No person shall, within the Union, offer asset-referenced tokens to the public, or seek an admission of such crypto-assets to trading on a trading platform for crypto-assets, unless that person is the issuer of such asset-referenced tokens and:

Is a legal person or other undertaking that is established in the Union and have been authorised to do so in accordance with Article 19 by the competent authority of their home Member State; or

Is a credit institution and complies with Article 15a.

[deleted]

Paragraph 1 shall not apply where:

over a period of 12 months, calculated at the end of each calendar day, the average outstanding value of all of asset-referenced tokens never exceeds EUR 5 000 000, or the equivalent amount in another currency, and the issuer is not linked to a network of issuers covered by this exemption; or

the offer to the public of the asset-referenced tokens is solely addressed to qualified investors and the asset-referenced tokens can only be held by such qualified investors.

[deleted]

The authorisation referred to in paragraph 1(a) granted by the competent authority shall be valid for the entire Union and shall allow an issuer to offer the asset-referenced tokens for which it has been authorised throughout the Union, or to seek an admission of such asset-referenced tokens to trading on a trading platform for crypto-assets.

The approval granted by the competent authority of the issuers’ crypto-asset white paper under Article 15a(1), Article 19 or of the modified crypto-asset white paper under Article 21 shall be valid for the entire Union.

Upon a written consent from the issuer, other persons may offer or seek admission to trading the asset-referenced tokens. Those entities shall comply with Articles 23, 25 and 36.

An asset-referenced token issued by a credit institution may be offered to the public or admitted to trading on a trading platform for crypto-assets, if the credit institution:

produces a crypto-asset white paper as referred to in Article 17 for every asset-referenced token issued, submits that crypto-asset white paper for approval by the competent authority of their home Member State in accordance with the procedure set out in the regulatory technical standards pursuant to paragraph 7, and the white paper is approved by the competent authority;

notifies the respective competent authority, at least 90 working days before issuing the asset-referenced token for the first time, with the following information:

a programme of operations, setting out the business model that the credit institution intends to follow;

a legal opinion that the asset-referenced tokens does not qualify as:

a crypto-asset excluded from the scope of this Regulation in accordance with Article 2(3);

a e-money token;

a detailed description of the governance arrangements as referred to in Article 30(1);

the policies and procedures referred to in Article 30(5), points (a) to (k);

a description of the contractual arrangements with the third parties referred to in the last subparagraph of Article 30(5);

a description of the business continuity policy referred to in Article 30(8);

a description of the internal control mechanisms and risk management procedures referred to in Article 30(9);

a description of the procedures and systems to safeguard the security, including cyber security, integrity and confidentiality of information referred to in Article 30(10).

Credit institutions which have already notified competent authorities to issue other asset-referenced tokens shall not be required to submit the information which was previously submitted to the competent authority where such information would be identical. When submitting the information required under paragraph 1 the credit institution shall explicitly state that the information not resubmitted is still up to date.

Competent authorities receiving the notification as referred to in paragraph 1 point (b) shall, within 20 working days of receipt of such information, assess whether all required information has been provided. They shall immediately inform the credit institution when they conclude some information is missing and thus that the notification is not complete. Where the information is not complete, they shall set a deadline by which the credit institution is to provide any missing information.

Where issuing asset-referenced tokens, including significant asset-referenced tokens, credit institutions shall not be subject to Articles 15, 16, 18, 19, 20, 31, 37 and 38 of this Title.

[deleted]

Competent authorities shall communicate without delay the complete information received in paragraph 1 to the ECB and, where the credit institution is established in a Member State the currency of which is not the euro, or where a currency that is not the euro is included in the reserve assets, to the central bank of that Member State.

The competent authority shall communicate to ESMA the information specified in Article 91a(3) and the starting date of the intended offer to the public or intended admission to trading and of any change thereof after verifying the completeness of the information received in paragraph 1.

The competent authority shall communicate to ESMA the withdrawal of authorisation of a credit institution which issues asset-referenced tokens.

The EBA shall, in close cooperation with ESMA and the ECB, develop draft regulatory technical standards to specify the procedure for the approval of a crypto-asset white paper referred to in paragraph 1.

Legal persons or other undertakings that intend to issue asset-referenced tokens shall submit their application for an authorisation as referred to in Article 15 to the competent authority of their home Member State.

The application referred to in paragraph 1 shall contain all of the following information:

the address of the applicant issuer;

the Legal Entity Identifier (LEI) of the applicant issuer, if applicable;

the articles of association of the applicant issuer;

a programme of operations, setting out the business model that the applicant issuer intends to follow;

a legal opinion that the asset-referenced token does not qualify as:

a crypto-asset excluded from the scope of this Regulation in accordance with Article 2(3),

a e-money token;

a detailed description of the applicant issuer’s governance arrangements as referred to in Article 30(1);

where cooperation arrangements with specific crypto-asset service providers exist, a description of their internal control mechanisms and procedures to ensure compliance with the obligations in relation to the prevention of money laundering and terrorist financing under Directive (EU) 2015/849;

the identity of the members of the management body of the applicant issuer;

proof that the persons referred to in point (f) are of sufficiently good repute and possess appropriate knowledge, skills and experience to manage the applicant issuer;

proof that any natural or legal persons that have qualifying holdings in the applicant issuer have sufficiently good repute;

a crypto-asset white paper as referred to in Article 17;

the policies and procedures referred to in Article 30(5), points (a) to (k);

a description of the contractual arrangements with the third parties referred to in the last subparagraph of Article 30(5);

a description of the applicant issuer’s business continuity policy referred to in Article 30(8);

a description of the internal control mechanisms and risk management procedures referred to in Article 30(9);

a description of the procedures and systems to safeguard the security, including cyber security, integrity and confidentiality of information referred to in Article 30(10);

a description of the applicant issuer’s complaint handling procedures as referred to in Article 27;

where applicable, a list of host Member States, where the applicant issuer intends to offer the asset-referenced token to the public or intends to seek admission to trading on a trading platform for crypto-assets.

Issuers which have already been authorised to issue asset-referenced tokens shall not be required to submit the information which was previously submitted to the competent authority where such information would be identical. When submitting the information required under paragraph 2 the issuer shall explicitly state that the information not resubmitted is still up to date.

Competent authorities shall acknowledge to the applicant in writing receipt of the application received under paragraph 1 promptly and no later than two working days after receipt of the application.

For the purposes of paragraph 2, points (g) and (h), applicant issuers of asset-referenced tokens shall provide proof of all of the following:

for all the members of the management body, the absence of a criminal record in respect of convictions or the absence of relevant penalties under national rules in force in the fields of commercial law including insolvency law, financial services legislation, anti-money laundering legislation, legislation countering the financing of terrorism, fraud, or professional liability;

that the members of the management body of the applicant issuer of asset-referenced tokens collectively possess sufficient knowledge, skills and experience to manage the issuer of asset-referenced tokens and that those persons are required to commit sufficient time to perform their duties.

for all natural or legal persons that have qualifying holdings in the applicant issuer, the absence of a criminal record in respect of convictions or the absence of relevant penalties under national rules in force in the fields of commercial law including insolvency law, financial services legislation, anti-money laundering legislation, legislation countering the financing of terrorism, fraud, or professional liability;

The EBA shall, in close cooperation with ESMA and the ECB, develop draft regulatory technical standards to specify the information that an application shall contain, in accordance with paragraph 2.

The EBA shall, in close cooperation with ESMA, develop draft implementing technical standards to establish standard forms, templates and procedures to transmit information for the purposes of the application, including the standards to be met by the legal opinion referred to in paragraph 2, point (d), in order to ensure uniformity across the Union.

