Article 14 Obligations of offerors and persons seeking admission to trading of crypto-assets other than asset-referenced tokens or e-money tokens

Summary What does Article 14 of the MiCA regulation say?

This article sets out the conduct standards that offerors and persons seeking admission to trading of crypto-assets (excluding asset-referenced tokens and e-money tokens) must meet.

It establishes a baseline of fair and professional behaviour, requiring these actors to act in the best interests of holders, manage conflicts of interest, and maintain secure systems in line with Union standards.

It also addresses what must happen when an offer is cancelled, ensuring holders are protected.

Article 14 sits alongside Articles 4 and 5, which govern the conditions for making a public offer or seeking admission to trading — this article adds the ongoing behavioural obligations that run in parallel with those requirements.

Important points:

Act honestly, fairly and professionally, communicate clearly with holders, manage conflicts of interest, and keep systems up to Union security standards.
Treat all crypto-asset holders equally, unless preferential treatment is explicitly disclosed in the crypto-asset white paper and, where applicable, the marketing communications.
If a public offer is cancelled, return all collected funds to holders or prospective holders within 25 calendar days of the cancellation date.

Springlex's summary of the article, a reading aid, not a substitute for the legal text.

1. Offerors and persons seeking admission to trading of crypto-assets other than asset-referenced tokens or e-money tokens shall:
  1. act honestly, fairly and professionally;
  2. communicate with holders and prospective holders of the crypto-assets in a fair, clear and not misleading manner;
  3. identify, prevent, manage and disclose any conflicts of interest that might arise;
  4. maintain all of their systems and security access protocols in conformity with the appropriate Union standards.
2. For the purposes of point (d) of the first subparagraph, ESMA, in cooperation with EBA, shall by 30 December 2024 issue guidelines in accordance with Article 16 of Regulation (EU) No 1095/2010 to specify those Union standards.
1. Offerors and persons seeking admission to trading of crypto-assets other than asset-referenced tokens or e-money tokens shall act in the best interests of the holders of such crypto-assets and shall treat them equally, unless any preferential treatment of specific holders and the reasons for that preferential treatment are disclosed in the crypto-asset white paper and, where applicable, the marketing communications.
1. Where an offer to the public of a crypto-asset other than an asset-referenced token or e-money token is cancelled, offerors of such crypto-asset shall ensure that any funds collected from holders or prospective holders are duly returned to them no later than 25 calendar days after the date of cancellation.

Relevant recitals

Recital 29 Consumer protection laws remain applicable

Even though some offers of crypto-assets other than asset-referenced tokens or e-money tokens are exempt from various obligations of this Regulation, Union legislative acts that ensure consumer protection, such as Directive 2005/29/EC of the European Parliament and of the Council(¹⁴) or Council Directive 93/13/EEC(¹⁵), including any information obligations contained therein, remain applicable to offers to the public of crypto-assets where they concern business-to-consumer relationships.

Recital 36 Safeguarding and return of raised assets

Offerors of crypto-assets other than asset-referenced tokens or e-money tokens should have effective arrangements in place to monitor and safeguard the funds or other crypto-assets raised during their offer to the public. Those arrangements should also ensure that any funds or other crypto-assets collected from holders or prospective holders are duly returned as soon as possible where an offer to the public is cancelled for any reason. The offeror should ensure that the funds or other crypto-assets collected during the offer to the public are safeguarded by a third party.

Recital 38 Conduct, conflicts, and security standards for offerors

Offerors and persons seeking admission to trading of crypto-assets other than asset-referenced tokens or e-money tokens should act honestly, fairly and professionally, should communicate with holders and prospective holders of crypto-assets in a manner that is fair, clear and not misleading, should identify, prevent, manage and disclose conflicts of interest, and should have effective administrative arrangements to ensure that their systems and security protocols meet Union standards. In order to assist competent authorities in their supervisory tasks, ESMA, in close cooperation with EBA, should be mandated to issue guidelines on those systems and security protocols in order to further specify those Union standards.

Table of contents

Springlex and this text is meant purely as a documentation tool and has no legal effect. No liability is assumed for its content. The authentic version of this act is the one published in the Official Journal of the European Union.