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Commission Implementing Regulation (EU) 2025/1126of 5 June 2025laying down implementing technical standards for the application of Regulation (EU) 2023/1114 of the European Parliament and of the Council with regard to the establishment of standard forms, templates and procedures for the information to be included in the application for authorisation to offer asset-referenced tokens to the public and to seek their admission to trading(Text with EEA relevance)

32025R1126

Den Europæiske UnionForordning2025

European Union

§ Article 18

Article 18(3) of Regulation (EU) 2023/11142

Does the application include the request for voluntary classification of the asset-referenced token as significant asset-referenced token?

☐ Yes

☐ No

§ Article 3

Article 3(4) of [Delegated Regulation laying down regulatory technical standards specifying the information to be contained in an application for authorisation to offer to the public or admit to trading asset-referenced tokens]2.1Contact persons for the application1Full name and contact details of the person within the applicant issuer to contact regarding the applicationArticle 1(1), points (j) and (k)2Full name and contact details of the principal professional adviser (where applicable)2.2Identification of the applicant:1

Is the applicant issuer a legal person?

☐ Yes

☐ No

If yes, please submit information set out in sub-fields 2 and 4; if no, please submit the information set out in sub-fields 2, 3, and 4

2Full legal name, trading name(s), internet address(es), marketing channels and logo(s), and any envisaged changes where applicable. For legal persons under the scope of Directive (EU) 2017/1132 of the European Parliament and of the Council, the legal name shall be the company name as resulting in the national business register referred to in Article 16 of Directive (EU) 2017/1132.Article 1(1), point (a)

A legal entity identifier released in accordance with the terms of any of the accredited Local Operating Units of the Global Legal Entity Identifier SystemArticle 1(1), point (b)Legal form, date and Member State of incorporation or formation, address(es). For legal persons under the scope of Directive (EU) 2017/1132, this information shall match the information resulting in the national business register referred to in Article 16 of Directive (EU) 2017/1132.Article 1(1), points (c), (d) and (e)Registration details in the relevant register, where applicable, and copy of the registration certificate. For legal persons under the scope of Directive (EU) 2017/1132, the registration details shall be the company registration number and the EUID as resulting in the national business register referred to in Article 16 of Directive (EU) 2017/1132.Article 1(1), point (f)Instruments of constitution or statute and the articles of associationArticle 1(1), point (g)3where the applicant issuer is an undertaking that is not a legal person, documentation certifying equivalent protection of third-party interests and of equivalent prudential supervisionArticle 1(1), point (h)4Date of accounting year endArticle 1(1), point (i)3.1Programme of operations: information on the business model, strategy and risk profile1Main features of the asset-referenced token for which the authorisation to offer to the public and for admission to trading is sought, including all the information requirements set out in the relevant provision, including the type of token, the object of the authorisation, legal opinion on the qualification of the asset-referenced token in accordance with Article 18(2), point (e), of Regulation (EU) 2023/1114, mechanism of issuance and of redemption, the indication of the distributors, the policy on the appointment of other entities for the public offer or admission to trading, the protocol used, the distributed ledger(s) technology (DLT) where the token is issued and the bridges between such DLT.Article 2(2), point (a)(i), points (1) to (7)2Information on any outstanding issuance of crypto-assets or other digital assets of the applicant issuer, and any other financial and non-financial activities of the applicant issuerArticle 2(2), points (a)(ii) and (iii)3Where applicable, description of the group and of the activities of the group entitiesArticle 2(2), point (a) (iv)4Description of the business environment where the applicant issuer will operateArticle 2(2), point (b)

