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BLOCKCHAIN: REGULATION OF TECHNOLOGIES BASED ON DISTRIBUTED LOGISTERS IN SAN MARINO

28
Mar, 2025

The rules on Blockchain Technology for Businesses introduce transparent, clear and simple regulation, providing specific disciplines for the different applications of Distributed Ledger Technology.

Advantages and benefits

Transparency: anti-money laundering measures for maximum protection of the system.

Concreteness: a solid and unalterable legal framework. Operators can move fluidly and in the presence of clear rules.

Regulatory certainty: a regulated ecosystem with clear and precise rules in order to attract deserving investors and achieve the transformations that blockchain technology offers to the company.

Favourable tax regime.

The Republic of San Marino has decided to use an assimilation mechanism, both from a fiscal and accounting perspective, in particular:

Usage tokens are assimilated to foreign currencies.

Investment tokens are assimilated to shares, participatory financial instruments or debt securities of the issuer.

A tax exemption is provided for IGR (General Income Tax) purposes with regard to income realized through transactions carried out with the tokens regulated in the decree.

The applications regulated by the Blockchain Regulation are currently two: usage tokens and investment tokens.

In this first phase, it was decided not to regulate the so-called cryptocurrencies (or payment tokens or payment tokens), since they currently represent a residual slice of the reference market and since this type of token cannot ignore the rules of the money market and payment services.

Recipients

Anyone involved in the issuance of usage and/or investment tokens will be able to operate and issue digital assets once they have obtained a specific recognition as a Blockchain Entity issued by the Institute.

The regulation applies to Blockchain Entities, i.e. companies or other entities with autonomous legal personality that use blockchain systems, resident:

  • In the Republic of San Marino.
  • In a member country of the European Union.
  • In a non-EU country that is not classified as a high-risk country and is considered suitable by the legislation in force in the Republic of San Marino.

DISTRIBUTED REGISTER-BASED TECHNOLOGIES REGULATION

The law regulates the issuance, offer, admission to trading and provision of services in tokens in the Republic of San Marino, in order to protect the market, customers and savings; establishing a single regulatory framework, both with regard to the authorization and supervision of the relevant operators and with regard to the performance of the relevant services and activities.

The rule does not apply:

  1. to the Enlarged Public Sector pursuant to Law 5 December 2011 n.188;
  2. to the Central Bank of the Republic of San Marino.

Definitions

For the purposes of the regulation, the following definitions apply:

  1. «AIF»: Financial Information Agency referred to in Article 2 of Law 17 June 2008 no. 92 and subsequent amendments;
  2. «admission to trading»: admission of tokens to trading on a trading platform;
  3. «virtual assets»: virtual assets referred to in Article 1, paragraph 1, letter b bis) of Law no. 92/2008 and subsequent amendmentsthat;
  4. «Central Bank»: the Central Bank of the Republic of San Marino referred to in Law 29 June 2005 no. 96 and subsequent amendments;
  5. «customer»: the person to whom the token offers or token services of a DLT operator are addressed;
  6. «professional client»: professional client referred to in Article 1 of the Central Bank Regulation no. 2006/03;
  7. «token placement»: marketing of tokens to buyers, in the name or on behalf of the offeror or issuer or a party connected to them;
  8. «token consultancy»: offer, provision or agreement for the provision of personalised recommendations to customers, at the request of the latter or at the initiative of the token service provider providing the consultancy, in relation to one or more transactions relating to tokens or the use of token services;
  9. «crypto-assets or “type A tokens”»: financial assets in tokenised form issued in the exercise of the reserved activities referred to in Annex 1 to Law 17 November 2005 no. 165 and subsequent amendments, financial instrument tokens and crypto-currencies;
  10. «crypto-asset linked»: a token that is neither an electronic money token nor a financial instrument token or a crypto-currency, linked to other assets or goods, or to multiple legal tender currencies, or to a combination of all of these;
  11. «crypto-currency»: a divisible token without declarative content that is not issued or guaranteed by a central bank or a public body and is not linked to a legal tender currency;
  12. «token custody and administration»: custody or control, on behalf of clients, of tokens or means of access to such tokens, where applicable in the form of cryptographic keys private;
  13. «issuer»: DLT operator who assumes the obligation to fulfill the obligation or the subjection expressed in the token or, in the event that the token does not have declarative content, the person who requests admission to trading of the token on a trading platform;
  14. «execution of token orders»: conclusion of agreements, on behalf of customers, for the purchase or sale of one or more tokens or the subscription on behalf of customers of one or more tokens, including the conclusion of contracts for the sale of tokens at the time of their offer to the public or admission to trading;
  15. «tokenized form»: format that takes information when it is stored using distributed ledger technology;
  16. «funds»: funds referred to in Article 1, paragraph 1, letter o bis) of the LISF;
  17. «management of a token trading platform»: management of one or more multilateral systems that allows or facilitates the meeting, within the system and according to its rules, of multiple third-party interests for the purchase or sale of tokens, in such a way as to lead to the conclusion of contracts, exchanging tokens for funds, or exchanging tokens for other tokens;
  18. «token portfolio management»: management, on a discretionary basis and individualized, of investment portfolios within the scope of a mandate granted by clients, where such portfolios include one or more tokens;
  19. «Innovation Institute»: Innovation Institute of the Republic of San Marino referred to in Delegated Decree 7 March 2018 n.23 and subsequent amendments;
  20. «LISF»: Law 17 November 2005 n.165 “Law on businesses and banking, financial and insurance services” and subsequent amendments;
  21. «non fungible token (or NFT)»: non-divisible token without declarative content issued in a limited edition unique or limited;
    • aa) «offeror»: a person who makes an offer of tokens to the public;
    • bb) «offer to the public»: a communication addressed to persons, in any form and by any means, which presents sufficient information on the conditions of the offer and on the tokens offered so as to allow potential holders to decide whether to purchase such tokens;
    • cc) «DLT operator»: a person who issues, offers, or requests admission to trading of
    • tokens, or who provides token services;
    • dd) «token trading platform»: an IT infrastructure that allows or facilitates the matching of supply and demand for tokens, as well as the conclusion and execution of subsequent exchange contracts;
    • ee) «DLT platform»: an IT infrastructure that implements a distributed ledger technology for the generation and transfer of tokens;
    • ff) «provider of services in crypto-assets»: DLT operator that provides one or more services in crypto-assets;
    • gg) «provider of services in the field of virtual assets»: entity referred to in Article 1, paragraph 1, letter s bis), of Law no. 92/2008 and subsequent amendments;
    • hh) «provider of services in tokens other than crypto-assets»: DLT operator that provides one or more services in tokens other than crypto-assets;
    • ii) «register of DLT operators»: register referred to in Law 138/2024;
    • ll) «reception and transmission of token orders»: receipt from customers of an order to buy or sell one or more tokens or to subscribe to one or more tokens and the transmission of such order to a third party for execution purposes;
    • mm) «exchange of tokens for other tokens»: conclusion of contracts with customers for the purchase or sale of tokens against other tokens, using own positions;
    • nn) «exchange of tokens for funds»: conclusion of contracts with customers for the purchase or sale of tokens against funds, using own positions own;
    • oo) «crypto-asset services»: services referred to in letter L bis) of Annex 1 to the LISF; pp) «tokenized services»:
      • custody and administration of tokens;
      • management of a token trading platform;
      • exchange of tokens for funds;
      • exchange of tokens with other tokens;
      • execution of token orders;
      • token placement;
      • reception and transmission of token orders;
      • token consultancy;
      • token portfolio management;
      • token transfer.
    • qq) «UAE Analysis and Control Section»: section of the Economic Activities Office referred to in Article 22 of Annex A of Law No. 188/2011 and subsequent amendments which, following the implementation of Article 7 of Delegated Decree No. 103 of 3 July 2023, takes over the functions of the Control Activities Office;
    • rr) «Distributed Ledger Technology – DLT»: technology that allows the recording and updating of a database in digital format distributed among multiple network nodes by executing a shared consensus protocol, or other similar technology that allows the univocal historicization and resilience of information in a digital archive;
    • ss) «token»: an electronic document intended as an electronic representation of legally relevant acts, facts or data, in tokenized form;
    • tt) «electronic money token»: electronic money referred to in Article 1, letter z bis) of Law no. 165/2005 and subsequent amendments, in tokenized form;
    • uu) «financial instrument token»: financial instrument referred to in Annex 2 of Law no. 165/2005 and subsequent amendments, in tokenized form;
    • vv) «type B token»: tokens other than crypto-assets;
    • zz) «token transfer»: transfer on behalf of customers of tokens through a DLT platform;
    • aaa) «UAE»: Office of Economic Activities referred to in Article 22 of Annex A of Law No. 188/2011 and subsequent amendments;
    • bbb) «utility token»: type B token with declarative content that grants the right to receive a provision of goods or services;
    • ccc) «white paper»: information document that describes the token as well as any underlying business project or negotiation program of the DLT operator and illustrates the characteristics and subjective and patrimonial requirements of the latter.

Competent authorities on DLT operators

The Central Bank is the competent supervisory authority for crypto-assets or type A tokens.
The Institute for Innovation, pursuant to this delegated decree, is the competent authority for tokens other than crypto-assets or type B tokens.
DLT operators who also provide services in crypto-assets, as well as the issuance, offering or admission to trading of crypto-assets, are subject to the supervision of the Central Bank.
DLT operators who exclusively provide services in tokens other than crypto-assets, as well as the issuing, offering or admission to trading of tokens of the same type.                                                                
In cases of DLT operators who jointly provide services in type A and type B tokens, the Central Bank is the competent authority.
Without prejudice to their respective areas of competence, the Central Bank and the Institute for Innovation shall collaborate for the correct management and updating of the register of DLT operators as well as for the purpose of developing technical standards for the regulation of their respective areas of operation and for preparing standard forms, formats and models for the exercise of the rights and obligations set out in this delegated decree.

Obligations of DLT operators

The DLT operator:

    • must be registered in the register of DLT operators;
    • if not foreign, must be incorporated as a joint-stock company, pursuant to Law 23 February 2006 no. 47 and subsequent amendments.

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The requirement referred to in letter b) does not apply to the exercise of the token consultancy service, provided that it is provided exclusively with respect to other token services, on an independent basis and without the possibility of holding, even temporarily, funds or tokens belonging to customers.
The DLT operator subject to the supervision of the Central Bank is registered in the register referred to in letter a), upon positive outcome of the authorisation procedures under the jurisdiction of the same Bank Central Bank.

Activities of foreign entities

Foreign DLT operators who intend to carry out the offer of crypto-assets in the Republic of San Marino or request admission to trading of crypto-assets on a trading platform managed by a DLT operator established in the Republic of San Marino, or provide crypto-asset services in the Republic of San Marino, must request authorization from the Central Bank.
The Central Bank, also pursuant to articles 75 and 76 of the LISF, regulates with its own provision the cases in which the exercise by foreign entities of the activities referred to in the previous paragraph can be carried out only through the establishment of a branch and not under the regime of provision of services without an establishment.
Foreign DLT operators who intend to carry out the offer of crypto-assets in the Republic of San Marino or request admission to trading of crypto-assets on a trading platform managed by a DLT operator established in the Republic of San Marino, or provide crypto-assets services in the Republic of San Marino, must request authorization from the Central Bank.
The Central Bank, also pursuant to articles 75 and 76 of the LISF, regulates with its own provision the cases in which the exercise by foreign entities of the activities referred to in the previous paragraph can be carried out only through the establishment of a branch and not under the regime of provision of services without an establishment.
Foreign DLT operators who intend to carry out the offer of crypto-assets in the Republic of San Marino or request admission to trading in crypto-assets on a trading platform managed by a DLT operator established in the Republic of San Marino, or provide crypto-assets services in the Republic of San Marino, must request authorization from the Central Bank.
The Central Bank, also pursuant to articles 75 and 76 of the LISF, regulates with its own provision the cases in which the exercise by foreign entities of the activities referred to in the previous paragraph can be carried out only through the establishment of a branch and in the Republic of San Marino, the offering of tokens other than crypto-assets or requesting admission to trading of tokens other than crypto-assets on a trading platform managed by a DLT operator established in the Republic of San Marino, or providing services in the Republic of San Marino in tokens other than crypto-assets, must request authorisation from the Institute for’Innovation.
The Innovation Institute regulates, with its own regulations, the cases in which the exercise by foreign entities of the activities referred to in the previous paragraphs can be carried out only through the establishment of a branch and not under the regime of provision of services without establishment.
The Central Bank and the Innovation Institute establish, for their respective areas of competence, the cases in which the activities of foreign entities constitute provision of services without establishment in the Republic of San Marino.

Separation of assets

The tokens or funds owned by individual customers, held by the token service provider for any reason, constitute autonomous assets, separate for all purposes from those of the service provider and from those of the other customers of the service provider. No actions by the creditors of the service provider or in their interest are permitted on such assets. The actions of the creditors of individual customers are permitted within the limits of the assets of the latter.
In the regime of asset separation referred to in the previous paragraph, unless specific written consent is given by the customers on specific forms, the token service provider cannot use, in its own interest or that of third parties, the tokens and funds owned by the customers held by it in any capacity.

Incompatibility

Without prejudice to the provisions of Article 4 of the LISF, the Central Bank establishes with its own provision the cases in which the issuance, the offer to the public or the request for admission to trading of crypto-assets is incompatible with the provision by the same DLT operator of one or more crypto-asset services referred to in letter L bis) of Annex 1 to the LISF.
The Institute for Innovation regulates with its own regulations, issued, the cases in which the issuance, the offer to the public or the request for admission to trading of tokens other than crypto-assets is incompatible with the provision by the same DLT operator of one or more token services, or the cases in which one or more token services other than crypto-assets cannot be provided by the same DLT operator.

Issuers’ obligations

Without prejudice to the provisions, the token issuer must draft, notify and publish a white paper and, where necessary, update it, before proceeding with the public offering.
Without prejudice to the provisions of the previous paragraph, the Central Bank establishes with its own provision the additional obligations that the issuer of crypto-assets is required to comply with, and may, among other things, provide for, for certain types of crypto-assets, to submit the relevant white paper to an authorization procedure.

Exclusions

The provisions of the obligations of issuers do not apply to DLT operators:

    1. the proponent does not offer sufficient guarantees regarding the offer of products and
    2. services described in the utility token;
    3. the proponent does not have a clear organizational structure, with defined lines of responsibility;
    4. the proponent does not have technological infrastructures and human resources proportionate to the scope of the activities described in the application;
    5. the members of the administrative body and the shareholders or partners of the proponent do not meet the requirements of integrity and competence as defined by the regulations issued by the Institute;
    6. the applicant does not have the authorization of the Central Bank itself.

In the event of a negative outcome of the resolution to register in the register of DLT operators, the Institute for Innovation shall provide the applicant with adequate justification for the reasons for refusing registration.

The Institute for Innovation, for the purposes of assessing the application for registration in the register of DLT operators and in the cases provided for by the memoranda of understanding, has the right to send the application file accompanied by its assessments to the Central Bank. In such cases, the deadline shall be considered interrupted pending the response from the Central Bank. The proposer shall be notified of such interruption of the deadline.
In the cases referred to in the previous paragraph, the Central Bank has a term of thirty days to send a written reference to the Institute for Innovation. The deadline may be suspended if the Central Bank needs to acquire additional information or additional documentation with respect to that already produced by the proponent.

Once the evaluations have been received, the Institute for Innovation:

    1. registers the DLT operator in the register, in the respective sections, if the reference transmitted by the Central Bank confirms that the proponent intends to carry out the issue, the offer or request admission to trading of tokens other than crypto-assets or provide services in tokens other than crypto-assets;
    2. ses the operator’s registration pursuant to the provisions of the previous paragraphs.

