Regulation explainerCapital Raising & Tokenomics
MiCA crypto-asset white paper requirements, explained
Under the EU's Markets in Crypto-Assets Regulation, most offers of a token to the public, and most requests to admit one to trading, need a crypto-asset white paper. This explainer covers tokens that are neither asset-referenced nor e-money tokens: when a white paper is required, which exemptions apply, what it must contain and in what format, how it is notified and published, and who is liable for its content.
On this page
- Where MiCA applies and its three categories of crypto-asset
- When a white paper is required, and when Article 4 exempts it
- The provisions that govern a Title II white paper
- Annex I, part by part, and where the information comes from
- From draft to publication: a working sequence
- What the token model has to give counsel
- Questions and answers
- Sources
Where MiCA applies and its three categories of crypto-asset
MiCA governs the issuance, offer to the public and admission to trading of crypto-assets in the EU, and related services1. It sorts crypto-assets into three categories: asset-referenced tokens, which aim to hold a stable value by referencing other assets; e-money tokens, which reference a single official currency; and all other crypto-assets, covered by Title II. Most utility and governance tokens fall into that third category, the subject of this page.
Some assets sit outside MiCA altogether, including crypto-assets that qualify as financial instruments, deposits, funds or securitisation positions, and crypto-assets that are unique and not fungible with others1. A token that is a financial instrument falls under securities rules instead, which is why classification comes before drafting. Title II has applied since 30 December 20241.
When a white paper is required, and when Article 4 exempts it
Article 4 governs offers to the public and Article 5 admission to trading. The exemptions work at two levels.
- If
You offer a Title II crypto-asset to the public in the EU, or seek its admission to trading.
ThenBe a legal person, draw up, notify and publish a white paper, follow the marketing rules and meet the Article 14 obligations1.
- If
The offer goes to fewer than 150 persons per Member State acting on their own account, raises no more than EUR 1 000 000 over twelve months, or is addressed solely to qualified investors who alone can hold the asset1.
ThenThe duties to draw up, notify and publish a white paper, and to publish marketing communications, fall away.
Only some Article 4(1) duties are disapplied; the legal-person rule, the marketing content rules and Article 14 still apply1.
- If
The token is offered for free, is created automatically as a reward for maintaining the ledger or validating transactions, gives access to an existing good or service, or works only within a limited network of merchants.
- If
You, or anyone acting for you, announce an intention to seek admission to trading.
ThenNeither set of exemptions is available1.
- If
You qualify for an exemption but publish a white paper voluntarily.
ThenTitle II applies to that offer in full1.
- If
The token gives access to goods or services that do not yet exist or are not yet in operation.
ThenThe offer described in the white paper may last no longer than twelve months from its publication1.
The provisions that govern a Title II white paper
The provisions counsel works through, all in Regulation (EU) 2023/1114 except the format rules.
MiCA Article 6 and Annex I (Regulation (EU) 2023/1114)
European UnionApplies whenWhenever a Title II white paper is drawn up, including voluntarily1.
- Cover the offeror, any separate issuer, the project, the offer, the token and its rights, the technology, the risks and the climate impacts of the consensus mechanism, as detailed in Annex I.
- Keep all information fair, clear and not misleading, without material omissions.
- Open with the prescribed statement that no competent authority has approved the paper, then a management-body statement and a summary.
- Make no assertions about future value, and warn that the token may lose value, may be illiquid and is not covered by compensation or deposit guarantee schemes.
Commission Implementing Regulation (EU) 2024/2984
European UnionApplies whenApplies from 23 December 2025 to white papers drawn up under MiCA2.
- Draw up the paper in XHTML with the template fields tagged in Inline XBRL, submitted as a single file, identifying the drafter by legal entity identifier where available2.
MiCA Article 7, Article 8 and Article 9
European UnionApplies whenAt notification and publication, and for any marketing about the offer1.
- Notify the home competent authority at least twenty working days before publication, explaining why the token is not excluded from MiCA, an e-money token or an asset-referenced token1.
- Publish the notified version on your website before the offer starts and keep it available while the public holds the token1.
- Release no marketing before publication; marketing must be identifiable, consistent with the paper and carry the prescribed statement1.
MiCA Article 10, Article 12 and Article 13
European UnionApplies whenDuring and after the offer1.
- For time-limited offers, publish the result within twenty working days of the close and keep funds raised in custody with a credit institution or crypto-asset service provider1.
- Modify the paper whenever a significant new factor, material mistake or inaccuracy arises, notifying it at least seven working days before publication1.
