Public Offerings of Crypto-Assets in the EU: The MiCA Whitepaper, the KNF Notification Obligation, and Sanctions for Breach of the Disclosure Regime

In regulatory commentary of recent months, the MiCA regime is frequently presented as a licensing problem: the CASP authorisation, the application to the Polish Financial Supervision Authority (KNF), the conclusion of the transitional period for entities entered in the register of virtual currency activity. This perspective, while accurate, addresses one of the two strata of Regulation 2023/1114.

The second stratum—the regulation of the public offering of crypto-assets—addresses a different category of market participant: token issuers, founders of DeFi projects, crypto-asset foundations, entities planning ICOs or STOs in the EU jurisdiction. For this category, the question is not “may I provide crypto-asset services” but “may I publicly offer my token within the EU and on what conditions.” The answer is structured, since MiCA divides crypto-assets into three regulatory categories, each subject to its own legal regime.

The present article addresses the whitepaper obligation under Article 6 MiCA for “other crypto-assets,” the special regimes for asset-referenced tokens (ART) and e-money tokens (EMT), the exemptions under Article 4(2), the procedure of notification to the KNF, marketing constraints, and the catalogue of sanctions for breach of the disclosure regime—including the criminal sanction under Article 122 of the Polish Crypto-Asset Market Act (a fine of PLN 10 million and imprisonment of up to two years). Questions concerning the provision of crypto-asset services (the CASP licence) are addressed in separate articles, to which reference is made in due course.

 

Two Strata of the MiCA Regulation: Services and Offerings

Regulation 2023/1114 regulates the crypto-asset market at two parallel levels:

Title V of MiCA (Articles 59–85) addresses the provision of crypto-asset services. This is the CASP regime: who may operate an exchange, hold client crypto-assets in custody, provide trading services, and what conditions must be satisfied to obtain authorisation. Title V addresses intermediaries.

Titles II–IV of MiCA (Articles 4–58) address the public offering of crypto-assets and their admission to trading. Title II (Articles 4–14) governs offerings of “other crypto-assets”—tokens that are neither ART nor EMT, which in practice encompasses most utility tokens, functional tokens, and community tokens. Title III (Articles 16–47) governs the ART regime for tokens referenced to a basket of assets. Title IV (Articles 48–58) governs the EMT regime for tokens constituting e-money. Titles II–IV address issuers.

The distinction carries practical consequences. A company that intends to issue its own token and offer it publicly within the EU market, but does not intend to operate an exchange or to provide custody services, does not require a CASP licence. It must, however, satisfy the disclosure obligations of Title II of MiCA, publish a whitepaper compliant with Article 6, notify the document to the competent supervisory authority, and observe the marketing rules of Article 7. Confusion between these two regimes is the source of the most common strategic errors in crypto-asset projects—both on the side of over-regulation (applying for an unnecessary CASP licence) and under-regulation (publishing an offering without a whitepaper, on the misapprehension that MiCA “does not apply to issuers”).

 

Three Categories of Crypto-Assets in MiCA

MiCA establishes a tripartite division of crypto-assets premised upon their economic construction. The classification determines the applicable regulatory regime.

Asset-referenced tokens (ART) — Article 3(1)(6) MiCA. A crypto-asset whose value is intended to be maintained in a stable relationship to a basket of values or rights, including one or several official currencies. The paradigmatic example is a stablecoin referenced to a basket of gold, currencies, and bonds. ART does not encompass tokens referenced solely to a single official currency; those are EMT.

E-money tokens (EMT) — Article 3(1)(7) MiCA. A crypto-asset whose value is intended to be maintained in a stable relationship to a single official currency. EMT constitute, in substance, electronic money in token form—a functional equivalent of stablecoins such as USDC or EURC.

Other crypto-assets — everything that satisfies neither the ART nor the EMT definition. This category encompasses utility tokens (granting access to a product or service), community tokens, memecoins (to the extent that they satisfy the crypto-asset definition in Article 3(1)(5) MiCA), security tokens of certain construction, and most ecosystem tokens in DeFi projects. The MiCA regime excludes crypto-assets that are unique and non-fungible (NFTs, Article 2(3)) and financial instruments regulated under MiFID II.

