The Markets in Crypto-Assets Regulation (MiCA) has established a comprehensive framework for crypto asset activities across the European Union (EU). While MiCA’s rules for E- Money tokens (EMTs) and Asset-Referenced Tokens (ARTs) have drawn significant attention, other crypto-assets also fall within MiCA’s regulatory perimeter.

This article, drafted by associate partner at Aurum, Illia Shenheliia, provides a detailed look at MiCA’s provisions for other crypto-assets, outlining their scope, key obligations, and practical considerations for market participants. This article is the third installment in Aurum’s MiCA series. We recommend reading our previous pieces:

• “EU MiCA Regulation: Key Insights Every Crypto Business Needs to Know” for an overview of the regime.
• “How to Comply with MiCA: E-money and Asset-Referenced Tokens” for a deep dive into EMTs and ARTs rules.

What Are Crypto-Assets Under MiCA?

MiCA defines a crypto-asset as a digital representation of value or rights that can be transferred and stored electronically, typically using distributed ledger technology (DLT) or similar technological infrastructure. This deliberately broad definition is intended to capture virtually all tokens that enter market circulation.

Under MiCA, crypto-assets are divided into three distinct categories:

• E-Money Tokens (EMTs) — tokens pegged to a single official currency.
• Asset-Referenced Tokens (ARTs) — tokens referencing multiple assets, such as fiat currencies, commodities, or crypto-assets.
• Other Crypto-Assets — a residual category encompassing all crypto-assets not classified as EMTs or ARTs.

This article focuses solely on the third category — “other crypto-assets” or “crypto-assets other than ARTs or EMTs”. Although MiCA uses these technical terms, for clarity and brevity, we will refer to them simply as “crypto-assets” throughout the article.

These crypto-assets include a diverse and evolving range of tokens that do not fit the EMT or ART frameworks. Common subtypes include:

• Utility Tokens — Tokens that grant access to a digital application, product, or service (e.g., tokens used to interact with a DeFi platform).
• Governance Tokens — Tokens that confer rights to participate in decision-making processes within decentralised protocols or DAOs.
• Payment Tokens — Tokens intended primarily as a means of exchange but that are not backed or pegged to traditional currencies or other assets, thus falling outside the EMT or ART definitions.

In practice, many tokens exhibit overlapping features. These are often referred to as Hybrid Tokens, blending functionalities such as utility and governance. For example, a single token might grant access to platform services while also allowing the holder to vote on protocol changes.

When MiCA Applies: Public Offers, Listings, and EU-Based Access

MiCA applies whenever crypto-assets are issued, offered to the public, or associated services are provided within the European Union. If you are a licensed provider of crypto-asset services under MiCA, compliance is mandatory. However, MiCA’s scope extends beyond licensed service providers.

Importantly, projects that seek to list their tokens on EU-regulated exchanges or make them available through EU-based custodial wallets are also subject to MiCA, even if they are not service providers themselves. In practice, almost any situation in which crypto-assets are made available to persons located in the EU, whether through a public offering, listing on an EU-licensed exchange, or integration with wallet infrastructure, triggers obligations under MiCA.

Consequently, if your crypto-asset is intended to be listed, traded, or offered through an EU‑licensed platform, or otherwise marketed to users within the EU, you are typically required to comply with MiCA’s regulatory framework. This article primarily addresses token issuers, offerors, and anyone acting on their behalf (we will refer to them simply as “issuers” for simplicity), rather than crypto-asset service providers, and focuses on their specific obligations under MiCA.

MiCA includes specific exemptions. It does not apply to crypto-assets that qualify as regulated financial products under existing EU legislation, such as financial instruments (e.g., shares, bonds, or derivatives), collective investment schemes (funds), insurance products, or pension arrangements. These types of assets remain governed by established frameworks such as MiFID II, UCITS, AIFMD, or Solvency II.

Accordingly, if your token falls within one of these traditional legal categories, for instance, if it functions as a loan instrument or a securitised asset, the token and associated activities will not be subject to MiCA. Instead, compliance with the corresponding financial regulatory regime will be required.

Key MiCA Compliance Obligations for Crypto-Asset Issuers

MiCA imposes a set of obligations on crypto-asset issuers targeting the EU market. These requirements are designed to enhance transparency, consumer protection, and market integrity. Below is a summary of the core obligations applicable to issuers of crypto-asset:

1. Operate Through a Legal Entity

Issuers must act through a legal entity, such as a limited liability company. Therefore, sole proprietorships, unincorporated partnerships, or other similar structures are not permitted to offer crypto-assets under MiCA.

