The MFSA has on the 30th July 2018 issued a consultation paper on the Virtual Financial Assets rules for issuers of Virtual Financial assets. The closing date for submission was 13th August 2018 and now the MFSA is expected to issue the official chapter after taking into account the submissions which it has received as well as other consultations with relevant stake holders which it has carried out.
This paper is intended to form part of a rule book which will be entitled the ‘Virtual Financial Assets Rulebook’ and which will be divided into three chapters. This chapter applies to issuers of Virtual Financial Assets.
The first title of this chapter outlines the high-level principles which should guide issuers when issuing Virtual Financial Assets while title 2 sets out the general requirements for issuers which includes that the issuers must be legal persons and that the business is directed by two persons. Title 3 outlines the initial and ongoing requirements applicable to initial VFA offerings, which mainly related to the requirements to register their white paper as well as the conditions to admit VFA assets on a DLT exchange. Title 4 provides details with regards to the administrative penalties and sanctions as well as the principles which will be guiding the MFSA when imposing administrative penalties.
This chapter also includes the MFSA’s interpretation on the transitory provisions provided for under Article 62(1)(a) of the Virtual Financial Assets Act.
This article will deal with Title 3 of Chapter 2 of the rule book which outlines the initial and ongoing requirements applicable to initial VFA offerings, which are mainly related to the requirements to register the white paper as well as the conditions to admit VFA assets on a DLT exchange.
Title 3 – Initial VFA Offerings and Trading on DLT exchanges
Issuers who wish to offer their Virtual Financial assets to the public in or from within Malta or wish to apply for their admission to trading on a DLT exchange must draw a white paper which complies with the requirements of the VFA Act and register it with the MFSA. Such an issuer must through its VFA agent submit the following documents to the MFSA.
- The white paper signed by its board of administration
- A copy of the financial instrument test signed by its board of administration and endorsed by its VFA agent
- A confirmation from its systems auditor that the technology arrangements comply with qualitative standards and guidelines issued by the Malta Digital and Innovation Authority
- Audited financial statements of the last 3 years
- Consolidated audited financial statements for the last 3 years where the issuer forms part of a group
- Its constitutional document
- Registration fee
The white paper must provide information about the issuer as well as the proposed activities. The whitepaper must:
- Be dated
- Contain all the information as per First Schedule of the VFA Act
- Signed by the board of administration
- Include a statement signed by the board of administration that the white paper complies with the requirements under the VFA Act, the rules and the regulations