Cancellation from the DLT operator register

Cancellation from Sections I, II, III of the DLT operator register is carried out by the Innovation Institute with a reasoned provision in the following cases:

    1. cancellation of the DLT operator following revocation or voluntary termination of the authorization to operate or termination of the specific ATECO codes;
    2. default of the DLT operator or admission to bankruptcy proceedings;
    3. provision of the judicial authority;
    4. suspension of the activity by the DLT operator formore than nine consecutive months;
    5. failure to comply within the deadline given to the invitation to comply;
    6. verification of the untruthfulness of what is stated in the white paper;
    7. adoption by the Central Bank of prohibitory measures on crypto-asset issuers;
    8. serious violations that are also repeated or systemic or multiple of Law no. 92/2008 and subsequent amendments, pursuant to Article 67 –ter, paragraph 2 of the same law;
    9. suppressed
    10. request of the DLT operator.

The cancellation from Section IV of the register of DLT operators is carried out by the Institute for Innovation following the revocation of the authorization to exercise reserved activities by the Central Bank.
By way of derogation, in the event that the DLT operator is registered following the authorization of the Central Bank, any modification or cancellation of the same from the register kept by the Institute for Innovation must occur exclusively upon indication of the Central Bank.
The cancellation measure is notified to the DLT Operator within five days of adoption.
The cancellation from the register of DLT operators may be limited to one or more of the activities and services provided by the DLT operator.
The Institute for Innovation may address to the DLT operator an invitation to comply with a deadline for compliance with the provisions.
The cancellation from the register of DLT operators entails the immediate interruption of any activity of issuing and offering tokens or provision of token services in the territory of the Republic of San Marino, without prejudice to the operations necessary for exercising the right of withdrawal and the activities and services indicated in the cancellation measure. A judicial appeal against the measures of the Institute for Innovation is permitted in the forms and within the terms set out in Title II of Law no. 28 June 1989. 68.

Accounting discipline

Tokens issued by issuers before their placement are not computable in the issuer’s balance sheet, except for the obligation to include information in the explanatory notes.
The accounting recognition of tokens is carried out taking into account the activity carried out by the company and the purpose of the investment.

Sanctions

Unless the act constitutes a crime, the violation of the provisions of the Law 138/2024 and its implementing provisions is punishable by an administrative fine ranging from €1,000.00 (one thousand/00) to €30,000.00 (thirty thousand/00).
In the event that the violation is serious, in derogation from the maximum amounts referred to in the previous paragraph, the amount of the administrative sanctions may be determined within the measures indicated below:

    1. in the case of a legal person, up to 10 percent of the total revenues of the company in the previous financial year;
    2. up to double the amount of the benefit deriving from the natural person or legal protection from the violation, if such benefit can be determined.

If the Institute for Innovation detects violations of the provisions of this delegated decree by DLT operators other than those subject to supervision by the Central Bank, it shall send an appropriate technical report to the UAE or to the Analysis and Control Section of the UAE, which shall proceed to impose the appropriate administrative sanctions. The technical report must indicate the violation found, the reasons for the application of the administrative sanction and the amount of the same.
With regard to the discipline on administrative sanctions, with reference to DLT operators who provide services in crypto-assets and DLT operators who issue, offer or request admission to trading in crypto-assets, the provisions of Articles 31 and 32 of Law no. 96/2005 and subsequent amendments, Article 141 of the LISF and Decree no. 76/2006 and subsequent amendments apply.
With reference to DLT operators in the previous paragraph, the Central Bank may impose, in derogation from the maximum amounts, administrative sanctionsadministrative sanctions pursuant to Article 18-bis of Decree No. 76/2006 and subsequent amendments.
The right to extinguish the imposed sanction, through voluntary oblation, can be exercised through the payment of a sum equal to half of the imposed sanction within twenty days of receipt of the same.
The administrative pecuniary sanctions imposed can be challenged pursuant to Title II of Law No. 68/1989.

Measures for the assessment of the risks of money laundering, terrorist financing and failure to apply and evasion of targeted financial sanctions

AIF, the Central Bank and the Institute for Innovation, identify, analyze and assess the risks of money laundering and terrorist financing arising from the activities referred to in Law 138/2024 in order to understand such risks and propose actions to mitigate them.
The authorities referred to in the previous paragraph also adopt appropriate measures to identify, assess, understand and mitigate the risks of failure to apply and evasion of targeted financial sanctions related to the financing of the proliferation of weapons of mass destruction.
The authorities indicated in the previous paragraphs may avail themselves of the support of other authorities and offices of the Public Administration identified by them.
The above activity must take place in compliance with the provisions of Articles 16-bis, 16-ter and 16-quater of Law no. 92/2008 and subsequent amendments.
This activity must be updated periodically or if new risks emerge, significant events occur, important changes in the reference scenarios occur or it is deemed necessary in any case appropriate.

National collaboration

The Central Bank, the Institute for Innovation and AIF collaborate, also through the exchange of information, by stipulating memoranda of understanding.
The authorities referred to in the previous paragraph may also collaborate with public administrations, sector authorities as well as with entities that exercise control activities.

International collaboration

The Institute for Innovation also collaborates by exchanging information, on the basis of reciprocity, including through the signing of any specific memoranda of understanding, with one or more foreign authorities that perform, in whole or in part, supervisory functions equivalent or similar to their own regardless of their organizational status.
The exchange of information may take place upon request or on the initiative and concerns the information necessary for the exercise of the respective supervisory functions. This exchange of information takes place promptly, taking into account the effectiveness and efficiency criteria of the Innovation Institute and through a safe and protected channel.

Coordination with Law 17 June 2008 n.92 and subsequent amendments

Tokens are virtual assets pursuant to Article 1, paragraph 1, letter b bis) of Law n.92/2008 and subsequent amendments, except for specific exclusions determined by AIF with its own provision.
The “token services” referred to in letter pp) fall within the activities or operations referred to in Article 1, paragraph 1, letter s bis), point v bis) of Law n. 92/2008 and subsequent amendments. Pending the issuance of provisions by AIF, token service providers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of designated financial entities.
Issuers are subject to adequate verification, registration and conservation obligations, as well as reporting pursuant to Law no. 92/2008 and subsequent amendments as indicated by AIF provision. Pending the issuance of such provision by AIF, issuers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of non-financial designated entities.
Failure to comply with the provisions of the previous paragraphs is punished according to the provisions of Law no. 92/2008 and subsequent amendments and the assessment and imposition of administrative pecuniary sanctions is the responsibility of AIF, in the manner and within the terms set out in the aforementioned law.

Annex A to the Delegated Decree of 29 August 2024 n.138

ANNEX A

White paper for DLT operators – minimum content Part A: General operator information

    1. Name of issuer;
    2. Registered office;
    3. Identifier of the legal entity;
    4. Group of companies, if the issuer is part of it;
    5. Identity, address and functions of the persons belonging to the administrative body of the issuer;
    6. Declaration pursuant to Article 10;
    7. Potential conflicts of interest;
    8. Details of the issuer’s financial results for the last three years or, where the issuer was incorporated less than three years ago, the issuer’s financial results since the date of its registration;
    9. Financial condition for the last three years of the offeror or person asking for admission to trading or, where the offeror or person asking for admission to trading was incorporated less than three years ago, its financial condition since the date of its registration.
    10. The financial condition shall be assessed on the basis of a fair review of the development and results of the business of the offeror or person asking for admission to trading and of its position for each financial year and interim period for which they are financial information relating to past financial years, including the causes of material changes, is required.
    11. The report must provide a balanced and comprehensive analysis of the development and results of the offeror’s or person asking for admission to trading’s business and its situation, consistent with the size and complexity of the business.

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Part B: Information on the token project

    1. Name of the project and the token (if different from the name of the offeror or person asking for admission to trading) and abbreviation or ticker;
    2. Token type: description of the characteristics, including data necessary for the classification of the Token White Paper and the token functionalities offered including information on the expected timeframe for the implementation of the functionalities;
    3. Brief description of the project;
    4. Details of all natural or legal persons involved in the implementation of the token project, such as consultants, development teams and crypto-asset service providers;
    5. If the token project concerns utility tokens, the main characteristics of the goods or services;
    6. Information on the token project, in particular its past and future milestones and, where applicable, the resources already allocated to the project (road map);
    7. Intended use of any funds or other crypto-assets raised.

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Part C: Information on the public offering of tokens or their admission to trading

    1. Indication certifying whether the White Paper concerns a public offering of tokens;
    2. Reasons for the public offering or request for admission to trading;
    3. Amount that the offering intends to raise in any fiat currency or any other crypto-asset;
    4. Any soft cap (minimum amount necessary for the realization of the project) or hard cap (maximum amount of the offer to the public) set for the public offering of crypto- assets;
    5. Issuance price of the token being offered to the public (in an official currency), any commissionssubscription or the method for determining the offer price;
    6. Total number of tokens that are the subject of the public offer or admitted to trading;
    7. Indication of the potential holders to whom the public offer of tokens or the admission of such tokens to trading is addressed, including any restrictions as to the type of holders of such tokens;
    8. Specific notice that purchasers participating in the public offer of tokens may be reimbursed if the minimum subscription target is not reached at the end of the public offer, if they exercise the right of withdrawal provided for or if the offer is terminated cancelled;
    9. Detailed description of the redemption mechanism, referred to in point 8, including the expected timeframe for the completion of such redemptions;
    10. Information on the various phases of the public offering of tokens, including information on the discounted purchase price for early purchasers (pre-sales to the public). In case of discounted purchase price for some buyers, explanation of the reason why the purchase price may be different and description of the consequences for other investors;
    11. Payment methods for the purchase of the tokens offered and the methods of transferring value to buyers when they are entitled to be refunded;
    12. Information on the right of withdrawal;
    13. Information on the methods and timing of transfer to the holders of the purchased tokens;
    14. If applicable, the name of the service provider for crypto-asset responsible for the placement of the token and the form of such placement (whether or not on the basis of an irrevocable commitment);
    15. If applicable, the name of the token trading platform for which admission to trading is sought and information on how investors can access such trading platforms and the related costs;
    16. The expenses related to the public offering of tokens;
    17. Potential conflicts of interest of persons involved in the public offering or admission to trading, in relation to the offer or admission to trading;
    18. The law applicable to the public offering of tokens, as well as the competent courts.

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Part D: Information on the rights and obligations associated with tokens

    1. A description of the rights and obligations of the buyer, as well as the procedure and conditions for exercising those rights;
    2. A description of the conditions under which the rights and obligations may be changed; obligations;
    3. Where applicable, information on future public offerings of tokens by the issuer and the number of tokens held by the issuer;
    4. If the public offering of tokens, or their admission to trading, concerns utility tokens, information on the quality and quantity of goods or services to which they give access;
    5. If the public offering of tokens or their admission to trading concerns utility tokens, information on how they can be redeemed for the goods or services to which they relate;
    6. If admission to trading is not required, information on how and where tokens can be purchased or sold after the public offering;
    7. Where applicable, restrictions on the transferability of the tokens being offered;
    8. Where applicable, tokens with protocols for increasing or decreasing their supply in response to changes in demand, a description of how those protocols work;
    9. Where applicable, a description of token value protection and compensation schemes;
    10. The law applicable to the token, as well as the competent courts.

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Part E: Information on the underlying technology

    1. Information on the technology used, including the distributed ledger technology, protocols and technical standards used;
    2. Where applicable, the mechanism for consent;
    3. The incentive mechanisms to secure transactions and any applicable fees;
    4. If tokens are issued, transferred and stored using distributed ledger technology, a detailed description of how such distributed ledger technology works;
    5. Any attestation of the audit of the technology used, if such audit has been carried out.

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Part F: Information on risks

    1. A description of the risks associated with the public offering of tokens or their admission to trading;
    2. A description of the risks associated with the issuer, if different from the offeror or the person requesting admission to trading;
    3. A description of the risks associated with the tokens;
    4. A description of the risks associated with the implementation of the project;
    5. A description of the risks associated with the technology used, as well as mitigation measures, if any.

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In-depth information:


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    1. the proponent has not notified the white paper pursuant to Article 11 where required;
    2. the white paper does not contain at least all the information and data indicated in Annex A;
    3. the white paper contains information and data that are inconsistent or not sufficiently clear in the exposition;
    4. the white paper contains data and information that are untrue or incorrect;
    5. the proponent has already offered the tokens described in the white paper to the public in ways or circumstances other than those indicated in the white paper;
    6. the proponent does not have the authorization of the Central Bank.

The Institute for Innovation refuses registration in Sections III and IV of the register of DLT operators if:

    1. the proponent does not offer sufficient guarantees regarding the offer of products and
    2. services described in the utility token;
    3. the proponent does not have a clear organizational structure, with defined lines of responsibility;
    4. the proponent does not have technological infrastructures and human resources proportionate to the scope of the activities described in the application;
    5. the members of the administrative body and the shareholders or partners of the proponent do not meet the requirements of integrity and competence as defined by the regulations issued by the Institute;
    6. the applicant does not have the authorization of the Central Bank itself.

In the event of a negative outcome of the resolution to register in the register of DLT operators, the Institute for Innovation shall provide the applicant with adequate justification for the reasons for refusing registration.

The Institute for Innovation, for the purposes of assessing the application for registration in the register of DLT operators and in the cases provided for by the memoranda of understanding, has the right to send the application file accompanied by its assessments to the Central Bank. In such cases, the deadline shall be considered interrupted pending the response from the Central Bank. The proposer shall be notified of such interruption of the deadline.
In the cases referred to in the previous paragraph, the Central Bank has a term of thirty days to send a written reference to the Institute for Innovation. The deadline may be suspended if the Central Bank needs to acquire additional information or additional documentation with respect to that already produced by the proponent.

Once the evaluations have been received, the Institute for Innovation:

    1. registers the DLT operator in the register, in the respective sections, if the reference transmitted by the Central Bank confirms that the proponent intends to carry out the issue, the offer or request admission to trading of tokens other than crypto-assets or provide services in tokens other than crypto-assets;
    2. ses the operator’s registration pursuant to the provisions of the previous paragraphs.

Cancellation from the DLT operator register

Cancellation from Sections I, II, III of the DLT operator register is carried out by the Innovation Institute with a reasoned provision in the following cases:

    1. cancellation of the DLT operator following revocation or voluntary termination of the authorization to operate or termination of the specific ATECO codes;
    2. default of the DLT operator or admission to bankruptcy proceedings;
    3. provision of the judicial authority;
    4. suspension of the activity by the DLT operator formore than nine consecutive months;
    5. failure to comply within the deadline given to the invitation to comply;
    6. verification of the untruthfulness of what is stated in the white paper;
    7. adoption by the Central Bank of prohibitory measures on crypto-asset issuers;
    8. serious violations that are also repeated or systemic or multiple of Law no. 92/2008 and subsequent amendments, pursuant to Article 67 –ter, paragraph 2 of the same law;
    9. suppressed
    10. request of the DLT operator.

The cancellation from Section IV of the register of DLT operators is carried out by the Institute for Innovation following the revocation of the authorization to exercise reserved activities by the Central Bank.
By way of derogation, in the event that the DLT operator is registered following the authorization of the Central Bank, any modification or cancellation of the same from the register kept by the Institute for Innovation must occur exclusively upon indication of the Central Bank.
The cancellation measure is notified to the DLT Operator within five days of adoption.
The cancellation from the register of DLT operators may be limited to one or more of the activities and services provided by the DLT operator.
The Institute for Innovation may address to the DLT operator an invitation to comply with a deadline for compliance with the provisions.
The cancellation from the register of DLT operators entails the immediate interruption of any activity of issuing and offering tokens or provision of token services in the territory of the Republic of San Marino, without prejudice to the operations necessary for exercising the right of withdrawal and the activities and services indicated in the cancellation measure. A judicial appeal against the measures of the Institute for Innovation is permitted in the forms and within the terms set out in Title II of Law no. 28 June 1989. 68.

Accounting discipline

Tokens issued by issuers before their placement are not computable in the issuer’s balance sheet, except for the obligation to include information in the explanatory notes.
The accounting recognition of tokens is carried out taking into account the activity carried out by the company and the purpose of the investment.

