Agreements to Delegate MiCA's White Paper Obligations to Exchange Operators
The Markets in Crypto-Assets Regulation (MiCA) imposes stringent guidelines on persons seeking admission for the trading of crypto-assets. One of the main requirements is the preparation of a crypto-asset white paper. This document contains specific information providing potential purchasers and authorities with a comprehensive understanding of the respective crypto-asset. If a person wishes to seek admission to trading of a crypto-asset within the European Union, that person must draw up, notify to the competent authority and publish a white paper. In addition, certain marketing communications, if any, must also be drafted and published in accordance with MiCA’s provisions.
However, Article 5 (3) of MiCA allows persons seeking admission for the trading of crypto-assets other than asset-referenced tokens or e-money tokens to delegate all or part of the white paper requirements to the respective operator of a trading platform. Delegation must take place via a written agreement between the applicant and the operator, specifying which requirements the operator is required to comply with. The agreement must also state that the applicant is required to provide the operator with all necessary information to enable to operator to satisfy the requirements it agrees to take over.
Operators of trading platforms can be liable for providing in their white papers information that is not complete, fair or clear or that is misleading. In case of delegation pursuant to Article 5 (3), the applicant can also be liable for providing to the operator such incomplete, unfair, unclear or misleading information.
Delegation of the white paper requirements can offer benefits, particularly to small startups lacking the resources or expertise to draw up a MiCA-compliant crypto-asset white paper. Furthermore, it can help operators of trading platforms ensure that the crypto-assets listed on their platforms comply with MiCA's requirements in a timely manner, avoiding the possibility of having to de-list the non-compliant crypto-assets. However, operators must be mindful of the liability exposure such delegation agreements bring about.
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If you are considering delegation agreements under MiCA, do not hesitate to contact STADLER VÖLKEL. We specialize in providing expert legal advice and drafting tailored agreements to ensure compliance and minimize liability risks for both applicants and operators.