MiCA: Offshore token issuers can file; CASPs must be EU-based

The Markets in Crypto-Assets Regulation separates rules for token issuers and crypto-asset service providers. Token issuers incorporated in jurisdictions such as the British Virgin Islands, the Cayman Islands or Singapore may notify white papers to an EU competent authority and offer tokens to European investors without creating an EU legal entity. Crypto-asset service providers, or CASPs, must be registered in the Union and meet substance requirements including a registered office in a member state, the place of effective management in the EU and at least one director resident in the Union under Article 59(2).

MiCA sets different obligations by activity. For crypto-assets other than asset-referenced tokens and e-money tokens, Article 4(1) requires an offeror to be a legal person and Articles 8(1) and 3(1)(33)(c) define the “home” member state for third-country entities as the state where the tokens are first offered or where the first application for admission to trading is made. Article 5(2) and 5(3) allow a trading platform operator or a licensed CASP to assume white-paper responsibilities by written agreement, making the platform legally responsible for disclosure in some cases.

CASPs face stricter in-EU requirements. Article 68 requires fit-and-proper management with appropriate skills and time commitment, and Article 67 sets minimum paid-in capital levels. National competent authorities assess whether decision-making and effective management take place in the EU entity. Article 73 governs outsourcing: an EU CASP may outsource functions to a parent or affiliate but must retain the ability to supervise those services, keep direct access to information, and remain fully accountable to its national supervisor.

Data from the European Securities and Markets Authority public register and a legal study from May 2026 show practical results. Of 586 token issuers in the register with identifiable Legal Entity Identifier country codes, 366, or about 62%, are domiciled outside the EU/EEA. The register lists 120 entities incorporated in the British Virgin Islands, 78 in Switzerland, 51 in the Cayman Islands, 26 in Panama and 35 in the United States. Ireland received 180 white-paper notifications from offshore issuers and Malta received 126.

Group structures illustrate the split approach. Some global parents remain incorporated outside the EU while separate EU subsidiaries hold MiCA licenses and operate under local management. Examples include groups with offshore parents and licensed EU entities: a global parent in the British Virgin Islands with an Austrian MiCA license holder; a Seychelles parent with a licensed Maltese subsidiary; and a Singapore-based global operator with a licensed Maltese EU entity. Payward Global Solutions has acted as the CASP taking on white-paper duties for offshore token projects.

The regulation limits offshore flexibility for certain token types and commercial conduct. Issuers of asset-referenced tokens and e-money tokens must be established and authorized in the Union under Articles 16 and 48. Regulators apply fit-and-proper tests and scrutinize arrangements where directors are nominees or where decision-making occurs outside the EU. ESMA guidance narrows the scope of reverse solicitation under Article 61; supervisors examine marketing, websites and affiliate programs to determine where clients are actually sourced. Some national authorities conduct live interviews with prospective directors as part of authorization reviews.

Member-state practice has influenced where firms file and seek licenses. Austria, Malta, Ireland and Lithuania have been active in licensing CASPs and processing white-paper notifications. Some founders relocated parent companies into the EU before applying for licenses in early 2025; other groups have retained offshore parents while operating EU-anchored subsidiaries that meet MiCA’s governance and substance requirements.