Importantly, there is no requirement for the legal entity to be established in the EU. Offshore or non-EU entities are acceptable, provided they comply with MiCA obligations when targeting the EU market.

2. Prepare a MiCA-Compliant White Paper

Issuers must draft a white paper in accordance with Article 6 of MiCA. This document should contain comprehensive and accurate information, including:

• Identity and contact details of the issuer and offeror;
• Description of the crypto-asset and its underlying technology;
• Purpose of the offering and description of the project;
• Rights and obligations attached to the token;
• Risk disclosures;
• Information about the issuer’s governance and financial resources.

The issuer and its management may be held liable for losses suffered by holders if the white paper is incomplete, unfair, unclear, or misleading.

3. Notify the Authority Before Launch

The MiCA compliant white paper should then be submitted to the competent regulator of any EU member state at least 20 working days before the white paper becomes publicly available. This is a notification process, not an approval process, meaning the authority does not review or validate the content of the white paper.

When providing notification, you should also inform the regulator on the date when the crypto-asset will become publicly available, e.g. listed on an exchange.

The European Securities and Markets Authority (ESMA) will make the white paper publicly available.

Further, when the white paper is modified, modification along with the explanations why they are made has to be submitted to the regulator at least 7 working days before the change takes effect.

4. Publish the White Paper

After notification, the white paper must be published on the issuer’s official website and remain accessible as long as the crypto-asset is available to the public.

Any updated versions and related explanations must also be published in a timely manner.

5. Comply with Marketing Rules and Disclosure Standards

Marketing communications are subject to strict standards under MiCA. In particular, such communications must be fair, clear, and not misleading, clearly identifiable as marketing, and consistent with the information in the white paper.

No marketing communications can be disseminated prior to the white paper’s notification and publication, as described above. Therefore, before commencing the marketing within the EU, the issuer would first need to draft, notify and publish the white paper according to the MiCA requirements.

6. Meet General Conduct Obligations

Issuers are expected to adhere to general principles of fair and professional conduct, including:

• Acting honestly, fairly, and in the best interests of crypto-asset holders;
• Ensuring equal treatment of holders, unless preferential treatment is clearly disclosed in the white paper and marketing materials;
• Identifying, managing, and disclosing conflicts of interest;
• Maintaining robust IT and cybersecurity protocols in line with EU standards;
• Communicating with the public in a transparent and responsible manner.

7. Prevent Market Abuse

Issuers must implement effective measures to prevent market abuse, including prohibiting the use of inside information for trading purposes (insider dealing), and avoiding market manipulation, such as misleading signals or artificial trading volumes.

Exemptions and Simplified Regimes: When MiCA Doesn’t Apply or Requirements Are Reduced

While MiCA imposes rigorous obligations on crypto-asset issuers, including the preparation, notification, and publication of a white paper as well as compliance with marketing rules, MiCA also outlines specific exemptions where these requirements do not apply.

Limited, Small-Scale and Qualified Investor Offers

Under Article 4(2) of MiCA, issuers are not required to prepare, notify, or publish a white paper, and are exempt from the related marketing restrictions, if the offering falls under any of the following categories:

• Limited Offers: The offer is made to fewer than 150 natural or legal persons per EU Member State, provided those individuals are acting on their own account.
• Small-Scale Offers: The total consideration of the offer does not exceed EUR 1,000,000 (or its equivalent in another currency or crypto-assets), calculated over a 12-month period, starting from the beginning of the offer.
• Offers to Qualified Investors Only: The offer is exclusively addressed to qualified investors, and the crypto-asset in question can only be held by such investors.

Free Distribution, Mining, and Operational Utility Tokens

Additionally, the MiCA requirements, except for general conduct obligations, and prohibition on market abuse and insider dealing, do not apply in the following cases:

• Free Distribution: The crypto-asset is offered for free and persons are not required to provide their personal data in exchange for that crypto-asset.
• Mining/Validation Rewards: The crypto-asset is automatically created as a reward for maintaining the distributed ledger or validating transactions (e.g., mining rewards).
• Utility Token for Operational Goods/Services: The offer concerns a utility token that provides access to an existing or operational good or service (not just future access).
• Limited Network Utility: The crypto-asset can only be used to obtain goods or services within a limited network of merchants who have contractual relationships with the issuer.

