MiCA Crypto White Papers — Comply or Be De-Listed

Under the EU’s Markets in Crypto-Assets Regulation (MiCA), digital asset issuers hoping for associated digital assets to remain listed on European exchanges are now required to submit white papers meeting mandatory requirements. The EU’s comprehensive crypto regulatory regime has changed the landscape not only across the EU but also for U.S. and other non-EU businesses. Any crypto related activities that impact the EU market, in particular the offering or trading of tokens in the EU, are now subject to the regulatory jurisdiction of the EU. MiCA also establishes a licensing regime for exchanges, brokers, custodians and other intermediaries participating in the European crypto markets.

Key Considerations

MiCA-Compliant White Papers Are Not Typical Digital Asset White Papers. The EU requires the use of a template form of white paper with the completion of mandatory fields, including in relation to issues such as ESG and sustainability that are not typically covered in customary white papers.

Potential Delisting. Exchanges will delist existing tokens if issuers have not published a MiCA-compliant token white paper. EU exchanges have already been corresponding with issuers whose tokens they have listed to require compliance with the new white paper rules. New requirements for the form and content of MiCA white papers come into force on 23 December 2025 and token issuers will be required to update their existing white paper to meet the new requirements. In practice, EU exchanges are requiring compliance with the new requirements well in advance of December.

New Token Listings. Trading in tokens on EU crypto exchanges cannot commence without the required white paper. The obligation to prepare a white paper falls on the person making the offer or on the person seeking admission to trading. Whilst this will usually be the issuer of the token, it is possible that the person seeking admission to trading is a third party unrelated to the issuer.

Home Country Regulator for Non-EU Issuers. Issuers outside of the EU may select a single regulator if they are or are seeking to be listed. Issuers will want to evaluate which country is most appropriate based on their specific facts and circumstances and prescribed rules under MiCA that allocate responsibility between EU regulators.

No Formal Regulatory Approval. The MiCA white paper process does not provide for regulators to formally approve white papers, but regulators will review white papers submitted to them and provide feedback when necessary.

Issuer White Paper Liability. The issuer may be legally liable to token holders for any loss incurred if a white paper contains information that is “not complete, fair or clear or that is misleading”.

Automatic Effectiveness. The white paper will be effective within 20 working days of lodging with an EU regulator (subject to extension by the regulator) in the jurisdiction in which it has been lodged (the Home State) and other EU Member States notified in the application to the Home State regulator.

The Concept of Utility Is Narrow in the EU. In preparing a white paper, an issuer will need to state whether the token is a utility token. In the EU, “utility” for tokens only means “a type of crypto-asset that is only intended to provide access to a good or a service supplied by its issuer”. This often causes confusion for U.S. issuers with regulatory positions built on a broader application of utility that helps distinguish certain tokens from classification as a security. However, the MiCA classification does not impact the U.S. analysis.

Public Website Availability. The white paper must be publicly available in at least one of the official languages of the EU Home State and be machine-readable and in downloadable electronic XHTML format on the issuer’s website before the tokens are offered to the public or admitted to trading.

Sustainability

White papers must provide mandatory disclosures in relation to sustainability issues. The mandatory information includes disclosures on energy consumption, energy sources and methodologies. The annex to this client alert, below, provides more information on sustainability issues.

Additional Licensure Requirements for E-Money Tokens and Asset-Referenced Tokens

MiCA distinguishes between three different forms of crypto-assets: e-money tokens (EMTs), asset-referenced tokens (ARTs) and “Other” crypto-assets. EMTs and ARTs are essentially forms of stablecoins backed either by fiat currency or other tangible assets, respectively.

MiCA requirements in relation to EMTs and ARTs are onerous. Issuers of these categories of tokens must generally come onshore to the EU and obtain a regulatory licence. The rules relating to the “Other” category of crypto-assets are less onerous so that issuers of tokens falling within this category do not need to obtain an EU regulatory licence to cover the issuance of tokens.

Content Requirements

A MiCA compliant white paper must contain clear, fair and not misleading information written in plain, nontechnical language to enable prospective holders to make informed decisions. At a minimum, a white paper must include the following information:

• A detailed description of the issuer, the project and its objectives
• The characteristics of the crypto-assets being offered, including their rights and obligations
• The underlying technology and standards of security
• Associated risks, including market, technological and legal risks
• Information on governance and the use of funds raised (if any)
• Details of any third-party service providers involved
• Mandatory sustainability disclosures

Other clear statements that must be included in the white paper are that the crypto-asset:

• May lose its value in part or in full
• May not always be transferable and may not be liquid
• Is not covered by the investor compensation or depositor protection schemes
• If the offer to the public concerns a utility token, that utility token may not be exchangeable against the good or service promised in the crypto-asset white paper, especially in the case of a failure or discontinuation of the crypto-asset project

Issuers of digital assets, whether or not based in the EU, will need to move quickly to prepare and submit white papers. Issuers of new digital assets that are seeking for their tokens to be eligible for trading on EU exchanges will similarly need to prepare for and factor in timing requirements for public token launches and other transactions.

Annex — MiCA White Paper Sustainability Disclosures FAQs

We answer below the most frequently asked questions on the sustainability disclosures in MiCA.

1. What sustainability-related disclosures does MiCA require?

   MiCA introduces, for the first time at the EU level, mandatory environmental impact transparency for both issuers of crypto-assets and crypto-asset service providers. The obligations are focused on the environmental footprint of the “consensus mechanism” that supports each crypto-asset. There are separate disclosures for:

   • Issuers of crypto-assets — set out in the white paper for the crypto-assets
   • Crypto-asset service providers — set out on the service provider’s website

   The disclosures must cover “information on the principal adverse impacts on the climate and other environment-related adverse impacts of the consensus mechanism used to issue the crypto-asset”. There are both mandatory disclosure requirements and additional optional voluntary disclosures.

2. Which environmental indicators are mandatory and which are voluntary?

   Only one environmental indicator is mandatory for all sustainability disclosures: the total annual electricity consumption of the relevant consensus mechanism (kWh). However, if that energy consumption exceeds 500,000 kWh per year, a supplementary set of indicators become mandatory. These supplementary indicators include:

   • Share of renewable energy used for the transactions
   • Energy intensity (average amount of energy used per transaction)
   • Greenhouse gas emissions (GHG) attributable to the consensus mechanism (scopes 1–2, with scope 3 as optional if data is reasonably available)
   • GHG intensity (e.g., kg CO₂ equivalent per kWh)

   Some information on the “methodologies” to be applied in preparing this information is set out in the MiCA-related regulatory technical standards. However, MiCA also cross-refers to the European Sustainability Reporting Standards (ESRS) for guidance on the calculation of many of the key indicators.

   In-scope firms can then also report on optional metrics, including (but not limited to) those relating to energy mix, carbon intensity, generation of waste electrical and electronic equipment, generation of waste and water usage.

3. Why have sustainability disclosures been introduced?

   Sustainability disclosures were introduced due to concerns around the potential adverse environmental impacts of different consensus mechanisms. This is consistent with the EU’s general approach to sustainability issues, in which it has pushed for better disclosures with the hope that transparency improves environmental performance.

4. Does MiCA create broader ESG reporting duties (i.e., covering social and governance issues and not just environmental factors)?

   No. MiCA’s nonfinancial disclosures are limited to the environmental impacts of the consensus mechanism. There are no mandatory social or governance disclosures.

5. Do disclosures have to be updated?

   Disclosures must be updated at least annually or without undue delay if there is a material change (e.g., switch of consensus mechanism or significant change in energy use).