In practice, the first task of any regulatory adviser working on a token issuance project is to determine the category to which the projected asset belongs. The classification determines:

Category	Regulatory regime	Issuer authorisation required
Other crypto-assets	Title II (Articles 4–14)	None, but whitepaper and notification required
ART	Title III (Articles 16–47)	Yes — issuer authorisation as a condition of issuance
EMT	Title IV (Articles 48–58)	Yes — issuer must be a credit institution or electronic money institution

Misclassification carries immediate consequences. A token marketed as a “utility token” may in substance satisfy the ART definition—if its economic mechanics involve a value reference to a basket of assets. A token marketed as a “governance token” may constitute a financial instrument within the meaning of MiFID II, in which case MiCA does not apply, but the materially stricter prospectus regime under Regulation 2017/1129 does.

 

The Whitepaper Obligation for Other Crypto-Assets (Article 6 MiCA)

For other crypto-assets, the Title II regime rests upon a principle: no issuer authorisation, but an obligation to publish a whitepaper and to notify it to the competent authority prior to commencement of the public offering.

The content of the whitepaper is prescribed by Article 6 MiCA and Annex I to the Regulation. The document must include:

Information concerning the issuer: legal name, legal form, registration data, ownership structure, members of the management body, professional experience of key persons, description of conflicts of interest.

A description of the crypto-asset project: purpose of issuance, planned use of proceeds, development roadmap, key implementation indicators, description of the token’s utility (for utility tokens), connection to the underlying protocol or application.

A description of the crypto-asset: token type, technology (blockchain, protocol), tokenomics—total supply, distribution schedule, issuance and deflationary mechanisms, allocation among issuer, founders, investors, and community.

Conditions of the public offering: offering volume, price, settlement currency, offering period, conditions of purchase, rights of the purchaser, transfer restrictions, schedule of admission to trading.

Rights and obligations of holders: scope of token-related entitlements, governance mechanisms (where present), burn and redemption conditions, right to information.

Risks: an enumerative list of project-specific risks and general risks of investing in crypto-assets. Annex I requires, among other items, warnings that the crypto-asset may lose its entire value, that crypto-asset markets are highly volatile, and that retail investor protection in EU law is limited by comparison to markets in financial instruments.

Technical information: consensus protocol, validation mechanism, energy consumption (the requirement of Article 6(1)(j) read with Article 66(5) MiCA—information on principal adverse environmental impacts of the consensus mechanism), security audits.

A summary: of no more than 1,500 characters, in accessible language, with a warning that the summary is introductory in character and that investment decisions ought to be made on the basis of the full whitepaper.

The whitepaper must be published in one of the official languages of a Member State in which the crypto-asset is offered, or in a language customary in the sphere of international finance (in practice, English). For offerings in several Member States, a single whitepaper in an international financial language suffices, although the supervisory authority of a host state may require translation of the summary into its official language.

In contradistinction to the prospectus regime under Regulation 2017/1129, the whitepaper does not require approval by a supervisory authority. It requires only notification—submission to the KNF at least twenty working days prior to publication (Article 8(1) MiCA). The KNF does not issue an approval decision, but retains the power, during the notification period, to issue a decision suspending or prohibiting publication where the content of the whitepaper infringes MiCA requirements (Article 12(2)).

 

Exemptions from the Whitepaper Obligation (Article 4(2) MiCA)

The whitepaper regime does not encompass all public offerings of crypto-assets. Article 4(2) MiCA establishes a catalogue of exemptions, the most consequential of which are:

Point (a) — offerings addressed to fewer than 150 natural or legal persons per Member State, acting on their own account. The threshold is calculated on a per-state basis—an offering to 149 persons in Poland and 149 in Germany falls within the exemption, but an offering to 200 persons in Poland does not. The exemption is private in character; in practice, it is employed in offerings addressed to a narrow circle of strategic investors in seed or private-sale phases preceding a public token generation event.

Point (b) — offerings addressed exclusively to qualified investors within the meaning of Regulation 2017/1129. The category encompasses financial institutions, large undertakings satisfying size criteria, and natural persons who have opted in to qualified investor status upon satisfaction of financial-knowledge tests. The exemption permits private placement without a whitepaper.