5Description of the applicant issuer’s overall business strategy, the list of host Member States where the applicant issuer intends to offer the asset-referenced token to the public or where admission to trading is sought, and, where applicable, the group strategy and risk assessment of the business plan.Article 2(2), point (c)3.2Programme of operations: financial forecast information, and past financial information1Forecast financial information: accounting plans for three years following the granting of authorisation on a baseline and stress scenario basis, the related planning assumptions, and an explanation linking the description of the business activities.Article 3(5) points (a) and (b)2Calculation of the own funds requirements for three year business plan time horizonArticle 3(5), point (d) and (e)3Calculation of the amount and composition of the reserve of assets and their adequacy to ensure the permanent exercise of the redemption rights throughout the business time horizonArticle 3(5), point (f)4Past financial information at individual, consolidated and sub-consolidated level, as applicableArticle 3(6)4.1Internal governance arrangements and structural organisation1

Chart of the organisational structure, terms of reference of the management body, description of foreseen number and profile of human resources and technological resources, reporting procedure and arrangements, code of conduct, description of:

(a) the complaints handling policy;

(b) the conflicts of interest policy;

(c) procedure ensuring compliance with all the disclosure requirements

§ Article 4

Article 4(1)2The names and contact details of all third-party service providers and a description of each such arrangementArticle 4(2)4.2Internal control framework: general aspects1

Comprehensive description of the applicant’s internal control framework including:

(a) the internal compliance function;

(b) the risk management framework and the risk management function or, where the risk management function is not established in accordance with proportionality criteria, the arrangements with third-party providers;

(c) the risk management systems and controls, including the strategy for identifying, assessing, monitoring, mitigating and reporting all risks;

(d) the internal audit function or, where the internal audit function is not established in accordance with proportionality criteria, the arrangements with third-party providers.

§ Article 5

Article 5(1), points (a) to (d)

2An explanation of the governance arrangements implemented to ensure the separation and adequate segregation of duties of the business lines and units from the internal control functions, and independence of the internal control functions.Article 5(1), point (e)4.3Internal control framework: ICT risk management1Documented description of the ICT risk management framework, including ICT systems, protocols and tools demonstrating that they comply with Article 6(1) and (7) and Article 9(4) of Regulation (EU) 2022/2554 of the European Parliament and of the CouncilArticle 5(2), points (a), (b) and (c)2Comprehensive description of the ICT process and systems showing the ability to provide the applicant issuer with reliable information and data to support data reporting requirementsArticle 5(2), point (d)3A description of the business continuity plan and policy ensuring the issuer’s ability to operate on an ongoing basis and to limit losses in the event of severe business disruptionArticle 5(3)4.4Internal control framework – Proprietary DLT or similar technology1

Does the applicant issue, transfer or store asset-referenced tokens in a proprietary DLT or a similar technology operated by the issuer or by a third- party acting on its behalf?

☐ Yes

☐ No

If yes, please submit information set out in sub-field 2.

Article 5(4)2

The policy and procedure on the functioning of the DLT or similar technology covering:

(a) the description of the applicant issuer legal title towards the DLT;

(b) the name and contact details of the operator, if different from the applicant issuer;

(c) the applicant issuer’s or third-party operator’s plan on DLT risk identification, monitoring identification, assessment and mitigation, and prevention;

(d) a technical and security audit report on the consistency of the DLT functioning with quality standards in use in the market, and on the appropriateness and adequacy of the plans referred to in point (c);

(e) in case of permissioned DLT a detailed description of the transparency mechanisms.

Article 5(4), points (a) to (e)

4.5Internal control framework: AML/CFT1Where cooperation arrangements between the applicant and specific crypto-assets service providers are envisaged, or where the applicant is a crypto-asset service provider, a detailed description by the crypto-asset service provider of its internal control mechanisms and procedures in compliance with the obligations under Directive (EU) 2015/849 of the European Parliament and of the Council or Regulation (EU) 2023/1113 of the European Parliament and of the Council, including a forward-looking assessment of the continuous compliance with such obligations for the time horizon of the applicant issuer’s business planArticle 5(5)5Liquidity management, reserve assets and redemption rights1

(a) a description of a comprehensive and detailed framework illustrating the constitution, composition, management, and segregation of the reserve of assets;

(b) a clear and detailed policy describing the stabilisation mechanism of the asset-referenced token;

(c) the detailed policy and procedures on the custody of the reserve of assets, including the selected custody modality;

(d) the clear and detailed investment policy of the reserve assets;

(e) the details of the contractual arrangements entered into with third parties for the operation, investment and the custody of the reserve assets.

