Issuers of Asset-Referenced Tokens (ARTs)

Pursuant Article 3(1), points 6 and 10 of MiCAR (Regulation (EU) 2023/1114):

• An asset-referenced token (“ART”) 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;
• An issuer means a natural or legal person, or other undertaking, who issues crypto-assets.

Issuers of ARTs are subject to an authorisation regime involving notably transparency, prudential and organisational requirements and consequently will be subject to a supervisory regime by the CSSF.

MiCAR became applicable to issuers of ARTs as from 30 June 2024.

Pursuant Article 16(1) of MiCAR, a person shall not make an offer to the public, or seek the admission to trading, of an ART, within the Union, unless that person is the issuer of the ART and is:

• a legal person or other undertaking that is established in the Union and has been authorised in accordance with Article 21 of MiCAR by the competent authority of its home Member State; or
• a credit institution that complies with Article 17 of MiCAR.

Applicant issuers of ARTs may contact the CSSF by referring to the following contact points:

• Entities supervised by the CSSF are invited to contact their usual point of contact/réviseur.
• Entities not supervised by the CSSF may contact [email protected].

Before submitting an application file to the CSSF to be authorised for the issuance of an ART, entities are invited to:

• Refer to the relevant regulatory framework (i.e. RTS, ITS, Guidelines, CSSF circulars, etc.) available on EBA’s website and ESMA’s website or located in the documentary section at the bottom of this page in order to take note of the information that will be required during the application procedure;
• Read carefully the section ‘Important notes on the qualification of crypto-assets’ on the MiCAR webpage of the CSSF website.

The initial contact generally starts with a meeting at the CSSF aiming to present the applicant and its project.

In order to facilitate the discussions, the entity is invited to provide the CSSF with precise information on the business model that will be implemented in Luxembourg, including information regarding the ART to be offered to the public and/or admitted to trading. To that end, the CSSF requests to be provided with a detailed description of the:

• Business plan containing an exact description of the offer to the public of the ART or its admission to trading;

• Diagrams illustrating the role of the applicant in the issuance and distribution of the ART, detailing the arrangements regarding the custody, management and investment of the reserve of assets, including information on the types of custodians and accounts/wallets to be used;

• Specific explanations concerning the business partners involved in the applicant’s business model (e.g. intermediaries, third parties), including business partners to which clients will be referred for the provision of additional services, detailing their role and their contractual relations with the applicant;
• The draft legal opinion that the ART does not qualify as either a crypto-asset excluded from the scope of MiCAR pursuant to Article 2(4) of MiCAR or an e-money token.

Issuers of ARTs are furthermore encouraged to share with the CSSF a draft crypto-asset white paper as early as possible.

After this initial interaction, the CSSF will conduct a preliminary analysis of the essential elements of the project.

In case the applicant submits a formal application file for authorisation to the CSSF, it must include all the documents and information required by the relevant regulatory framework.

The application file for authorisation must be provided to the CSSF in electronic form via the MFT (Managed File Transfer) system of the CSSF, for which the required link will be provided to the applicant by the CSSF (upon request).

The CSSF then examines the application file for authorisation, and communicates with the applicant via email, letter, conference calls or face to face meetings as appropriate.

For credit institutions, the notification of the intention to issue an ART in accordance with Article 17, paragraph 1, point b, shall be submitted by letter in electronic form and signed by the authorised management of the entity.

After the authorisation has been granted and the procedure completed, the authorised issuance of ART is published on the national public register maintained by the CSSF and the electronic central register maintained by the ESMA.

The requirements for issuers of ARTs are set out in Title III of MiCAR.

RTS, ITS, Guidelines and FAQs published by the European supervisory authorities are available on EBA’s website and ESMA’s website.

The circulars and guidance published by the CSSF as well as forms, templates and other practical arrangements are available on the CSSF website in the documentary section at the bottom of this page or at the bottom of the MiCAR webpage (in connection to general MiCAR-related matters).

Offerors or persons seeking admission to trading are primarily responsible for the correct classification of crypto-assets and shall assess whether the token they issue falls into the scope of MiCAR. In this respect, issuers of ARTs are required in accordance with Article 17(1)(b)(ii) and 18(2)(e) to submit a legal opinion to the effect that the ARTs do not qualify as a crypto-asset excluded from MiCAR pursuant to Article 2(4) of MiCAR or an e-money token.

White papers prepared in accordance with MiCAR may benefit from a single European passport, which means that a white paper, once approved for the purpose of an offer to the public or an admission to trading, will be accepted throughout the European Economic Area.

Point 16 of the list of activities subject to mutual recognition in Annex I of Directive 2013/36/EU, as transposed by the amended Law of 5 April 1993 on the financial sector, has been updated following the entry into force of MiCAR to include issuing ARTs.