What is a crypto-asset whitepaper under MiCA?
Under Regulation (EU) 2023/1114 — MiCA — a crypto-asset whitepaper is the mandatory disclosure document that must be drawn up, notified and published before a crypto-asset is offered to the public in the EU or admitted to trading on a platform. Functionally it is an heir of the securities prospectus, under a lighter regime. It should not be confused with a whitepaper in the generic marketing sense: the MiCA document has statutory content, form and liability attached to it.
What it must contain
- Information on the issuer, offeror or person seeking admission to trading.
- The project, and the rights and obligations attached to the crypto-asset.
- The underlying technology and the principal risks.
- Information on the environmental impacts of the consensus mechanism used.
- Mandatory statements — that no authority has approved the document, and that the asset may lose its value.
Marketing communications must remain consistent with the whitepaper.
Notification, not approval — and its exceptions
For ordinary crypto-assets the whitepaper is notified to the competent authority and published; there is no prior approval. The regime tightens for the two regulated token classes: an ART issuer needs authorisation, with the whitepaper approved as part of it, while EMT issuance is reserved to credit institutions and e-money institutions.
The legal dimension
The document carries a statutory liability regime. Where the whitepaper contains misleading, incomplete or unclear information, holders of the crypto-asset can claim damages from the issuer or offeror, and that liability cannot be contracted away by disclaimers. In practice the whitepaper is drafted as a legal document with technical annexes, not as a pitch deck — every factual claim in it is a potential head of liability.
Turkish context
The Turkish regime under Law No. 7518 follows a parallel logic: disclosure documents prepared within the SPK framework serve the same pre-investment information function, though their content and liability details do not mirror MiCA one-to-one. A Turkish project offering into the EU market faces the MiCA whitepaper obligation regardless of its compliance position at home, so the two documents should be planned together rather than translated from one another.
Do: have the whitepaper drafted and reviewed as a liability document, with every claim verifiable. Don’t: recycle a marketing whitepaper into a MiCA filing — the statutory content list and the damages regime leave no room for promotional language.
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