EU MiCA: Most projects need a White Paper — did you know?

[asgru]

Under the EU’s MiCA regulation, if your blockchain project involves issuing or publicly offering a crypto-asset (utility/governance token, many NFT collections, asset-referenced or e-money tokens) or seeking admission to trading in the EU, you’ll likely need a MiCA-compliant White Paper — with only narrow exemptions.

What actually triggers the obligation

• Public offer in the EU of a crypto-asset tied to your project
• Admission to trading on an EU crypto-asset trading platform

This captures not only “ICO/IDO” style token launches, but also many protocols, dApps, games, memberships, and NFT drops whenever a crypto-asset is offered to the public or listed. For most non-stablecoin assets (“Title II”), it’s a notify-and-publish regime: you notify the national competent authority and publish the White Paper (no prior approval for these assets). White Papers are expected to appear in an ESMA register after notification.

Who can issue

The issuer must be a legal entity (not an individual). In practice, you should:

• Incorporate/register a company (an EU legal entity is recommended).
• For any public offer or admission to trading, notify and publish the White Paper with the national competent authority under MiCA.

Example: Estonia has prepared a pathway for MiCA White Paper notification/registration via its financial regulator.

What the White Paper covers (high level)

• Project and issuer details, roadmap
• Asset characteristics and tokenomics (rights, supply, restrictions)
• Offer/listing terms (how, where, limits)
• Risks (specific and comprehensive)
• ESG/impact disclosures
• Required disclaimers (no promises of returns)
• Use a language customary in international finance (English is common). Keep it public and updated.

Marketing + retail protections

• Marketing must be fair, clear, not misleading, and consistent with the White Paper.
• Direct retail distributions can trigger a 14-day withdrawal right (with nuances).

Common exemptions (use carefully)

• <150 persons per Member State
• ≤ €1,000,000 total consideration over 12 months
• Offer only to qualified investors
• Free distributions/rewards
• Pure utility access to an already-functional service
• Limited-network assets
• Already admitted to trading with an existing White Paper (subject to updates)

Note: Some so-called “NFTs” may still be treated as crypto-assets (e.g., large, fungible-like collections), so don’t assume an automatic carve-out.

Practical takeaways for blockchain teams

• If your launch includes any on-chain asset for the public, plan for MiCA White Paper obligations early.
• Align token/asset design, website, docs, and marketing to be MiCA-consistent.
• Coordinate with exchanges/platforms early; be ready to maintain and update the White Paper post-launch.
• If you truly have no issuance/offer/listing, the White Paper duty may not apply — but other MiCA/CASP rules might.

Source: https://www.eestifirma.ee/en/service/mica-crypto-asset-white-paper-service/

Not legal advice — sharing operational lessons. Who here has filed under MiCA? What surprised you most?

[zasad@]

And what do you think, if at least one of the tens of thousands of NFTs and meme tokens that are issued daily on Solana comply with the MiCA laws?
This is the kind of experience we can all constantly observe on platforms like Pump and Fan
If you find a project, give me a link to it. I'll read about it.

[asgru]

And what do you think, if at least one of the tens of thousands of NFTs and meme tokens that are issued daily on Solana comply with the MiCA laws?
This is the kind of experience we can all constantly observe on platforms like Pump and Fan
If you find a project, give me a link to it. I'll read about it.

Finding a fully MiCA-compliant meme token today is like looking for a unicorn on Solana — everyone talks about it, nobody’s seen it 🦄😉 But seriously, this is yet another challenge for EU regulators. It is clear that no one will register tokens that live for 15 minutes, but that is why the MiCA compliance mark is needed so that potential investors have more confidence in the project.

[btcinfo891]

that is why the MiCA compliance mark is needed so that potential investors have more confidence in the project.

The last thing I need is a bunch of EU bureaucrats, that is parasites, deciding for me which project is good enough to invest my money in.

[d5000]

Good post. Only wanted to add that there is one more group of "exceptions" which is not made explicit in the exception list in the OP but instead can be deduced from what "offered to the public" means: If the coins/units are only given out for validation tasks by the protocol (e.g. mining) or they are given out completely (!) for free [1], there is no obligation to publish a MiCa whitepaper.

(a) the crypto-asset is offered for free;

(b) the crypto-asset is automatically created as a reward for the maintenance of the distributed ledger or the validation of transactions;

Source: https://eur-lex.europa.eu/eli/reg/2023/1114/oj/eng

This means Bitcoin [2] , Litecoin, Monero [3] and Dogecoin, but also BCH and BSV, do not need MiCa whitepapers to be listed on EU exchanges. If there is however even a small premine then the obligation applies to my knowledge.

I have suspected for some time this could make the issuance of "no-premine" altcoins more attractive again, but until now I haven't seen that happen. Perhaps when the MiCa is fully in force for some time?

IMO this would also remove the whitepaper obligations for memecoins which can be "minted" for free, e.g. Ordinals/Runes tokens.


[1] It is not permitted to require personal data for an airdrop under this exception.

[2] There is a Bitcoin MiCa whitepaper, but it is an academic experiment: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4759198

[3] Monero actually is de facto banned from centralized EU exchanges from 2026 or 2027 on due to the AMLR regulation prohibiting transaction/account obfuscation by using privacy coins. Most EU exchanges have already delisted it. It could perhaps be offered by stricter KYC requirements but probably few exchanges want to try out that risk.

[Free Market Capitalist]

With the EU's statist drift and penchant for hyper-regulation, I don't know why they don't just ban shitcoins outright while they are at it. I don't like excessive regulations, but I don't like shitcoins either, so I wouldn't mind it so much. What will be interesting is to see how the battle between the Euro CBDC and dollar-pegged stablecoins issued by the private sector plays out. I am clear about what the outcome will be, but what I think will be fun is the process.

[zasad@]

And what do you think, if at least one of the tens of thousands of NFTs and meme tokens that are issued daily on Solana comply with the MiCA laws?
This is the kind of experience we can all constantly observe on platforms like Pump and Fan
If you find a project, give me a link to it. I'll read about it.

Finding a fully MiCA-compliant meme token today is like looking for a unicorn on Solana — everyone talks about it, nobody’s seen it 🦄😉 But seriously, this is yet another challenge for EU regulators. It is clear that no one will register tokens that live for 15 minutes, but that is why the MiCA compliance mark is needed so that potential investors have more confidence in the project.

If we discuss this topic seriously, then regulators will never hunt small projects, otherwise the entire crypto community will laugh at them.
If we look at the past experience of the SEC, then regulators usually fine large projects from which you can get money.
And small projects on Pump and Fan, which will die in a couple of hours or days, no one will consider seriously. At the very least, the regulator will write a warning to citizens about the risks of losing money.