifying EBA of any changes to its management_body or by not providing EBA with all necessary information to assess compliance with Article 34(2).

27.

 The issuer infringes Article 34(1) by not having robust governance arrangements, including a clear 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 sound administrative and accounting procedures.

28.

 The issuer infringes Article 34(2) by having members of its management_body who are not of sufficiently good repute or do not possess the appropriate knowledge, skills and experience, both individually and collectively, to perform their duties or do not demonstrate that they are capable of committing sufficient time to effectively perform their duties.

29.

 The issuer infringes Article 34(3) by not having its management_body assess or periodically review the effectiveness of the policy arrangements and procedures put in place to comply with Chapters 2, 3, 5 and 6 of Title III or by not taking appropriate measures to address any deficiencies in that respect.

30.

 The issuer infringes Article 34(4) by having shareholders or members, whether direct or indirect, with qualifying_holdings who are not of sufficiently good repute.

31.

 The issuer infringes Article 34(5) by not adopting policies and procedures that are sufficiently effective to ensure compliance with this Regulation, in particular by not establishing, maintaining and implementing any of the policies and procedures referred to in the first subparagraph, points (a) to (k), of that paragraph.

32.

 The issuer infringes Article 34(5) by not entering into contractual arrangements with third-party entities as referred to in the first subparagraph, point (h), of that paragraph that set out the roles, responsibilities, rights and obligations both of the issuer and of the third-party entity concerned, or by not providing for an unambiguous choice of applicable law.

33.

 The issuer infringes Article 34(6), unless it has initiated a plan as referred to in Article 47, by not employing appropriate and proportionate systems, resources or procedures to ensure the continued and regular performance of its services and activities, and by not maintaining all of its systems and security access protocols in conformity with the appropriate Union standards.

34.

 The issuer infringes Article 34(7) by not submitting a plan for discontinuation of providing services and activities to EBA, for approval of such discontinuation.

35.

 The issuer infringes Article 34(8) by not identifying sources of operational risks and by not minimising those risks through the development of appropriate systems, controls and procedures.

36.

 The issuer infringes Article 34(9) by not establishing a business continuity policy and plans to ensure, in the case of an interruption of its ICT systems and procedures, the preservation of essential data and functions and the maintenance of its activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of its activities.

37.

 The issuer infringes Article 34(10) by not having in place internal control mechanisms and effective procedures for risk management, including effective control and safeguard arrangements for managing ICT systems as required by Regulation (EU) 2022/2554.

38.

 The issuer infringes Article 34(11) by not having in place systems and procedures that are adequate to safeguard the availability, authenticity, integrity and confidentiality of data as required by Regulation (EU) 2022/2554 and in line with Regulation (EU) 2016/679.

39.

 The issuer infringes Article 34(12) by not ensuring that the issuer is regularly audited by independent auditors.

40.

 The issuer infringes Article 35(1) by not having, at all times, own funds equal to amounts of at least the highest of that set in point (a) or (c) of that paragraph or in Article 45(5).

41.

 The issuer infringes Article 35(2) of this Regulation 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 Article 46(4) and Article 48 of that Regulation.

42.

 The issuer infringes Article 35(3) by not complying with the requirement of EBA to hold a higher amount of own funds, following the assessment made in accordance with points (a) to (g) of that paragraph.

43.

 The issuer infringes Article 35(5) by not conducting, on a regular basis, stress testing that takes into account severe but plausible financial stress scenarios, such as interest rate shocks and non-financial stress scenarios such as operational risk.

44.

 The issuer infringes Article 35(5) by not complying with the requirement of EBA to hold a higher amount of own funds based on the outcome of the stress testing.

45.

 The issuer infringes Article 36(1) by not constituting and, at all times, maintaining a reserve_of_assets.

46.

 The issuer infringes Article 36(1) by not ensuring that the reserve_of_assets is composed and managed in such a way that the risks associated to the assets referenced by the significant asset-referenced_token are covered.

47.

 The issuer infringes Article 36(1) by not ensuring that the reserve_of_assets is composed and managed in such a way that the liquidity risks associated to the permanent rights of redemption of the holders are addressed.

48.

 The issuer infringes Article 36(3) by not ensuring that the reserve_of_assets is operationally segregated from the issuer’s estate, and from the reserve_of_assets of other asset-referenced_tokens.

49.

 The issuer infringes Article 36(6) where its management_body does not ensure effective and prudent management of the reserve_of_assets.

50.

