Expert Legal Consulting for Token Issuance in Ireland Under EU MiCA

To issue a token in Ireland, the first step is a precise legal classification. MiCA divides crypto-assets into three distinct categories, each with its own level of scrutiny and compliance burden. 

Some tokens may qualify as financial instruments, which means they are subject to additional regulatory requirements, including licensing and investor protection measures. 

MiCA also covers initial coin offerings (ICOs), providing a clear framework for their classification and regulation within the European market.

1. Other Crypto-Assets (Utility Tokens and General Assets)

Falling under Title II of MiCA, this is the broadest category. It includes utility tokens (giving access to a service) and other assets that do not qualify as stablecoins.

• Authorisation: No prior “license” or authorisation is required for the issuer, provided they are a legal person;
• Requirements: Issuers must draw up a MiCA-compliant Whitepaper and notify the Central Bank of Ireland at least 20 working days before publication. Technical specifications should include details on the use of distributed ledger technology as the underlying infrastructure for these tokens;
• Governance: Basic conduct-of-business rules apply, ensuring honesty and fair treatment of token holders. MiCA also includes provisions to protect consumers from fraud, market manipulation, and misleading marketing practices, and to ensure market integrity in the issuance of other crypto-assets.

2. Asset-Referenced Tokens (ARTs)

Under Title III, ARTs are crypto-assets that maintain a stable value by referencing multiple currencies, commodities, or other crypto-assets.

• Authorisation: Mandatory authorisation from the CBI is required unless the issuer is a credit institution or the issuance is below certain thresholds (€5 million over 12 months);
• Capital Requirements: Issuers must maintain their own funds of at least €350,000, 2% of the average amount of the reserve assets or a quarter of the fixed overheads of the preceding year. The issuer must maintain its own funds equal to the highest of these three amounts;
• Reserves: Strict rules on the custody and investment of reserve assets to ensure holder redemption rights at any time;
• Governance and Compliance: MiCA includes measures to prevent market abuse, such as insider dealing or market manipulation. Issuers must ensure compliance with these requirements to protect investors and maintain transparency in the market.

3. E-Money Tokens (EMTs)

Regulated by Title IV, EMTs reference the value of a single official currency (e.g., a “Euro-stablecoin”).

• Issuer Status: Only Credit Institutions (Banks) or Electronic Money Institutions (EMIs) authorised by the CBI are permitted to issue EMTs;
• Compliance: They must comply with both the E-Money Directive (EMD2) and MiCA Title IV requirements;

Liquidity: As per Article 54 of MiCA, at least 30% of the funds received must be deposited in separate accounts in credit institutions. The remaining funds are to be invested in secure, low-risk assets denominated in the same official currency.

The Central Bank of Ireland maintains high standards for any entity seeking to issue digital assets. 

Firms seeking authorisation must ensure compliance with MiCA requirements, as CASPs operating in Ireland are required to obtain authorisation from the Central Bank of Ireland before offering crypto-asset services. 

The application process involves several stages, including pre-application engagement and the submission of a comprehensive application form as part of the authorisation procedure. 

The MiCA Whitepaper (The “Prospectus” of Crypto)

The Whitepaper is the most critical document for any issuer. It must also include information relevant to crypto asset services provided by the issuer, as required under MiCA. According to Annex I (for Other Assets), Annex II (for ARTs), and Annex III (for EMTs), the document must include:

• Detailed Issuer Identity: Background on directors, management, and UBOs;
• The Project Roadmap: Clear description of the protocol, the utility of the token, and the use of proceeds;
• Technical Specifications: Information on the DLT/Blockchain protocol used;
• Rights and Obligations: Specific details on redemption rights, governance power, and fees;
• Mandatory Risk Warnings: Standardised warnings about volatility and the potential for total loss of capital;
• Environmental Impact: Disclosures regarding the consensus mechanism’s energy consumption and carbon footprint.

Substance and Governance

The CBI will not permit “brass-plate” operations. It sets clear supervision expectations for issuers, outlining the standards and principles that must be met throughout the authorisation and ongoing supervision process. 

Engaging in robust discussions with the CBI during the authorisation process is essential for addressing feedback and ensuring these standards are met efficiently. 

An Irish issuer must demonstrate:

1. Local Presence: A physical office and a “Mind and Management” located in Ireland;
2. Fit and Proper Personnel: Directors and senior management must pass the CBI’s Fit and Proper (F&P) tests, demonstrating integrity and professional competence;
3. Conflict of Interest Policies: Clear mechanisms to ensure the issuer acts in the best interest of token holders.

At LegalBison, we simplify the complexities of the Central Bank of Ireland’s requirements, offering a fast-tracked, turnkey solution for your MiCA token issuance. Our team of expert consultants combines deep technical knowledge with local regulatory experience to ensure your project meets the legal benchmarks and excels in one of the world’s most prestigious financial hubs. We guide the whole process, from drafting a bulletproof Whitepaper to managing your entire communication with the CBI, so you can fully focus on scaling your business. 

Timeframe of a Token Sale in Ireland

Launching a token sale under MiCA in Ireland requires careful scheduling and budgeting. While the regulation harmonises rules across the EU, the specific timelines in Ireland are influenced by the Central Bank of Ireland’s (CBI) rigorous review standards.

The duration of the project depends primarily on the classification of the token:

• Utility Tokens & Other Crypto-Assets: This is the fastest route. The process typically takes 2 to 3 months. This includes company formation, drafting a compliant Whitepaper, and the mandatory 20-working-day notification period to the CBI before the offer can commence;

Asset-Referenced Tokens (ARTs) & E-Money Tokens (EMTs): These require full authorisation, a process that usually spans 6 to 12 months. This includes a pre-application phase, a 25-working-day completeness check by the CBI, and a substantive 40-to-60-working-day assessment period, often extended by “stop-the-clock” requests for additional information.