A crypto-asset white paper for asset-referenced tokens shall contain all of the following information, as specified in Annex II:

information about the issuer;

where applicable, identity of the person other than the issuer that offer or seek admission to trading pursuant to Article 15(7) and the reason why that person offer or seek admission to trading;

if different from the issuer, the identity of the person which prepared the crypto-asset white paper and the reason why that person prepared the crypto-asset white paper;

information about the asset-referenced tokens;

information about the offer to the public of asset-referenced tokens or their admission to trading on a trading platform for crypto-assets;

Information on the rights and obligations attached to asset-referenced tokens;

Information on the underlying technology;

Information on risks;

[deleted]

information on the reserve of assets;

[deleted]

[deleted]

[deleted]

[deleted]

[deleted]

[deleted]

information on principal adverse environmental and climate related impact of the consensus mechanism used to issue the crypto-asset.

All information referred to in paragraph 1 shall be fair, clear and not misleading. The crypto-asset white paper for asset- referenced tokens shall not contain material omissions and shall be presented in a concise and comprehensible form.

The crypto-asset white paper for asset-referenced tokens shall not contain any assertions on the future value of the crypto-assets, other than the statement referred to in paragraph 5.

The crypto-asset white paper shall contain a clear and unambiguous statement that:

the ARTs may lose their value in part or in full;

the ARTs may not always be transferable;

the ARTs may not be liquid;

where applicable, a clear risk warning that the asset-referenced tokens are not covered by the investor compensation schemes in accordance with, Directive 97/9/EC of the European Parliament and of the Council;

a clear risk warning that the asset-referenced tokens are not covered by the deposit guarantee schemes established in accordance with Directive 2014/49/EU of the European Parliament and of the Council.

The crypto-asset white paper for asset-referenced tokens shall contain a statement from the management body of the issuer. That statement shall confirm that the crypto-asset white paper complies with the requirements of this Title and that, to the best knowledge of the management body, the information presented in the crypto-asset white paper is in accordance with the facts and that the crypto-asset white paper makes no omission likely to affect its import.

The crypto-asset white paper shall contain a summary, placed after the statement referred to in Paragraph 6, which shall in brief and non-technical language provide key information about the offer to the public of the asset-referenced tokens or about the intended admission of asset-referenced tokens to trading on a trading platform for crypto-assets, and in particular about the characteristics of the asset-referenced tokens concerned. The summary shall be presented and laid out in easily understandable words and in a clear and comprehensive form, using characters of readable size. The format and content of the summary of the crypto-asset white paper shall provide, in conjunction with the crypto-asset white paper, appropriate information about characteristics of the asset-referenced tokens concerned in order to help potential holders of the asset-referenced tokens to make an informed decision.

the holders of asset-referenced tokens have a redemption right at any moment;

the conditions of redemption.

it should be read as an introduction to the crypto-asset white paper;

the potential holder should base any decision to purchase an asset-referenced token on the content of the whole crypto-asset white paper;

the offer to the public of asset-referenced tokens does not constitute an offer or solicitation to purchase financial instruments and that any such offer or solicitation to purchase financial instruments can be made only by means of a prospectus or other offering documents pursuant to national laws;

the crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 or another offering document pursuant to Union legislation or national laws.

Every crypto-asset white paper shall contain the date of the notification.

The crypto-asset white paper shall be drawn up in an official language of the home Member State, or in a language customary in the sphere of international finance.

The crypto-asset white paper shall be made available in machine readable formats.

ESMA, in cooperation with EBA, shall develop draft implementing technical standards to establish standard forms, formats and templates for the purposes of paragraph 10.

ESMA, in cooperation with EBA, shall develop draft regulatory technical standards in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010 on the content, methodologies and presentation of information referred to in paragraph 1, point (i), of this Article in respect of the sustainability indicators in relation to climate and other environment‐related adverse impacts.

Competent authorities receiving an application for authorisation as referred to in Article 16 shall, within 25 working days of receipt of such application, assess whether that application, including the crypto-asset white paper referred to in Article 16(2), point (i), comprises all required information. They shall immediately notify the applicant issuer of whether the application, including the crypto-asset white paper, is missing required information. Where the application, including the crypto-asset white paper, is not complete, they shall set a deadline by which the applicant issuer is to provide any missing information.

The competent authorities shall, within 60 working days from the receipt of a complete application, assess whether the applicant issuer complies with the requirements set out in this Title and take a fully reasoned draft decision granting or refusing authorisation. Within those 60 working days, competent authorities may request from the applicant issuer any information on the application, including on the crypto-asset white paper referred in Article 16(2), point (i).

For the period between the date of request for information by the competent authorities and the receipt of a response thereto by the applicant issuer, the assessment period under paragraphs 1 and 2 shall be suspended. The suspension shall not exceed 20 working days. Any further requests by the competent authorities for completion or clarification of the information shall be at their discretion but shall not result in a suspension of the assessment period.

Competent authorities shall, after the 60 working days referred to in paragraph 2, transmit their draft decision and the application file to the EBA, ESMA and the ECB. Where the applicant issuer is established in a Member State the currency of which is not the euro, or where a currency that is not the euro is included in the reserve assets, competent authorities shall transmit their draft decision and the application file to the central bank of that Member State.

The EBA and ESMA shall upon request of the competent authority within 20 working days after having received the draft decision and the application file, issue an opinion on evaluation of the legal opinion referred to in Article 16(2)(d), and transmit their opinions to the competent authority concerned.

Competent authorities shall, within 25 working days after having received the opinions referred to in Article 18(4), take a fully reasoned decision granting or refusing authorisation to the applicant issuer and, within 5 working days, notify that decision to applicant issuers. Where an applicant issuer is authorised, its crypto-asset white paper shall be deemed to be approved.

Competent authorities shall refuse authorisation where there are objective and demonstrable grounds that:

the management body of the applicant issuer may pose a threat to its effective, sound and prudent management and business continuity and to the adequate consideration of the interest of its clients and the integrity of the market;

members of the management body do not meet the criteria set out in Article 30(2), first subparagraph;

natural or legal persons that have qualifying holdings do not meet the criteria of sufficiently good repute set out in Article 30(3), first subparagraph;

the applicant issuer fails to meet or is likely to fail to meet any of the requirements of this Title;

the applicant issuer’s business model may pose a serious threat to financial stability, the smooth operation of payment systems, market integrity, or exposes the issuer or the sector to serious risks of money laundering and terrorist financing.

EBA and ESMA shall jointly develop guidelines on the assessment of the suitability of the members of the management body of issuers of ARTs and of the natural or legal persons that have qualifying holdings in issuers of ARTs.

Competent authorities shall also refuse authorisation if the ECB or, where applicable, a central bank as referred to in Article 18(3), gives a negative opinion under Article 18(4) on grounds of smooth operation of payment systems, monetary policy transmission, or monetary sovereignty.

The competent authority shall communicate to ESMA the list of the host Member States, the information referred to in Article 91a(3) and the starting date of the intended offer to the public or intended admission to trading within two working days after granting authorisation.

[deleted]

[deleted]

[deleted]

Competent authorities shall also inform the EBA, ESMA and the ECB, and where applicable, the central banks referred to in Article 18(3), of all authorisations not granted, and provide the underlying reasoning for the decision and explanation for deviation from their opinion, where applicable.

For asset-referenced tokens with a value issued higher than EUR 100 million, the issuer shall report quarterly to the competent authority, for each asset-referenced token:

the customer base;

the value of the asset-referenced token issued and the size of the reserve of assets;

the average number and value of transactions per day;

an estimation of the average number and value of transactions per day associated to uses as means of exchange within a single currency area.