- Give retail buyers purchasing from the offeror or its placing agent fourteen calendar days to withdraw without cost, unless the token was already admitted to trading1.
MiCA Article 14 and Article 15
European UnionApplies whenTo offerors and persons seeking admission to trading1.
- Act honestly, fairly and professionally, disclose conflicts of interest and treat holders equally unless preferential treatment is disclosed; the offeror and its management body are liable for misleading or incomplete information1.
Annex I, part by part, and where the information comes from
Several Annex I items come straight from the token model, which is where drafting most often stalls.
| Annex I part | What it asks for | Usual source |
|---|---|---|
| Parts A to C: offeror, issuer, trading platform | Identity, management and activity of each party, and the offeror's financial condition | Corporate records, financial statements, counsel |
| Part D: the project | Description, people involved, milestones and planned use of funds | Roadmap, budget and the use-of-funds table in the financial model |
| Part E: the offer | Amount to raise, issue price, number of tokens offered, offer phases including discounted early sales | Raise plan and allocation table; counsel for the legal terms |
| Parts F and G: the token and its rights | Type and functionality, rights and how they can change, future offers, tokens the issuer retains, transfer restrictions | Token design, vesting schedule and governance rules |
| Part H: technology | Ledger and standards, consensus and incentive mechanisms, fees, any audit outcome | Engineering team and smart-contract audits |
| Part I: risks | Risks of the offer, issuer, token, implementation and technology, with mitigations | Risk register informed by simulation stress paths |
The climate disclosure in Article 6(1)(j) is specified further in regulatory technical standards; counsel will confirm the current version.
From draft to publication: a working sequence
Classify the token with counsel
Confirm it is a Title II crypto-asset, identify the home Member State and test each exemption.
Freeze the token model inputs
Settle supply, allocation, vesting, rights, issue price and offer phases so every figure traces to one model version.
Draft to Annex I and the template
Write each part, map it to the Inline XBRL template fields and prepare translations for host Member States.
Board review and statement
The management body reviews the whole paper and gives the Article 6(6) confirmation, knowing it carries liability.
Notify, publish, then market
Notify the authority, publish the notified version before the offer opens, and only then release marketing.
Run and report the offer
Safeguard funds, honour withdrawals, publish results or monthly circulation figures, and modify the paper when needed.
What the token model has to give counsel
Counsel drafts the white paper, but its numbers come from the issuer's model: a reconciled allocation table, the vesting schedule for every bucket including retained tokens, the issue price for each phase, the use-of-funds plan, emission rules and the governance rights attached to the token. ColdAI's tokenomics report and simulation workbook are built for exactly this use, by the protocol team and by counsel drafting any MiCA white paper.
Stress paths from a token simulation, such as a prolonged drawdown or concentrated voting power during vesting, give counsel concrete risks to describe instead of boilerplate. But Article 6(4) bars assertions about future value, so simulated price paths stay out of the paper and out of marketing.
Questions and answers
Does a national regulator approve a MiCA white paper?
No. The white paper is notified to the competent authority of the home Member State, and MiCA prohibits competent authorities from requiring prior approval of white papers or related marketing1. Its first page must say that no competent authority has approved it and that the offeror alone is responsible for it. Authorities can still act if the paper or marketing breaks the rules.
Who is liable if the white paper is wrong?
The offeror, or the person seeking admission to trading, and the members of its management body are liable to holders for loss caused by incomplete, unfair, unclear or misleading information, and contractual exclusions of that liability have no legal effect1. The holder must show the infringement and that relying on it affected their decision. Liability for the summary alone is narrower.
Does MiCA apply to token sales that ended before it took effect?
Articles 4 to 15 do not apply to offers to the public that ended before 30 December 20241. For tokens admitted to trading before that date, marketing published afterwards must follow the marketing rules, and trading platforms must ensure a compliant white paper exists by 31 December 2027 where one is required1. Counsel should confirm how these transitional rules apply to your token.
Is a MiCA white paper the same as a prospectus?
No. A prospectus covers offers of securities, which sit outside MiCA. The summary of a MiCA white paper must warn that it is not a prospectus and that the offer is not an offer of financial instruments1. If counsel concludes that your token is a financial instrument, securities rules apply instead and a crypto-asset white paper is the wrong document.
Sources
- Regulation (EU) 2023/1114 on markets in crypto-assets (MiCA), Articles 2, 4 to 15, 143 and 149 and Annex I — EUR-Lex · checked 10 October 2026
- Commission Implementing Regulation (EU) 2024/2984 on forms, formats and templates for crypto-asset white papers — EUR-Lex · checked 10 October 2026