Sanctions

Unless the act constitutes a crime, the violation of the provisions of the Law 138/2024 and its implementing provisions is punishable by an administrative fine ranging from €1,000.00 (one thousand/00) to €30,000.00 (thirty thousand/00).
In the event that the violation is serious, in derogation from the maximum amounts referred to in the previous paragraph, the amount of the administrative sanctions may be determined within the measures indicated below:

    1. in the case of a legal person, up to 10 percent of the total revenues of the company in the previous financial year;
    2. up to double the amount of the benefit deriving from the natural person or legal protection from the violation, if such benefit can be determined.

If the Institute for Innovation detects violations of the provisions of this delegated decree by DLT operators other than those subject to supervision by the Central Bank, it shall send an appropriate technical report to the UAE or to the Analysis and Control Section of the UAE, which shall proceed to impose the appropriate administrative sanctions. The technical report must indicate the violation found, the reasons for the application of the administrative sanction and the amount of the same.
With regard to the discipline on administrative sanctions, with reference to DLT operators who provide services in crypto-assets and DLT operators who issue, offer or request admission to trading in crypto-assets, the provisions of Articles 31 and 32 of Law no. 96/2005 and subsequent amendments, Article 141 of the LISF and Decree no. 76/2006 and subsequent amendments apply.
With reference to DLT operators in the previous paragraph, the Central Bank may impose, in derogation from the maximum amounts, administrative sanctionsadministrative sanctions pursuant to Article 18-bis of Decree No. 76/2006 and subsequent amendments.
The right to extinguish the imposed sanction, through voluntary oblation, can be exercised through the payment of a sum equal to half of the imposed sanction within twenty days of receipt of the same.
The administrative pecuniary sanctions imposed can be challenged pursuant to Title II of Law No. 68/1989.

Measures for the assessment of the risks of money laundering, terrorist financing and failure to apply and evasion of targeted financial sanctions

AIF, the Central Bank and the Institute for Innovation, identify, analyze and assess the risks of money laundering and terrorist financing arising from the activities referred to in Law 138/2024 in order to understand such risks and propose actions to mitigate them.
The authorities referred to in the previous paragraph also adopt appropriate measures to identify, assess, understand and mitigate the risks of failure to apply and evasion of targeted financial sanctions related to the financing of the proliferation of weapons of mass destruction.
The authorities indicated in the previous paragraphs may avail themselves of the support of other authorities and offices of the Public Administration identified by them.
The above activity must take place in compliance with the provisions of Articles 16-bis, 16-ter and 16-quater of Law no. 92/2008 and subsequent amendments.
This activity must be updated periodically or if new risks emerge, significant events occur, important changes in the reference scenarios occur or it is deemed necessary in any case appropriate.

National collaboration

The Central Bank, the Institute for Innovation and AIF collaborate, also through the exchange of information, by stipulating memoranda of understanding.
The authorities referred to in the previous paragraph may also collaborate with public administrations, sector authorities as well as with entities that exercise control activities.

International collaboration

The Institute for Innovation also collaborates by exchanging information, on the basis of reciprocity, including through the signing of any specific memoranda of understanding, with one or more foreign authorities that perform, in whole or in part, supervisory functions equivalent or similar to their own regardless of their organizational status.
The exchange of information may take place upon request or on the initiative and concerns the information necessary for the exercise of the respective supervisory functions. This exchange of information takes place promptly, taking into account the effectiveness and efficiency criteria of the Innovation Institute and through a safe and protected channel.

Coordination with Law 17 June 2008 n.92 and subsequent amendments

Tokens are virtual assets pursuant to Article 1, paragraph 1, letter b bis) of Law n.92/2008 and subsequent amendments, except for specific exclusions determined by AIF with its own provision.
The “token services” referred to in letter pp) fall within the activities or operations referred to in Article 1, paragraph 1, letter s bis), point v bis) of Law n. 92/2008 and subsequent amendments. Pending the issuance of provisions by AIF, token service providers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of designated financial entities.
Issuers are subject to adequate verification, registration and conservation obligations, as well as reporting pursuant to Law no. 92/2008 and subsequent amendments as indicated by AIF provision. Pending the issuance of such provision by AIF, issuers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of non-financial designated entities.
Failure to comply with the provisions of the previous paragraphs is punished according to the provisions of Law no. 92/2008 and subsequent amendments and the assessment and imposition of administrative pecuniary sanctions is the responsibility of AIF, in the manner and within the terms set out in the aforementioned law.

Annex A to the Delegated Decree of 29 August 2024 n.138

ANNEX A

White paper for DLT operators – minimum content Part A: General operator information

    1. Name of issuer;
    2. Registered office;
    3. Identifier of the legal entity;
    4. Group of companies, if the issuer is part of it;
    5. Identity, address and functions of the persons belonging to the administrative body of the issuer;
    6. Declaration pursuant to Article 10;
    7. Potential conflicts of interest;
    8. Details of the issuer’s financial results for the last three years or, where the issuer was incorporated less than three years ago, the issuer’s financial results since the date of its registration;
    9. Financial condition for the last three years of the offeror or person asking for admission to trading or, where the offeror or person asking for admission to trading was incorporated less than three years ago, its financial condition since the date of its registration.
    10. The financial condition shall be assessed on the basis of a fair review of the development and results of the business of the offeror or person asking for admission to trading and of its position for each financial year and interim period for which they are financial information relating to past financial years, including the causes of material changes, is required.
    11. The report must provide a balanced and comprehensive analysis of the development and results of the offeror’s or person asking for admission to trading’s business and its situation, consistent with the size and complexity of the business.

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Part B: Information on the token project

    1. Name of the project and the token (if different from the name of the offeror or person asking for admission to trading) and abbreviation or ticker;
    2. Token type: description of the characteristics, including data necessary for the classification of the Token White Paper and the token functionalities offered including information on the expected timeframe for the implementation of the functionalities;
    3. Brief description of the project;
    4. Details of all natural or legal persons involved in the implementation of the token project, such as consultants, development teams and crypto-asset service providers;
    5. If the token project concerns utility tokens, the main characteristics of the goods or services;
    6. Information on the token project, in particular its past and future milestones and, where applicable, the resources already allocated to the project (road map);
    7. Intended use of any funds or other crypto-assets raised.

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Part C: Information on the public offering of tokens or their admission to trading

    1. Indication certifying whether the White Paper concerns a public offering of tokens;
    2. Reasons for the public offering or request for admission to trading;
    3. Amount that the offering intends to raise in any fiat currency or any other crypto-asset;
    4. Any soft cap (minimum amount necessary for the realization of the project) or hard cap (maximum amount of the offer to the public) set for the public offering of crypto- assets;
    5. Issuance price of the token being offered to the public (in an official currency), any commissionssubscription or the method for determining the offer price;
    6. Total number of tokens that are the subject of the public offer or admitted to trading;
    7. Indication of the potential holders to whom the public offer of tokens or the admission of such tokens to trading is addressed, including any restrictions as to the type of holders of such tokens;
    8. Specific notice that purchasers participating in the public offer of tokens may be reimbursed if the minimum subscription target is not reached at the end of the public offer, if they exercise the right of withdrawal provided for or if the offer is terminated cancelled;
    9. Detailed description of the redemption mechanism, referred to in point 8, including the expected timeframe for the completion of such redemptions;
    10. Information on the various phases of the public offering of tokens, including information on the discounted purchase price for early purchasers (pre-sales to the public). In case of discounted purchase price for some buyers, explanation of the reason why the purchase price may be different and description of the consequences for other investors;
    11. Payment methods for the purchase of the tokens offered and the methods of transferring value to buyers when they are entitled to be refunded;
    12. Information on the right of withdrawal;
    13. Information on the methods and timing of transfer to the holders of the purchased tokens;
    14. If applicable, the name of the service provider for crypto-asset responsible for the placement of the token and the form of such placement (whether or not on the basis of an irrevocable commitment);
    15. If applicable, the name of the token trading platform for which admission to trading is sought and information on how investors can access such trading platforms and the related costs;
    16. The expenses related to the public offering of tokens;
    17. Potential conflicts of interest of persons involved in the public offering or admission to trading, in relation to the offer or admission to trading;
    18. The law applicable to the public offering of tokens, as well as the competent courts.

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Part D: Information on the rights and obligations associated with tokens

    1. A description of the rights and obligations of the buyer, as well as the procedure and conditions for exercising those rights;
    2. A description of the conditions under which the rights and obligations may be changed; obligations;
    3. Where applicable, information on future public offerings of tokens by the issuer and the number of tokens held by the issuer;
    4. If the public offering of tokens, or their admission to trading, concerns utility tokens, information on the quality and quantity of goods or services to which they give access;
    5. If the public offering of tokens or their admission to trading concerns utility tokens, information on how they can be redeemed for the goods or services to which they relate;
    6. If admission to trading is not required, information on how and where tokens can be purchased or sold after the public offering;
    7. Where applicable, restrictions on the transferability of the tokens being offered;
    8. Where applicable, tokens with protocols for increasing or decreasing their supply in response to changes in demand, a description of how those protocols work;
    9. Where applicable, a description of token value protection and compensation schemes;
    10. The law applicable to the token, as well as the competent courts.

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Part E: Information on the underlying technology

    1. Information on the technology used, including the distributed ledger technology, protocols and technical standards used;
    2. Where applicable, the mechanism for consent;
    3. The incentive mechanisms to secure transactions and any applicable fees;
    4. If tokens are issued, transferred and stored using distributed ledger technology, a detailed description of how such distributed ledger technology works;
    5. Any attestation of the audit of the technology used, if such audit has been carried out.

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Part F: Information on risks

    1. A description of the risks associated with the public offering of tokens or their admission to trading;
    2. A description of the risks associated with the issuer, if different from the offeror or the person requesting admission to trading;
    3. A description of the risks associated with the tokens;
    4. A description of the risks associated with the implementation of the project;
    5. A description of the risks associated with the technology used, as well as mitigation measures, if any.

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In-depth information:


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    1. Section I. Issuers of tokens other than crypto-assets;
    2. Section II. Crypto-asset issuers;
    3. Section III. Non-crypto-asset token service providers;
    4. Section IV. Crypto-asset service providers.

The formation and content of the register of DLT operators and the methods of registration and cancellation from the same, as well as any other aspect relating to the maintenance of the same, are governed by the Institute for Innovation with its own regulation.

Registration in the register of DLT operators is subject to obtaining the authorization to operate by the UAE, subject to the issue, by the competent authority, of a certificate regarding the existence of the requirements required to carry out the activity.
DLT operators must obtain authorization to operate pursuant to the Delegated Decree of 14 March 2024 n.50 concerning the relevant ATECO codes divided by type of activity.
Specific ATECO codes are identified for the activities regulated by the law.

Registration of DLT operators in the register

DLT operators may proceed with the issuance, offer, request for admission to trading of tokens or the provision of token services only after registration in the register of DLT operators.
Registration in the register is subject to a practice fee, in the amount established by directive of the Institute for Innovation.

Evaluation of the registration request

For the purposes of registration in the register of DLT operators, the proposing entity submits an application to the Institute for Innovation, according to the methods that will be established by the Institute with its own regulation.
Within ten working days of receipt, the Institute for Innovation evaluates the completeness of the application. In the event that the application is incomplete, the Institute for Innovation grants the proponent a term of not less than ten working days within which to provide the missing information or documents.
Even after the expiry of the term referred to in the previous paragraph, the Institute for Innovation, by setting a term of not less than ten days for the response, may ask the proponent for further information and documents to complete the application or in order to evaluate its correctness.
The application automatically lapses if, upon expiry of the term, it is found to be incomplete with the information and documents requested by the Institute for Innovation. In this case, the Innovation Institute shall notify the proponent.
Within thirty days from the date of receipt of a complete application, or from the deadline granted for the integration of information and documentation, the Innovation Institute shall decide on the registration in the register of DLT operators and, within the following five working days, shall notify the proponent of the outcome.
The proponent may not submit a new application until the conclusion of the procedure referred to in this article.

The Innovation Institute shall refuse registration in the Sectionni I and II of the DLT operators register if:

    1. the proponent has not notified the white paper pursuant to Article 11 where required;
    2. the white paper does not contain at least all the information and data indicated in Annex A;
    3. the white paper contains information and data that are inconsistent or not sufficiently clear in the exposition;
    4. the white paper contains data and information that are untrue or incorrect;
    5. the proponent has already offered the tokens described in the white paper to the public in ways or circumstances other than those indicated in the white paper;
    6. the proponent does not have the authorization of the Central Bank.

The Institute for Innovation refuses registration in Sections III and IV of the register of DLT operators if:

    1. the proponent does not offer sufficient guarantees regarding the offer of products and
    2. services described in the utility token;
    3. the proponent does not have a clear organizational structure, with defined lines of responsibility;
    4. the proponent does not have technological infrastructures and human resources proportionate to the scope of the activities described in the application;
    5. the members of the administrative body and the shareholders or partners of the proponent do not meet the requirements of integrity and competence as defined by the regulations issued by the Institute;
    6. the applicant does not have the authorization of the Central Bank itself.

In the event of a negative outcome of the resolution to register in the register of DLT operators, the Institute for Innovation shall provide the applicant with adequate justification for the reasons for refusing registration.

The Institute for Innovation, for the purposes of assessing the application for registration in the register of DLT operators and in the cases provided for by the memoranda of understanding, has the right to send the application file accompanied by its assessments to the Central Bank. In such cases, the deadline shall be considered interrupted pending the response from the Central Bank. The proposer shall be notified of such interruption of the deadline.
In the cases referred to in the previous paragraph, the Central Bank has a term of thirty days to send a written reference to the Institute for Innovation. The deadline may be suspended if the Central Bank needs to acquire additional information or additional documentation with respect to that already produced by the proponent.

Once the evaluations have been received, the Institute for Innovation:

    1. registers the DLT operator in the register, in the respective sections, if the reference transmitted by the Central Bank confirms that the proponent intends to carry out the issue, the offer or request admission to trading of tokens other than crypto-assets or provide services in tokens other than crypto-assets;
    2. ses the operator’s registration pursuant to the provisions of the previous paragraphs.

Cancellation from the DLT operator register

Cancellation from Sections I, II, III of the DLT operator register is carried out by the Innovation Institute with a reasoned provision in the following cases:

    1. cancellation of the DLT operator following revocation or voluntary termination of the authorization to operate or termination of the specific ATECO codes;
    2. default of the DLT operator or admission to bankruptcy proceedings;
    3. provision of the judicial authority;
    4. suspension of the activity by the DLT operator formore than nine consecutive months;
    5. failure to comply within the deadline given to the invitation to comply;
    6. verification of the untruthfulness of what is stated in the white paper;
    7. adoption by the Central Bank of prohibitory measures on crypto-asset issuers;
    8. serious violations that are also repeated or systemic or multiple of Law no. 92/2008 and subsequent amendments, pursuant to Article 67 –ter, paragraph 2 of the same law;
    9. suppressed
    10. request of the DLT operator.

The cancellation from Section IV of the register of DLT operators is carried out by the Institute for Innovation following the revocation of the authorization to exercise reserved activities by the Central Bank.
By way of derogation, in the event that the DLT operator is registered following the authorization of the Central Bank, any modification or cancellation of the same from the register kept by the Institute for Innovation must occur exclusively upon indication of the Central Bank.
The cancellation measure is notified to the DLT Operator within five days of adoption.
The cancellation from the register of DLT operators may be limited to one or more of the activities and services provided by the DLT operator.
The Institute for Innovation may address to the DLT operator an invitation to comply with a deadline for compliance with the provisions.
The cancellation from the register of DLT operators entails the immediate interruption of any activity of issuing and offering tokens or provision of token services in the territory of the Republic of San Marino, without prejudice to the operations necessary for exercising the right of withdrawal and the activities and services indicated in the cancellation measure. A judicial appeal against the measures of the Institute for Innovation is permitted in the forms and within the terms set out in Title II of Law no. 28 June 1989. 68.

