EU Markets in Crypto-Assets Regulation (MiCA) - Part 3: Main Operational Conditions for Crypto-Asset Trading Platform

Introduced by the European Commission as part of the Digital Finance Package, which includes other legislative proposals like the DLT Pilot Regime and DORA, Regulation (EU) 2023/1114 of 31 May 2023 on markets in crypto-assets (“MiCA” or “Markets in Crypto-Assets Regulation”) establishes a comprehensive and harmonized framework for regulating crypto-asset markets across the European Union (EU). By overseeing the issuance of crypto-assets and the provision of related services, MiCA sets the groundwork for a unified regulatory environment for crypto-assets in the EU. This regulation has been fully effective since 30 December 2024.

In Vietnam, the development of a legal framework to manage crypto-assets and digital currencies was emphasized by General Secretary Mr. To Lam at a meeting with the Central Policy and Strategy Committee on 24 February 2025. The General Secretary requested the National Assembly and Government agencies to institutionalize the management of this field, i.e. to research and apply a controlled “pilot” mechanism (sandbox) to establish a "trading floor" for crypto-assets and digital currencies related activities. On 05 March 2025, Deputy Minister of Finance Mr. Nguyen Duc Chi said that within March 2025, the Government will issue a resolution, allowing the pilot operation of a crypto-asset trading floor so that investors, organizations and individuals will soon have a safe-place to trade.
In this article, we introduce some key elements of the MiCA regime such as services related to Crypto Assets, licensing requirements for registering Crypto Asset Service Providers (CASPs) etc. so that Vietnamese investors can grasp relevant information and prepare to accompany with the construction of Vietnam’s legal framework on virtual assets, crypto assets which will be very soon to be introduced by the Vietnam Government.

General Requirements for Crypto-Asset Trading Platforms

To operate a crypto-asset exchange, a Crypto-Asset Service Provider license is required, and several conditions must be met by the CASP to obtain and maintain this license.
•    Operating Rules: CASPs operating a trading platform must establish clear and transparent operating rules. These rules should include approval processes, customer due diligence, exclusion categories for crypto-assets, and policies for admission to trading.
•    Fair Access: Objective, non-discriminatory rules and proportionate criteria for participation in trading activities must promote fair and open access to the trading platform.
•    Orderly Trading: Non-discretionary rules and procedures to ensure fair and orderly trading and objective criteria for the efficient execution of orders.
•    Suitability Assessment: Before admitting a crypto-asset to trading, CASPs must ensure it complies with the platform's operating rules and assess its suitability, considering the reliability of technical solutions, potential for illicit activities, and the issuer's reputation.
•    Prohibition of Anonymity: The operating rules must prevent the admission of crypto-assets with inbuilt anonymization functions unless the holders and their transaction history can be identified.
•    Own Account Trading Restriction: CASPs operating a trading platform are not allowed to deal on own account on the trading platform for crypto-assets they operate, including where they provide the exchange of crypto-assets for funds or other crypto-assets.
•    Market Abuse Prevention: Systems must be in place to prevent or detect market abuse.
•    Transparency: CASPs must make pre-trade and post-trade transparency data available to the public on a reasonable commercial basis.
Additional Requirements
•    Honest and Fair Conduct: CASPs must act honestly, fairly, and professionally in the best interests of their clients.
•    Risk Warnings: Clients must be warned of the risks associated with transactions in crypto-assets.
•    Prudential Safeguards: CASPs must meet prudential requirements, maintaining either a fixed amount of minimum capital or one-quarter of their fixed overheads.
•    Compliance Procedures: Policies and procedures to ensure compliance with MiCA.
•    Record Keeping: Records of all crypto-asset services, activities, orders, and transactions must be maintained.
•    Orderly Wind-Down Plan: A plan for the orderly wind-down of activities, ensuring minimal economic harm to clients, is necessary.
By adhering to these requirements, Crypto-Asset Exchange Operators can obtain and maintain the necessary license, ensuring regulatory compliance and a secure trading environment.

