Introduction

The Markets in Crypto-Assets (MiCA) regulation is the European Union's regulatory framework for crypto-assets, aimed at enhancing investor protection and creating consistent standards across member states. The regulation became effective on June 30, 2024, marking an important step in crypto-asset oversight within the EU. Compliance with MiCA helps ensure legal certainty and increases transparency and market confidence in crypto projects.

A key aspect of MiCA compliance is publishing a clear and accurate whitepaper providing critical information for investors, including details about the crypto asset, its technology, potential risks, and the issuer's plans and business operations. Non-compliance with MiCA's whitepaper guidelines can result in regulatory action, reputational harm, and financial penalties. On the other hand, a properly prepared whitepaper can enhance credibility and strengthen investor confidence in the project.

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Who Needs a MiCA-Compliant Whitepaper?

Under MiCA regulation, issuers of crypto assets who intend to offer their assets to the public or seek admission to trading on a regulated exchange within the EU must prepare and publish a compliant whitepaper. This includes issuers of asset-referenced tokens (ARTs), such as stablecoins backed by a basket of fiat currencies, gold-backed tokens, or tokens pegged to commodity indices, electronic money tokens (EMTs) such as euro-pegged stablecoins, digital tokens representing fiat currencies, or prepaid electronic payment tokens, and other crypto-assets not currently covered by existing financial regulations. Common utility tokens fall under the category of “other crypto-assets not currently covered by existing financial regulations”.

However, certain issuers may be exempt from this requirement. Notably, exemptions include:

• Article 4(2)(a): Public crypto-asset offerings addressed to less than 150 natural or legal persons per EU member state.
• Article 4(2)(b): Issuances where the total consideration does not exceed €1,000,000 within a 12-month period.
• Article 4(2)(c): Public crypto-asset offerings intended exclusively for qualified investors.

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Mandatory Sections and Paragraphs

As per Article 6(1), the whitepaper shall contain the following information:

(a) “information about the offeror or the person seeking admission to trading;”‍

In Article 3(1)(13), ‘offeror’ is defined and, as the name suggests, refers to the natural- or legal person offering the crypto-asset to the public. While the ‘person seeking admission to trading’ is not explicitly defined in the MiCA regulation, it's generally understood that it refers to the natural- or legal person that applies to have their crypto-asset listed or traded on a regulated trading platform or exchange within the EU.

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(b) “information about the issuer, if different from the offeror or person seeking admission to trading;”‍

The ‘issuer’ is the natural- or legal person responsible for creating and developing the crypto-asset, while the offeror (as defined above) is making it available to the public. For example, if a blockchain company develops a token for use within its ecosystem, it is the issuer. If the same company sells (offers) the token to the public, it also acts as the offeror. However, if a crypto exchange or another third party acquires the token and sells it to the public, that entity becomes the offeror, while the original company remains the issuer.

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(c) “information about the operator of the trading platform in cases where it draws up the crypto-asset white paper;”‍

In other words, if the issuer of the crypto-asset does not create the whitepaper, but instead, the trading platform does (e.g., a centralized exchange when listing a crypto-asset for trading), the whitepaper must provide information about the operator of the exchange.

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(d) “information about the crypto-asset project;”‍

The whitepaper must describe the project’s objectives, use cases, development stage, the team or entity behind it, and other information relevant to understand the project. It should outline how the project plans to evolve, key milestones, funding sources, and any partnerships that support its growth. Additionally, it should highlight any dependencies or risks that could impact the project's success, such as regulatory challenges or technical constraints.

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(e) “information about the offer to the public of the crypto-asset or its admission to trading;”

This means, if a crypto-asset is being offered to the public (e.g., via ICO) or listed for trading, the whitepaper must include details about the offering terms (e.g., total supply, pricing, timeline) or the admission to trading (e.g., the exchange, listing process, and applicable conditions).

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(f) “information about the crypto-asset;”

‍The whitepaper must describe key aspects of the crypto-asset, including its name, type (e.g., utility token, stablecoin, governance token, etc.), purpose, total supply, issuance schedule, and any mechanisms affecting its availability, such as burning or minting processes.

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(g) “information on the rights and obligations attached to the crypto-asset;”

‍The whitepaper must clearly define whether holders receive governance rights, discounts, access to specific services or similar. It should also outline any restrictions on use, lock-up periods, or compliance requirements, as well as details on transferability (e.g., whether the token can be freely traded or subject to limitations). Additionally, the whitepaper must specify whether the asset can be redeemed for fiat, converted into another token, or tied to an underlying asset.

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(h) “information on the underlying technology;”‍

The whitepaper must describe the underlying technology, including the blockchain or distributed ledger it operates on, the consensus mechanism (e.g., proof-of-work, proof-of-stake), smart contract functionality, and any security measures in place. It should also explain how transactions are processed, whether the asset is interoperable with other systems, and any potential technological risks, such as vulnerabilities or upgrade dependencies.

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(i) “information on the risks;”‍

That’s further explained in Article 6(5). Please see below.

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(j) “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.”

The whitepaper must disclose whether the consensus mechanism (e.g., Proof-of-Work, Proof-of-Stake) has significant adverse impacts on the climate or environment. This includes factors such as energy consumption, carbon footprint, and resource usage. For example, if the asset relies on a Proof-of-Work blockchain, the whitepaper should highlight its high energy demand, while a Proof-of-Stake system might have a lower impact. This requirement ensures transparency about the environmental sustainability of the crypto-asset.