Accounting discipline

Tokens issued by issuers before their placement are not computable in the issuer’s balance sheet, except for the obligation to include information in the explanatory notes.
The accounting recognition of tokens is carried out taking into account the activity carried out by the company and the purpose of the investment.

Sanctions

Unless the act constitutes a crime, the violation of the provisions of the Law 138/2024 and its implementing provisions is punishable by an administrative fine ranging from €1,000.00 (one thousand/00) to €30,000.00 (thirty thousand/00).
In the event that the violation is serious, in derogation from the maximum amounts referred to in the previous paragraph, the amount of the administrative sanctions may be determined within the measures indicated below:

    1. in the case of a legal person, up to 10 percent of the total revenues of the company in the previous financial year;
    2. up to double the amount of the benefit deriving from the natural person or legal protection from the violation, if such benefit can be determined.

If the Institute for Innovation detects violations of the provisions of this delegated decree by DLT operators other than those subject to supervision by the Central Bank, it shall send an appropriate technical report to the UAE or to the Analysis and Control Section of the UAE, which shall proceed to impose the appropriate administrative sanctions. The technical report must indicate the violation found, the reasons for the application of the administrative sanction and the amount of the same.
With regard to the discipline on administrative sanctions, with reference to DLT operators who provide services in crypto-assets and DLT operators who issue, offer or request admission to trading in crypto-assets, the provisions of Articles 31 and 32 of Law no. 96/2005 and subsequent amendments, Article 141 of the LISF and Decree no. 76/2006 and subsequent amendments apply.
With reference to DLT operators in the previous paragraph, the Central Bank may impose, in derogation from the maximum amounts, administrative sanctionsadministrative sanctions pursuant to Article 18-bis of Decree No. 76/2006 and subsequent amendments.
The right to extinguish the imposed sanction, through voluntary oblation, can be exercised through the payment of a sum equal to half of the imposed sanction within twenty days of receipt of the same.
The administrative pecuniary sanctions imposed can be challenged pursuant to Title II of Law No. 68/1989.

Measures for the assessment of the risks of money laundering, terrorist financing and failure to apply and evasion of targeted financial sanctions

AIF, the Central Bank and the Institute for Innovation, identify, analyze and assess the risks of money laundering and terrorist financing arising from the activities referred to in Law 138/2024 in order to understand such risks and propose actions to mitigate them.
The authorities referred to in the previous paragraph also adopt appropriate measures to identify, assess, understand and mitigate the risks of failure to apply and evasion of targeted financial sanctions related to the financing of the proliferation of weapons of mass destruction.
The authorities indicated in the previous paragraphs may avail themselves of the support of other authorities and offices of the Public Administration identified by them.
The above activity must take place in compliance with the provisions of Articles 16-bis, 16-ter and 16-quater of Law no. 92/2008 and subsequent amendments.
This activity must be updated periodically or if new risks emerge, significant events occur, important changes in the reference scenarios occur or it is deemed necessary in any case appropriate.

National collaboration

The Central Bank, the Institute for Innovation and AIF collaborate, also through the exchange of information, by stipulating memoranda of understanding.
The authorities referred to in the previous paragraph may also collaborate with public administrations, sector authorities as well as with entities that exercise control activities.

International collaboration

The Institute for Innovation also collaborates by exchanging information, on the basis of reciprocity, including through the signing of any specific memoranda of understanding, with one or more foreign authorities that perform, in whole or in part, supervisory functions equivalent or similar to their own regardless of their organizational status.
The exchange of information may take place upon request or on the initiative and concerns the information necessary for the exercise of the respective supervisory functions. This exchange of information takes place promptly, taking into account the effectiveness and efficiency criteria of the Innovation Institute and through a safe and protected channel.

Coordination with Law 17 June 2008 n.92 and subsequent amendments

Tokens are virtual assets pursuant to Article 1, paragraph 1, letter b bis) of Law n.92/2008 and subsequent amendments, except for specific exclusions determined by AIF with its own provision.
The “token services” referred to in letter pp) fall within the activities or operations referred to in Article 1, paragraph 1, letter s bis), point v bis) of Law n. 92/2008 and subsequent amendments. Pending the issuance of provisions by AIF, token service providers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of designated financial entities.
Issuers are subject to adequate verification, registration and conservation obligations, as well as reporting pursuant to Law no. 92/2008 and subsequent amendments as indicated by AIF provision. Pending the issuance of such provision by AIF, issuers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of non-financial designated entities.
Failure to comply with the provisions of the previous paragraphs is punished according to the provisions of Law no. 92/2008 and subsequent amendments and the assessment and imposition of administrative pecuniary sanctions is the responsibility of AIF, in the manner and within the terms set out in the aforementioned law.

Annex A to the Delegated Decree of 29 August 2024 n.138

ANNEX A

White paper for DLT operators – minimum content Part A: General operator information

    1. Name of issuer;
    2. Registered office;
    3. Identifier of the legal entity;
    4. Group of companies, if the issuer is part of it;
    5. Identity, address and functions of the persons belonging to the administrative body of the issuer;
    6. Declaration pursuant to Article 10;
    7. Potential conflicts of interest;
    8. Details of the issuer’s financial results for the last three years or, where the issuer was incorporated less than three years ago, the issuer’s financial results since the date of its registration;
    9. Financial condition for the last three years of the offeror or person asking for admission to trading or, where the offeror or person asking for admission to trading was incorporated less than three years ago, its financial condition since the date of its registration.
    10. The financial condition shall be assessed on the basis of a fair review of the development and results of the business of the offeror or person asking for admission to trading and of its position for each financial year and interim period for which they are financial information relating to past financial years, including the causes of material changes, is required.
    11. The report must provide a balanced and comprehensive analysis of the development and results of the offeror’s or person asking for admission to trading’s business and its situation, consistent with the size and complexity of the business.

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Part B: Information on the token project

    1. Name of the project and the token (if different from the name of the offeror or person asking for admission to trading) and abbreviation or ticker;
    2. Token type: description of the characteristics, including data necessary for the classification of the Token White Paper and the token functionalities offered including information on the expected timeframe for the implementation of the functionalities;
    3. Brief description of the project;
    4. Details of all natural or legal persons involved in the implementation of the token project, such as consultants, development teams and crypto-asset service providers;
    5. If the token project concerns utility tokens, the main characteristics of the goods or services;
    6. Information on the token project, in particular its past and future milestones and, where applicable, the resources already allocated to the project (road map);
    7. Intended use of any funds or other crypto-assets raised.

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Part C: Information on the public offering of tokens or their admission to trading

    1. Indication certifying whether the White Paper concerns a public offering of tokens;
    2. Reasons for the public offering or request for admission to trading;
    3. Amount that the offering intends to raise in any fiat currency or any other crypto-asset;
    4. Any soft cap (minimum amount necessary for the realization of the project) or hard cap (maximum amount of the offer to the public) set for the public offering of crypto- assets;
    5. Issuance price of the token being offered to the public (in an official currency), any commissionssubscription or the method for determining the offer price;
    6. Total number of tokens that are the subject of the public offer or admitted to trading;
    7. Indication of the potential holders to whom the public offer of tokens or the admission of such tokens to trading is addressed, including any restrictions as to the type of holders of such tokens;
    8. Specific notice that purchasers participating in the public offer of tokens may be reimbursed if the minimum subscription target is not reached at the end of the public offer, if they exercise the right of withdrawal provided for or if the offer is terminated cancelled;
    9. Detailed description of the redemption mechanism, referred to in point 8, including the expected timeframe for the completion of such redemptions;
    10. Information on the various phases of the public offering of tokens, including information on the discounted purchase price for early purchasers (pre-sales to the public). In case of discounted purchase price for some buyers, explanation of the reason why the purchase price may be different and description of the consequences for other investors;
    11. Payment methods for the purchase of the tokens offered and the methods of transferring value to buyers when they are entitled to be refunded;
    12. Information on the right of withdrawal;
    13. Information on the methods and timing of transfer to the holders of the purchased tokens;
    14. If applicable, the name of the service provider for crypto-asset responsible for the placement of the token and the form of such placement (whether or not on the basis of an irrevocable commitment);
    15. If applicable, the name of the token trading platform for which admission to trading is sought and information on how investors can access such trading platforms and the related costs;
    16. The expenses related to the public offering of tokens;
    17. Potential conflicts of interest of persons involved in the public offering or admission to trading, in relation to the offer or admission to trading;
    18. The law applicable to the public offering of tokens, as well as the competent courts.

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Part D: Information on the rights and obligations associated with tokens

    1. A description of the rights and obligations of the buyer, as well as the procedure and conditions for exercising those rights;
    2. A description of the conditions under which the rights and obligations may be changed; obligations;
    3. Where applicable, information on future public offerings of tokens by the issuer and the number of tokens held by the issuer;
    4. If the public offering of tokens, or their admission to trading, concerns utility tokens, information on the quality and quantity of goods or services to which they give access;
    5. If the public offering of tokens or their admission to trading concerns utility tokens, information on how they can be redeemed for the goods or services to which they relate;
    6. If admission to trading is not required, information on how and where tokens can be purchased or sold after the public offering;
    7. Where applicable, restrictions on the transferability of the tokens being offered;
    8. Where applicable, tokens with protocols for increasing or decreasing their supply in response to changes in demand, a description of how those protocols work;
    9. Where applicable, a description of token value protection and compensation schemes;
    10. The law applicable to the token, as well as the competent courts.

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Part E: Information on the underlying technology

    1. Information on the technology used, including the distributed ledger technology, protocols and technical standards used;
    2. Where applicable, the mechanism for consent;
    3. The incentive mechanisms to secure transactions and any applicable fees;
    4. If tokens are issued, transferred and stored using distributed ledger technology, a detailed description of how such distributed ledger technology works;
    5. Any attestation of the audit of the technology used, if such audit has been carried out.

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Part F: Information on risks

    1. A description of the risks associated with the public offering of tokens or their admission to trading;
    2. A description of the risks associated with the issuer, if different from the offeror or the person requesting admission to trading;
    3. A description of the risks associated with the tokens;
    4. A description of the risks associated with the implementation of the project;
    5. A description of the risks associated with the technology used, as well as mitigation measures, if any.

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In-depth information:


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    1. has the power to issue sector regulations, application directives and guidelines related to its areas of competence;
    2. exercises supervision over DLT operators, including by requesting information and documentation, and detects violations of the regulations and directives referred to in letter a) and of the provisions of the law, with the power to assign a deadline to comply, as well as to suspend or revoke registration in the register, in the event of failure to comply.

In the cases referred to in letter b) of the previous paragraph, to carry out control and supervision activities, the Institute for Innovation may avail itself of the competent bodies, pursuant to the provisions of the law in force.

With reference to DLT operators subject to the supervision of the Central Bank, the Institute for Innovation shall collaborate with the Central Bank, and the Central Bank shall also have the right to request the Institute for Innovation to conduct assessments or produce opinions relating to the technical suitability profiles of the DLT operator, also with regard to any outsourcing of operational functions.
The Institute for Innovation, within the scope of its functions, in order to evaluate registration in the register of DLT operators, may conclude outsourcing or mandate agreements with professionals and operators of primary standing recognized on the international market, under its own responsibility.
The measures adopted by the Institute for Innovation areregulated pursuant to Law 5 October 2011 n. 160 and subsequent amendments.

Research, training, dissemination and community activities

The Institute for Innovation promotes training and dissemination initiatives related to the development and application of distributed ledger technologies, as well as carrying out or commissioning studies, research or sector surveys in this area.
The DLT operator, once registered in the register of DLT operators, has access to the coordination and direction activities of the Institute for Innovation.

DLT OPERATORS REGISTER

Establishment and maintenance of the register

The register of DLT operators is established at the Institute for Innovation.
The register of DLT operators is kept in native digital format and is made available to the public on the website of the Institute for Innovation.
The register of DLT operators is divided into the following sections:

    1. Section I. Issuers of tokens other than crypto-assets;
    2. Section II. Crypto-asset issuers;
    3. Section III. Non-crypto-asset token service providers;
    4. Section IV. Crypto-asset service providers.

The formation and content of the register of DLT operators and the methods of registration and cancellation from the same, as well as any other aspect relating to the maintenance of the same, are governed by the Institute for Innovation with its own regulation.

Registration in the register of DLT operators is subject to obtaining the authorization to operate by the UAE, subject to the issue, by the competent authority, of a certificate regarding the existence of the requirements required to carry out the activity.
DLT operators must obtain authorization to operate pursuant to the Delegated Decree of 14 March 2024 n.50 concerning the relevant ATECO codes divided by type of activity.
Specific ATECO codes are identified for the activities regulated by the law.

Registration of DLT operators in the register

DLT operators may proceed with the issuance, offer, request for admission to trading of tokens or the provision of token services only after registration in the register of DLT operators.
Registration in the register is subject to a practice fee, in the amount established by directive of the Institute for Innovation.

Evaluation of the registration request

For the purposes of registration in the register of DLT operators, the proposing entity submits an application to the Institute for Innovation, according to the methods that will be established by the Institute with its own regulation.
Within ten working days of receipt, the Institute for Innovation evaluates the completeness of the application. In the event that the application is incomplete, the Institute for Innovation grants the proponent a term of not less than ten working days within which to provide the missing information or documents.
Even after the expiry of the term referred to in the previous paragraph, the Institute for Innovation, by setting a term of not less than ten days for the response, may ask the proponent for further information and documents to complete the application or in order to evaluate its correctness.
The application automatically lapses if, upon expiry of the term, it is found to be incomplete with the information and documents requested by the Institute for Innovation. In this case, the Innovation Institute shall notify the proponent.
Within thirty days from the date of receipt of a complete application, or from the deadline granted for the integration of information and documentation, the Innovation Institute shall decide on the registration in the register of DLT operators and, within the following five working days, shall notify the proponent of the outcome.
The proponent may not submit a new application until the conclusion of the procedure referred to in this article.

The Innovation Institute shall refuse registration in the Sectionni I and II of the DLT operators register if:

    1. the proponent has not notified the white paper pursuant to Article 11 where required;
    2. the white paper does not contain at least all the information and data indicated in Annex A;
    3. the white paper contains information and data that are inconsistent or not sufficiently clear in the exposition;
    4. the white paper contains data and information that are untrue or incorrect;
    5. the proponent has already offered the tokens described in the white paper to the public in ways or circumstances other than those indicated in the white paper;
    6. the proponent does not have the authorization of the Central Bank.

The Institute for Innovation refuses registration in Sections III and IV of the register of DLT operators if:

    1. the proponent does not offer sufficient guarantees regarding the offer of products and
    2. services described in the utility token;
    3. the proponent does not have a clear organizational structure, with defined lines of responsibility;
    4. the proponent does not have technological infrastructures and human resources proportionate to the scope of the activities described in the application;
    5. the members of the administrative body and the shareholders or partners of the proponent do not meet the requirements of integrity and competence as defined by the regulations issued by the Institute;
    6. the applicant does not have the authorization of the Central Bank itself.

In the event of a negative outcome of the resolution to register in the register of DLT operators, the Institute for Innovation shall provide the applicant with adequate justification for the reasons for refusing registration.

The Institute for Innovation, for the purposes of assessing the application for registration in the register of DLT operators and in the cases provided for by the memoranda of understanding, has the right to send the application file accompanied by its assessments to the Central Bank. In such cases, the deadline shall be considered interrupted pending the response from the Central Bank. The proposer shall be notified of such interruption of the deadline.
In the cases referred to in the previous paragraph, the Central Bank has a term of thirty days to send a written reference to the Institute for Innovation. The deadline may be suspended if the Central Bank needs to acquire additional information or additional documentation with respect to that already produced by the proponent.

Once the evaluations have been received, the Institute for Innovation:

    1. registers the DLT operator in the register, in the respective sections, if the reference transmitted by the Central Bank confirms that the proponent intends to carry out the issue, the offer or request admission to trading of tokens other than crypto-assets or provide services in tokens other than crypto-assets;
    2. ses the operator’s registration pursuant to the provisions of the previous paragraphs.