The competent authority may require issuers to comply with the reporting obligation of paragraph 1 for asset-referenced tokens with less than EUR 100 million issued.

Crypto-assets service providers which provide services on the asset-referenced tokens, shall provide the issuer of asset-referenced tokens with information necessary to prepare the report, including by reporting off chain transactions.

The competent authority shall share the information received with the ECB and, where applicable, a central bank as referred to in Article 18(3) and competent authorities of host Member States.

The ECB and, where applicable, a central bank as referred to in Article 18(3) may provide to the competent authority their own estimations of the quarterly average number and value of transactions per day associated to uses as means of exchange used within their respective currency area.

The EBA, in close cooperation with the ESCB, shall develop draft regulatory technical standards specifying the methodology to estimate the average number and value of transactions per day associated to uses as means of exchange in each single currency area.

The EBA shall develop draft implementing technical standards to establish standard forms, formats and templates for the purposes of paragraphs 1 and 2.

When, for a given asset-referenced token, the estimated quarterly average number and value of transactions per day associated to uses as means of exchange is higher than 1 000 000 transactions and EUR 200 million respectively, within a single currency area, the issuer shall:

stop issuing the asset-referenced token;

present a plan to the competent authority, within 40 working days, to ensure that the number and value of transactions per day associated to uses as means of exchange within a single currency area is kept below 1 000 000 and EUR 200 million respectively.

The plan referred to in paragraph 1(ii) shall be approved by the competent authority. The competent authority shall require modifications, including, where necessary, the introduction of a minimum denomination amount, in order to ensure a timely decrease of the use as means of exchange of the asset-referenced token.

The competent authority may only allow the issuer to issue again asset-referenced tokens when it has evidence that the average number and value of transactions per day associated to uses as means of exchange is lower than 1 000 000 transactions and EUR 200 million respectively within a single currency area.

Competent authorities shall withdraw the authorisation of issuers of asset-referenced tokens in any of the following situations:

[deleted]

the issuer has ceased to engage in business for 6 successive months, or has not used its authorisation for 12 successive months;

the issuer has obtained its authorisation by irregular means, including making false statements in the application for authorisation referred to in Article 16 or in any crypto-asset white paper modified in accordance with Article 21;

the issuer no longer meets the conditions under which the authorisation was granted;

the issuer has seriously infringed the provisions of this Title;

the issuer has been put under an orderly redemption plan, in accordance with applicable national insolvency laws;

the issuer has expressly renounced its authorisation or has decided to stop its operations;

the issuer’s activity poses a serious threat to financial stability, the smooth operation of payment systems, market integrity or exposes the issuer or the sector to serious risks of money laundering and terrorist financing.

Competent authorities shall also withdraw the authorisation of issuers of asset-referenced tokens when the ECB or, where applicable, a central bank as referred to in Article 18(3), issues an opinion that the asset-referenced token poses a serious threat to monetary policy transmission, smooth operation of payment systems or monetary sovereignty.

Competent authorities shall limit the amount of asset-referenced tokens to be issued or impose a minimum denomination to the asset-referenced tokens when the ECB or, where applicable, a central bank as referred to in Article 18(3), issues an opinion that the asset-referenced token poses a threat to monetary policy transmission, smooth operation of payment systems or monetary sovereignty, and specify the applicable limit or minimum denomination amount.

The relevant competent authorities shall notify the competent authority of an issuer of asset-referenced tokens of the following without delay:

the fact that a third-party as referred to in Article 30(5), point (h) has lost its authorisation as a credit institution as referred to in Article 8 of Directive 2013/36/EU, as a crypto-asset service provider as referred to in Article 53 of this Regulation, as a payment institution as referred to in Article 11 of Directive (EU) 2015/2366, or as an electronic money institution as referred to in Article 3 of Directive 2009/110/EC;

the fact that the members of the issuer’s management body or natural or legal persons that have qualifying holdings in the issuer have breached national provisions transposing Directive (EU) 2015/849 of the European Parliament and of the Council1 in respect of money laundering or terrorism financing.

Competent authorities shall withdraw the authorisation of an issuer of asset-referenced tokens where they are of the opinion that the facts referred to in paragraph 2, points (a) and (b), affect the good repute of the management body of that issuer, or of any natural or legal persons that have qualifying holdings in the issuer, or if there is an indication of a failure of the governance arrangements or internal control mechanisms as referred to in Article 30.

Issuers of asset-referenced tokens shall also notify the competent authority of their home Member States of any intended change of the issuer’s business model likely to have a significant influence on the purchase decision of any actual or potential holder of asset-referenced tokens, which occurs after the authorisation mentioned in Article 19 or the approval of the white paper pursuant Article 15a, including in the context of the Article 19b. Such changes include, among others, any material modifications to:

the governance arrangements, including reporting lines to the management body and risk management framework

the reserve assets and the custody of the reserve assets;

the rights granted to the holders of asset-referenced tokens;

the mechanism through which asset-referenced tokens are issued and redeemed;

the protocols for validating the transactions in asset-referenced tokens;

the functioning of the issuer’s proprietary DLT, where the asset-referenced tokens are issued, transferred and stored on such a DLT;

the mechanisms to ensure the liquidity of asset-referenced tokens, including the liquidity management policy for issuers of significant asset-referenced tokens;

the arrangements with third parties, including for managing the reserve assets and the investment of the reserve, the custody of reserve assets, and, where applicable, the distribution of the asset-referenced tokens to the public;

[moved up]

the complaint handling procedure;

the money laundering and terrorist financing risk assessment and general policies and procedures.

Where any intended change as referred to in paragraph 1 has been notified to the competent authority, the issuer of asset-referenced tokens shall produce a draft modified crypto-asset white paper and shall ensure that the order of the information appearing there is consistent with that of the original crypto-asset white paper.

Where approving the modified crypto-asset white paper, the competent authority may request the issuer of asset-referenced tokens:

to put in place mechanisms to ensure the protection of holders of asset-referenced tokens, when a potential modification of the issuer’s operations can have a material effect on the value, stability, or risks of the asset-referenced tokens or the reserve assets;

to take any appropriate corrective measures to address concerns related to financial stability, the smooth operation of payment systems, or market integrity.

The competent authority shall communicate the modified white paper to the ESMA, the single point of contact of the host Member States, the EBA, the ECB within two working days after granting approval.

Where an issuer, or its administrative, management or supervisory bodies have infringed Article 17, by providing in its crypto-asset white paper or in a modified crypto-asset white paper information which is not complete, fair or clear or by providing information which is misleading, a holder of such asset-referenced tokens may claim damages from that issuer of asset-referenced tokens or its bodies for damage caused to her or him due to that infringement.

It shall be the responsibility of the holders of asset-referenced tokens to present evidence indicating that the issuer of asset-referenced tokens has infringed Article 17 and that such an infringement had an impact on his or her decision to buy, sell or exchange the said asset-referenced tokens.

A holder of asset-referenced tokens shall not be able to claim damages for the information provided in a summary as required in Article 17, including the translation thereof, except where:

the summary is misleading, inaccurate or inconsistent when read together with the other parts of the crypto-asset white paper;

the summary does not provide, when read together with the other parts of the crypto-asset white paper, key information in order to aid potential holders when considering whether to purchase such asset-referenced tokens.

This Article is without prejudice to further civil liability claims in accordance with national law.

Issuers of asset-referenced tokens shall:

act honestly, fairly and professionally;

communicate with the holders and potential holders of asset-referenced tokens in a fair, clear and not misleading manner.