Protection for Crypto-Asset Regulation for Consumers and Investors

MiCA aims to protect consumers and investors in the crypto-asset market through several key measures:
•    Authorization and Supervision of CASPs: MiCA requires crypto-asset service providers (CASPs) to be authorized to operate within the EU, ensuring they meet specific standards and are subject to ongoing supervision. This includes scrutiny of their business plans, governance arrangements, and internal control mechanisms.
•    Conduct of Business Obligations: MiCA imposes obligations for all CASPs to act honestly, fairly, and professionally in the best interests of their clients. This includes providing information that is fair, clear, and not misleading, including in marketing communications.
•    Prudential Requirements: To ensure financial stability and protect client assets, MiCA sets out prudential requirements for CASPs, including maintaining a minimum level of capital.
•    Organizational Requirements: CASPs are subject to strong organizational requirements, including employing qualified personnel and establishing robust risk management and internal control mechanisms. They also need to have business continuity plans and systems to ensure the integrity and confidentiality of information [8].
•    Safeguarding Client Assets: MiCA mandates that CASPs have adequate arrangements to safeguard clients’ ownership rights regarding their crypto-assets.
•    Managing Conflicts of Interest: CASPs must implement and maintain effective policies and procedures to identify, prevent, manage, and disclose conflicts of interest.
•    Complaint Handling Procedures: To ensure consumer protection, CASPs are required to establish effective complaint-handling procedures.
•    Suitability Assessments: When providing advice on crypto-assets or managing portfolios, CASPs must assess whether the services and crypto-assets are suitable for their clients, considering their experience, knowledge, objectives, and ability to bear losses.
•    Right of Withdrawal: Retail holders who acquire crypto-assets (other than asset-referenced tokens or e-money tokens) directly from the offeror or a CASP placing the crypto-assets on behalf of the offeror have a right of withdrawal during a period of 14 days after their acquisition.
•    Market Abuse Prevention: MiCA includes measures to prevent insider dealing, unlawful disclosure of inside information, and market manipulation related to crypto-assets. CASPs are required to have systems in place to detect potential market abuse committed by clients.
•    Transparency for Trading Platforms: CASPs operating trading platforms must have clear operating rules and ensure pre- and post-trade transparency.
•    ESMA and EBA Guidelines: ESMA and EBA are tasked with developing guidelines and technical standards to ensure consistent application of MiCA provisions, particularly concerning investor protection.
•    Intervention Powers: Competent authorities, ESMA, and EBA have the power to intervene in the market by suspending or prohibiting offers or services, imposing administrative sanctions, and requiring amendments to marketing communications.
•    Standardized Classification: MiCA mandates a standardized test for the classification of crypto-assets, ensuring a common approach to regulatory classifications, which aids in consistent application and investor protection.
•    Legal Opinions: Credit institutions intending to offer to the public or seek admission to trading of an ART are to provide to the competent authority a legal opinion on the qualification of the crypto-asset.
•    Annual Reporting: ESMA is required to submit an annual report to the European Parliament and the Council on the application of MiCA and developments in crypto-asset markets for any needed changes to ensure the protection of clients and holders of crypto-assets.

ALTAS’ Services in Vietnam

(i)    Business Licensing Package: including Company Establishment, Investment Registration, and Post-Registration Compliance: We provide guidance on post-registration obligations, such as tax registration, social insurance registration, and Corporate Secretarial Services;
(ii)    Operational/ Specialized Licenses: We assist with obtaining operational licenses for specific business activities and regulated industries such as manufacturing, trading, services, e-commerce, Healthcare, Educational or Food & Beverage (restaurants) etc.;
(iii)    Tax & Accounting & Bookkeeping Services: We assist with all aspects of tax compliance, bookkeeping services, social insurance contributions, and compliance with labor regulations. We also assist with Tax Settlements and Tax Refund for businesses including negotiating with tax authorities and resolving any outstanding tax liabilities;
(iv)    Data Protection: We assist with compliance with data protection regulations including drafting, reviewing Data Protection Impact Assessments (DPIAs), Data Processing/Transfer Agreement, Privacy Policies and necessary documentation required by the Personal Data Protection Decree (PDPD);
(v)    Dispute Resolution including Litigation, Mediation, Arbitration; and
(vi)    Legal Retainer Services upon Client’s demand.

Conclusion

The MiCA aims to regulate and harmonize the crypto-asset market within the European Union. In Vietnam the Prime Minister has urged the National Assembly and the Government to promptly establish a legal framework for digital assets in March 2025. Thus, Vietnamese investors should get ready to support the development of Vietnam’s legal framework for crypto assets, which will soon be introduced by the Vietnamese Government.
ALTAS LAW is committed to supporting investors and businesses during this volatile period. Please contact Partner Chris Luong at chris.luong@altas.vn if you need further information or assistance.
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Written: Luong Van Chuong - Partner Lawyer at  ALTAS Law & Dang Thi Ngoc Lan - Legal Senior Assistant

Date: 02/04/2025