§ Article 6

Article 6(1)2The name of the external consultant who will be in charge of the independent audit on the reserve of assets every six monthsArticle 6(1), point (c)3The liquidity management policy and procedures, the reporting lines to the management body and how the management body’s responsibility for the prudent management of the reserve of assets will be ensuredArticle 6(1) second subparagraph4Clear and detailed policy and procedures ensuring that the rights of redemption in accordance with Article 39 of Regulation (EU) 2023/1114 will be met, an outline of the recovery plan to be developed in accordance with Article 46 of Regulation (EU) 2023/1114 and an outline of the redemption plan to be submitted in accordance with Article 47 of that RegulationArticle 6(2)

6Members of the management body: identity and proof of good repute, knowledge, skills and experienceInformation included in field 6, sub-fields 1-5 to be submitted for each member of the management body1Full name, name at birth, place and date of birth, address and contact details of the current place of residence, nationality or nationalities, identification number, copy of ID cardArticle 7(1), points (a), (b), (c)2Curriculum vitae, including details of the position held, start date and duration of mandate, description of key duties and responsibilitiesArticle 7(1), point (d)3

Personal history, including all the following, in respect of the nationality or nationalities held by the person, and of the person’s places of residence of the last 10 years:

(a) the absence of a criminal record in respect of convictions or the absence of penalties imposed under the applicable commercial law, insolvency law and financial services law, or in relation to anti-money laundering and counter-terrorist financing, to fraud or to professional liability through an official certificate or an equivalent document or, where such certificates do not exist, any reliable source of information concerning the absence of criminal convictions, investigations and proceedings;

(b) information about refusal of registration, authorisation, membership or licence to carry out a trade, business or profession, or the withdrawal, revocation or termination of registration, authorisation, membership or licence, or expulsion by a regulatory or government body or by a professional body or association;

(c) information about dismissal from employment or a position of trust, fiduciary relationship or similar situation, or the fact that the person was asked to resign from employment in such a position, excluding redundancies;

(d) information about whether another competent authority has assessed the reputation of the person concerned, including the identity of that authority, the date of the assessment and the evidence of the outcome of that assessment;

(e) information about whether an authority from another, non-financial, sector has assessed the individual, person concerned, including the identity of that authority, the date of the assessment and evidence of the outcome of that assessment;

§ Article 7

Article 7(1), point (e)

4Description of all financial and non-financial interests with person indicated which would materially affect the perceived trustworthiness of the memberArticle 7(1), point (f)5Information on time commitmentArticle 7(1), point (g)6Results of any suitability assessment of each member of the management board performed by the applicant and statement of the collective suitability of the management bodyArticle 7(2) and (3)7Shareholders and members with direct and indirect qualifying holdings in the applicant: information on their sufficiently good reputeInformation included in fields 7.1–7.3 to be submitted for each shareholder or member with direct or indirect qualifying holdings in the applicant1

Identification of shareholders and members:

A chart setting out the holding structure of the applicant with breakdown of its capital and voting rights and the names of the shareholders or members with qualifying holdings

§ Article 8

Article 8, point (a)2

Does the holding structure of the applicant include shareholders acting in concert?

☐ Yes

☐ No

7.1Information on shareholders and members with direct or indirect qualifying holdings that are natural persons1

Information about the identity and the integrity of direct or indirect shareholders or members that are natural persons:

(a) identity of the natural person, in accordance with information requirements set out in Article 1(1) of Commission Delegated Regulation (EU) 2025/413;

(b) criminal conviction, administrative or civil penalty or measure, sanction and ongoing investigations, in accordance with Article 2(1), points (a) and (b), of Delegated Regulation (EU) 2025/413;

(c) information on previous assessment in accordance with Article 2(1), point (c), of Delegated Regulation (EU) 2025/413;

(d) description of the current business activities of the person and of any undertaking which the person directs or controls, in accordance with Article 2(1), point (e), of Delegated Regulation (EU) 2025/413;

(e) financial and non-financial interests of the person and information on how those interests are managed, in accordance with Article 2(2), points (a) and (b), of Delegated Regulation (EU) 2025/413.