Cancellation from the DLT operator register

Cancellation from Sections I, II, III of the DLT operator register is carried out by the Innovation Institute with a reasoned provision in the following cases:

    1. cancellation of the DLT operator following revocation or voluntary termination of the authorization to operate or termination of the specific ATECO codes;
    2. default of the DLT operator or admission to bankruptcy proceedings;
    3. provision of the judicial authority;
    4. suspension of the activity by the DLT operator formore than nine consecutive months;
    5. failure to comply within the deadline given to the invitation to comply;
    6. verification of the untruthfulness of what is stated in the white paper;
    7. adoption by the Central Bank of prohibitory measures on crypto-asset issuers;
    8. serious violations that are also repeated or systemic or multiple of Law no. 92/2008 and subsequent amendments, pursuant to Article 67 –ter, paragraph 2 of the same law;
    9. suppressed
    10. request of the DLT operator.

The cancellation from Section IV of the register of DLT operators is carried out by the Institute for Innovation following the revocation of the authorization to exercise reserved activities by the Central Bank.
By way of derogation, in the event that the DLT operator is registered following the authorization of the Central Bank, any modification or cancellation of the same from the register kept by the Institute for Innovation must occur exclusively upon indication of the Central Bank.
The cancellation measure is notified to the DLT Operator within five days of adoption.
The cancellation from the register of DLT operators may be limited to one or more of the activities and services provided by the DLT operator.
The Institute for Innovation may address to the DLT operator an invitation to comply with a deadline for compliance with the provisions.
The cancellation from the register of DLT operators entails the immediate interruption of any activity of issuing and offering tokens or provision of token services in the territory of the Republic of San Marino, without prejudice to the operations necessary for exercising the right of withdrawal and the activities and services indicated in the cancellation measure. A judicial appeal against the measures of the Institute for Innovation is permitted in the forms and within the terms set out in Title II of Law no. 28 June 1989. 68.

Accounting discipline

Tokens issued by issuers before their placement are not computable in the issuer’s balance sheet, except for the obligation to include information in the explanatory notes.
The accounting recognition of tokens is carried out taking into account the activity carried out by the company and the purpose of the investment.

Sanctions

Unless the act constitutes a crime, the violation of the provisions of the Law 138/2024 and its implementing provisions is punishable by an administrative fine ranging from €1,000.00 (one thousand/00) to €30,000.00 (thirty thousand/00).
In the event that the violation is serious, in derogation from the maximum amounts referred to in the previous paragraph, the amount of the administrative sanctions may be determined within the measures indicated below:

    1. in the case of a legal person, up to 10 percent of the total revenues of the company in the previous financial year;
    2. up to double the amount of the benefit deriving from the natural person or legal protection from the violation, if such benefit can be determined.

If the Institute for Innovation detects violations of the provisions of this delegated decree by DLT operators other than those subject to supervision by the Central Bank, it shall send an appropriate technical report to the UAE or to the Analysis and Control Section of the UAE, which shall proceed to impose the appropriate administrative sanctions. The technical report must indicate the violation found, the reasons for the application of the administrative sanction and the amount of the same.
With regard to the discipline on administrative sanctions, with reference to DLT operators who provide services in crypto-assets and DLT operators who issue, offer or request admission to trading in crypto-assets, the provisions of Articles 31 and 32 of Law no. 96/2005 and subsequent amendments, Article 141 of the LISF and Decree no. 76/2006 and subsequent amendments apply.
With reference to DLT operators in the previous paragraph, the Central Bank may impose, in derogation from the maximum amounts, administrative sanctionsadministrative sanctions pursuant to Article 18-bis of Decree No. 76/2006 and subsequent amendments.
The right to extinguish the imposed sanction, through voluntary oblation, can be exercised through the payment of a sum equal to half of the imposed sanction within twenty days of receipt of the same.
The administrative pecuniary sanctions imposed can be challenged pursuant to Title II of Law No. 68/1989.

Measures for the assessment of the risks of money laundering, terrorist financing and failure to apply and evasion of targeted financial sanctions

AIF, the Central Bank and the Institute for Innovation, identify, analyze and assess the risks of money laundering and terrorist financing arising from the activities referred to in Law 138/2024 in order to understand such risks and propose actions to mitigate them.
The authorities referred to in the previous paragraph also adopt appropriate measures to identify, assess, understand and mitigate the risks of failure to apply and evasion of targeted financial sanctions related to the financing of the proliferation of weapons of mass destruction.
The authorities indicated in the previous paragraphs may avail themselves of the support of other authorities and offices of the Public Administration identified by them.
The above activity must take place in compliance with the provisions of Articles 16-bis, 16-ter and 16-quater of Law no. 92/2008 and subsequent amendments.
This activity must be updated periodically or if new risks emerge, significant events occur, important changes in the reference scenarios occur or it is deemed necessary in any case appropriate.

National collaboration

The Central Bank, the Institute for Innovation and AIF collaborate, also through the exchange of information, by stipulating memoranda of understanding.
The authorities referred to in the previous paragraph may also collaborate with public administrations, sector authorities as well as with entities that exercise control activities.

International collaboration

The Institute for Innovation also collaborates by exchanging information, on the basis of reciprocity, including through the signing of any specific memoranda of understanding, with one or more foreign authorities that perform, in whole or in part, supervisory functions equivalent or similar to their own regardless of their organizational status.
The exchange of information may take place upon request or on the initiative and concerns the information necessary for the exercise of the respective supervisory functions. This exchange of information takes place promptly, taking into account the effectiveness and efficiency criteria of the Innovation Institute and through a safe and protected channel.

Coordination with Law 17 June 2008 n.92 and subsequent amendments

Tokens are virtual assets pursuant to Article 1, paragraph 1, letter b bis) of Law n.92/2008 and subsequent amendments, except for specific exclusions determined by AIF with its own provision.
The “token services” referred to in letter pp) fall within the activities or operations referred to in Article 1, paragraph 1, letter s bis), point v bis) of Law n. 92/2008 and subsequent amendments. Pending the issuance of provisions by AIF, token service providers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of designated financial entities.
Issuers are subject to adequate verification, registration and conservation obligations, as well as reporting pursuant to Law no. 92/2008 and subsequent amendments as indicated by AIF provision. Pending the issuance of such provision by AIF, issuers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of non-financial designated entities.
Failure to comply with the provisions of the previous paragraphs is punished according to the provisions of Law no. 92/2008 and subsequent amendments and the assessment and imposition of administrative pecuniary sanctions is the responsibility of AIF, in the manner and within the terms set out in the aforementioned law.

Annex A to the Delegated Decree of 29 August 2024 n.138

ANNEX A

White paper for DLT operators – minimum content Part A: General operator information

    1. Name of issuer;
    2. Registered office;
    3. Identifier of the legal entity;
    4. Group of companies, if the issuer is part of it;
    5. Identity, address and functions of the persons belonging to the administrative body of the issuer;
    6. Declaration pursuant to Article 10;
    7. Potential conflicts of interest;
    8. Details of the issuer’s financial results for the last three years or, where the issuer was incorporated less than three years ago, the issuer’s financial results since the date of its registration;
    9. Financial condition for the last three years of the offeror or person asking for admission to trading or, where the offeror or person asking for admission to trading was incorporated less than three years ago, its financial condition since the date of its registration.
    10. The financial condition shall be assessed on the basis of a fair review of the development and results of the business of the offeror or person asking for admission to trading and of its position for each financial year and interim period for which they are financial information relating to past financial years, including the causes of material changes, is required.
    11. The report must provide a balanced and comprehensive analysis of the development and results of the offeror’s or person asking for admission to trading’s business and its situation, consistent with the size and complexity of the business.

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Part B: Information on the token project

    1. Name of the project and the token (if different from the name of the offeror or person asking for admission to trading) and abbreviation or ticker;
    2. Token type: description of the characteristics, including data necessary for the classification of the Token White Paper and the token functionalities offered including information on the expected timeframe for the implementation of the functionalities;
    3. Brief description of the project;
    4. Details of all natural or legal persons involved in the implementation of the token project, such as consultants, development teams and crypto-asset service providers;
    5. If the token project concerns utility tokens, the main characteristics of the goods or services;
    6. Information on the token project, in particular its past and future milestones and, where applicable, the resources already allocated to the project (road map);
    7. Intended use of any funds or other crypto-assets raised.

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Part C: Information on the public offering of tokens or their admission to trading

    1. Indication certifying whether the White Paper concerns a public offering of tokens;
    2. Reasons for the public offering or request for admission to trading;
    3. Amount that the offering intends to raise in any fiat currency or any other crypto-asset;
    4. Any soft cap (minimum amount necessary for the realization of the project) or hard cap (maximum amount of the offer to the public) set for the public offering of crypto- assets;
    5. Issuance price of the token being offered to the public (in an official currency), any commissionssubscription or the method for determining the offer price;
    6. Total number of tokens that are the subject of the public offer or admitted to trading;
    7. Indication of the potential holders to whom the public offer of tokens or the admission of such tokens to trading is addressed, including any restrictions as to the type of holders of such tokens;
    8. Specific notice that purchasers participating in the public offer of tokens may be reimbursed if the minimum subscription target is not reached at the end of the public offer, if they exercise the right of withdrawal provided for or if the offer is terminated cancelled;
    9. Detailed description of the redemption mechanism, referred to in point 8, including the expected timeframe for the completion of such redemptions;
    10. Information on the various phases of the public offering of tokens, including information on the discounted purchase price for early purchasers (pre-sales to the public). In case of discounted purchase price for some buyers, explanation of the reason why the purchase price may be different and description of the consequences for other investors;
    11. Payment methods for the purchase of the tokens offered and the methods of transferring value to buyers when they are entitled to be refunded;
    12. Information on the right of withdrawal;
    13. Information on the methods and timing of transfer to the holders of the purchased tokens;
    14. If applicable, the name of the service provider for crypto-asset responsible for the placement of the token and the form of such placement (whether or not on the basis of an irrevocable commitment);
    15. If applicable, the name of the token trading platform for which admission to trading is sought and information on how investors can access such trading platforms and the related costs;
    16. The expenses related to the public offering of tokens;
    17. Potential conflicts of interest of persons involved in the public offering or admission to trading, in relation to the offer or admission to trading;
    18. The law applicable to the public offering of tokens, as well as the competent courts.

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Part D: Information on the rights and obligations associated with tokens

    1. A description of the rights and obligations of the buyer, as well as the procedure and conditions for exercising those rights;
    2. A description of the conditions under which the rights and obligations may be changed; obligations;
    3. Where applicable, information on future public offerings of tokens by the issuer and the number of tokens held by the issuer;
    4. If the public offering of tokens, or their admission to trading, concerns utility tokens, information on the quality and quantity of goods or services to which they give access;
    5. If the public offering of tokens or their admission to trading concerns utility tokens, information on how they can be redeemed for the goods or services to which they relate;
    6. If admission to trading is not required, information on how and where tokens can be purchased or sold after the public offering;
    7. Where applicable, restrictions on the transferability of the tokens being offered;
    8. Where applicable, tokens with protocols for increasing or decreasing their supply in response to changes in demand, a description of how those protocols work;
    9. Where applicable, a description of token value protection and compensation schemes;
    10. The law applicable to the token, as well as the competent courts.

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Part E: Information on the underlying technology

    1. Information on the technology used, including the distributed ledger technology, protocols and technical standards used;
    2. Where applicable, the mechanism for consent;
    3. The incentive mechanisms to secure transactions and any applicable fees;
    4. If tokens are issued, transferred and stored using distributed ledger technology, a detailed description of how such distributed ledger technology works;
    5. Any attestation of the audit of the technology used, if such audit has been carried out.

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Part F: Information on risks

    1. A description of the risks associated with the public offering of tokens or their admission to trading;
    2. A description of the risks associated with the issuer, if different from the offeror or the person requesting admission to trading;
    3. A description of the risks associated with the tokens;
    4. A description of the risks associated with the implementation of the project;
    5. A description of the risks associated with the technology used, as well as mitigation measures, if any.

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In-depth information:


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    1. the token offer is aimed at less than one hundred and fifty subjects;
    2. the value of the issue, over a period of twelve consecutive months, does not exceed EUR 1,000,000.00 (one million/00);
    3. the offer is addressed exclusively to professional clients on the condition that such tokens can only be held by such professional clients.

If a DLT operator, even if exempt, intends to voluntarily draft a white paper, this title applies.

The exclusions referred to in the previous paragraphs do not apply in cases of admission to trading of tokens.
The Central Bank and the Institute for Innovation may, within the scope of their respective competencesand, determine further cases of exclusion, in addition to those provided for by the law.

Drafting, format and publication of the white paper

The white paper, which must also be drafted in English, must contain at least the minimum information indicated by the law.
The white paper is published prominently on the website of the issuer and the DLT platform manager in a downloadable native digital format and signed with a digital signature of the legal representative of the DLT operator.
The white paper must remain available to the public within the terms set out in the previous paragraph for at least five years following the last token transaction.
The white paper relating to crypto-activities contains the information established by the Central Bank with its own provision, modulated taking into account the characteristics of the different types of crypto-assets.

Notification of the white paper

Issuers of tokens other than crypto-assets shall notify the white paper to the Institute for Innovation at least twenty calendar days before publication.
Issuers of crypto-assets shall notify the white paper to the Central Bank, according to the terms and conditions established by the latter with its own provision.

Commercial communications

Without prejudice to the exclusions provided for, any commercial communication relating to a public offering of tokens:

    1. can only be made after the publication of the white paper;
    2. is consistent with the information contained in the white paper;
    3. is expressly indicated as “commercial communication relating to a public offering of tokens”;
    4. indicates the address of the website where the white paper can be consulted and downloadable;
    5. indicates the general information and email address of the issuer.

Public offering

The issuer in crypto-assets publishes on its website the information regarding the public offering of crypto-assets as established by the Central Bank.
The issuer that offers tokens other than those in the previous paragraph publishes on its website the number of tokens issued, as well as those offered to the public and admitted to trading and updates this number at least once a quarterly.
The issuer, which sets a deadline for the public offering of tokens, prominently publishes the result of the public offering on its website within twenty working days of the end of the subscription period.
The issuer, which sets a deadline for the public offering of tokens, adopts effective provisions to monitor and protect the funds or crypto-assets collected during the public offering, ensuring that the funds or crypto-assets collected during the public offering are held in custody at a bank or at a provider of crypto-asset custody and administration services having the requirements established by the Central Bank.
The public offering of utility tokens that have as their object goods or services that do not yet exist or are not yet operational, cannot exceed twelve months from the date of first publication of the white paper.
Contracts concluded in violation of the previous paragraph are void. Such invalidity may only be asserted by the customer.
When the public offering does not have a deadline, the issuer complies with the provisions until the right of withdrawal expires.

Change to the white paper

The issuer shall promptly amend the white paper already published if a significant new fact arises or a material error is found that may affect the valuation of the tokens. This obligation applies for the duration of the public offering or until the token is admitted to trading.
The crypto-asset issuer shall promptly notify, and in any case before the new publication, the amended white paper to the Central Bank, indicating the amendment with respect to the original text and the reasons for the amendment. The Central Bank establishes with its own provision the cases in which the changes to the whitand papers are to be submitted to an authorization procedure.
The issuer of tokens other than crypto-assets shall notify the Institute for Innovation without delay, and in any case before the new publication, of the modified white paper, indicating the modification with respect to the original text and the reasons for the modification.
Issuers who modify the white paper shall prominently publish the aforementioned modifications on their website in chronological order with comparison with the original text, indicating for each of them the reasons for the modifications themselves.
The publication of the modifications to the white paper does not imply the extension of the deadline.

