Authorisation of issuers of other crypto-assets

Crypto-asset – a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology (DLT) or similar technology.

Issuer of other crypto-assets – an issuer that issues a type of crypto-asset other than asset-referenced tokens or e-money tokens.

Offerors and persons seeking the admission to trading of crypto-assets other than asset-referenced tokens (ARTs) or e-money tokens (EMTs) must present certain documents to the Bank of Lithuania before the start of these activities.

The requirements for offerors and persons seeking the admission to trading of crypto-assets other than ARTs or EMTs are set out in Regulation (EU) 2023/1114 (MiCAR), Title II. A summary of the corresponding requirements and exemptions is presented in the table below

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Requirements for offerors and persons seeking the admission to trading of crypto-assets other than ARTs or EMTs

A legal person shall not make an offer to the public or seek the admission to trading of a crypto-asset other than an ART or EMT in the Union unless that person:

• has drawn up a crypto-asset white paper in accordance with Article 6;
• has notified the crypto-asset white paper in accordance with Article 8 and has provided to the competent authority with:
  • an explanation of why the crypto-asset described in the crypto-asset white paper should not be considered to be:
    • a crypto-asset excluded from the scope of MiCAR pursuant to Article 2(4);
    • an EMT; or
    • an ART.
  • a list of the host Member States, if any, where they intend to offer their crypto-assets to the public or intend to seek admission to trading and the starting date of the intended offer to the public or intended admission to trading and of any change to that date.
• has published a crypto-asset white paper in accordance with Article 9;
• has drafted marketing communications, if any, in accordance with Article 7;
• has published marketing communications, if any, in accordance with Article 9;
• complies with the requirements laid down in Article 14.

The crypto-asset white paper shall be drawn up in an official language of the home Member State, or in a language customary in the sphere of international finance. Where the crypto-asset is also offered in a Member State other than the home Member State, the crypto-asset white paper shall also be drawn up in an official language of the host Member State, or in a language customary in the sphere of international finance.

All information listed in their crypto-asset white paper shall be fair, clear and not misleading. The crypto-asset white paper shall not contain material omissions and shall be presented in a concise and comprehensible form. Offerors, persons seeking admission to trading or operators of a trading platform for crypto-assets other than ARTs or EMTs shall modify their published crypto-asset white papers and, where applicable, their published marketing communications, whenever there is a significant new factor, material mistake or material inaccuracy that is capable of affecting the assessment of the crypto-assets. The white paper shall comply with all the requirements set in Article 6 and Article 12 of MiCAR.

If the marketing communications are drafted, then the information in the marketing communications shall be fair, clear and not misleading. The marketing communications shall comply with the requirements set out in Article 7 of MiCAR.

Additionally, offerors and persons seeking the admission to trading of crypto-assets other than ARTs or EMTs shall (Article 14 of MiCAR):

• act honestly, fairly and professionally;
• communicate with holders and prospective holders of the crypto-assets in a fair, clear and not misleading manner;
• identify, prevent, manage and disclose any conflicts of interest that might arise;
• maintain all of their systems and security access protocols in conformity with the appropriate Union standards;
• act in the best interests of the holders of such crypto-assets and treat them equally.

Offerors and persons seeking the admission to trading of crypto-assets other than ARTs or EMTs must publish a crypto-asset white paper and marketing communications (if any) on their website before the starting date of the offer to the public of those crypto-assets or the admission to trading of those crypto-assets. The crypto-asset white papers and, where applicable, the marketing communications shall remain available on the website of the offerors or persons seeking admission to trading for as long as the crypto-assets are held by the public.

Review of submitted documents

A person shall not make an offer to the public or seek the admission to trading of a crypto-asset other than an ART or EMT in the Union unless that person has notified a crypto-asset white paper and marketing communications (if any) to the competent authority and has published the crypto-asset white paper and marketing communications (if any) in accordance with Articles 8 and 9 (and Annex I) of MiCAR.

The competent authorities shall not require the prior approval of crypto-asset white papers, nor of any marketing communications (if any) relating thereto, before their respective publication; however, all information listed in the crypto-asset white paper and in the marketing communications (if any) must be fair, clear and not misleading, and the crypto-asset white paper must not contain material omissions and must be presented in a concise and comprehensible form.

Crypto-asset white papers and marketing communications submitted to the Bank of Lithuania are reviewed by specialists from the relevant divisions of the Bank of Lithuania within the time limits set out in Article 8 of MiCAR. Regular communications with the issuer of a crypto-asset other than an ART or EMT might take place throughout the crypto-asset white paper and marketing communications review period.

Time limits laid down in MiCAR

1. Offerors, persons seeking admission to trading, or operators of trading platforms for crypto-assets other than ARTs or EMTs shall notify their crypto-asset white paper, marketing communications (if any) and other required documents to the competent authority at least 20 working days before the date of publication of the crypto-asset white paper.
   Competent authorities shall not require the prior approval of crypto-asset white papers, nor of any marketing communications (if any) relating thereto, before their respective publication; however, all information listed in the crypto-asset white paper and in the marketing communications (if any) must be fair, clear and not misleading, and the crypto-asset white paper must not contain material omissions and must be presented in a concise and comprehensible form.
2. Offerors and persons seeking the admission to trading of crypto-assets other than ARTs or EMTs shall publish their crypto-asset white papers and, where applicable, their marketing communications on their website, which shall be publicly accessible, at a reasonable time in advance of, and in any event before the starting date of, the offer to the public of those crypto-assets or the admission to trading of those crypto-assets

Legislation governing the activities and licensing of issuers of crypto-assets other than ARTs or EMTs

• Regulation (EU) 2023/1114 (MiCAR)
• Republic of Lithuania Law on Financial Institutions
• Republic of Lithuania Law on Companies
• Resolution No 58 of the Board of the Bank of Lithuania of 6 May 2004 on the approval of the General Regulations on the Submission and Examination of the Applications for Authorisations of the Financial Market Participants Supervised by the Bank of Lithuania and on the Granting of the Authorisations

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