Point (c) — the aggregate value of the offering within the EU does not exceed EUR 1,000,000 over a twelve-month period. The threshold is calculated aggregately across all Member States. Upon exceeding the threshold, the issuer has twelve months from the date of the first offering within which to publish a whitepaper, should it intend to continue the offering.

Point (d) — crypto-assets offered free of charge, that is, an airdrop without consideration on the part of the recipient. The notion of “free of charge” requires cautious interpretation; an airdrop conditioned upon the performance of an activity (retweet, follow, KYC, registration) may not satisfy the definition of gratuitousness.

Point (e) — crypto-assets created through mining or staking, as an element of the consensus mechanism. Classic mining rewards in proof-of-work networks and staking rewards in proof-of-stake are excluded from the public-offering regime.

Point (f) — crypto-assets that are unique and not fungible with other crypto-assets, in practice NFTs. The exemption embraces, however, only genuinely non-fungible tokens; non-fungible tokens issued en masse in identical series (for instance, 10,000-piece collectible NFTs of identical functionality) may be considered fungible and subject to the MiCA regime.

A pitfall typical of projects entering the EU market is the combination of exemptions. An offering to 149 persons in a seed phase (the exemption under point (a)), followed by an offering to qualified investors in a strategic phase (point (b)), followed by an airdrop to the community (point (d)), followed by a public offering on an exchange—upon the assumption that each phase benefits from its own exemption. In practice, supervisory authorities assess the totality of the sales strategy. Where successive phases constitute elements of a single coordinated public offering, the sum of all purchasers and value may determine the retrospective loss of exemption status, with consequent sanctions exposure.

 

The ART Regime (Title III MiCA)

Asset-referenced tokens are regulated more strictly than other crypto-assets. The rationale lies in systemic risk—a token referenced to a basket of assets and adopted on a mass scale may bear upon financial stability, in a manner analogous to money market funds.

Issuance of ART requires authorisation of the issuer by the competent authority of the home Member State (Articles 16–21 MiCA). Authorisation is subject to a procedure analogous to that of CASP authorisation, with the requirements of EU domicile and central administration, own funds, governance, fit and proper assessment, and AML policy.

The second layer comprises reserve requirements (Articles 36–39 MiCA): the issuer of an ART must maintain a reserve of assets corresponding to the value of tokens issued. The composition of the reserve is strictly regulated—highly liquid and low-risk assets are preferred (bank deposits, sovereign bonds of EU Member States with high ratings, money market fund units). The reserve must be legally segregated, held by a custody entity unaffiliated with the issuer, and subject to audit.

The third layer comprises holders’ redemption rights (Article 39 MiCA): the holder of an ART has at all times the right to redeem the token in exchange for assets or money constituting its equivalent. The redemption mechanism must be operationally functional, without unjustified fees or delays.

The fourth layer is the significant ART regime (Articles 43–47 MiCA). The European Banking Authority (EBA) classifies an ART as significant on the basis of criteria encompassing the number of holders, market capitalisation, transaction volume, cross-border significance, and integration with the financial system. Significant ART are subject to supervision by the EBA, rather than by the national competent authority, with stricter capital and operational requirements.

For a Polish enterprise, the issuance of an ART is a project comparable to the establishment of an electronic money institution—multi-year, capital-intensive, and regulatorily complex. In the practice of Polish projects, two situations are observed: deliberate decisions to issue ART (rare, requiring a capital partner of banking-sector calibre); and inadvertent entry into the ART regime through erroneous tokenomic construction in a utility project (materially more common, requiring pre-launch legal audit).

 

The EMT Regime (Title IV MiCA)

E-money tokens are regulated more strictly still. From the MiCA perspective, an EMT is electronic money in token form—which entails that the full regime of Directive 2009/110/EC on electronic money institutions (EMI) applies, supplemented by the special provisions of MiCA.

The issuer of an EMT must be a credit institution (a bank) or an electronic money institution authorised under Directive 2009/110/EC. No other entity may lawfully issue an EMT within the EU market.