Right of withdrawal

The right of withdrawal may be exercised by customers who purchase a token other than crypto-assets within the fourteen calendar days following the purchase.
The right of withdrawal referred to in the previous paragraph is exercised without charge to the customer and without obligation to provide reasons.
The offerer in tokens other than crypto-assets, the service provider in tokens other than crypto-assets offering a token placement service and the platform manager shall set up, on their website, the automated procedures for exercising the right of withdrawal, return of the token and reimbursement of the consideration, whether it was paid in funds or in other tokens.
The reimbursement is made using the same means of payment used by the customer to purchase the token, unless the customer has expressly permitted the use of another means.
In forward offers to the public, the right of withdrawal cannot be exercised after the subscription period.
The right of withdrawal is excluded for tokens offered to the public on a trading platform before purchase.
The Central Bank shall regulate, with its own provision, the cases of exercising the right of withdrawal. withdrawal concerning crypto-assets, taking into account the characteristics of the different types of crypto-assets.

Cancellation of the offer

The Central Bank establishes with its own provision the rules concerning the cancellation of the offer of crypto-assets, also taking into account the characteristics of the different types of crypto-assets.
In the event of cancellation of the offer to the public of a token other than a crypto-asset, the issuer ensures that all funds or crypto-assets collected as consideration for the sale of such tokens are duly returned to customers within twenty-five calendar days from the date of cancellation.

DLT Operator Responsibility

The mere notification of the white paper to the Innovation Institute or the Central Bank does not imply any approval or endorsement of its content.
The issuer is responsible for errors or omissions in the white paper.
The white paper contains a statement from the DLT operator’s management body. This declaration, digitally signed, certifies that:

    1. the white paper complies with the provisions of this delegated decree;
    2. the information presented in the white paper is correct, clear and not misleading;
    3. the white paper does not contain any omissions that could alter its meaning.

Regulatory delegation to the Central Bank

The Central Bank establishes with its own provision the requirements and further obligations concerning the issuers and offerers of crypto-assets, also taking into account the characteristics of the different types of crypto-assets.

PROVISIONS CONCERNING DLT OPERATORS PROVIDING SERVICES IN TOKENS OTHER THAN CRYPTO-ASSISTANCE

Regulatory delegation for DLT operators providing services in tokens of the type B

The Institute for Innovation, in accordance with the principle of proportionality and with the evolution of the phenomena of the reference market, taking into account the characteristics of the different types of tokens of type B and of each service on the same, regulates with its own secondary regulation the following matters concerning DLT operators who provideor token services and the related exclusions:

    1. ownership structures;
    2. requirements of company representatives, also in reference to the requirements of integrity, knowledge, ability and adequate experience, individually and collectively, to carry out their functions;
    3. requirements of the company organizational structure, also in reference to human resources, to the operator’s internal lines of responsibility that define procedures to identify, manage, monitor and report the risks to which they are or could be exposed;
    4. capital requirements and prudential safeguards also in order to adequately cover the risks arising from the exercise of activities in tokens other than crypto-assets;
    5. information to be transmitted to the Institute for Innovation and other competent authorities;
    6. requirements for technological infrastructures, information systems and security systems;
    7. protection of customer rights;
    8. outsourcing of services or activities by the DLT operator to third parties for the performance of operational functions;
    9. procedures for the rapid, fair and consistent treatment of complaints received from customers, with publication of the description of such procedures;
    10. identification, prevention, management and communication of conflicts of interest;
    11. duties and obligations of information of the DLT operator towards customers, referring in particular to the risks associated with the activities carried out, the policies on prices, costs and commissions.

Service providers for tokens other than crypto-assets shall ensure that records are kept of all services in the same tokens, the activities, orders and transactions carried out by them.

FUNCTIONS OF THE INSTITUTE FOR INNOVATION IN THE MATTER OF TOKENS

Supervisory and regulatory powers

The Institute for Innovation shall maintain the register of DLT operators and, in particular, in the exercise of its functions of supervision, verifies the possession of the requirements and their maintenance for the purposes of registration in the register of DLT operators.
The Institute for Innovation exercises regulatory, supervisory and sanctioning functions towards DLT operators other than those subject to supervision by the Central Bank. To this end:

    1. has the power to issue sector regulations, application directives and guidelines related to its areas of competence;
    2. exercises supervision over DLT operators, including by requesting information and documentation, and detects violations of the regulations and directives referred to in letter a) and of the provisions of the law, with the power to assign a deadline to comply, as well as to suspend or revoke registration in the register, in the event of failure to comply.

In the cases referred to in letter b) of the previous paragraph, to carry out control and supervision activities, the Institute for Innovation may avail itself of the competent bodies, pursuant to the provisions of the law in force.

With reference to DLT operators subject to the supervision of the Central Bank, the Institute for Innovation shall collaborate with the Central Bank, and the Central Bank shall also have the right to request the Institute for Innovation to conduct assessments or produce opinions relating to the technical suitability profiles of the DLT operator, also with regard to any outsourcing of operational functions.
The Institute for Innovation, within the scope of its functions, in order to evaluate registration in the register of DLT operators, may conclude outsourcing or mandate agreements with professionals and operators of primary standing recognized on the international market, under its own responsibility.
The measures adopted by the Institute for Innovation areregulated pursuant to Law 5 October 2011 n. 160 and subsequent amendments.

Research, training, dissemination and community activities

The Institute for Innovation promotes training and dissemination initiatives related to the development and application of distributed ledger technologies, as well as carrying out or commissioning studies, research or sector surveys in this area.
The DLT operator, once registered in the register of DLT operators, has access to the coordination and direction activities of the Institute for Innovation.

DLT OPERATORS REGISTER

Establishment and maintenance of the register

The register of DLT operators is established at the Institute for Innovation.
The register of DLT operators is kept in native digital format and is made available to the public on the website of the Institute for Innovation.
The register of DLT operators is divided into the following sections:

    1. Section I. Issuers of tokens other than crypto-assets;
    2. Section II. Crypto-asset issuers;
    3. Section III. Non-crypto-asset token service providers;
    4. Section IV. Crypto-asset service providers.

The formation and content of the register of DLT operators and the methods of registration and cancellation from the same, as well as any other aspect relating to the maintenance of the same, are governed by the Institute for Innovation with its own regulation.

Registration in the register of DLT operators is subject to obtaining the authorization to operate by the UAE, subject to the issue, by the competent authority, of a certificate regarding the existence of the requirements required to carry out the activity.
DLT operators must obtain authorization to operate pursuant to the Delegated Decree of 14 March 2024 n.50 concerning the relevant ATECO codes divided by type of activity.
Specific ATECO codes are identified for the activities regulated by the law.

Registration of DLT operators in the register

DLT operators may proceed with the issuance, offer, request for admission to trading of tokens or the provision of token services only after registration in the register of DLT operators.
Registration in the register is subject to a practice fee, in the amount established by directive of the Institute for Innovation.

Evaluation of the registration request

For the purposes of registration in the register of DLT operators, the proposing entity submits an application to the Institute for Innovation, according to the methods that will be established by the Institute with its own regulation.
Within ten working days of receipt, the Institute for Innovation evaluates the completeness of the application. In the event that the application is incomplete, the Institute for Innovation grants the proponent a term of not less than ten working days within which to provide the missing information or documents.
Even after the expiry of the term referred to in the previous paragraph, the Institute for Innovation, by setting a term of not less than ten days for the response, may ask the proponent for further information and documents to complete the application or in order to evaluate its correctness.
The application automatically lapses if, upon expiry of the term, it is found to be incomplete with the information and documents requested by the Institute for Innovation. In this case, the Innovation Institute shall notify the proponent.
Within thirty days from the date of receipt of a complete application, or from the deadline granted for the integration of information and documentation, the Innovation Institute shall decide on the registration in the register of DLT operators and, within the following five working days, shall notify the proponent of the outcome.
The proponent may not submit a new application until the conclusion of the procedure referred to in this article.

The Innovation Institute shall refuse registration in the Sectionni I and II of the DLT operators register if:

    1. the proponent has not notified the white paper pursuant to Article 11 where required;
    2. the white paper does not contain at least all the information and data indicated in Annex A;
    3. the white paper contains information and data that are inconsistent or not sufficiently clear in the exposition;
    4. the white paper contains data and information that are untrue or incorrect;
    5. the proponent has already offered the tokens described in the white paper to the public in ways or circumstances other than those indicated in the white paper;
    6. the proponent does not have the authorization of the Central Bank.

The Institute for Innovation refuses registration in Sections III and IV of the register of DLT operators if:

    1. the proponent does not offer sufficient guarantees regarding the offer of products and
    2. services described in the utility token;
    3. the proponent does not have a clear organizational structure, with defined lines of responsibility;
    4. the proponent does not have technological infrastructures and human resources proportionate to the scope of the activities described in the application;
    5. the members of the administrative body and the shareholders or partners of the proponent do not meet the requirements of integrity and competence as defined by the regulations issued by the Institute;
    6. the applicant does not have the authorization of the Central Bank itself.

In the event of a negative outcome of the resolution to register in the register of DLT operators, the Institute for Innovation shall provide the applicant with adequate justification for the reasons for refusing registration.

The Institute for Innovation, for the purposes of assessing the application for registration in the register of DLT operators and in the cases provided for by the memoranda of understanding, has the right to send the application file accompanied by its assessments to the Central Bank. In such cases, the deadline shall be considered interrupted pending the response from the Central Bank. The proposer shall be notified of such interruption of the deadline.
In the cases referred to in the previous paragraph, the Central Bank has a term of thirty days to send a written reference to the Institute for Innovation. The deadline may be suspended if the Central Bank needs to acquire additional information or additional documentation with respect to that already produced by the proponent.

Once the evaluations have been received, the Institute for Innovation:

    1. registers the DLT operator in the register, in the respective sections, if the reference transmitted by the Central Bank confirms that the proponent intends to carry out the issue, the offer or request admission to trading of tokens other than crypto-assets or provide services in tokens other than crypto-assets;
    2. ses the operator’s registration pursuant to the provisions of the previous paragraphs.

Cancellation from the DLT operator register

Cancellation from Sections I, II, III of the DLT operator register is carried out by the Innovation Institute with a reasoned provision in the following cases:

    1. cancellation of the DLT operator following revocation or voluntary termination of the authorization to operate or termination of the specific ATECO codes;
    2. default of the DLT operator or admission to bankruptcy proceedings;
    3. provision of the judicial authority;
    4. suspension of the activity by the DLT operator formore than nine consecutive months;
    5. failure to comply within the deadline given to the invitation to comply;
    6. verification of the untruthfulness of what is stated in the white paper;
    7. adoption by the Central Bank of prohibitory measures on crypto-asset issuers;
    8. serious violations that are also repeated or systemic or multiple of Law no. 92/2008 and subsequent amendments, pursuant to Article 67 –ter, paragraph 2 of the same law;
    9. suppressed
    10. request of the DLT operator.

The cancellation from Section IV of the register of DLT operators is carried out by the Institute for Innovation following the revocation of the authorization to exercise reserved activities by the Central Bank.
By way of derogation, in the event that the DLT operator is registered following the authorization of the Central Bank, any modification or cancellation of the same from the register kept by the Institute for Innovation must occur exclusively upon indication of the Central Bank.
The cancellation measure is notified to the DLT Operator within five days of adoption.
The cancellation from the register of DLT operators may be limited to one or more of the activities and services provided by the DLT operator.
The Institute for Innovation may address to the DLT operator an invitation to comply with a deadline for compliance with the provisions.
The cancellation from the register of DLT operators entails the immediate interruption of any activity of issuing and offering tokens or provision of token services in the territory of the Republic of San Marino, without prejudice to the operations necessary for exercising the right of withdrawal and the activities and services indicated in the cancellation measure. A judicial appeal against the measures of the Institute for Innovation is permitted in the forms and within the terms set out in Title II of Law no. 28 June 1989. 68.

Accounting discipline

Tokens issued by issuers before their placement are not computable in the issuer’s balance sheet, except for the obligation to include information in the explanatory notes.
The accounting recognition of tokens is carried out taking into account the activity carried out by the company and the purpose of the investment.

Sanctions

Unless the act constitutes a crime, the violation of the provisions of the Law 138/2024 and its implementing provisions is punishable by an administrative fine ranging from €1,000.00 (one thousand/00) to €30,000.00 (thirty thousand/00).
In the event that the violation is serious, in derogation from the maximum amounts referred to in the previous paragraph, the amount of the administrative sanctions may be determined within the measures indicated below:

    1. in the case of a legal person, up to 10 percent of the total revenues of the company in the previous financial year;
    2. up to double the amount of the benefit deriving from the natural person or legal protection from the violation, if such benefit can be determined.

If the Institute for Innovation detects violations of the provisions of this delegated decree by DLT operators other than those subject to supervision by the Central Bank, it shall send an appropriate technical report to the UAE or to the Analysis and Control Section of the UAE, which shall proceed to impose the appropriate administrative sanctions. The technical report must indicate the violation found, the reasons for the application of the administrative sanction and the amount of the same.
With regard to the discipline on administrative sanctions, with reference to DLT operators who provide services in crypto-assets and DLT operators who issue, offer or request admission to trading in crypto-assets, the provisions of Articles 31 and 32 of Law no. 96/2005 and subsequent amendments, Article 141 of the LISF and Decree no. 76/2006 and subsequent amendments apply.
With reference to DLT operators in the previous paragraph, the Central Bank may impose, in derogation from the maximum amounts, administrative sanctionsadministrative sanctions pursuant to Article 18-bis of Decree No. 76/2006 and subsequent amendments.
The right to extinguish the imposed sanction, through voluntary oblation, can be exercised through the payment of a sum equal to half of the imposed sanction within twenty days of receipt of the same.
The administrative pecuniary sanctions imposed can be challenged pursuant to Title II of Law No. 68/1989.

Measures for the assessment of the risks of money laundering, terrorist financing and failure to apply and evasion of targeted financial sanctions

AIF, the Central Bank and the Institute for Innovation, identify, analyze and assess the risks of money laundering and terrorist financing arising from the activities referred to in Law 138/2024 in order to understand such risks and propose actions to mitigate them.
The authorities referred to in the previous paragraph also adopt appropriate measures to identify, assess, understand and mitigate the risks of failure to apply and evasion of targeted financial sanctions related to the financing of the proliferation of weapons of mass destruction.
The authorities indicated in the previous paragraphs may avail themselves of the support of other authorities and offices of the Public Administration identified by them.
The above activity must take place in compliance with the provisions of Articles 16-bis, 16-ter and 16-quater of Law no. 92/2008 and subsequent amendments.
This activity must be updated periodically or if new risks emerge, significant events occur, important changes in the reference scenarios occur or it is deemed necessary in any case appropriate.

National collaboration

The Central Bank, the Institute for Innovation and AIF collaborate, also through the exchange of information, by stipulating memoranda of understanding.
The authorities referred to in the previous paragraph may also collaborate with public administrations, sector authorities as well as with entities that exercise control activities.

International collaboration

The Institute for Innovation also collaborates by exchanging information, on the basis of reciprocity, including through the signing of any specific memoranda of understanding, with one or more foreign authorities that perform, in whole or in part, supervisory functions equivalent or similar to their own regardless of their organizational status.
The exchange of information may take place upon request or on the initiative and concerns the information necessary for the exercise of the respective supervisory functions. This exchange of information takes place promptly, taking into account the effectiveness and efficiency criteria of the Innovation Institute and through a safe and protected channel.

Coordination with Law 17 June 2008 n.92 and subsequent amendments

Tokens are virtual assets pursuant to Article 1, paragraph 1, letter b bis) of Law n.92/2008 and subsequent amendments, except for specific exclusions determined by AIF with its own provision.
The “token services” referred to in letter pp) fall within the activities or operations referred to in Article 1, paragraph 1, letter s bis), point v bis) of Law n. 92/2008 and subsequent amendments. Pending the issuance of provisions by AIF, token service providers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of designated financial entities.
Issuers are subject to adequate verification, registration and conservation obligations, as well as reporting pursuant to Law no. 92/2008 and subsequent amendments as indicated by AIF provision. Pending the issuance of such provision by AIF, issuers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of non-financial designated entities.
Failure to comply with the provisions of the previous paragraphs is punished according to the provisions of Law no. 92/2008 and subsequent amendments and the assessment and imposition of administrative pecuniary sanctions is the responsibility of AIF, in the manner and within the terms set out in the aforementioned law.

