Winding down a crypto-asset service provider in France

A crypto-asset service provider (CASP) that holds crypto-assets in custody, exchanges them, executes orders, places them or operates a trading platform must have an orderly wind-down plan in place (MiCA, Article 74). The plan shows the AMF (Autorité des marchés financiers, the French financial markets regulator) that the provider can cease its activities without causing undue economic harm to its clients. It is prepared from the authorisation stage, to serve on the day cessation becomes real: a decision by the provider, a security incident, financial difficulty, a regulatory change or the withdrawal of its authorisation.

ORWL Avocats advises authorised providers and providers operating without authorisation at every stage: diagnosis, drafting of the plan and implementation, through to the return of client assets and the exit from regulated status. Since the end of the French transitional period on 1 July 2026, former digital asset service providers (PSAN, the French registration regime that preceded MiCA) that did not obtain MiCA authorisation have had to cease their activities in France; the AMF had recommended that they implement an orderly cessation plan by 30 March 2026 at the latest.

Which CASPs must have a wind-down plan?

Article 74 of MiCA applies to CASPs that provide the services governed by its Articles 75 to 79:

• custody and administration of crypto-assets on behalf of clients;
• operation of a trading platform for crypto-assets;
• exchange of crypto-assets for funds or for other crypto-assets;
• execution of orders for crypto-assets on behalf of clients;
• placing of crypto-assets.

These providers must have in place a plan that is appropriate to support an orderly wind-down of their activities under applicable national law, including the continuity or recovery of their critical activities. The plan must demonstrate their ability to carry out an orderly wind-down without causing undue economic harm to their clients.

Other CASPs are not bound by Article 74, but they are not exempt from preparing their exit. Every CASP must establish, implement and maintain procedures that ensure the timely and orderly transfer of its clients’ crypto-assets and funds to another CASP if its authorisation is withdrawn (MiCA, Article 64). A provider of reception and transmission of orders or of advice on crypto-assets therefore has good reason to follow the same method, on a proportionate scale.

A plan prepared at the authorisation stage

The authorisation application describes the provider’s business continuity plan (MiCA, Article 62(2), point (i); Commission Delegated Regulation (EU) 2025/305, Article 5). The wind-down plan follows on from it: the first keeps services running through a disruption, the second organises their end. The provider must comply with Article 74 from the day it is authorised, so the plan is prepared alongside the application, then updated whenever the business changes: a new service, a new critical third-party provider or a change in shareholding.

A wind-down plan is not a statement of principle. It must hold up against a real scenario: a provider that cannot establish within a few days who holds what, which contracts to terminate and what cessation will cost does not have a plan.

What must a wind-down plan contain?

MiCA sets the objective of the plan, not a template. Its content follows from what the provider must demonstrate: that it can stop, return client assets and close down without leaving its clients to bear the cost of its exit. The document has eight components.

Return of client assets draws the closest scrutiny. For crypto-assets held in custody, the provider must already have procedures to return them, or the means of access to them, to its clients as soon as possible (MiCA, Article 75). Client funds, placed with a credit institution or a central bank (MiCA, Article 70), follow their own return process. The plan shows how these procedures work when every client asks for their assets at the same time, and what becomes of the balances of clients who do not respond.

The cost of cessation

A wind-down keeps staff, third-party providers and banks at work for several months while revenue stops. The plan calculates this cost from the commitments the provider has already made:

• employment contracts: salaries for the duration of the wind-down, notice periods and severance pay, retention of key staff until the last assets are returned;
• fixed-term contracts and contracts with notice periods: hosting, KYC and blockchain analytics tools, custodians, banks, premises, where early termination may cost more than keeping the contract until the end of the plan;
• costs specific to the exit: return and transfer of assets, network fees, client communications, advisers, retention of data after cessation.

The plan then identifies the resources that cover this amount until closure, and what happens if they fall short. A plan that does not say who funds this period demonstrates nothing: without funds, the provider can no longer meet its commitments to its clients, and an orderly cessation turns into insolvency proceedings.

When is the plan triggered?

The plan applies when the business must stop, in whole or in part. The cause of cessation changes the risks, the timetable and the priorities:

• Voluntary cessation. The provider refocuses, sells its business or withdraws from a market. It controls its timetable; what matters is the quality of the exit and, often, the transfer of its clients to another provider.
• Security incident. A hack or a loss of keys means establishing the actual positions before any assets are returned, communicating under pressure and dealing with the custodian’s liability to its clients for losses attributable to it (MiCA, Article 75).
• Financial difficulty. Cash must cover the duration of the wind-down. The later the plan is triggered, the greater the risk of insolvency proceedings and of claims against the directors.
• Regulatory change. The provider cannot, or will not, comply with a new rule. The text or the authority sets the timetable.
• Withdrawal of authorisation. The AMF imposes the exit. The plan must then be carried out within the authority’s deadlines, under its supervision.