EMT must be redeemable at face value, at any time, by the holder (Article 49 MiCA). The issuer may neither refuse redemption nor delay it beyond reasonable operational bounds.

The regime of significant EMT (Articles 56–58 MiCA) is analogous to the significant ART regime, with EBA supervision for EMT exceeding the thresholds. From a regulatory perspective, significant EMT denotes projects of the order of USDC or EURC, offered by entities holding EMI authorisations within the EU.

In Polish practice, activity related to EMT is rare; the barrier to entry (EMI authorisation, capital, compliance infrastructure) is typically overcome only by entities within banking groups. A more common error in Polish projects consists in issuing a utility token referenced to a fiat currency “for settlement convenience”—a construction that may classify such a token as an EMT and effectively foreclose issuance outside the EMI regime.

 

Notification of the Whitepaper to the KNF: Procedure and Timelines

For other crypto-assets (Title II), the pre-publication procedure encompasses:

Stage 1: preparation of a whitepaper compliant with Article 6 and Annex I of MiCA. The stage typically requires three to six weeks for a project of average complexity, owing to the need for coordination among legal, technical, and communications advisers.

Stage 2: notification of the whitepaper to the KNF at least twenty working days prior to publication (Article 8(1) MiCA). The notification encompasses the full text of the whitepaper, information on the planned channel of publication, and the offering timeline.

Stage 3: the assessment period. Within twenty working days, the KNF may (Article 12 MiCA):

– demand amendments to the whitepaper where the content does not satisfy the requirements of Article 6; – suspend publication for up to ten working days where reasonable grounds exist to suspect a MiCA infringement; – prohibit publication where infringements are material and cannot be remedied by amendment.

In the majority of projects, the KNF undertakes no formal action during the notification period; the silence of the authority signifies that the whitepaper may be published upon expiry of twenty working days. This mechanism differs from the prospectus regime, where active approval is a condition of publication.

Stage 4: publication of the whitepaper. The whitepaper must be published on the issuer’s website in a manner permitting unrestricted access for an indefinite period (Article 9 MiCA). The published version must be identical to the notified version—the introduction of amendments requires a fresh notification and a fresh twenty-working-day period.

Stage 5: commencement of the public offering. The offering may commence no earlier than the date of publication of the whitepaper. The sale of tokens prior to publication (with the exception of offerings covered by Article 4(2) exemptions) constitutes a breach of the disclosure regime.

Over the duration of the public offering, the issuer bears an obligation to update the whitepaper (Article 12(1) MiCA) in the event of changes material to the assessment of investment risk. An update is subject to the same notification procedure as the original publication. In practice, this obligation is a source of considerable compliance risk—a crypto-asset project by its nature undergoes continuous evolution (roadmap changes, partnerships, integrations), and each change requires assessment as to whether an update to the whitepaper is required.

 

Marketing Rules (Article 7 MiCA)

The public-offering regime encompasses not only the whitepaper itself but also any marketing communications concerning the offering. Article 7 MiCA provides that marketing communications:

– must be identified as marketing communications (clear, accurate, not misleading); – must be consistent with the content of the whitepaper; – must include a reference to the whitepaper and the address of its publication; – may not suggest that the KNF or any other authority has approved the whitepaper (the whitepaper is not approved); – may not contain assertions concerning future values, returns, or growth (no forward-looking statements on token value).

Marketing communications must be notified to the KNF together with the whitepaper. The KNF may demand amendments to marketing communications independently of its assessment of the whitepaper itself (Article 7(4) MiCA).

The marketing rules extend to communication in social media, including posts by founders, materials produced by influencers, and KOL (key opinion leader) campaigns. An administrative sanction may be imposed even upon the content of a post on X (formerly Twitter) published by a project founder, where the content constitutes, in substance, marketing material for the public offering and fails to satisfy the requirements of Article 7. The practice of well-conducted projects is to regulate formally the communications of founders and KOLs through a compliance policy, with training and preventive review of marketing materials by legal counsel.