However, these exemptions do not apply where the issuer, or any person acting on its behalf, announces an intention to seek admission of the crypto-asset to trading on a trading platform within the EU. In such cases, full compliance with MiCA’s white paper and marketing requirements becomes mandatory, irrespective of the size of the offering or the nature of the target audience. Simply put, if the issuer or anyone representing the project publicly communicates plans to list the token within the EU, the relevant MiCA obligations will be triggered.

When Voluntary Compliance Triggers Full MiCA Obligations

If an issuer voluntarily publishes a white paper, even while relying on an exemption, the exemption is effectively waived. This means that once a white paper is made public, all core MiCA obligations, including white paper content, notification, and publication requirements, automatically apply.

Legal and Operational Insights for MiCA Compliance

Issuers planning to operate within the EU crypto-asset market must adopt a strategic and structured approach to MiCA compliance. Below are key practical considerations to help navigate the regulatory landscape:

1. Determine Token Classification Under EU Law

Start with a careful legal and functional assessment of your token:

• Determine whether your crypto-asset falls within MiCA’s scope, or whether it might be classified under existing financial regulations (e.g., MiFID II for financial instruments).
• Tokens resembling debt instruments, equity, or fund units may fall outside MiCA and trigger traditional financial regulation.
• Engage qualified legal counsel early in the process to avoid regulatory misclassification, enforcement risks, or delays in market entry.

2. Assess Exemption Eligibility

Consider whether your offer qualifies for one of MiCA’s exemptions, which could relieve you of the obligations to prepare and notify a white paper and marketing communications.

3. Choose the Right EU Jurisdiction for Notification

MiCA operates on a passporting model, meaning that once you notify your crypto-asset offering in one EU member state, you can operate across the entire European Union. When selecting the jurisdiction for notification:

• Assess regulatory openness, guidance availability, and historical responsiveness of the local competent authority.
• Consider language requirements, legal infrastructure, and the costs of compliance in your preferred member state.
• Jurisdictional choice can have a material impact on timelines and operational efficiency.

4. Draft Compliant Documentation & Align Marketing Activities

Compliance begins with robust and transparent documentation:

• Prepare a white paper that fully complies with MiCA’s content, format, and liability standards.
• Notify the competent authority at least 20 working days before making the white paper public.
• Publish the white paper on your official website and maintain its availability for the entire period the crypto-asset is offered to the public.
• Your marketing communications must be fair, clear, and not misleading, and consistent with the white paper. The marketing communications must not be distributed before the white paper has been properly notified and published.

5. Align Internal Procedures with MiCA Requirements

Achieving ongoing compliance requires more than just documentation. It demands operational discipline:

• Establish internal policies to reflect MiCA’s conduct obligations, such as non-discrimination, equal treatment of token holders, and transparent communication.
• Ensure that all updates to the white paper or project status are timely submitted to regulators and publicly communicated.
• Maintain IT and cybersecurity infrastructure in line with EU standards, including access protocols and incident response mechanisms.
• Train key personnel on MiCA-specific obligations, especially those responsible for customer relations, product development, and marketing.

Preparing for MiCA in 2025: Why Strategic Compliance Matters

As MiCA enters into force across the EU, it marks a significant shift in how crypto-assets are regulated — not only for service providers, but also for token issuers. While the regulation introduces clarity, it also raises the bar for legal, operational, and technical readiness.

For projects planning to offer or list tokens in the EU, compliance is no longer a box-ticking exercise. It requires a strategic approach that takes into account token classification, exemption eligibility, jurisdictional differences, and the timing of key deliverables like white papers and regulatory notifications.

Aurum’s Web3 practice offers comprehensive, end-to-end legal support for projects issuing or offering crypto-assets under MiCA. Our services include:

1. White Paper Drafting and Review

We assist in drafting and reviewing white papers to ensure full alignment with MiCA’s legal and technical disclosure requirements, minimising liability risks while maintaining market clarity.

2. Regulatory Notification Filings

We handle the preparation and submission of notification filings with EU competent authorities, ensuring timely compliance with MiCA’s procedural rules and timeline requirements.

3. Marketing and Governance Frameworks

We help design and implement marketing strategies and internal governance policies that comply with MiCA’s transparency, fairness, and operational standards, tailored to your project’s unique structure and objectives.

Whether you are launching a token, listing on an EU exchange, or targeting European users, our team provides practical, cross-jurisdictional guidance to ensure your operations meet both the letter and the spirit of MiCA.

Contact us to discuss how MiCA’s rules on crypto-assets apply to your project, and how we can help you build a confident and compliant market entry strategy.