Issuers of asset-referenced tokens shall act in the best interests of the holders of such tokens and shall treat them equally, unless any preferential treatment is disclosed in the crypto-asset white paper, and, where applicable, the marketing communications.

Any marketing communications relating to an offer to the public of asset-referenced tokens, or to the admission of such asset-referenced tokens to trading on a trading platform for crypto-assets, shall comply with all of the following:

the marketing communications shall be clearly identifiable as such;

the information in the marketing communications shall be fair, clear and not misleading;

the information in the marketing communications shall be consistent with the information in the crypto-asset white paper;

the marketing communications shall clearly state that a crypto-asset white paper has been published and indicate the address of the website of the issuer of the crypto-assets, as well as an email address and a telephone number of the issuer.

[deleted]

Marketing communications and the respective modifications shall be published on the issuer’s website.

Prior to the publication of the white paper no marketing communications can be disseminated. Such restriction does not affect the ability of the issuer to conduct market soundings.

Issuers of asset-referenced tokens shall in a clear, accurate and transparent manner disclose, on a publicly and easily accessible place on their website, the amount of asset-referenced tokens in circulation, and the value and the composition of the reserve assets referred to in Article 32. Such information shall be updated at least once a month.

Issuers of asset-referenced tokens shall publish as soon as possible on a publicly and easily accessible place on their website a brief, clear, accurate and transparent summary of the audit report as well as the full and unredacted audit report in relation to the reserve assets referred to in Article 32.

Without prejudice to Article 77, issuers of asset-referenced tokens shall as soon as possible and in a clear, accurate and transparent manner disclose on their website any event that has or is likely to have a significant effect on the value of the asset-referenced tokens, or on the reserve assets referred to in Article 32.

Issuers of asset-referenced tokens shall establish and maintain effective and transparent procedures for the prompt, fair and consistent handling of complaints received from holders of asset-referenced tokens and other interested parties, including consumer associations which represent holders of asset-referenced tokens. Where the asset-referenced tokens are distributed, totally or partially, by third-party entities as referred to in Article 30(5) point (h), issuers of asset-referenced tokens shall establish procedures to facilitate the handling of such complaints between holders of asset-referenced tokens and such third-party entities.

Holders of asset-referenced tokens shall be able to file complaints with the issuers of their asset-referenced tokens free of charge.

Issuers of asset-referenced tokens shall develop and make available to clients a template for filing complaints and shall keep a record of all complaints received and any measures taken in response thereof.

Issuers of asset-referenced tokens shall investigate all complaints in a timely and fair manner and communicate the outcome of such investigations to the holders of their asset-referenced tokens within a reasonable period of time.

The EBA, in close cooperation with ESMA, shall develop draft implementing technical standards to specify the requirements, templates and procedures for complaint handling.

Issuers of asset-referenced tokens shall implement and maintain effective policies and procedures to identify, prevent, manage and disclose conflicts of interest between themselves and:

their shareholders;

the members of their management body;

their employees;

any natural or legal persons that have qualifying holdings in the issuer;

the holders of asset-referenced tokens;

any third party providing one of the functions as referred in Article 30(5), point (h);

[deleted].

Issuers of asset-referenced tokens shall disclose to the holders of their asset-referenced tokens the general nature and sources of conflicts of interest and the steps taken to mitigate them.

Such disclosure shall be made on the website of the issuer of asset-referenced tokens in a prominent place.

The disclosure referred to in paragraph 3 shall be sufficiently precise to enable holders of their asset-referenced tokens to take an informed purchasing decision about the asset-referenced tokens.

The EBA shall develop draft regulatory technical standards to specify:

the requirements for the policies and procedures referred to in paragraph 1;

the details and methodology for the content of the disclosure referred to in paragraphs 2, 3 and 4.

Issuers of asset-referenced tokens shall have robust governance arrangements, including a clear organisational structure with well-defined, transparent and consistent lines of responsibility, effective processes to identify, manage, monitor and report the risks to which it is or might be exposed, and adequate internal control mechanisms, including sound administrative and accounting procedures.

Members of the management body of issuers of asset-referenced tokens shall have sufficiently good repute and possess sufficient knowledge, experience and skills to perform their duties. They shall also demonstrate that they are capable of committing sufficient time to effectively perform their duties.

The management body shall assess and periodically review the effectiveness of the policy arrangements and procedures put in place to comply with the obligations set out in Chapters 2, 3, 5 and 6 of this Title and take appropriate measures to address any deficiencies.

Natural or legal persons that have qualifying holdings in issuers of asset-referenced tokens shall have sufficiently good repute.

[deleted]

Issuers of asset-referenced tokens shall adopt policies and procedures that are sufficiently effective to ensure compliance with this Regulation, including compliance of its managers and employees with all the provisions of this Title. In particular, issuers of asset-referenced tokens shall establish, maintain and implement policies and procedures on:

the reserve of assets referred to in Article 32;

the custody of the reserve assets, including the segregation of assets, as specified in Article 33;

the rights or the absence of rights granted to the holders of asset-referenced tokens, as specified in Article 35;

the mechanism through which asset-referenced tokens are issued, and redeemed;

the protocols for validating transactions in asset-referenced tokens;

the functioning of the issuer’s proprietary DLT, where the asset-referenced tokens are issued, transferred and stored on such DLT or similar technology that is operated by the issuer or a third party acting on its behalf;

the mechanisms to ensure the liquidity of asset-referenced tokens, including the liquidity management policy for issuers of significant asset-referenced tokens;

arrangements with third-party entities for operating the reserve of assets, and for the investment of the reserve assets, the custody of the reserve assets, and, where applicable, the distribution of the asset-referenced tokens to the public;

the written consent of the issuer of the asset referenced token given to entities which may offer or admit to trading the asset-referenced token;

complaint handling, as specified in Article 27;

conflicts of interests, as specified in Article 28;

[deleted]

Unless they have initiated a plan as referred to in Article 42, issuers of asset-referenced tokens shall employ appropriate and proportionate systems, resources and procedures to ensure the continued and regular performance of their services and activities. To that end, issuers of asset-referenced tokens shall maintain all their systems and security access protocols to appropriate Union standards.

When the issuer of asset-referenced tokens decides to discontinue providing services and activities, such as issuing the asset-referenced token, it shall present a plan to the competent authority for such discontinuation, for approval by the competent authority. The discontinuation of the asset-referenced token may trigger the implementation of the plan referred to in Article 42 where the issuer is unable or likely to be unable to comply with its obligations.

Issuers of asset-referenced tokens shall identify sources of operational risk and minimise those risks through the development of appropriate systems, controls and procedures.

Issuers of asset-referenced tokens shall establish a business continuity policy and plans that ensure, in case of an interruption of their systems and procedures, the preservation of essential data and functions and the maintenance of their activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of their activities.

Issuers of asset-referenced tokens shall have internal control mechanisms and effective procedures for risk management, including effective control and safeguard arrangements for managing ICT systems as required by Regulation (EU) 2021/xx of the European Parliament and of the Council. The procedures shall provide for a comprehensive assessment relating to the reliance on third-party entities as referred to in paragraph 5, point (h). Issuers of asset-referenced tokens shall monitor and evaluate on a regular basis the adequacy and effectiveness of the internal control mechanisms and procedures for risk assessment and take appropriate measures to address any deficiencies.

Issuers of asset-referenced tokens shall have systems and procedures in place that are adequate to safeguard the security, integrity and confidentiality of information as required by Regulation (EU) 2021/xx of the European parliament and of the Council on digital operational resilience and in line with Regulation (EU) 2016/679 of the European parliament and of the Council (General Data Protection Regulation). Those systems shall record and safeguard relevant data and information collected and produced in the course of the issuers’ activities.

