MiCA white paper and token launch

Every offer of a token to the public in the European Union, like every application for admission to trading, requires a crypto-asset white paper that complies with the MiCA Regulation and is notified to the competent authority at least 20 working days before its publication. The AMF (Autorité des marchés financiers, the French financial markets regulator) does not approve the document: the offeror alone is liable for it. ORWL Avocats drafts the white paper, handles the notification and supports the launch of the token and its life on the market.

Whether you are preparing a public sale, a platform is asking for a white paper for a token already in circulation, or your company is established outside the Union, the substantive rules are the same. What changes is who drafts the document, which authority receives it and the timetable. An issuer from outside the Union can notify in France: the AMF accepts a white paper in English, and once notified the document is valid throughout the Union.

What must a MiCA white paper contain?

The white paper describes the token to those who buy it. For crypto-assets other than stablecoins, such as utility tokens and governance tokens, the MiCA Regulation sets out its structure. It must present:

• the offeror or the person seeking admission to trading, and the issuer where different;
• the project, the offer to the public or the admission to trading;
• the token, the rights and obligations attached to it and the underlying technology;
• the risks, and the climate and environmental impact of the consensus mechanism used.

The document opens with a summary and warnings, includes a statement by the management body and states that no authority has approved it. It must contain no assertion on the future value of the token. It follows the templates set by the European technical standards and is drawn up in a machine-readable format.

Before drafting, the applicable regime must be settled. A token that carries rights to revenue or profits, like some governance tokens, may qualify as a financial instrument rather than fall under MiCA: we settle this point at the start of the engagement through a classification of the token under MiCA. A stablecoin follows its own regime, with an authorised issuer and a separate white paper; the firm also advises on issuing stablecoins under MiCA.

Liability follows the document. The offeror, the person seeking admission to trading or the platform that draws up the white paper, together with the members of their management body, are liable to holders for information that is not complete, fair or clear, or that is misleading. A contractual clause that excludes or limits this liability has no legal effect.

The steps of a token launch under MiCA

How is the white paper notified to the AMF?

The white paper is notified to the authority of the home Member State of the offeror or of the person seeking admission to trading: in France, the AMF, under the procedures set out in its Instruction DOC-2025-01. The file includes:

• the white paper, in French or in English;
• an explanation, following the template in the joint guidelines of the European Banking Authority (EBA) and ESMA, of why the token is not excluded from the Regulation and is neither an e-money token nor an asset-referenced token;
• the list of host Member States and the intended start date of the offer or admission;
• the AMF notification form.

The file must reach the AMF at least 20 working days before the white paper is published. The AMF does not approve the document, but it may ask questions, request additional information and, where necessary, suspend or prohibit the offer. Marketing communications are sent to it on request.

In practice, allow a few weeks to assemble the file and bring the project’s activities into compliance, then a few weeks before the AMF, which keeps to the time limits set by the Regulation. We prepare the classification explanation, assemble the documents and answer the authority’s questions.

Some offers require no white paper: an offer made to fewer than 150 persons per Member State, an offer of no more than EUR 1,000,000 over twelve months, an offer addressed solely to qualified investors. Others fall outside the rules on offers to the public altogether: a token offered for free, a reward for mining or validation, a token giving access to an existing good or service. The same applies to a token usable only within a limited network of merchants, but the offeror must then notify the AMF once the offer exceeds EUR 1,000,000 over twelve months. None of these exemptions covers admission to trading.

Who drafts the white paper when the token is already in circulation?

For an admission to trading, the white paper is in principle the responsibility of the person seeking admission. Three situations shift that burden to the platform:

• a written agreement between the project and the platform entrusts it with drawing up, notifying and publishing the white paper; the project undertakes in it to provide all the information needed;
• the platform admits the token on its own initiative where a white paper is required and none has been published;
• the token was traded before 30 December 2024: platforms must then ensure, by 31 December 2027 at the latest, that a compliant white paper exists where the Regulation requires one.