 The issuer infringes Article 36(6) by not ensuring that the issuance and redemption of the significant asset-referenced_token is always matched by a corresponding increase or decrease in the reserve_of_assets.

51.

 The issuer infringes Article 36(7) by not determining the aggregate value of the reserve_of_assets using market prices, and by not having its aggregate value always at least equal to the aggregate value of the claims against the issuer from holders of the significant asset-referenced_token in circulation.

52.

 The issuer infringes Article 36(8), by not having a clear and detailed policy describing the stabilisation mechanism of the significant asset-referenced_token that meets the conditions set out in points (a) to (g) of that paragraph.

53.

 The issuer infringes Article 36(9) by not mandating an independent audit of the reserve_of_assets every six months, as of the date of its authorisation or as of the date of approval of the crypto-asset white paper pursuant to Article 17.

54.

 The issuer infringes Article 36(10) by not notifying to EBA the result of the audit in accordance with that paragraph or by not publishing the result of the audit within two weeks of the date of notification to EBA.

55.

 The issuer infringes Article 37(1) by not establishing, maintaining or implementing custody policies, procedures and contractual arrangements that ensure at all times that the conditions listed in the first subparagraph, points (a) to (e), of that paragraph are met.

56.

 The issuer infringes Article 37(2) by not having, when issuing two or more significant asset-referenced_tokens, a custody policy in place for each pool of reserve_of_assets.

57.

 The issuer infringes Article 37(3) by not ensuring that the reserve assets are held in custody by a crypto-asset service provider providing custody and administration of crypto-assets on behalf of clients, a credit_institution or an investment_firm by no later than five working days after the date of issuance of the significant asset-referenced_token.

58.

 The issuer infringes Article 37(4) by not exercising all due skill, care and diligence in the selection, appointment and review of crypto-asset service providers, credit_institutions and investment_firms appointed as custodians of the reserve assets, or by not ensuring that the custodian is a legal person different from the issuer.

59.

 The issuer infringes Article 37(4) by not ensuring that the crypto-asset service providers, credit_institutions and investment_firms appointed as custodians of the reserve assets have the necessary expertise and market reputation to act as custodians of such reserve assets.

60.

 The issuer infringes Article 37(4) by not ensuring in the contractual arrangements with the custodians that the reserve assets held in custody are protected against claims of the custodians’ creditors.

61.

 The issuer infringes Article 37(5) by not setting out in the custody policies and procedures the selection criteria for the appointment of crypto-asset service providers, credit_institutions or investment_firms as custodians of the reserve assets or by not setting out the procedure for reviewing such appointment.

62.

 The issuer infringes Article 37(5) by not reviewing the appointment of crypto-asset service providers, credit_institutions or investment_firms as custodians of the reserve assets on a regular basis, by not evaluating its exposures to such custodians or by not monitoring the financial conditions of such custodians on an ongoing basis.

63.

 The issuer infringes Article 37(6) by not ensuring that custody of the reserve assets is carried out in accordance with the first subparagraph, points (a) to (d), of that paragraph.

64.

 The issuer infringes Article 37(7) by not having the appointment of a crypto-asset service provider, credit_institution or investment_firm as custodian of the reserve assets evidenced by a contractual arrangement, or by not regulating, by means of such a contractual arrangement, the flow of information necessary to enable the issuer of the significant asset-referenced_token, the crypto-asset service provider, the credit_institution and the investment_firm to perform their functions as custodians.

65.

 The issuer infringes Article 38(1) by investing the reserve_of_assets in any products that are not highly liquid financial_instruments with minimal market risk, credit risk and concentration risks or where such investments cannot be liquidated rapidly with minimal adverse price effect.

66.

 The issuer infringes Article 38(3) by not holding in custody in accordance with Article 37 the financial_instruments in which the reserve_of_assets is invested.

67.

 The issuer infringes Article 38(4) by not bearing all profits and losses and any counterparty or operational risks that result from the investment of the reserve_of_assets.

68.

 The issuer infringes Article 39(1), by not establishing, maintaining and implementing clear and detailed policies and procedures in respect of permanent rights of redemption of holders of the significant asset-referenced_token.

69.

 The issuer infringes Article 39(1) and (2) by not ensuring that holders of the significant asset-referenced_token have permanent rights of redemption in accordance with those paragraphs, and by not establishing a policy on such permanent rights of redemption that meets the conditions listed in Article 39(2), first subparagraph, points (a) to (e).

70.

 The issuer infringes Article 39(3) by applying fees in the event of the redemption of the significant asset-referenced_token.