Issuers of asset-referenced tokens shall ensure that they are regularly audited by independent auditors. The results of those audits shall be communicated to the management body of the issuer concerned and made available to the competent authority.

The EBA, in close cooperation with ESMA and the ECB, shall develop guidelines specifying the minimum content of the governance arrangements on:

the monitoring tools for the risks referred to in paragraph 1 and in the paragraph 7;

the internal control mechanism referred to in paragraphs 1 and 9;

the business continuity plan referred to in paragraph 8;

the audits referred to in paragraph 11, including the minimum documentation to be used in the audit.

When developing these regulatory technical standards, EBA shall take into account the provisions on governance requirements in existing Union financial services legislation, including Directive 2014/65/EU.

Issuers of asset-referenced tokens shall, at all times, have own funds equal to an amount of at least the highest of the following:

EUR 350 000;

2% of the average amount of the reserve assets referred to in Article 32;

a quarter of the fixed overheads of the preceding year, to be reviewed annually and calculated in accordance with Article 60(6).

The own funds referred to in paragraph 1 shall consist of the Common Equity Tier 1 items and instruments referred to in Articles 26 to 30 of Regulation (EU) No 575/2013 after the deductions in full, pursuant to Article 36 of that Regulation, without the application of threshold exemptions referred to in Articles 46(4) and 48 of that Regulation.

Competent authorities of the home Member States may require issuers of asset-referenced tokens to hold an amount of own funds which is up to 20 % higher than the amount resulting from the application of paragraph 1, point (b) where an assessment of any of the following indicates a higher degree of risk:

the evaluation of the risk-management processes and internal control mechanisms of the issuer of asset-referenced tokens as referred to in Article 30, paragraphs 1, 7 and 9;

the quality and volatility of the reserve assets referred to in Article 32;

the types of rights granted by the issuer of asset-referenced tokens to holders of asset-referenced tokens in accordance with Article 35;

where the reserve of assets includes investments, the risks posed by the investment policy on the reserve of assets;

the aggregate value and number of transactions carried out in asset-referenced tokens;

the importance of the markets on which the asset-referenced tokens are offered and marketed;

where applicable, the market capitalisation of the asset-referenced tokens.

Competent authorities of the home Member States may require issuers of asset-referenced tokens which are not significant to comply with any requirement set out in Article 41, where necessary, to address the higher degree of risks identified in accordance with paragraph 3, or any other risks that Article 41 aims to address, such as liquidity risks.

Without prejudice to paragraph 3, issuers of asset-referenced tokens shall conduct, on a regular basis, stress testing that takes into account severe but plausible financial stress scenarios, such as interest rate shocks, and non-financial stress scenarios, such as operational risk. Based on the outcome of such stress testing, the competent authorities of the home Member States shall require issuers of asset-referenced tokens to hold an amount of own funds that is between 20% and 40% higher than the amount resulting from the application of paragraph 1, point (b), in certain circumstances given the risk outlook and stress testing results.

The EBA, in close cooperation with ESMA and the ECB, shall develop draft regulatory technical standards further specifying:

the methodology for the calculation of the own funds set out in paragraph 1;

the procedure and timeframe for an issuer of significant asset-referenced tokens to adjust to higher own funds requirements as set out in paragraph 3;

the criteria for requiring higher own funds, as set out in paragraph 3;

the minimum requirements for the design of stress testing programmes, taking into account the size, complexity and nature of the asset-referenced tokens, including but not limited to a) the types of stress testing and their main objectives and applications; b) the frequency of the different stress testing exercises; c) the internal governance arrangements; d) the relevant data infrastructure; e) the methodology and the plausibility of assumptions, and the application of the proportionality principle to all of these minimum requirements, whether quantitative or qualitative. The minimum periodicity of the stress tests and the common reference parameters of the stress test scenarios, in accordance with paragraph 3a.

Issuers of asset-referenced tokens shall at all times constitute and maintain a reserve of assets.

The reserve of assets shall be insulated from the issuer’s estate, and from the reserve of assets of other tokens, in the interest of the holders of tokens under relevant law, such that creditors of the issuers have no recourse on the reserve of assets, in particular in the event of insolvency.

The issuer of asset-referenced tokens shall ensure that the reserve of assets is operationally segregated from the issuer’s estate, and from the reserve of assets of other tokens.

The reserve of assets shall be composed and managed in such a way that the risks associated to the assets referenced by the asset-referenced tokens are covered.

The reserve of assets shall be composed and managed in such a way that the liquidity risks associated to the permanent redemption rights of the holders are addressed.

The EBA, in close cooperation with ESMA and the ECB, shall develop draft regulatory technical standards further specifying the liquidity requirements, taking into account the size, complexity and nature of the reserve assets and of the asset-referenced token itself.

the relevant percentage of the reserve of assets according to daily maturities, including the percentage of reserve repurchase agreements that are able to be terminated by giving prior notice of one working day, or the percentage of cash that is able to be withdrawn by giving prior notice of one working day;

the relevant percentage of the reserve of assets according to weekly, including, the percentage of reverse repurchase agreements that are able to be terminated by giving prior notice of five working days, or the percentage of cash that is able to be withdrawn by giving prior notice of five working days; or

other relevant maturities, and overall techniques for liquidity management;

the minimum amounts in each official currency referenced to be held as deposits in credit institutions, which cannot be inferior than 30% of the amount referenced in each official currencies;

Issuers that offer two or more categories of asset-referenced tokens to the public shall operate and maintain segregated pools of reserves of assets for each category of asset-referenced tokens. Each of these pools of reserve of assets shall be managed separately.

The management bodies of issuers of asset-referenced tokens shall ensure effective and prudent management of the reserve of assets. The issuers shall ensure that issuance and redemption of asset-referenced tokens is always matched by a corresponding increase or decrease of the reserve of assets.

Issuers of asset-referenced tokens shall have a clear and detailed policy describing the stabilisation mechanism of such tokens. That policy and procedure shall in particular:

list the reference assets to which the asset-referenced tokens aim at stabilising their value and the composition of such reference assets;

describe the type of assets and the precise allocation of assets that are included in the reserve of assets;

contain a detailed assessment of the risks, including credit risk, market risk, concentration risk and liquidity risk resulting from the reserve assets;

describe the procedure by which the asset-referenced tokens are issued and redeemed, and the procedure by which such issuance and redemption will result in a corresponding increase and decrease of the reserve of assets;

mention whether a part of the reserve of assets is invested as provided in Article 34;

where issuers of asset-referenced tokens invest a part of the reserve of assets as provided in Article 34, describe in detail the investment policy and contain an assessment of how that investment policy can affect the value of the reserve of assets;

describe the procedure to purchase asset-referenced tokens and to redeem such tokens against the reserve of assets, and list the persons or categories of persons who are entitled to do so.

Without prejudice to Article 30(11), issuers of asset-referenced tokens shall mandate an independent audit of the reserve assets every six months, assessing the compliance with the rules of this Chapter, as of the date of its authorisation as referred to in Article 19, or of the date of issuing the asset-referenced tokens for the first time in accordance with Article 15a.

the issuer has been required to implement recovery arrangement or measures in accordance with Article 41a(3);

the issuer has been required to implement a redemption plan in accordance with Article 42;

it is deemed necessary to protect the economic interests of holders of the asset referenced token;

it is deemed necessary to avoid a significant adverse effect on the financial system of the home Member State or another Member State.

