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 amendments;
4. «Central Bank»: the Central Bank of the Republic of San Marino referred to in Law no. 96 of 29 June 2005 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 Bank Regulations Centralen.2006/03;
7. «token placement»: marketing of tokens to buyers, in the name or on behalf of the offerer or issuer or a party connected to them;
8. «token consultancy»: offering, providing or agreeing to provide personalised recommendations to customers, at their request or at the initiative of the token service provider providing the consultancy, in relation to one or more token transactions or the use of tokens;
9. «crypto-asset or “type A token”»: a financial asset in tokenised form issued in the financial year of the reserved activities referred to in Annex 1 to Law 17 November 2005 no. 165 and subsequent amendments, financial instruments in tokenized form and cryptocurrencies;
10. «linked crypto-activity»: a token that is neither an electronic money token nor a financial instrument token or a crypto-currency, linked to other activities 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 private cryptographic keys;
13. «issuer»: DLT operator who assumes the obligation to fulfil 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. «token order execution»: conclusion of agreements, on behalf of clients, for the purchase or sale of one or more tokens or the subscription on behalf of clients of one or more tokens, including the conclusion of contracts for the sale of tokens at the time of their offering to the public or admission to trading;
15. «tokenized form»: format that information takes 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, at thewithin the system and in accordance with its rules, of multiple third-party interests in 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 and individualised basis, 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 no. 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 single or limited edition;
22. «offeror»: person making a public offering of tokens;
23. «offer to the public»: 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;
24. «DLT operator»: a person who issues, offers, or requests admission to trading of tokens, or who provides token services;
25. «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;
26. «DLT platform»: an IT infrastructure that implements a distributed ledger technology for the generation and transfer of tokens;
27. «provider of crypto-assets services»: DLT operator that provides one or more services in crypto-assets;
28. «provider of virtual assets services»: entity referred to in Article 1, paragraph 1, letter s bis), of Law no. 92/2008 and subsequent amendments;
29. «provider of token services other than crypto-assets»: DLT operator that provides one or more token services other than crypto-assets;
30. «register of DLT operators»: register referred to in Chapter II of Title VI of this delegated decree;
31. «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;
32. «exchange of tokens for other tokens»: conclusion of contracts with customers for the purchase or sale of tokens against other tokens, using own positions;
33. «exchange of tokens for funds»: conclusion of contracts with customers for the purchase or sale of tokens against funds, using own positions;
34. “crypto-asset services”: services referred to in letter L bis) of Annex 1 to the LISF;
35. «tokenized services»:
    1. custody and administration of tokens;
    2. management of a token trading platform;
    3. token exchange with funds;
    4. exchange of tokens with other tokens;
    5. execution of token orders;
    6. token placement;
    7. reception and transmission of token orders;
    8. token consultancy;
    9. token portfolio management;
    10. token transfer.
36. «UAE Analysis and Control Section»: section of the Economic Activities Office referred to in Article 22 of Annex A of Law No. 188/2011 andsubsequent amendments which, following the implementation of Article 7 of the Delegated Decree of 3 July 2023 no. 103, takes over the functions of the Control Activities Office;
37. rr) «distributed ledger technology – DLT (Distributed Ledger Technology)»: 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;
38. «token»: electronic document intended as an electronic representation of legally relevant acts, facts or data, in tokenized form;
39. «electronic money token»: electronic money referred to in Article 1, letter z bis) of Law no. 165/2005 and subsequent amendments, in tokenized form;
40. «financial instrument token»: financial instrument referred to in Annex 2 of Law no. 165/2005 and subsequent amendments, in tokenized form;
41. «type B token»: tokens other than crypto-assets;
42. «token transfer»: transfer on behalf of token customers through a DLT platform;
43. «UAE»: Office of Economic Activities referred to in Article 22 of Annex A of Law No. 188/2011 and subsequent amendments;
44. «utility token»: type B token with declarative content that grants the right to receive a provision of goods or services;
45. «white paper»: information document that describes the token as well as any underlying business project or business 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 is the competent authority for tokens other than crypto-assets or type B tokens.

Pursuant to the law, DLT operators who also provide services in crypto-assets, as well as the issuance, offering or admission to trading of crypto-assets.

Pursuant to the regulation, DLT operators who exclusively provide services in tokens other than crypto-assets, as well as the issuance, offering or admission to trading of tokens of the same type, are subject to the competences of the Institute for Innovation.

As a result of the regulation, in the case 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 the respective areas of operation pursuant to this delegated decree and to prepare standard forms, formats and models for the exercise of the rights and obligations set forth in this delegated decree.

Obligations of DLT operators

The DLT operator:

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

The requirement under 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 clients.

The DLT operator subject to the supervision of the Central Bank is registered in the registerro referred to in letter a), to the positive outcome of the authorization procedures under the jurisdiction of the Central Bank itself.