Annex A to the Delegated Decree of 29 August 2024 n.138

ANNEX A

White paper for DLT operators – minimum content Part A: General operator information

    1. Name of issuer;
    2. Registered office;
    3. Identifier of the legal entity;
    4. Group of companies, if the issuer is part of it;
    5. Identity, address and functions of the persons belonging to the administrative body of the issuer;
    6. Declaration pursuant to Article 10;
    7. Potential conflicts of interest;
    8. Details of the issuer’s financial results for the last three years or, where the issuer was incorporated less than three years ago, the issuer’s financial results since the date of its registration;
    9. Financial condition for the last three years of the offeror or person asking for admission to trading or, where the offeror or person asking for admission to trading was incorporated less than three years ago, its financial condition since the date of its registration.
    10. The financial condition shall be assessed on the basis of a fair review of the development and results of the business of the offeror or person asking for admission to trading and of its position for each financial year and interim period for which they are financial information relating to past financial years, including the causes of material changes, is required.
    11. The report must provide a balanced and comprehensive analysis of the development and results of the offeror’s or person asking for admission to trading’s business and its situation, consistent with the size and complexity of the business.

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Part B: Information on the token project

    1. Name of the project and the token (if different from the name of the offeror or person asking for admission to trading) and abbreviation or ticker;
    2. Token type: description of the characteristics, including data necessary for the classification of the Token White Paper and the token functionalities offered including information on the expected timeframe for the implementation of the functionalities;
    3. Brief description of the project;
    4. Details of all natural or legal persons involved in the implementation of the token project, such as consultants, development teams and crypto-asset service providers;
    5. If the token project concerns utility tokens, the main characteristics of the goods or services;
    6. Information on the token project, in particular its past and future milestones and, where applicable, the resources already allocated to the project (road map);
    7. Intended use of any funds or other crypto-assets raised.

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Part C: Information on the public offering of tokens or their admission to trading

    1. Indication certifying whether the White Paper concerns a public offering of tokens;
    2. Reasons for the public offering or request for admission to trading;
    3. Amount that the offering intends to raise in any fiat currency or any other crypto-asset;
    4. Any soft cap (minimum amount necessary for the realization of the project) or hard cap (maximum amount of the offer to the public) set for the public offering of crypto- assets;
    5. Issuance price of the token being offered to the public (in an official currency), any commissionssubscription or the method for determining the offer price;
    6. Total number of tokens that are the subject of the public offer or admitted to trading;
    7. Indication of the potential holders to whom the public offer of tokens or the admission of such tokens to trading is addressed, including any restrictions as to the type of holders of such tokens;
    8. Specific notice that purchasers participating in the public offer of tokens may be reimbursed if the minimum subscription target is not reached at the end of the public offer, if they exercise the right of withdrawal provided for or if the offer is terminated cancelled;
    9. Detailed description of the redemption mechanism, referred to in point 8, including the expected timeframe for the completion of such redemptions;
    10. Information on the various phases of the public offering of tokens, including information on the discounted purchase price for early purchasers (pre-sales to the public). In case of discounted purchase price for some buyers, explanation of the reason why the purchase price may be different and description of the consequences for other investors;
    11. Payment methods for the purchase of the tokens offered and the methods of transferring value to buyers when they are entitled to be refunded;
    12. Information on the right of withdrawal;
    13. Information on the methods and timing of transfer to the holders of the purchased tokens;
    14. If applicable, the name of the service provider for crypto-asset responsible for the placement of the token and the form of such placement (whether or not on the basis of an irrevocable commitment);
    15. If applicable, the name of the token trading platform for which admission to trading is sought and information on how investors can access such trading platforms and the related costs;
    16. The expenses related to the public offering of tokens;
    17. Potential conflicts of interest of persons involved in the public offering or admission to trading, in relation to the offer or admission to trading;
    18. The law applicable to the public offering of tokens, as well as the competent courts.

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Part D: Information on the rights and obligations associated with tokens

    1. A description of the rights and obligations of the buyer, as well as the procedure and conditions for exercising those rights;
    2. A description of the conditions under which the rights and obligations may be changed; obligations;
    3. Where applicable, information on future public offerings of tokens by the issuer and the number of tokens held by the issuer;
    4. If the public offering of tokens, or their admission to trading, concerns utility tokens, information on the quality and quantity of goods or services to which they give access;
    5. If the public offering of tokens or their admission to trading concerns utility tokens, information on how they can be redeemed for the goods or services to which they relate;
    6. If admission to trading is not required, information on how and where tokens can be purchased or sold after the public offering;
    7. Where applicable, restrictions on the transferability of the tokens being offered;
    8. Where applicable, tokens with protocols for increasing or decreasing their supply in response to changes in demand, a description of how those protocols work;
    9. Where applicable, a description of token value protection and compensation schemes;
    10. The law applicable to the token, as well as the competent courts.

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Part E: Information on the underlying technology

    1. Information on the technology used, including the distributed ledger technology, protocols and technical standards used;
    2. Where applicable, the mechanism for consent;
    3. The incentive mechanisms to secure transactions and any applicable fees;
    4. If tokens are issued, transferred and stored using distributed ledger technology, a detailed description of how such distributed ledger technology works;
    5. Any attestation of the audit of the technology used, if such audit has been carried out.

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Part F: Information on risks

    1. A description of the risks associated with the public offering of tokens or their admission to trading;
    2. A description of the risks associated with the issuer, if different from the offeror or the person requesting admission to trading;
    3. A description of the risks associated with the tokens;
    4. A description of the risks associated with the implementation of the project;
    5. A description of the risks associated with the technology used, as well as mitigation measures, if any.

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In-depth information:


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    1. that offer tokens free of charge;
    2. that issue tokens according to the execution protocol of the DLT platform as a reward for maintaining or validating operations performed on the same DLT platform.

  1. The provisions of the obligations of issuers do not apply to DLT operators, if at least one of the following conditions occurs:

    1. the token offer is aimed at less than one hundred and fifty subjects;
    2. the value of the issue, over a period of twelve consecutive months, does not exceed EUR 1,000,000.00 (one million/00);
    3. the offer is addressed exclusively to professional clients on the condition that such tokens can only be held by such professional clients.

If a DLT operator, even if exempt, intends to voluntarily draft a white paper, this title applies.

The exclusions referred to in the previous paragraphs do not apply in cases of admission to trading of tokens.
The Central Bank and the Institute for Innovation may, within the scope of their respective competencesand, determine further cases of exclusion, in addition to those provided for by the law.

Drafting, format and publication of the white paper

The white paper, which must also be drafted in English, must contain at least the minimum information indicated by the law.
The white paper is published prominently on the website of the issuer and the DLT platform manager in a downloadable native digital format and signed with a digital signature of the legal representative of the DLT operator.
The white paper must remain available to the public within the terms set out in the previous paragraph for at least five years following the last token transaction.
The white paper relating to crypto-activities contains the information established by the Central Bank with its own provision, modulated taking into account the characteristics of the different types of crypto-assets.

Notification of the white paper

Issuers of tokens other than crypto-assets shall notify the white paper to the Institute for Innovation at least twenty calendar days before publication.
Issuers of crypto-assets shall notify the white paper to the Central Bank, according to the terms and conditions established by the latter with its own provision.

Commercial communications

Without prejudice to the exclusions provided for, any commercial communication relating to a public offering of tokens:

    1. can only be made after the publication of the white paper;
    2. is consistent with the information contained in the white paper;
    3. is expressly indicated as “commercial communication relating to a public offering of tokens”;
    4. indicates the address of the website where the white paper can be consulted and downloadable;
    5. indicates the general information and email address of the issuer.

Public offering

The issuer in crypto-assets publishes on its website the information regarding the public offering of crypto-assets as established by the Central Bank.
The issuer that offers tokens other than those in the previous paragraph publishes on its website the number of tokens issued, as well as those offered to the public and admitted to trading and updates this number at least once a quarterly.
The issuer, which sets a deadline for the public offering of tokens, prominently publishes the result of the public offering on its website within twenty working days of the end of the subscription period.
The issuer, which sets a deadline for the public offering of tokens, adopts effective provisions to monitor and protect the funds or crypto-assets collected during the public offering, ensuring that the funds or crypto-assets collected during the public offering are held in custody at a bank or at a provider of crypto-asset custody and administration services having the requirements established by the Central Bank.
The public offering of utility tokens that have as their object goods or services that do not yet exist or are not yet operational, cannot exceed twelve months from the date of first publication of the white paper.
Contracts concluded in violation of the previous paragraph are void. Such invalidity may only be asserted by the customer.
When the public offering does not have a deadline, the issuer complies with the provisions until the right of withdrawal expires.

Change to the white paper

The issuer shall promptly amend the white paper already published if a significant new fact arises or a material error is found that may affect the valuation of the tokens. This obligation applies for the duration of the public offering or until the token is admitted to trading.
The crypto-asset issuer shall promptly notify, and in any case before the new publication, the amended white paper to the Central Bank, indicating the amendment with respect to the original text and the reasons for the amendment. The Central Bank establishes with its own provision the cases in which the changes to the whitand papers are to be submitted to an authorization procedure.
The issuer of tokens other than crypto-assets shall notify the Institute for Innovation without delay, and in any case before the new publication, of the modified white paper, indicating the modification with respect to the original text and the reasons for the modification.
Issuers who modify the white paper shall prominently publish the aforementioned modifications on their website in chronological order with comparison with the original text, indicating for each of them the reasons for the modifications themselves.
The publication of the modifications to the white paper does not imply the extension of the deadline.

Right of withdrawal

The right of withdrawal may be exercised by customers who purchase a token other than crypto-assets within the fourteen calendar days following the purchase.
The right of withdrawal referred to in the previous paragraph is exercised without charge to the customer and without obligation to provide reasons.
The offerer in tokens other than crypto-assets, the service provider in tokens other than crypto-assets offering a token placement service and the platform manager shall set up, on their website, the automated procedures for exercising the right of withdrawal, return of the token and reimbursement of the consideration, whether it was paid in funds or in other tokens.
The reimbursement is made using the same means of payment used by the customer to purchase the token, unless the customer has expressly permitted the use of another means.
In forward offers to the public, the right of withdrawal cannot be exercised after the subscription period.
The right of withdrawal is excluded for tokens offered to the public on a trading platform before purchase.
The Central Bank shall regulate, with its own provision, the cases of exercising the right of withdrawal. withdrawal concerning crypto-assets, taking into account the characteristics of the different types of crypto-assets.

Cancellation of the offer

The Central Bank establishes with its own provision the rules concerning the cancellation of the offer of crypto-assets, also taking into account the characteristics of the different types of crypto-assets.
In the event of cancellation of the offer to the public of a token other than a crypto-asset, the issuer ensures that all funds or crypto-assets collected as consideration for the sale of such tokens are duly returned to customers within twenty-five calendar days from the date of cancellation.

DLT Operator Responsibility

The mere notification of the white paper to the Innovation Institute or the Central Bank does not imply any approval or endorsement of its content.
The issuer is responsible for errors or omissions in the white paper.
The white paper contains a statement from the DLT operator’s management body. This declaration, digitally signed, certifies that:

    1. the white paper complies with the provisions of this delegated decree;
    2. the information presented in the white paper is correct, clear and not misleading;
    3. the white paper does not contain any omissions that could alter its meaning.

Regulatory delegation to the Central Bank

The Central Bank establishes with its own provision the requirements and further obligations concerning the issuers and offerers of crypto-assets, also taking into account the characteristics of the different types of crypto-assets.

PROVISIONS CONCERNING DLT OPERATORS PROVIDING SERVICES IN TOKENS OTHER THAN CRYPTO-ASSISTANCE

Regulatory delegation for DLT operators providing services in tokens of the type B

The Institute for Innovation, in accordance with the principle of proportionality and with the evolution of the phenomena of the reference market, taking into account the characteristics of the different types of tokens of type B and of each service on the same, regulates with its own secondary regulation the following matters concerning DLT operators who provideor token services and the related exclusions:

    1. ownership structures;
    2. requirements of company representatives, also in reference to the requirements of integrity, knowledge, ability and adequate experience, individually and collectively, to carry out their functions;
    3. requirements of the company organizational structure, also in reference to human resources, to the operator’s internal lines of responsibility that define procedures to identify, manage, monitor and report the risks to which they are or could be exposed;
    4. capital requirements and prudential safeguards also in order to adequately cover the risks arising from the exercise of activities in tokens other than crypto-assets;
    5. information to be transmitted to the Institute for Innovation and other competent authorities;
    6. requirements for technological infrastructures, information systems and security systems;
    7. protection of customer rights;
    8. outsourcing of services or activities by the DLT operator to third parties for the performance of operational functions;
    9. procedures for the rapid, fair and consistent treatment of complaints received from customers, with publication of the description of such procedures;
    10. identification, prevention, management and communication of conflicts of interest;
    11. duties and obligations of information of the DLT operator towards customers, referring in particular to the risks associated with the activities carried out, the policies on prices, costs and commissions.

Service providers for tokens other than crypto-assets shall ensure that records are kept of all services in the same tokens, the activities, orders and transactions carried out by them.

FUNCTIONS OF THE INSTITUTE FOR INNOVATION IN THE MATTER OF TOKENS

Supervisory and regulatory powers

The Institute for Innovation shall maintain the register of DLT operators and, in particular, in the exercise of its functions of supervision, verifies the possession of the requirements and their maintenance for the purposes of registration in the register of DLT operators.
The Institute for Innovation exercises regulatory, supervisory and sanctioning functions towards DLT operators other than those subject to supervision by the Central Bank. To this end:

    1. has the power to issue sector regulations, application directives and guidelines related to its areas of competence;
    2. exercises supervision over DLT operators, including by requesting information and documentation, and detects violations of the regulations and directives referred to in letter a) and of the provisions of the law, with the power to assign a deadline to comply, as well as to suspend or revoke registration in the register, in the event of failure to comply.

In the cases referred to in letter b) of the previous paragraph, to carry out control and supervision activities, the Institute for Innovation may avail itself of the competent bodies, pursuant to the provisions of the law in force.

With reference to DLT operators subject to the supervision of the Central Bank, the Institute for Innovation shall collaborate with the Central Bank, and the Central Bank shall also have the right to request the Institute for Innovation to conduct assessments or produce opinions relating to the technical suitability profiles of the DLT operator, also with regard to any outsourcing of operational functions.
The Institute for Innovation, within the scope of its functions, in order to evaluate registration in the register of DLT operators, may conclude outsourcing or mandate agreements with professionals and operators of primary standing recognized on the international market, under its own responsibility.
The measures adopted by the Institute for Innovation areregulated pursuant to Law 5 October 2011 n. 160 and subsequent amendments.

Research, training, dissemination and community activities

The Institute for Innovation promotes training and dissemination initiatives related to the development and application of distributed ledger technologies, as well as carrying out or commissioning studies, research or sector surveys in this area.
The DLT operator, once registered in the register of DLT operators, has access to the coordination and direction activities of the Institute for Innovation.

DLT OPERATORS REGISTER

Establishment and maintenance of the register

The register of DLT operators is established at the Institute for Innovation.
The register of DLT operators is kept in native digital format and is made available to the public on the website of the Institute for Innovation.
The register of DLT operators is divided into the following sections:

    1. Section I. Issuers of tokens other than crypto-assets;
    2. Section II. Crypto-asset issuers;
    3. Section III. Non-crypto-asset token service providers;
    4. Section IV. Crypto-asset service providers.

The formation and content of the register of DLT operators and the methods of registration and cancellation from the same, as well as any other aspect relating to the maintenance of the same, are governed by the Institute for Innovation with its own regulation.