A point of particular sensitivity is the prohibition on assertions concerning future values—the typical language of crypto-asset projects (“to the moon,” “life-changing returns,” “guaranteed yields”) systemically infringes this prohibition. Materials that, in the 2017–2022 period, were a standard of the ICO sector are, under the MiCA regime, the basis for administrative sanction and—where elements of misleading content are present—for criminal liability.

 

Admission to Trading

MiCA distinguishes two regulatory events that, in colloquial usage, are frequently conflated: a public offering of a crypto-asset (offering to the public) and the admission of a crypto-asset to trading on a trading platform (admission to trading).

A public offering constitutes a direct sale of crypto-assets by the issuer or upon its instruction. Admission to trading constitutes the placement of a crypto-asset in the order book of a trading platform (exchange), with the possibility of secondary trading.

Both events are subject to the MiCA regime. Both require a whitepaper. However, admission to trading may also occur in a situation in which there is no “classic” public offering—the paradigmatic example concerns crypto-assets already extant on the market, which a platform wishes to list without active participation of the issuer. In such cases, the trading platform (the CASP operating the platform) bears responsibility for ensuring the existence of a MiCA-compliant whitepaper (Article 5(4) MiCA). Where the issuer does not cooperate, the platform itself prepares and notifies the whitepaper.

This solution carries a consequence of significance for crypto-asset projects of non-EU origin: their listing on an EU exchange under the MiCA regime requires a whitepaper, irrespective of the issuer’s wishes. A number of Asian and American projects, in the first year of MiCA’s operation, withdrew from the EU market for this reason—the cost of preparing the whitepaper and maintaining compliance exceeded the value of the EU market for the project.

 

Sanctions for Breach of the Disclosure Regime

The Polish Act on the Crypto-Asset Market (Sejm print 2363) establishes a catalogue of criminal and administrative sanctions for breaches of the public-offering regime. The penalties exceed those provided in the original draft of 10 January 2025.

Article 122 of the Act — public offering without a whitepaper or without notification to the KNF: a fine of up to PLN 10,000,000, imprisonment of up to two years, or both. The sanction also encompasses seeking the admission to trading of a crypto-asset without satisfaction of the disclosure obligations. In practice, the sanction addresses three typical scenarios:

(i) issuance of a token on the Polish market with active marketing directed at Polish purchasers, in the absence of a whitepaper and without notification to the KNF;

(ii) publication of a whitepaper that does not satisfy the requirements of Article 6 MiCA, with material informational deficiencies;

(iii) making a crypto-asset available for trading on a platform with active promotion directed at at least 150 persons in the EU or at an unspecified addressee.

The criminal sanction extends to natural persons acting on behalf of, or in the interest of, a legal person—founders, members of the management board, directors responsible for the regulatory domain. Entry in the National Criminal Register results in loss of good repute for the purposes of future fit and proper assessments in the financial sector across the EU.

Administrative sanctions (Articles 111 et seq. of the Act in respect of public offerings): the KNF may impose a pecuniary penalty of up to the higher of two amounts—EUR 5,000,000 or five per cent of the annual turnover of the issuer in the preceding year. For natural persons responsible for breaches, a pecuniary penalty of up to EUR 700,000 is provided. Administrative sanctions further encompass:

– withdrawal of authorisation (for ART and EMT) or prohibition of whitepaper publication (for other crypto-assets); – prohibition on conducting public offerings on the Polish market; – a public statement of breach on the KNF website; – a prohibition on holding office in the management bodies of crypto-asset issuers, imposed upon natural persons responsible for breaches, for a period of up to ten years.

Sanctions for breach of marketing obligations (Article 7 MiCA): pecuniary penalty analogous to that for absence of a whitepaper, calculated separately for each marketing material infringing the regime. In supervisory practice, the KNF treats a series of marketing posts in social media as discrete infringements, which, in the case of an intensive promotional campaign, may lead to a cumulation of sanctions.

The cross-border regime. An issuer of a crypto-asset offered publicly in several EU Member States is answerable to the supervisory authority of each state in which the offering was conducted. Breach of the disclosure regime in one state results in sanctions imposed by all interested supervisory authorities. The “passporting” mechanism for whitepapers (Article 11 MiCA) permits notification once with effect throughout the EU, but requires strict alignment of content with the requirements of all Member States.