71.

 The issuer infringes Article 40 by granting interest in relation to the significant asset-referenced_token.

72.

 The issuer infringes Article 45(1) by not adopting, implementing and maintaining a remuneration policy that promotes the sound and effective risk management of issuers of significant asset-referenced_tokens and that does not create incentives to relax risk standards.

73.

 The issuer infringes Article 45(2) by not ensuring that its significant asset-referenced_token can be held in custody by different crypto-asset service providers authorised for providing custody and administration of crypto-assets on behalf of clients, on a fair, reasonable and non-discriminatory basis.

74.

 The issuer infringes Article 45(3) by not assessing or monitoring the liquidity needs to meet requests for redemption of the significant asset-referenced_token by its holders.

75.

 The issuer infringes Article 45(3) by not establishing, maintaining or implementing a liquidity management policy and procedures or by not ensuring, with those policy and procedures, that the reserve assets have a resilient liquidity profile that enables the issuer of the significant asset-referenced_token to continue operating normally, including under scenarios of liquidity stress.

76.

 The issuer infringes Article 45(4) by not conducting, on a regular basis, liquidity stress testing or by not strengthening the liquidity requirements where requested by EBA based on the outcome of such tests.

77.

 The issuer infringes Article 46(1) by not drawing up and maintaining a recovery plan providing for measures to be taken by the issuer of the significant asset-referenced_token to restore compliance with the requirements applicable to the reserve_of_assets in cases where the issuer fails to comply with those requirements, including the preservation of its services related to the significant asset-referenced_token, the timely recovery of operations and the fulfilment of the issuer’s obligations in the case of events that pose a significant risk of disrupting operations.

78.

 The issuer infringes Article 46(1) by not drawing up and maintaining a recovery plan that includes appropriate conditions and procedures to ensure the timely implementation of recovery actions as well as a wide range of recovery options, as listed in the third subparagraph of that paragraph.

79.

 The issuer infringes Article 46(2) by not notifying the recovery plan to EBA and, where applicable, to its resolution and prudential supervisory authorities, within six months of the date of authorisation pursuant to Article 21 or of the date of approval of the crypto-asset white paper pursuant to Article 17.

80.

 The issuer infringes Article 46(2) by not regularly reviewing or updating the recovery plan.

81.

 The issuer infringes Article 47(1) by not drawing up and maintaining an operational plan to support the orderly redemption of each significant asset-referenced_token.

82.

 The issuer infringes Article 47(2) by not having a redemption plan that demonstrates the ability of the issuer of the significant asset-referenced_token to carry out the redemption of the outstanding significant asset-referenced_token issued without causing undue economic harm to its holders or to the stability of the markets of the reserve assets.

83.

 The issuer infringes Article 47(2) by not having a redemption plan that includes contractual arrangements, procedures or systems, including the designation of a temporary administrator, to ensure the equitable treatment of all holders of the significant asset-referenced_token and to ensure that holders of the significant asset-referenced_token are paid in a timely manner with the proceeds from the sale of the remaining reserve assets.

84.

 The issuer infringes Article 47(2) by not having a redemption plan that ensures the continuity of any critical activities that are necessary for the orderly redemption and that are performed by the issuer or by any third-party entity.

85.

 The issuer infringes Article 47(3) by not notifying the redemption plan to EBA within six months of the date of authorisation pursuant to Article 21 or of the date of approval of the crypto-asset white paper pursuant to Article 17.

86.

 The issuer infringes Article 47(3) by not regularly reviewing or updating the redemption plan.

87.

 The issuer infringes Article 88(1), except where the conditions of Article 88(2) are met, by not informing the public as soon as possible of inside information as referred to in Article 87, that directly concerns that issuer, in a manner that enables fast access and complete, correct and timely assessment of the information by the public.

ANNEX VI

LIST OF INFRINGEMENTS OF PROVISIONS REFERRED TO IN TITLE IV IN CONJUNCTION WITH TITLE III FOR ISSUERS OF SIGNIFICANT E-MONEY TOKENS

1.

 The issuer infringes Article 22(1) by not reporting, for each significant e-money token denominated in a currency that is not an official_currency of a Member State with an issue value that is higher than EUR 100 000 000, on a quarterly basis to EBA, the information referred to in the first subparagraph, points (a) to (d), of that paragraph.

2.