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As per Article 6(3), the whitepaper must state the following wording on the first page:

‍“This crypto-asset white paper has not been approved by any competent authority in any Member State of the European Union. The offeror of the crypto-asset is solely responsible for the content of this crypto-asset white paper.”

As per Article 6(5), the whitepaper “shall contain a clear and unambiguous statement”, that:

(a) “the crypto-asset may lose its value in part or in full;”

(b) “the crypto-asset may not always be transferable;”

(c) “the crypto-asset may not be liquid;”

(d) “where 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;”

(e) “the crypto-asset is not covered by the investor compensation schemes under Directive 97/9/EC of the European Parliament and of the Council;”

Investors purchasing the crypto-asset should be aware that they will not be eligible for compensation if the issuer, offeror, or trading platform fails or if the asset loses value. Unlike regulated securities or bank deposits, crypto-assets generally do not offer the same level of financial protection, and this disclosure ensures transparency about the risks involved.

(f) “the crypto-asset is not covered by the deposit guarantee schemes under Directive 2014/49/EU.”

If an investor holds the crypto-asset and the issuer, offeror, or platform fails, there is no guarantee that funds will be reimbursed. Unlike bank deposits, which are typically insured up to €100,000 per depositor under the EU’s deposit protection scheme, crypto-assets do not have the same financial safety net.

As per Article 6(6), the management of the offeror must include a statement that must include a formal confirmation, stating that the whitepaper meets all MiCA regulatory requirements and that the information provided in the whitepaper is accurate, clear, complete, and not misleading. This statement must be placed right after the statement from Article 6(3).

As per Article 6(7), the whitepaper shall contain a summary “providing key information about the offer to the public of the crypto-asset or the intended admission to trading. […] The summary of the crypto-asset white paper shall provide appropriate information about the characteristics of the crypto-asset concerned in order to help prospective holders of the crypto-asset to make an informed decision.” This summary must be inserted after the statement referred to in Article 6(6).

The summary shall contain a warning that:

(a) “it should be read as an introduction to the crypto-asset white paper;”‍

(b) “the prospective holder should base any decision to purchase the crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone;”

(c) “the offer to the public of the crypto-asset does not constitute an offer or solicitation to purchase financial instruments and that any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law;”

(d) “the crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council or any other offer document pursuant to Union or national law.”

As per Article 6(8), the whitepaper “shall contain the date of its notification and a table of contents”.

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Prohibited Statements and Content

Also, MiCA explicitly prohibits certain statements and types of content within crypto-asset whitepapers. These restrictions, detailed again in Article 6, aim to ensure transparency and prevent misleading or inaccurate information.

As per Article 6(2), the whitepaper “shall not contain material omissions”. In other words, the whitepaper should be complete and transparent, without omitting significant details that might affect an investor's understanding of the risks, benefits, or characteristics of the asset. Any omission that could potentially mislead investors or distort their perception about the asset's true value, risks, or issuer's intentions would be considered a "material omission."

As per Article 6(4), it’s forbidden that the whitepaper “contains any assertions as regards the future value of the crypto-asset, other than the statement referred to in paragraph 5”. That means you can’t state any assumptions or provide scenarios of the asset’s future value other than stating that it may lose its current value partly or completely.

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General format

MiCA not only defines the content of a crypto-asset whitepaper but also sets expectations for how that information is presented. The goal is to ensure that the whitepaper is accessible, understandable, and useful to potential investors and regulators alike.

In terms of language and readability, the whitepaper must be written in a clear, concise, and non-technical manner. It should avoid unnecessary jargon and be easily understandable by an average investor. If technical terms are used, they should be clearly explained. The whitepaper “shall be drawn up in an official language of the home Member State, or in a language customary in the sphere of international finance.” — Article 6(9)

Regarding structure and formatting, the whitepaper should follow a logical structure that corresponds to the mandatory sections laid out in Article 6, and shall include a table of contents (Article 6(8)). Headings and subheadings should be used to make navigation easy. Information should not be presented in a way that is misleading, overly promotional, or designed to obscure important risks.

The document should be well-organized, with consistent formatting, spacing, and font usage to enhance readability. Visual aids such as tables, charts, and diagrams may be used to present complex information, such as token distribution or technical infrastructure, in a more digestible way.

Although there is no prescribed length, the whitepaper should be comprehensive enough to meet all content requirements without being overly long or vague. Clarity, relevance, and completeness are more important than volume.

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Conclusion

Preparing a MiCA-compliant whitepaper is a critical step for any crypto-asset issuer or offeror operating within the EU. The regulation sets clear expectations—not only for the information that must be disclosed, but also for how it should be presented. From technical details and project descriptions to risk warnings and environmental impacts, the whitepaper must provide a full and fair overview of the crypto-asset and the associated offering.

While some exemptions apply, most public offerings and exchange listings will require careful attention to MiCA’s requirements. In some cases, particularly ARTs and EMTs, formal approval from competent authorities is necessary before proceeding. By aligning with these rules, issuers not only reduce legal and regulatory risk, but also help build trust with investors and market participants in a maturing and increasingly regulated environment.