The valuation referred to in paragraph 3 at market prices shall be made by using mark-to-market, as defined in point 8 of Article 2 of [the MMF Regulation] whenever possible.

the reserve asset shall be valued at the more prudent side of bid and offer unless the reserve asset can be closed out at mid-market;

only good quality market data shall be used; such data shall be assessed on the basis of all of the following factors:

the number and quality of the counterparties;

the volume and turnover in the market of the reserve asset;

size of the reserve of assets.

Where use of mark-to-market is not possible or the market data is not of sufficient quality, a reserve asset shall be valued conservatively by using mark-to-model, as defined in point 9 of Article 2 of [the MMF Regulation].

the volume and turnover in the market of that reserve asset;

the size of the reserve of assets;

market risk, interest rate risk, credit risk attached to the reserve asset.

Issuers of asset-referenced tokens shall establish, maintain and implement custody policies, procedures and contractual arrangements that ensure at all times that:

[moved to Article 32]

the reserve assets are not encumbered nor pledged as a ‘financial collateral arrangement’ within the meaning of Article 2(1), point (a) of Directive 2002/47/EC38 of the European Parliament and of the Council;

the reserve assets are held in custody in accordance with paragraph 4;

the issuers of asset-referenced tokens have prompt access to the reserve assets to meet any redemption requests from the holders of asset-referenced tokens;

concentration in the custodians of reserve assets are avoided;

concentration risks in the reserve assets are avoided.

The reserve assets shall be held in custody by no later than 5 working days after the issuance of the asset-referenced tokens by:

a crypto-asset service provider providing services referred to in Article 3(1), point (10), where the reserve assets take the form of crypto-assets;

a credit institution for all types of reserve assets;

an investment firm where the reserve assets take the form of financial instruments, that provides the ancillary service of safekeeping and administration of financial instruments for the account of clients as defined in Annex I, Section B, to Directive (EU) 2014/65.

Issuers of asset-referenced tokens shall exercise all due skill, care and diligence in the selection, appointment and review of crypto-asset service providers, credit institutions and investment firms appointed as custodians of the reserve assets in accordance with paragraph 2. The custodian shall be a legal person different from the issuer.

The reserve assets held on behalf of issuers of asset-referenced tokens shall be entrusted to credit institutions, crypto-asset service providers or investment firms appointed in accordance with paragraph 3 in the following manner:

credit institutions shall hold in custody funds in an account opened in the credit institutions’ books;

for financial instruments that can be held in custody, credit institutions or investment firms shall hold in custody all financial instruments that can be registered in a financial instruments account opened in the credit institutions’ or investments firms’ books and all financial instruments that can be physically delivered to such credit institutions or investment firms;

for crypto-assets that can be held in custody, the crypto-asset service providers shall hold the crypto-assets included in the reserve assets or the means of access to such crypto-assets, where applicable, in the form of private cryptographic keys;

for other assets, the credit institutions shall verify the ownership of the issuers of the asset-referenced tokens and shall maintain a record of those reserve assets for which they are satisfied that the issuers of the asset-referenced tokens own those reserve assets.

The appointment of a credit institution, a crypto-asset service provider or a investment firm as custodian of the reserve assets in accordance with paragraph 3 shall be evidenced by a written contract as referred to in Article 30(5), second subparagraph. Those contracts shall, amongst others, regulate the flow of information deemed necessary to enable the issuers of asset-referenced tokens and the credit institutions, the crypto-assets service providers and the investment firms to perform their functions.

The credit institutions, crypto-asset service providers and investment firms that have been appointed as custodians in accordance with paragraph 3 shall act honestly, fairly, professionally, independently and in the interest of the issuer of the asset-referenced tokens and the holders of such tokens.

The credit institutions, crypto-asset service providers and investment firms that have been appointed as custodians in accordance with paragraph 3 shall not carry out activities with regard to issuers of asset-referenced tokens that may create conflicts of interest between those issuers, the holders of the asset-referenced tokens, and themselves unless all of the following conditions have been complied with:

the credit institutions, the crypto-asset service providers or the investment firms have functionally and hierarchically separated the performance of their custody tasks from their potentially conflicting tasks;

the potential conflicts of interest have been properly identified, monitored, managed and disclosed by the issuer of the asset-referenced tokens to the holders of the asset-referenced tokens, in accordance with Article 28.

In case of a loss of a financial instrument or a crypto-asset held in custody as referred to in paragraph 4, the credit institution, the crypto-asset service provider or the investment firm that lost that financial instrument or crypto-asset shall return to the issuer of the asset-referenced tokens a financial instrument or a crypto-asset of an identical type or the corresponding value without undue delay. The credit institution, the crypto-asset service provider or the investment firm concerned shall not be liable where it can prove that the loss has arisen as a result of an external event beyond its reasonable control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary.

Issuers of asset-referenced tokens that invest a part of the reserve of assets shall only invest in highly liquid financial instruments with minimal market risk, credit risk and concentration risk. The investments shall be capable of being liquidated rapidly with minimal adverse price effect.

The financial instruments in which the reserve of assets is invested shall be held in custody in accordance with Article 33.

All profits or losses, including fluctuations in the value of the financial instruments referred to in paragraph 1, and any counterparty or operational risks that result from the investment of the reserve of assets shall be borne by the issuer of the asset-referenced tokens.

The EBA shall, in cooperation with the ESMA and the ECB, develop draft regulatory technical standards specifying the financial instruments that can be considered highly liquid and bearing minimal credit and market risk as referred to in paragraph 1. When specifying the financial instruments referred to in paragraph 1, the EBA shall take into account:

the various types of assets that can be referenced by an asset-referenced token;

the correlation between those assets referenced by the asset-referenced token and the highly liquid financial instruments the issuers may invest in;

the conditions for recognition as high quality liquid assets under Article 412 of Regulation (EU) No 575/2013 and Commission Delegated Regulation (EU) 2015/61;

constraints on concentration, preventing the issuer from investing in more than a certain percentage of reserve assets issued by a single body.

constraints on concentration, preventing the issuer from keeping in custody more than a certain percentage of crypto-assets or assets with crypto-asset service providers, investment firms or credit institutions which belong to the same group, as defined in Article 2(11) of Directive 2013/34/EU.

Issuers of asset-referenced tokens shall grant holders redemption rights at all times on the issuer of asset-referenced tokens, and on the reserve assets when the issuer is not able to comply with its obligations in accordance with Chapter 6. The issuer shall establish, maintain and implement clear and detailed policies and procedures on such rights.

Upon request by the holder of asset-referend tokens, the respective issuer must redeem at any moment by paying in funds other than e-money the market value of the asset-referenced tokens held or by delivering the referenced assets. Issuers shall establish a policy on such permanent redemption right setting out:

the conditions, including thresholds, periods and timeframes, for holders of asset-referenced tokens to exercise this right;

the mechanisms and procedures to ensure the redemption of the asset-referenced tokens, including in stressed market circumstances, including in the context of implementation of the plan from Article 41a, or in case of an orderly redemption of asset-referenced tokens as referred to in Article 42;

the valuation, or the principles of valuation, of the asset-referenced tokens and of the reserve assets when this right is exercised by the holder of asset-referenced tokens, including by using the methodology from Article 32(6);

the settlement conditions when this right is exercised

[deleted]

measures the issuers is taking to adequately manage increases or decreases of the reserve, to avoid any adverse impacts on the market of the assets included in the reserve.

[deleted]

[deleted]

Without prejudice of Article 41a, the redemption of asset-referenced tokens shall not be subject to a fee.

[deleted]

No issuer of asset-referenced tokens shall grant interest in relation to asset-referenced tokens.