 The issuer infringes Article 23(1) by not stopping issuing a significant e-money token denominated in a currency that is not an official_currency of a Member State upon reaching the thresholds provided for in that paragraph or by not submitting a plan to EBA within 40 working days of reaching those thresholds to ensure that the estimated quarterly average number and average aggregate value of the transactions per day are kept below those thresholds.

3.

 The issuer infringes Article 23(4) by not complying with the modifications of the plan referred to in paragraph 1, point (b), of that Article as required by EBA.

4.

 The issuer infringes Article 35(2) of this Regulation 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 Article 46(4) and Article 48 of that Regulation.

5.

 The issuer infringes Article 35(3) by not complying with the requirement of EBA to hold a higher amount of own funds, following the assessment made in accordance with points (a) to (g) of that paragraph.

6.

 The issuer infringes Article 35(5) by not conducting, on a regular basis, stress testing that takes into account severe but plausible financial stress scenarios, such as interest rate shocks, and non-financial stress scenarios, such as operational risk.

7.

 The issuer infringes Article 35(5) by not complying with the requirement of EBA to hold a higher amount of own funds based on the outcome of the stress testing.

8.

 The issuer infringes Article 36(1) by not constituting and, at all times, maintaining a reserve_of_assets.

9.

 The issuer infringes Article 36(1) by not ensuring that the reserve_of_assets is composed and managed in such a way that the risks associated to the official_currency referenced by the significant e-money token are covered.

10.

 The issuer infringes Article 36(1) by not ensuring that the reserve_of_assets is composed and managed in such a way that the liquidity risks associated to the permanent rights of redemption of the holders are addressed.

11.

 The issuer infringes Article 36(3) by not ensuring that the reserve_of_assets is operationally segregated from the issuer’s estate, and from the reserve_of_assets of other e-money tokens.

12.

 The issuer infringes Article 36(6) where its management_body does not ensure effective and prudent management of the reserve_of_assets.

13.

 The issuer infringes Article 36(6) by not ensuring that the issuance and redemption of the significant e-money token is always matched by a corresponding increase or decrease in the reserve_of_assets.

14.

 The issuer infringes Article 36(7) by not determining the aggregate value of the reserve_of_assets by using market prices, and by not having its aggregate value always at least equal to the aggregate value of the claims against the issuer from the holders of the significant e-money token in circulation.

15.

 The issuer infringes Article 36(8) by not having a clear and detailed policy describing the stabilisation mechanism of the significant e-money token that meets the conditions set out in points (a) to (g) of that paragraph.

16.

 The issuer infringes Article 36(9) by not mandating an independent audit of the reserve_of_assets every six months after the date of the offer_to_the_public or admission to trading.

17.

 The issuer infringes Article 36(10) by not notifying to EBA the result of the audit in accordance with that paragraph or by not publishing the result of the audit within two weeks of the date of notification to EBA.

18.

 The issuer infringes Article 37(1) by not establishing, maintaining or implementing custody policies, procedures and contractual arrangements that ensure at all times that the conditions listed in the first subparagraph, points (a) to (e), of that paragraph are met.

19.

 The issuer infringes Article 37(2) by not having, when issuing two or more significant e-money tokens, a custody policy in place for each pool of reserve_of_assets.

20.

 The issuer infringes Article 37(3) by not ensuring that the reserve assets are held in custody by a crypto-asset service provider providing custody and administration of crypto-assets on behalf of clients, a credit_institution or an investment_firm by no later than five working days after the date of issuance of the significant e-money token.

21.

 The issuer infringes Article 37(4) by not exercising all due skill, care and diligence in the selection, appointment and review of crypto-asset service providers, credit_institutions and investment_firms appointed as custodians of the reserve assets or by not ensuring that the custodian is a legal person different from the issuer.

22.

 The issuer infringes Article 37(4) by not ensuring that the crypto-asset service providers, credit_institutions and investment_firms appointed as custodians of the reserve assets have the necessary expertise and market reputation to act as custodians of such reserve assets.

23.

 The issuer infringes Article 37(4) by not ensuring in the contractual arrangements with the custodians that the reserve assets held in custody are protected against claims of the custodians’ creditors.

24.

 The issuer infringes Article 37(5) by not setting out in the custody policies and procedures the selection criteria for the appointment of crypto-asset service providers, credit_institutions or investment_firms as custodians of the reserve assets or by not setting out the procedure for reviewing such appointment.

25.

 The issuer infringes Article 37(5) by not reviewing the appointment of crypto-asset service providers, credit_institutions or investment_firms as custodians of the reserve assets on a regular basis, and by not evaluating its exposures to such custodians, or by not monitoring the financial conditions of such custodians on an ongoing basis.