Two rules limit these obligations. A token already admitted to trading on another platform in the Union requires no new white paper if the existing document complies, is kept up to date and its author consents in writing to its use. A token with no identifiable issuer requires no white paper: the European Commission confirmed this in an answer published by ESMA in February 2026. The platform must nonetheless examine each token and establish whether it has an identifiable issuer, which turns on the project’s actual degree of decentralisation; the firm also advises DeFi protocols on this point.

On the platform side, ORWL Avocats drafts issuer analyses, white papers and agreements with projects, as well as legal opinions on token classification in a fast format, updated if the token changes. On the project side, we prepare the white paper and the agreement the platform requires before admission. The firm also supports platforms in their authorisation and compliance as crypto-asset service providers (CASPs).

What rules apply to marketing communications?

Project website, social media posts, investor presentations, campaigns: any communication that promotes the offer or the admission is a marketing communication within the meaning of the MiCA Regulation. It must:

• be clearly identifiable as a marketing communication;
• be fair, clear and not misleading;
• be consistent with the white paper;
• state that a white paper has been published and where it can be consulted.

These rules also apply to tokens traded before 30 December 2024, for any communication published since that date. A modified communication follows the white paper: it is notified with it when the document changes.

When a campaign targets the French public, French rules on advertising and commercial influence apply on top, including Law No 2023-451 of 9 June 2023 on influencers. We review materials before release and align them with the white paper. ORWL Avocats also advises providers that advertise in France and influencers, media and affiliates that promote crypto services.

Launching the token and managing its life on the market

Token sale and token generation event (TGE)

The terms of the offer appear in the white paper: price, timetable, cap, buyers’ rights. A time-limited offer requires the funds collected to be safeguarded until it closes and its result to be published. Retail holders who buy directly from the offeror, or through a provider placing the token on its behalf, have a fourteen-day right of withdrawal. That right does not apply if the token was already admitted to trading before the purchase, and it can no longer be exercised once the subscription period of a time-limited offer has ended. We draft the terms of sale and check that they are consistent with the white paper.

Airdrop

A genuinely free distribution falls outside the rules on offers to the public. It is no longer free if the recipient must provide personal data or if the offeror receives fees from third parties in exchange for the token. We analyse each distribution mechanism before it is announced. Admission of the token to trading requires a white paper in any event.

Liquidity provider

Once the token is admitted to trading, MiCA’s market abuse rules apply: prohibition of market manipulation and insider dealing, public disclosure of inside information. The agreement with the liquidity provider (market maker) must take them into account: volumes, remuneration, token lending, information to holders. We draft and negotiate these agreements, as well as agreements with platforms, technical providers and advisers.

Modified white paper

Any significant new factor, material mistake or material inaccuracy requires a modified white paper. It is notified to the AMF at least 7 working days before its publication, together with the modified marketing communications and the reasons for the change.

End of life of the token

Discontinuing the project, migrating to a new token, withdrawal from trading: each case affects holders, platforms and market information. The issuer must act honestly, fairly and professionally, update the published information and deal with the rights attached to the token. We organise these operations with the platforms and draft the documents addressed to holders.

ORWL Avocats also advises on the taxation of the issuance and of the founders, through its Tax practice.

Why work with ORWL Avocats?

Since 2018, the firm has advised issuers of utility tokens, Web3 projects preparing an admission to trading, trading platforms and issuers established outside the Union. It handles notifications before the AMF and compares for its clients the practice of other European authorities. The practice is ranked in Chambers FinTech and recognised by Leaders League.

A lawyer brings to a token launch what a consultant cannot: the legal classification of the token and of each distribution mechanism, legal professional privilege over the project and its founders, and responsibility for the advice given. Our technical understanding of protocols allows us to handle the white paper, the contracts, the communications and the dealings with the regulator in a single file.

A partner leads every engagement, from the classification of the token to its life on the market.