When providing crypto-asset services related to asset-referenced tokens, crypto-asset service providers shall not grant interest.

For the purposes of the application of the prohibition of interest of paragraphs 1 and 2, any remuneration or any other benefit related to the length of time during which a holder of asset-referenced tokens holds such asset-referenced tokens, shall be treated as interest. This includes net compensation or discount, with an equivalent effect of an interest received by the holder, directly from the issuer or through third parties, directly associated to the asset-referenced token or through the remuneration or pricing of other products.

Any natural or legal person or such persons acting in concert (the ‘proposed acquirer’), who intends to acquire, directly or indirectly, a qualifying holding in an issuer of asset-referenced tokens or to further increase, directly or indirectly, such a qualifying holding so that the proportion of the voting rights or of the capital held would reach or exceed 20 %, 30 % or 50 %, or so that the issuer of asset-referenced tokens would become its subsidiary (the ‘proposed acquisition’), shall notify the competent authority of that issuer thereof in writing, indicating the size of the intended holding and the information required by the regulatory technical standards adopted by the Commission in accordance with Article 38(4).

Any natural or legal person who has taken a decision to dispose, directly or indirectly, of a qualifying holding in an issuer of asset-referenced tokens (the ‘proposed vendor’) shall first notify the competent authority in writing thereof, indicating the size of such holding. Such a person shall likewise notify the competent authority where it has taken a decision to reduce a qualifying holding so that the proportion of the voting rights or of the capital held would fall below 10 %, 20 %, 30 % or 50 % or so that the issuer of asset-referenced tokens would cease to be that person’s subsidiary.

Competent authorities shall promptly and in any event within two working days following receipt of the notification required under paragraph 1 acknowledge receipt thereof in writing.

Competent authorities shall assess the intended acquisition referred to in paragraph 1 and the information required by the regulatory technical standards adopted by the Commission in accordance with Article 38(4), within 60 working days from the date of the written acknowledgement of receipt referred to in paragraph 3.

When performing the assessment referred to in paragraph 4, first subparagraph, competent authorities may request from the persons referred to in paragraph 1 any additional information that is necessary to complete that assessment. Such request shall be made before the assessment is finalised, and in any case no later than on the 50th working day from the date of the written acknowledgement of receipt referred to in paragraph 3. Such requests shall be made in writing and shall specify the additional information needed.

Competent authorities that, upon completion of the assessment, decide to oppose the intended acquisition referred to in paragraph 1 shall notify the persons referred to in paragraph 1 thereof within two working days, but before the date referred to in paragraph 4, second subparagraph, extended, where applicable, in accordance with paragraph 5, second and third subparagraph. That notification shall provide the reasons for that decision.

Where competent authorities do not oppose the intended acquisition referred to in paragraph 1 before the date referred to in paragraph 4, second subparagraph, extended, where applicable, in accordance with paragraph 5, second and third subparagraph, the intended acquisition or intended disposal shall be deemed to be approved.

Competent authorities may set a maximum period for concluding the intended acquisition referred to in paragraph 1, and extend that maximum period where appropriate.

When performing the assessment referred to in Article 37(4), competent authorities shall appraise the suitability of the persons referred to in Article 37(1) and the financial soundness of intended acquisition against all of the following criteria:

the reputation of the persons referred to in Article 37(1);

the reputation, knowledge and experience of any person who will direct the business of the issuer of asset-referenced tokens as a result of the intended acquisition;

the financial soundness of the persons referred to in Article 37(1), in particular in relation to the type of business pursued and envisaged in the issuer of asset-referenced tokens in which the acquisition is intended;

whether the issuer of asset-referenced tokens will be able to comply and continue to comply with the provisions of this Title;

whether there are reasonable grounds to suspect that, in connection with the intended acquisition, money laundering or terrorist financing within the meaning of Article 1 of Directive (EU) 2015/849/EC is being or has been committed or attempted, or that the intended acquisition could increase the risk thereof.

Competent authorities may oppose the intended acquisition only where there are reasonable grounds for doing so on the basis of the criteria set out in paragraph 1 or where the information provided in accordance with Article 37(4) is incomplete or false.

Member States shall not impose any prior conditions in respect of the level of holding that must be acquired nor allow their competent authorities to examine the proposed acquisition in terms of the economic needs of the market.

To ensure consistent application of this Article, EBA, in close cooperation with ESMA, shall develop draft regulatory technical standards specifying detailed content of information that is necessary to carry out the assessment referred to in Article 37(4), first subparagraph and that shall be provided to the competent authorities at the time of the notification referred to in paragraph 37(1). The information required shall be relevant for a prudential assessment, be proportionate and be adapted to the nature of the persons and the intended acquisition referred to in Article 37(1).

The EBA shall classify asset-referenced tokens as significant asset-referenced tokens on the basis of the following criteria, as specified in accordance with paragraph 6 and where at least the same three of the following criteria are met either in the first report following the authorization, as referred to in paragraph 2, or in at least two consecutive reports:

the number of holders of the asset-referenced tokens is larger than 10 million;

the value of the asset-referenced tokens issued, where applicable, their market capitalisation or the size of the reserve of assets of the issuer of the asset-referenced token, is higher than EUR 5 billion;

the number and value of transactions in those asset-referenced tokens, is higher than 2 500 000 transactions and EUR 500 million respectively, per day;

[covered above]

the issuer of the asset-referenced tokens is a provider of core platforms services designated as gatekeeper in accordance with Regulation (EU) …/… (Digital Markets Act).

the significance of the activities of the issuer of the asset-referenced tokens on an international scale, including the use of the asset-referenced tokens for payments and remittances.

the interconnectedness with the financial system.

the fact that the same legal person or other undertaking issues at least one additional asset-referenced token or e-money token, and provides at least one crypto-asset service.

Competent authorities of the issuer’s home Member State shall provide the EBA and the ECB with information on the criteria referred to in paragraph 1 as received in Article 19a and as specified in accordance with paragraph 6 on at least a biannual basis.

Where the EBA is of the opinion that asset-referenced tokens meet the criteria referred to in paragraph 1, as specified in accordance with paragraph 6, the EBA shall prepare a draft decision to that effect and notify that draft decision to the issuers of those asset-referenced tokens and the competent authority of the issuer’s home Member State, to the ECB and to central bank as referred to in paragraph 2.

The EBA shall take its final decision on whether an asset-referenced token is a significant asset-referenced token within 60 working days after the notification referred to in paragraph 3 and immediately notify the issuers of such asset-referenced tokens and their competent authorities thereof.

The supervisory responsibilities on issuers of significant asset-referenced tokens shall be transferred to the EBA 20 working days after the notification of the decision referred to in paragraph 4.

EBA shall assess yearly the eligibility of the asset-referenced tokens under its supervision on the basis of information provided by the issuers.

The EBA shall take its final decision on whether an asset-referenced token is no longer a significant asset-referenced token within 60 working days after receiving the information referred to in paragraph 5a and immediately notify the issuers of such asset-referenced tokens and their competent authorities thereof.

The supervisory responsibilities on issuers of significant asset-referenced tokens shall be transferred to the competent authority of the home Member State 20 working days after the notification of the decision referred to in paragraph 5b.