 

The Practical Context for Polish Projects

The Polish token issuance market operated, in the period 2017–2024, in a regulatory space that was, in effect, vacant. The majority of Polish crypto-asset projects employed foreign legal constructions (Estonia, Lithuania, Malta, Switzerland) or operated on the Polish market without an explicitly defined disclosure regime. MiCA closes this space.

For a crypto-asset project planning a token issuance in 2026 or later, the decisional map encompasses:

(i) regulatory classification of the token — ART, EMT, or “other,” documented in the form of a legal opinion prior to commencement of whitepaper preparation;

(ii) choice of regime — a full public offering with a whitepaper, or an offering availing of an Article 4(2) exemption (the 150-person threshold, qualified investors, the EUR 1 million threshold), supported by documentation of the mechanisms securing continued operation within the bounds of the exemption;

(iii) issuer jurisdiction — Poland, another EU Member State, or a third country with a mechanism for extending the offering to the EU; each choice entails tax, regulatory, and operational consequences;

(iv) compliance architecture — marketing policy, preventive review of materials, training of founders and KOLs, whitepaper update mechanism, integration with the issuer’s AML procedures;

(v) listing strategy — direct cooperation with trading platforms authorised as CASPs in the EU, with mutual responsibility for the whitepaper.

For projects already operative (tokens issued prior to 30 December 2024), the transitional regime under Article 143(1)–(2) MiCA is narrower than that for CASPs and requires individual analysis in each concrete case. In particular, tokens already admitted to trading prior to 30 December 2024 may continue to be traded, but a material change in the conditions of trading, or a new public offering, attracts the full force of MiCA requirements.

 

Public Offering of Crypto-Assets: Frequently Asked Questions

Must I publish a whitepaper if I am offering tokens only in Poland?

Yes. The whitepaper obligation under Article 6 MiCA applies to every public offering of crypto-assets within the EU territory, irrespective of the number of states in which it is conducted. An offering confined to Poland is not an exemption; the geographic limitation has only the consequence that the whitepaper is notified to the KNF (the competent authority of the state in which the offering is conducted), without the necessity of extending notification to other states. Exemptions from the whitepaper obligation are set out in Article 4(2) MiCA—among others, offerings to fewer than 150 persons in a given state, offerings exclusively to qualified investors, or offerings of an aggregate value below EUR 1,000,000 over a twelve-month period.

 

How does a MiCA whitepaper differ from ICO whitepapers prior to 2024?

The difference is fundamental. A whitepaper in the ICO style of 2017–2022 was a marketing-technical document, prepared freely, without a legal requirement as to content. The MiCA whitepaper is a regulated document—its content is prescribed by Article 6 and Annex I of the Regulation, it is subject to notification to the supervisory authority, and it generates civil liability of the issuer for damage caused by incomplete or inaccurate information (Article 15 MiCA). A pre-MiCA whitepaper, the content of which does not satisfy current requirements, does not discharge the obligation to publish a new whitepaper compliant with the Regulation.

 

Does an offering of tokens to qualified investors exempt the issuer from the whitepaper obligation?

Yes. Article 4(2)(b) MiCA provides an exemption for offerings addressed exclusively to qualified investors within the meaning of Regulation 2017/1129 on the prospectus. The category encompasses financial institutions, large undertakings, and natural persons who have opted in to qualified investor status upon satisfaction of knowledge and financial-situation tests. The exemption requires genuine qualification of all purchasers as qualified investors—the sale to a single retail purchaser collapses the entire construction. In practice, the mechanism of documenting the status of purchasers is a critical element of compliance in private offerings.

 

Does the KNF approve the whitepaper?

No. The whitepaper is subject to notification, not approval. This is a fundamental distinction from the prospectus regime under Regulation 2017/1129, where active approval by the supervisory authority is a condition of publication. Under the MiCA regime, the issuer notifies the whitepaper to the KNF at least twenty working days prior to planned publication. During this period, the KNF may raise objections, demand amendments, suspend, or prohibit publication (Article 12 MiCA); the absence of action by the authority during the notification period signifies that the whitepaper may be published. The whitepaper may not contain assertions suggesting approval by the KNF—infringement of this prohibition constitutes a separate sanction.