Article 8, point (b)(i)

7.2Information on shareholders and member with direct or indirect qualifying holdings that are legal persons1

Information about the identity and integrity of direct or indirect shareholders or members that are legal persons:

(a) identity of the legal person, ultimate beneficial owner, members of the management body or persons who effectively direct the business and information relating to their suitability, and the other information requirements set out in Article 1(2), (3), (4) or (5) of Delegated Regulation (EU) 2025/413, as applicable;

(b) criminal, administrative or civil convictions, sanction, ongoing investigations and proceedings, as referred to in Article 3(1), point (a)(i), of Delegated Regulation (EU) 2025/413;

(c) information on previous suitability assessment, as referred to in Article 3(1), point (a)(ii), of Delegated Regulation (EU) 2025/413;

(d) description of current business activities of the legal person and of any undertaking which the person directs or controls, as referred to in Article 3(1), point (a)(iii), of Delegated Regulation (EU) 2025/413;

(e) financial information, including credit ratings and publicly available reports on any undertakings directed or controlled by the legal person as referred to in Article 3(1), point (a)(iv), of Delegated Regulation (EU) 2025/413;

(f) description of financial and non-financial interests of the legal person and a description of how those interests are managed, in accordance with Article 3(1), points (b) and (c), of Delegated Regulation (EU) 2025/413;

(g) the legal person’s shareholding structure, with the identity of all shareholders exerting significant influence and their respective share of capital and voting rights, including information on any shareholders agreements, in accordance with Article 3(1), point (e), of Delegated Regulation (EU) 2025/413;

(h) where the legal person is part of a group, as a subsidiary or as a parent company, a detailed organisational chart of the group structure and information on the share of capital and voting rights of shareholders with significant influence of the entities of the group and information on the activities currently performed by the entities of the group, in accordance with Article 3(1), point (f), of Delegated Regulation (EU) 2025/413;

(i) where the legal person has its head office in a third country, the information set out in Article 3(3) of Delegated Regulation (EU) 2025/413.

Article 8, point (b)(ii)

7.3Information common to shareholders and members with direct or indirect qualifying holdings that are natural or legal persons1Identity and information on the members of the management body of the applicant who have been or will be appointed by the shareholder or member with qualifying holdingsArticle 8, point (c)2Information on the qualifying holding (number and type of shares or other holdings subscribed, the nominal value, any premium paid or to be paid, any security interests or encumbrances created over such shares or other holdings, including the identity of the secured parties).Article 8, point (d)3

Information on the intention with regard to the qualifying holding (strategic investment, portfolio management)

Information on actions in concert with other parties, including the contribution of those other parties to the financing of the proposed acquisition

Content of intended shareholder’s agreements relating to the governance of the issuer with other shareholders in relation to the target entity

Article 8, point (e)4Information on the financing of the acquisition of the qualifying holding and of the business of the applicant to prove their legitimate origin, in accordance with Article 8 of Delegated Regulation (EU) 2025/413.Article 8, point (f)

Metadata

Type
Forordning
År
2025
Ikrafttrædelsesdato
1. januar 1970
Commission Implementing Regulation (EU) 2025/1126of 5 June 2025laying down implementing technical standards for the application of Regulation (EU) 2023/1114 of the European Parliament and of the Council with regard to the establishment of standard forms, templates and procedures for the information to be included in the application for authorisation to offer asset-referenced tokens to the public and to seek their admission to trading(Text with EEA relevance) | TheLawyer.sh