The Markets in Crypto Assets Regulation (MiCAR), which will take legal effect in the European Union as of June 30, 2024, stipulates that a whitepaper must be prepared in the event of a public offering of asset-referenced tokens or admission of such tokens to trading on a trading platform. In the first part of the series, we looked at the content requirements for a whitepaper in the case of an offering or admission of crypto assets other than asset-referenced tokens or e-money tokens. In this part, we address the whitepaper requirements for asset-referenced tokens. Such a token is understood to be a crypto-asset that is not an e-money and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies. In this context, issuers may in principle only be credit institutions or legal entities that have obtained a license under MiCAR.

Content Requirements for a MiCAR Whitepaper for Asset-Referenced Tokens

The content requirements for a whitepaper for asset-referenced tokens basically have many similarities with the content requirements for the whitepaper for crypto assets other than asset-referenced tokens or e-money tokens supplemented by specifics for asset-referenced tokens. First, the whitepaper must contain information about the issuer. This information includes, in particular, the most important company data (e.g., legal form, address, company ID) as well as precise information on the issuer’s financial performance over the last three years, provided the issuer has been in existence for as long as that. Since issuers generally require a license or must be a credit institution, information on the relevant supervisory authorities should be included. Next, information about the asset-referenced token must be included, such as the token’s characteristics and precise details about any natural or legal persons involved in the token’s operation. Specific information about the public offering of the asset-referenced token or the admission to trading must also be included. Such information may include the total number of tokens or time limits on the offering. In another section of the whitepaper, the rights and obligations associated with the asset-referenced token must be presented, as well as information about the technology underlying the tokens. In the section concerning the rights and obligations associated with the tokens, a detailed description of the holders’ claim against the issuer in respect of the assets associated with the tokens must be included in particular.

Separate Section on the Reserve of Asset to Be Included in MiCAR Whitepaper

The whitepaper for asset-referenced tokens must include a separate section on the reserve of assets. The reserve of assets is the basket of reserve assets used to secure the claim against the issuer. The purpose of the reserve is to ensure that the claims of the bearers of asset-referenced tokens do not turn out to be unenforceable and that the corresponding assets are in fact available. Accordingly, the issuer shall include information on the composition of the reserve of assets and a detailed description of the mechanism for matching the value of the reserve of assets with the claims related to the asset-referenced token, including legal and technical aspects, in the MiCAR whitepaper. The specific mechanisms for issuing and redeeming asset-referenced tokens must also be described in the whitepaper. If the issuer has invested a portion of the reserve of assets, then it must provide information about this and describe the investment policy for the reserve of assets.

Attorney Dr. Konrad Uhink



The lawyer responsible for providing advice on MiCAR whitepaper creation in our law firm is Attorney Dr. Konrad Uhink.