In every case, the risk of disputes with clients remains from the first day to the last: late information, incomplete return of assets, disputed fees, unequal treatment of clients. The plan reduces this risk if it was written for this scenario and if every decision taken during the wind-down is documented.

A foreign provider leaving the French market, particularly after being placed on the AMF blacklist, follows a similar approach; our page on removal from the AMF blacklist (in French) covers it.

Renunciation, withdrawal, insolvency: how the business comes to an end

Renouncing authorisation

A CASP that ceases its activities voluntarily expressly renounces its authorisation; the AMF must then withdraw it (MiCA, Article 64). Withdrawal is also mandatory where the provider has not used its authorisation within 12 months of its grant, or has provided no crypto-asset services for nine successive months. Prolonged dormancy therefore leads to withdrawal, even if the provider takes no step itself.

Withdrawal by the AMF

The AMF must withdraw the authorisation in the other cases listed in Article 64 of MiCA, where the provider:

• obtained its authorisation by irregular means, including by making false statements;
• no longer meets the conditions for authorisation and has not taken the remedial action requested within the time limit set;
• does not have effective systems to detect and prevent money laundering and terrorist financing;
• has seriously infringed the Regulation, including its rules on the protection of clients or on market integrity.

It may also withdraw it for breaches of national anti-money laundering rules, or where the provider has lost its PI or EMI authorisation and has not remedied the situation within 40 calendar days. Withdrawal may be limited to a single service. Where a provider no longer meets the conditions for authorisation, the AMF first gives it formal notice to regularise its situation within three months, and only then initiates withdrawal proceedings (AMF General Regulation, Article 721-4). Once withdrawal is decided, the provider informs the public no later than the day after receiving the decision, and ESMA records the withdrawal in its register.

This is where the wind-down plan and the transfer procedures required by Article 64 prove their worth: the provider carries out a plan the authority already knows, instead of improvising one under formal notice.

Insolvency proceedings

MiCA refers to national law for the winding-up of the provider. In France, a CASP in financial difficulty falls under the insolvency proceedings (procédures collectives) of Book VI of the French Commercial Code (Code de commerce): safeguard proceedings (sauvegarde), judicial reorganisation (redressement judiciaire) or judicial liquidation (liquidation judiciaire). The wind-down plan does not replace these proceedings; it must be capable of being carried out within them, alongside the court-appointed administrator or liquidator.

Crypto-assets held in custody for clients are legally segregated from the provider’s estate, so that its creditors have no recourse to them, in particular in the event of insolvency (MiCA, Article 75). This protection works fully only if each client’s positions are accurate and the means of access identified: this is precisely what an up-to-date plan allows the provider to demonstrate to the court-appointed officer.

Our approach

A wind-down engagement begins with a diagnosis: what is already in place, the cause of cessation and the risks that follow from it, which differ for a chosen exit, a hack, financial difficulty or a new regulation. Next comes the drafting of the plan, on which the whole process rests. Then operational support:

• negotiating contracts with banks, custodians and third-party providers;
• coordinating with the AMF and, where applicable, the ACPR;
• informing clients;
• returning funds and crypto-assets;
• handling data and records.

The stages of a wind-down engagement

In bold, the main deliverable of each stage. The timetable depends on the cause of cessation and the number of clients to be served.

The firm adapts its role to the level of support chosen: it drafts the documents and leads the dealings with counterparties and the authority, or it advises the provider’s teams, who draft them. Employment, contract and insolvency issues are coordinated with the firm’s lawyers or with partner firms, so that each decision takes account of the others.

Why work with ORWL Avocats?

ORWL Avocats has represented crypto-finance projects before the AMF and the ACPR since the first PSAN registrations. On cessation of business, the firm advises authorised CASPs, payment institutions, former PSANs that did not obtain MiCA authorisation and businesses that have decided to leave the market. It has assisted with voluntary wind-downs, exits by providers without authorisation and exits from the French market, including after placement on the AMF blacklist. The practice is ranked in Chambers FinTech and recognised by Leaders League for blockchain law.

A wind-down combines regulatory rules, dealings with the authority, a risk of sanctions and a risk of disputes with clients, present throughout the process and potentially extending to claims against the directors. A consultant can organise the shutdown; a lawyer assesses the legal consequences of each decision, negotiates with counterparties and defends the provider before the AMF and, if necessary, before the courts. Communications with the firm are protected by professional secrecy (secret professionnel) and cannot be used against the provider or its directors.

A partner leads every matter: setting the strategy, conducting dealings with the authority and decision meetings, and signing off the deliverables that bind the provider. The team is sized to each engagement to bring in the relevant expertise.