The Commission shall be empowered to adopt delegated acts in accordance with Article 121 to further specify the criteria set out in paragraph 1 for an asset-referenced token to be deemed significant and determine:

The circumstances under which the activities of the issuer of asset-referenced tokens are considered to be significant on an international scale outside the EU;

[deleted]

[deleted]

[deleted]

[deleted]

[covered above]

the circumstances under which asset-referenced tokens and their issuers shall be considered as interconnected with the financial system;

the circumstances under which the issuance of other asset-referenced tokens, e-money tokens or provision of crypto-asset services should be considered for the purposes of identification of an asset-referenced token as significant;

the content and format of information provided by competent authorities to the EBA under paragraph 2.

the procedure and timeframe for the decisions taken by the EBA under paragraphs 3 to 5.

Applicant issuers of asset-referenced tokens that apply for an authorisation as referred to in Articles 15a and 16, may indicate in their application for authorisation that they wish to classify their asset-referenced tokens as significant asset-referenced tokens. In that case, the competent authority shall immediately notify the request from the prospective issuer to the EBA, to the ECB and to central bank as referred to in Article 39(2).

Where, on the basis of the programme of operation, the EBA is of the opinion that asset-referenced tokens are likely to meet the criteria in accordance with Article 39(1), as specified in accordance with Article 39(6), the EBA shall within 20 working days from receipt of the request mentioned in paragraph 1 prepare a draft decision to that effect and notify that draft decision to the competent authority of the applicant issuer’s home Member State, to the ECB and to central bank as referred to in Article 39(2).

Where, on the basis of the programme of operation, the EBA is of the opinion that asset-referenced tokens are unlikely to meet the criteria referred to in Article 39(1), as specified in accordance with Article 39(6), the EBA shall within 20 working days from receipt of the request mentioned in paragraph 1 prepare a draft decision to that effect and notify that draft decision to the applicant issuer and the competent authority of the applicant issuer’s home Member State, to the ECB and to central bank as referred to in Article 39(2).

The EBA shall take its final decision on whether an asset-referenced token is a significant asset-referenced token within 60 working days after the notification referred to in paragraph 1 and immediately notify the issuers of such asset-referenced tokens and their competent authorities thereof.

Where asset-referenced tokens have been classified as significant in accordance with a decision referred to in paragraph 4, the supervisory responsibilities shall be transferred to the EBA on the date of the decision by which the competent authority grants the authorisation referred to in Article 19(1).

Issuers of significant asset-referenced tokens shall adopt, implement and maintain a remuneration policy that promotes sound and effective risk management of such issuers and that does not create incentives to relax risk standards.

Issuers of significant asset-referenced tokens shall ensure that such tokens can be held in custody by different crypto-asset service providers authorised for the service referred to in Article 3(1) point (10), including by crypto-asset service providers that do not belong to the same group, as defined in Article 2(11) of Directive 2013/34/EU of the European Parliament and of the Council, on a fair, reasonable and non-discriminatory basis.

Issuers of significant asset-referenced tokens shall assess and monitor the liquidity needs to meet redemption requests by holders of asset-referenced tokens. For that purpose, issuers of significant asset-referenced tokens shall establish, maintain and implement a liquidity management policy and procedures. That policy and those procedures shall ensure that the reserve assets have a resilient liquidity profile that enable issuer of significant asset-referenced tokens to continue operating normally, including under liquidity stressed scenarios.

Issuers of significant asset-referenced tokens shall conduct liquidity stress testing, on a regular basis, and depending on the outcome of such tests, the EBA may decide to strengthen the liquidity risk requirements referred to in Article 32(1d) and paragraph (6) point aa).

The percentage referred to in Article 31(1), point (b), shall be set at 3% of the average amount of the reserve assets for issuers of significant asset-referenced tokens.

Where several issuers offer the same asset-referenced token that is classified as significant, each of those issuers shall be subject to the requirements set out in the paragraphs 1 to 4.

The EBA, in close cooperation with ESMA, shall develop draft regulatory technical standards specifying:

the minimum content of the governance arrangements on the remuneration policy referred to in paragraph 1;

liquidity requirements and the minimum contents of the liquidity management policy as set out in paragraph 3, including the minimum amount of deposits in each official currency referenced, which cannot be inferior than 60% of the amount referenced in each official currencies;

the procedure and timeframe for an issuer of significant asset-referenced tokens to adjust to higher own funds requirements as set out in paragraph 4.

The EBA, in close cooperation with ESMA and the ECB, shall issue guidelines with a view to establishing the common reference parameters of the stress test scenarios to be included in the stress tests in accordance with paragraph 3a. The guidelines shall be updated periodically taking into account the latest market developments.

An issuer of asset-referenced tokens shall draw up and maintain a recovery plan providing for measures to be taken by the issuer to restore the compliance with the requirements applicable to the reserve of assets when the issuer fails to comply with those requirements.

liquidity fees on redemptions;

limits to the amount of asset-referenced tokens to be redeemed on any working day;

suspension of redemptions.

The issuer of asset-referenced tokens shall notify the recovery plan to the competent authority within 6 months after authorisation, or of the date of issuing the asset-referenced tokens for the first time in accordance with Article 15a. The competent authority shall require amendments where necessary to ensure a proper implementation of the plan referred to in paragraph 1 and notify its decision to the issuer within 40 working days. Any such request of the competent authority has to be implemented by the issuer within 40 working days. The recovery plan shall be reviewed and updated regularly.

Where the issuer fails to comply with requirements applicable to the reserve of assets or, due to a rapidly deteriorating financial condition, is likely in the near future to not comply with requirements applicable to the reserve of assets, the competent authority shall have the power to require the issuer to implement one or more of the arrangements or measures set out in the recovery plan or to update such a recovery plan when the circumstances are different from the assumptions set out in the initial recovery plan and implement one or more of the arrangements or measures set out in the updated plan within a specific timeframe and in order to ensure compliance with applicable requirements.

In the circumstances under paragraph 3, the competent authority shall have the power to temporarily suspend redemption of asset-referenced tokens, provided that the suspension is justified having regard to the interests of the holders of asset-referenced tokens and the financial stability.

Where applicable, the competent authority shall notify the resolution and prudential supervisory authorities of the issuer of any measure taken according to paragraphs 3 and 4.

EBA, after consultation of the ESMA, shall issue guidelines to specify the format of the recovery plan and the information to be contained in the recovery plan.

Issuers of asset-referenced tokens shall draw up and maintain an operational plan to support an orderly redemption of each asset-referenced tokens to be implemented upon a decision by the competent authority where the issuer is unable or likely to be unable to comply with its obligations, including in the case of insolvency or resolution, where applicable, or withdrawal of authorisation of the issuer without prejudice to the commencement of a crisis prevention measure or crisis management measure as defined is Article 2(1), point (101) and (102) of Directive 59/2014/EU or resolution measure as defined in Article 2, point (11) of Regulation (EU) 2021/23.

The plan referred to in paragraph 1 shall demonstrate the ability of the issuer of asset-referenced tokens to carry out the redemption of outstanding asset-referenced tokens issued without causing undue economic harm to their holders or to the stability of the markets of the reserve assets.

The issuer of asset-referenced tokens shall notify the plan referred to in paragraph 1 to the competent authority within 6 months after authorisation, or of the date of issuing the asset-referenced tokens for the first time in accordance with Article 15a. The competent authority shall require amendments where necessary to ensure a proper implementation of the plan referred to in paragraph 1 and notify its decision to the issuer within 40 working days. Any such request of the competent authority has to be implemented by the issuer within 40 working days. The plan shall be reviewed and updated regularly.

Where applicable, the competent authority shall notify the resolution authority and prudential supervisory authority of the issuer of the plan referred to in paragraph 1.

EBA shall issue guidelines on

the content of the plan referred to in paragraph 1 and on the periodicity for review taking into account the size, complexity, nature and business model of the asset-referenced token;

the triggers for implementation of the plan referred to in paragraph 1.