Registration in the register of DLT operators is subject to obtaining the authorization to operate by the UAE, subject to the issue, by the competent authority, of a certificate regarding the existence of the requirements required to carry out the activity.
DLT operators must obtain authorization to operate pursuant to the Delegated Decree of 14 March 2024 n.50 concerning the relevant ATECO codes divided by type of activity.
Specific ATECO codes are identified for the activities regulated by the law.

Registration of DLT operators in the register

DLT operators may proceed with the issuance, offer, request for admission to trading of tokens or the provision of token services only after registration in the register of DLT operators.
Registration in the register is subject to a practice fee, in the amount established by directive of the Institute for Innovation.

Evaluation of the registration request

For the purposes of registration in the register of DLT operators, the proposing entity submits an application to the Institute for Innovation, according to the methods that will be established by the Institute with its own regulation.
Within ten working days of receipt, the Institute for Innovation evaluates the completeness of the application. In the event that the application is incomplete, the Institute for Innovation grants the proponent a term of not less than ten working days within which to provide the missing information or documents.
Even after the expiry of the term referred to in the previous paragraph, the Institute for Innovation, by setting a term of not less than ten days for the response, may ask the proponent for further information and documents to complete the application or in order to evaluate its correctness.
The application automatically lapses if, upon expiry of the term, it is found to be incomplete with the information and documents requested by the Institute for Innovation. In this case, the Innovation Institute shall notify the proponent.
Within thirty days from the date of receipt of a complete application, or from the deadline granted for the integration of information and documentation, the Innovation Institute shall decide on the registration in the register of DLT operators and, within the following five working days, shall notify the proponent of the outcome.
The proponent may not submit a new application until the conclusion of the procedure referred to in this article.

The Innovation Institute shall refuse registration in the Sectionni I and II of the DLT operators register if:

    1. the proponent has not notified the white paper pursuant to Article 11 where required;
    2. the white paper does not contain at least all the information and data indicated in Annex A;
    3. the white paper contains information and data that are inconsistent or not sufficiently clear in the exposition;
    4. the white paper contains data and information that are untrue or incorrect;
    5. the proponent has already offered the tokens described in the white paper to the public in ways or circumstances other than those indicated in the white paper;
    6. the proponent does not have the authorization of the Central Bank.

The Institute for Innovation refuses registration in Sections III and IV of the register of DLT operators if:

    1. the proponent does not offer sufficient guarantees regarding the offer of products and
    2. services described in the utility token;
    3. the proponent does not have a clear organizational structure, with defined lines of responsibility;
    4. the proponent does not have technological infrastructures and human resources proportionate to the scope of the activities described in the application;
    5. the members of the administrative body and the shareholders or partners of the proponent do not meet the requirements of integrity and competence as defined by the regulations issued by the Institute;
    6. the applicant does not have the authorization of the Central Bank itself.

In the event of a negative outcome of the resolution to register in the register of DLT operators, the Institute for Innovation shall provide the applicant with adequate justification for the reasons for refusing registration.

The Institute for Innovation, for the purposes of assessing the application for registration in the register of DLT operators and in the cases provided for by the memoranda of understanding, has the right to send the application file accompanied by its assessments to the Central Bank. In such cases, the deadline shall be considered interrupted pending the response from the Central Bank. The proposer shall be notified of such interruption of the deadline.
In the cases referred to in the previous paragraph, the Central Bank has a term of thirty days to send a written reference to the Institute for Innovation. The deadline may be suspended if the Central Bank needs to acquire additional information or additional documentation with respect to that already produced by the proponent.

Once the evaluations have been received, the Institute for Innovation:

    1. registers the DLT operator in the register, in the respective sections, if the reference transmitted by the Central Bank confirms that the proponent intends to carry out the issue, the offer or request admission to trading of tokens other than crypto-assets or provide services in tokens other than crypto-assets;
    2. ses the operator’s registration pursuant to the provisions of the previous paragraphs.

Cancellation from the DLT operator register

Cancellation from Sections I, II, III of the DLT operator register is carried out by the Innovation Institute with a reasoned provision in the following cases:

    1. cancellation of the DLT operator following revocation or voluntary termination of the authorization to operate or termination of the specific ATECO codes;
    2. default of the DLT operator or admission to bankruptcy proceedings;
    3. provision of the judicial authority;
    4. suspension of the activity by the DLT operator formore than nine consecutive months;
    5. failure to comply within the deadline given to the invitation to comply;
    6. verification of the untruthfulness of what is stated in the white paper;
    7. adoption by the Central Bank of prohibitory measures on crypto-asset issuers;
    8. serious violations that are also repeated or systemic or multiple of Law no. 92/2008 and subsequent amendments, pursuant to Article 67 –ter, paragraph 2 of the same law;
    9. suppressed
    10. request of the DLT operator.

The cancellation from Section IV of the register of DLT operators is carried out by the Institute for Innovation following the revocation of the authorization to exercise reserved activities by the Central Bank.
By way of derogation, in the event that the DLT operator is registered following the authorization of the Central Bank, any modification or cancellation of the same from the register kept by the Institute for Innovation must occur exclusively upon indication of the Central Bank.
The cancellation measure is notified to the DLT Operator within five days of adoption.
The cancellation from the register of DLT operators may be limited to one or more of the activities and services provided by the DLT operator.
The Institute for Innovation may address to the DLT operator an invitation to comply with a deadline for compliance with the provisions.
The cancellation from the register of DLT operators entails the immediate interruption of any activity of issuing and offering tokens or provision of token services in the territory of the Republic of San Marino, without prejudice to the operations necessary for exercising the right of withdrawal and the activities and services indicated in the cancellation measure. A judicial appeal against the measures of the Institute for Innovation is permitted in the forms and within the terms set out in Title II of Law no. 28 June 1989. 68.

Accounting discipline

Tokens issued by issuers before their placement are not computable in the issuer’s balance sheet, except for the obligation to include information in the explanatory notes.
The accounting recognition of tokens is carried out taking into account the activity carried out by the company and the purpose of the investment.

Sanctions

Unless the act constitutes a crime, the violation of the provisions of the Law 138/2024 and its implementing provisions is punishable by an administrative fine ranging from €1,000.00 (one thousand/00) to €30,000.00 (thirty thousand/00).
In the event that the violation is serious, in derogation from the maximum amounts referred to in the previous paragraph, the amount of the administrative sanctions may be determined within the measures indicated below:

    1. in the case of a legal person, up to 10 percent of the total revenues of the company in the previous financial year;
    2. up to double the amount of the benefit deriving from the natural person or legal protection from the violation, if such benefit can be determined.

If the Institute for Innovation detects violations of the provisions of this delegated decree by DLT operators other than those subject to supervision by the Central Bank, it shall send an appropriate technical report to the UAE or to the Analysis and Control Section of the UAE, which shall proceed to impose the appropriate administrative sanctions. The technical report must indicate the violation found, the reasons for the application of the administrative sanction and the amount of the same.
With regard to the discipline on administrative sanctions, with reference to DLT operators who provide services in crypto-assets and DLT operators who issue, offer or request admission to trading in crypto-assets, the provisions of Articles 31 and 32 of Law no. 96/2005 and subsequent amendments, Article 141 of the LISF and Decree no. 76/2006 and subsequent amendments apply.
With reference to DLT operators in the previous paragraph, the Central Bank may impose, in derogation from the maximum amounts, administrative sanctionsadministrative sanctions pursuant to Article 18-bis of Decree No. 76/2006 and subsequent amendments.
The right to extinguish the imposed sanction, through voluntary oblation, can be exercised through the payment of a sum equal to half of the imposed sanction within twenty days of receipt of the same.
The administrative pecuniary sanctions imposed can be challenged pursuant to Title II of Law No. 68/1989.

Measures for the assessment of the risks of money laundering, terrorist financing and failure to apply and evasion of targeted financial sanctions

AIF, the Central Bank and the Institute for Innovation, identify, analyze and assess the risks of money laundering and terrorist financing arising from the activities referred to in Law 138/2024 in order to understand such risks and propose actions to mitigate them.
The authorities referred to in the previous paragraph also adopt appropriate measures to identify, assess, understand and mitigate the risks of failure to apply and evasion of targeted financial sanctions related to the financing of the proliferation of weapons of mass destruction.
The authorities indicated in the previous paragraphs may avail themselves of the support of other authorities and offices of the Public Administration identified by them.
The above activity must take place in compliance with the provisions of Articles 16-bis, 16-ter and 16-quater of Law no. 92/2008 and subsequent amendments.
This activity must be updated periodically or if new risks emerge, significant events occur, important changes in the reference scenarios occur or it is deemed necessary in any case appropriate.

National collaboration

The Central Bank, the Institute for Innovation and AIF collaborate, also through the exchange of information, by stipulating memoranda of understanding.
The authorities referred to in the previous paragraph may also collaborate with public administrations, sector authorities as well as with entities that exercise control activities.

International collaboration

The Institute for Innovation also collaborates by exchanging information, on the basis of reciprocity, including through the signing of any specific memoranda of understanding, with one or more foreign authorities that perform, in whole or in part, supervisory functions equivalent or similar to their own regardless of their organizational status.
The exchange of information may take place upon request or on the initiative and concerns the information necessary for the exercise of the respective supervisory functions. This exchange of information takes place promptly, taking into account the effectiveness and efficiency criteria of the Innovation Institute and through a safe and protected channel.

Coordination with Law 17 June 2008 n.92 and subsequent amendments

Tokens are virtual assets pursuant to Article 1, paragraph 1, letter b bis) of Law n.92/2008 and subsequent amendments, except for specific exclusions determined by AIF with its own provision.
The “token services” referred to in letter pp) fall within the activities or operations referred to in Article 1, paragraph 1, letter s bis), point v bis) of Law n. 92/2008 and subsequent amendments. Pending the issuance of provisions by AIF, token service providers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of designated financial entities.
Issuers are subject to adequate verification, registration and conservation obligations, as well as reporting pursuant to Law no. 92/2008 and subsequent amendments as indicated by AIF provision. Pending the issuance of such provision by AIF, issuers are required to comply with the provisions on the prevention and fight against money laundering and terrorist financing provided for the category of non-financial designated entities.
Failure to comply with the provisions of the previous paragraphs is punished according to the provisions of Law no. 92/2008 and subsequent amendments and the assessment and imposition of administrative pecuniary sanctions is the responsibility of AIF, in the manner and within the terms set out in the aforementioned law.

Annex A to the Delegated Decree of 29 August 2024 n.138

ANNEX A

White paper for DLT operators – minimum content Part A: General operator information

    1. Name of issuer;
    2. Registered office;
    3. Identifier of the legal entity;
    4. Group of companies, if the issuer is part of it;
    5. Identity, address and functions of the persons belonging to the administrative body of the issuer;
    6. Declaration pursuant to Article 10;
    7. Potential conflicts of interest;
    8. Details of the issuer’s financial results for the last three years or, where the issuer was incorporated less than three years ago, the issuer’s financial results since the date of its registration;
    9. Financial condition for the last three years of the offeror or person asking for admission to trading or, where the offeror or person asking for admission to trading was incorporated less than three years ago, its financial condition since the date of its registration.
    10. The financial condition shall be assessed on the basis of a fair review of the development and results of the business of the offeror or person asking for admission to trading and of its position for each financial year and interim period for which they are financial information relating to past financial years, including the causes of material changes, is required.
    11. The report must provide a balanced and comprehensive analysis of the development and results of the offeror’s or person asking for admission to trading’s business and its situation, consistent with the size and complexity of the business.

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Part B: Information on the token project

    1. Name of the project and the token (if different from the name of the offeror or person asking for admission to trading) and abbreviation or ticker;
    2. Token type: description of the characteristics, including data necessary for the classification of the Token White Paper and the token functionalities offered including information on the expected timeframe for the implementation of the functionalities;
    3. Brief description of the project;
    4. Details of all natural or legal persons involved in the implementation of the token project, such as consultants, development teams and crypto-asset service providers;
    5. If the token project concerns utility tokens, the main characteristics of the goods or services;
    6. Information on the token project, in particular its past and future milestones and, where applicable, the resources already allocated to the project (road map);
    7. Intended use of any funds or other crypto-assets raised.

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Part C: Information on the public offering of tokens or their admission to trading

    1. Indication certifying whether the White Paper concerns a public offering of tokens;
    2. Reasons for the public offering or request for admission to trading;
    3. Amount that the offering intends to raise in any fiat currency or any other crypto-asset;
    4. Any soft cap (minimum amount necessary for the realization of the project) or hard cap (maximum amount of the offer to the public) set for the public offering of crypto- assets;
    5. Issuance price of the token being offered to the public (in an official currency), any commissionssubscription or the method for determining the offer price;
    6. Total number of tokens that are the subject of the public offer or admitted to trading;
    7. Indication of the potential holders to whom the public offer of tokens or the admission of such tokens to trading is addressed, including any restrictions as to the type of holders of such tokens;
    8. Specific notice that purchasers participating in the public offer of tokens may be reimbursed if the minimum subscription target is not reached at the end of the public offer, if they exercise the right of withdrawal provided for or if the offer is terminated cancelled;
    9. Detailed description of the redemption mechanism, referred to in point 8, including the expected timeframe for the completion of such redemptions;
    10. Information on the various phases of the public offering of tokens, including information on the discounted purchase price for early purchasers (pre-sales to the public). In case of discounted purchase price for some buyers, explanation of the reason why the purchase price may be different and description of the consequences for other investors;
    11. Payment methods for the purchase of the tokens offered and the methods of transferring value to buyers when they are entitled to be refunded;
    12. Information on the right of withdrawal;
    13. Information on the methods and timing of transfer to the holders of the purchased tokens;
    14. If applicable, the name of the service provider for crypto-asset responsible for the placement of the token and the form of such placement (whether or not on the basis of an irrevocable commitment);
    15. If applicable, the name of the token trading platform for which admission to trading is sought and information on how investors can access such trading platforms and the related costs;
    16. The expenses related to the public offering of tokens;
    17. Potential conflicts of interest of persons involved in the public offering or admission to trading, in relation to the offer or admission to trading;
    18. The law applicable to the public offering of tokens, as well as the competent courts.

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Part D: Information on the rights and obligations associated with tokens

    1. A description of the rights and obligations of the buyer, as well as the procedure and conditions for exercising those rights;
    2. A description of the conditions under which the rights and obligations may be changed; obligations;
    3. Where applicable, information on future public offerings of tokens by the issuer and the number of tokens held by the issuer;
    4. If the public offering of tokens, or their admission to trading, concerns utility tokens, information on the quality and quantity of goods or services to which they give access;
    5. If the public offering of tokens or their admission to trading concerns utility tokens, information on how they can be redeemed for the goods or services to which they relate;
    6. If admission to trading is not required, information on how and where tokens can be purchased or sold after the public offering;
    7. Where applicable, restrictions on the transferability of the tokens being offered;
    8. Where applicable, tokens with protocols for increasing or decreasing their supply in response to changes in demand, a description of how those protocols work;
    9. Where applicable, a description of token value protection and compensation schemes;
    10. The law applicable to the token, as well as the competent courts.

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Part E: Information on the underlying technology

    1. Information on the technology used, including the distributed ledger technology, protocols and technical standards used;
    2. Where applicable, the mechanism for consent;
    3. The incentive mechanisms to secure transactions and any applicable fees;
    4. If tokens are issued, transferred and stored using distributed ledger technology, a detailed description of how such distributed ledger technology works;
    5. Any attestation of the audit of the technology used, if such audit has been carried out.

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Part F: Information on risks

    1. A description of the risks associated with the public offering of tokens or their admission to trading;
    2. A description of the risks associated with the issuer, if different from the offeror or the person requesting admission to trading;
    3. A description of the risks associated with the tokens;
    4. A description of the risks associated with the implementation of the project;
    5. A description of the risks associated with the technology used, as well as mitigation measures, if any.

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In-depth information:


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