26.

 The issuer infringes Article 37(6) by not ensuring that the custody of the reserve assets is carried out in accordance with the first subparagraph, points (a) to (d), of that paragraph.

27.

 The issuer infringes Article 37(7) by not having the appointment of a crypto-asset service provider, credit_institution or investment_firm as custodian of the reserve assets evidenced by a contractual arrangement, or by not regulating, by means of such a contractual arrangement, the flow of information necessary to enable the issuer of the significant e-money token, the crypto-asset service provider, the credit_institutions and the investment_firm to perform their functions as custodians.

28.

 The issuer infringes Article 38(1) by investing the reserve_of_assets in any products that are not highly liquid financial_instruments with minimal market risk, credit risk and concentration risks or where such investments cannot be liquidated rapidly with minimal adverse price effect.

29.

 The issuer infringes Article 38(3) by not holding in custody in accordance with Article 37 the financial_instruments in which the reserve_of_assets is invested.

30.

 The issuer infringes Article 38(4) by not bearing all profits and losses and any counterparty or operational risks that result from the investment of the reserve_of_assets.

31.

 The issuer infringes Article 45(1) by not adopting, implementing and maintaining a remuneration policy that promotes the sound and effective risk management of issuers of significant e-money tokens and that does not create incentives to relax risk standards.

32.

 The issuer infringes Article 45(2) by not ensuring that its significant e-money token can be held in custody by different crypto-asset service providers authorised for providing custody and administration of crypto-assets on behalf of clients on a fair, reasonable and non-discriminatory basis.

33.

 The issuer infringes Article 45(3) by not assessing or monitoring the liquidity needs to meet requests for redemption of the significant e-money token by its holders.

34.

 The issuer infringes Article 45(3) by not establishing, maintaining or implementing a liquidity management policy and procedures or by not ensuring, with those policy and procedures, that the reserve assets have a resilient liquidity profile that enables the issuer of the significant e-money token to continue operating normally, including under liquidity stressed scenarios.

35.

 The issuer infringes Article 45(4) by not conducting, on a regular basis, liquidity stress testing or by not strengthening the liquidity requirements where requested by EBA based on the outcome of such tests.

36.

 The issuer infringes Article 45(5) by not complying, at all times, with the own funds requirement.

37.

 The issuer infringes Article 46(1) by not drawing up and maintaining a recovery plan providing for measures to be taken by the issuer of significant e-money tokens to restore compliance with the requirements applicable to the reserve_of_assets in cases where the issuer fails to comply with those requirements, including the preservation of its services related to the significant e-money token, the timely recovery of operations and the fulfilment of the issuer’s obligations in the case of events that pose a significant risk of disrupting operations.

38.

 The issuer infringes Article 46(1) by not drawing up and maintaining a recovery plan that includes appropriate conditions and procedures to ensure the timely implementation of recovery actions as well as a wide range of recovery options, as listed in the third subparagraph, points (a), (b) and (c), of that paragraph.

39.

 The issuer infringes Article 46(2) by not notifying the recovery plan to EBA and, where applicable, to its resolution and prudential supervisory authorities, within six months of the date of the offer_to_the_public or admission to trading.

40.

 The issuer infringes Article 46(2) by not regularly reviewing or updating the recovery plan.

41.

 The issuer infringes Article 47(1) by not drawing up and maintaining an operational plan that supports the orderly redemption of each significant e-money token.

42.

 The issuer infringes Article 47(2) by not having a redemption plan that demonstrates the ability of the issuer of the significant e-money token to carry out the redemption of the outstanding significant e-money token issued without causing undue economic harm to its holders or to the stability of the markets of the reserve assets.

43.

 The issuer infringes Article 47(2) by not having a redemption plan that includes contractual arrangements, procedures or systems, including the designation of a temporary administrator, to ensure the equitable treatment of all holders of the significant e-money token and to ensure that holders of the significant e-money token are paid in a timely manner with the proceeds from the sale of the remaining reserve assets.

44.

 The issuer infringes Article 47(2) by not having a redemption plan that ensures the continuity of any critical activities that are necessary for the orderly redemption and that are performed by the issuer or by any third-party entities.

45.

 The issuer infringes Article 47(3) by not notifying the redemption plan to EBA within six months of the date of the offer_to_the_public or admission to trading.

46.

 The issuer infringes Article 47(3) by not regularly reviewing or updating the redemption plan.

whereas
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