 

Must the issuer of a crypto-asset hold a CASP licence?

As a general matter, no. The issuance of one’s own crypto-asset and its public offering do not constitute the provision of crypto-asset services within the meaning of Article 3(1)(16) MiCA. The issuer operates within the regime of Titles II–IV of MiCA (offering and admission to trading), not Title V (provision of services). The position changes where the issuer actively provides trading services in its own token (operates a trading platform, accepts orders, provides custody to purchasers)—in such a case, in addition to the issuance regime, the service regime requiring a CASP licence applies. A frequent hybrid scenario is an issuer of a token operating concurrently a DEX with its own governance token.

 

How long does the whitepaper notification procedure take?

A minimum of twenty working days from notification to permissible publication (Article 8(1) MiCA). During this period, the KNF considers the whitepaper and may raise objections. In the absence of action by the authority, publication may follow upon expiry of twenty working days. In the event of objections or a demand for amendments, the period is in effect prolonged—each material amendment to the whitepaper requires fresh notification and a fresh running of the twenty-working-day period. In project planning, a prudent assumption is a period of approximately six to eight weeks between submission of the notification and actual commencement of the public offering, with a buffer for potential requests for further information.

 

May the whitepaper be published in English?

In most EU Member States, yes—English is universally accepted as a language customary in the sphere of international finance. Article 6(5) MiCA permits a whitepaper in the official language of the state in which the offering is conducted, or in a language customary in the sphere of international finance. For Polish offerings, the KNF accepts whitepapers in English, but the authority may require translation of the executive summary into Polish. For pan-European offerings, the strategy of a whitepaper in English with the summary translated into the languages of all states of offering is a sectoral standard.

 

What are the sanctions for marketing an offering without a whitepaper?

The sanctions are analogous to those for the public offering itself without a whitepaper. Article 7 MiCA treats marketing communications as an integral element of the disclosure regime—breach of the marketing regime is a breach of the disclosure regime. The criminal sanction under Article 122 of the Polish Act on the Crypto-Asset Market (up to PLN 10 million in fines and two years’ imprisonment) also encompasses conducting a marketing campaign prior to publication of the whitepaper or inconsistent with its content. The administrative sanctions imposed by the KNF (up to EUR 5 million or five per cent of annual turnover) may be calculated separately for each marketing material, which, in the case of an intensive campaign, leads to a cumulation of sanctions materially exceeding the initial exposure.

 

Is a stablecoin an ART or an EMT?

It depends upon construction. A stablecoin referenced to a single official currency (for instance, a token maintaining a 1:1 value relationship to EUR or USD) is an EMT and is subject to Title IV of MiCA, with the requirement of issuer authorisation as a credit institution or electronic money institution. A stablecoin referenced to a basket of values (a combination of currencies, commodities, bonds) or to an asset other than an official currency (gold, a basket of equities) is an ART and is subject to Title III, with issuer authorisation and reserve requirements. An algorithmic stablecoin, whose stability rests upon supply mechanisms without a backing reserve, is problematic under the MiCA regime—formally it may constitute an ART, but the absence of a reserve precludes satisfaction of Title III requirements. In practice, algorithmic stablecoins lack a viable MiCA-compliant model within the EU.\

 

What are “significant ART” and “significant EMT”?

These are categories introduced by MiCA (Article 43 for ART, Article 56 for EMT) for tokens attaining systemic scale. Classification as “significant” rests upon criteria encompassing: the number of holders (above 10 million for EMT, above 5 million for ART); market capitalisation (above EUR 5 billion for EMT, above EUR 5 billion for ART); the volume and value of daily transactions; cross-border significance; and integration with the financial systems of EU Member States. Classification is performed by the EBA in consultation with the ECB and ESMA. Significant ART and EMT are subject to direct supervision by the EBA, with capital, operational, and reporting requirements stricter than those for “ordinary” ART and EMT. In practice, the category of significant tokens presently encompasses individual global projects (of the order of USDC) and is without relevance for typical Polish projects, whose capitalisation remains materially below the thresholds.