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 provision can be carried out only through the establishment of a branch and not under the regime of provision of services without establishment.

Foreign DLT operators who intend to carry out in the Republic of San Marino the offer of tokens other than crypto-assets or request 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 provide services in the Republic of San Marino in tokens other than crypto-assets, must request authorization from the Institute for Innovation.

The Institute for Innovation regulates, with its own regulations, the cases in which the exercise by foreign entities of the activities referred to in the provision 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 Institute for Innovation 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, unless the customers have given their written consent, 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 shall establish 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, 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

The token issuer must draft, notify and publish a white paper and, if necessary, update it, before proceeding with the offer to the public.

The Central Bank establishes with its own provision the additional obligations that the crypto-asset issuer is required to comply with, being able, among other things, to provide, for certain types of crypto-assets, to subject the relevant white paper to an authorization procedure.

Exclusions

The provisions of the regulation do not applyno to DLT operators:

1. that offer tokens for free;
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.

The provisions of the law do not apply to DLT operators, if at least one of the following conditions occurs:

1. the token offer is addressed to 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 is exempt, intends to voluntarily draft a white paper, the rule applies.

The exclusions do not apply in cases of admission to trading of tokens.

The Central Bank and the Institute for Innovation may, within their respective competences, determine further cases of exclusion.

Drafting, format and publication of the white paper

The white paper, which may also be drafted in English, must contain at least the information indicated in Annex A of the norm.

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 for at least five years following the last token operation.

The white paper relating to crypto-assets 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 a “commercial communication relating to a public offering of tokens”;
4. indicates the address of the website where the white paper can be consulted and downloaded;
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 referred to in the regulation publishes on its website the number of tokens issued, as well as those offered to the public and admitted to trading and updates such number at least quarterly.

The issuer, which sets a deadline for the public offering of token, prominently publishes on its website the result of the public offering within twenty working days from 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 law are void. This nullity can only be asserted by the customer.

When the offer to the public does not have a deadline, the issuer complies with the provisions of the law until the expiry of the right of withdrawal.

Change to the white paper

The issuer shall promptly amend the white paper already published if a significant new fact arises or a significant 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 notifies the Central Bank of the amended white paper without delay, and in any case before the new publication, indicating the change with respect to the original text and the reasons for the change. The Central Bank establishes with its own provision the cases in which the amendments to the white paper are to be subjected 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 amended white paper, indicating the amendment with respect to the original text and the reasons for the amendment.

Issuers who amend the white paper shall prominently publish the aforementioned amendments on their website in chronological order with a comparison with the original text, indicating for each of them the reasons for the amendments themselves.

The publication of the amendments to the white paper does not entail the extension of the term.

Right of withdrawal

The right of withdrawal may be exercised by customers who purchase a token other than crypto-assets within fourteen calendar days following the purchase.

The right of withdrawal 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 operator shall provide, 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 term 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 regulates, with its own provision, the cases of exercising the right of 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 discipline concerning the cancellation of the offer of crypto-assets, also taking into account the ccharacteristics of the different types of crypto-assets.

In the event of cancellation of the public offering of a token other than a crypto-asset, the issuer shall ensure 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 of the cancellation date.

Responsibility of the DLT operator

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 any errors or omissions in the white paper.

The white paper contains a statement from the board of directors of the DLT operator. 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

1The 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 provide services in tokens 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’s 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 controls also in order to adequately cover the risks deriving 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 infrastructure, 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 information obligations 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 provideso that records are kept of all services in the same tokens, the activities, orders and operations carried out by them.

FUNCTIONS OF THE INSTITUTE FOR INNOVATION IN THE MATTER OF TOKENS

Supervisory and regulatory powers

The Institute for Innovation takes care of the maintenance of the register of DLT operators and, in particular, in the exercise of its supervisory functions, 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), 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), the Innovation Institute uses the Analysis and Control Section of the UAE to carry out control and supervision activities, also with the use of the competent bodies, pursuant to the current provisions of the system.

With reference to DLT operators subject to the supervision of the Central Bank, the Innovation Institute collaborates with the Central Bank, and the Central Bank also has the right to request the Innovation Institute to conduct assessments or produce opinions regarding the technical suitability profiles of the DLT operator, also with regard to any outsourcing of operational functions.

In order to evaluate registration in the register of DLT operators, the Innovation Institute may conclude outsourcing or mandate agreements with professionals and operators of primary standing recognized on the international market, under the own responsibility.

The measures adopted pursuant to the law by the Institute for Innovation are governed by 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. Token service providers other than crypto-assets;
4. Section IV. Crypto-asset service providers.

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

Registration in the register of DLT operators is subject to obtaining a license from the UAE, subject to the release, by the Institute for Innovation, of a certificate regarding the existence of the requirements for registration in the register.

DLT operators must obtain a license pursuant to Law 31 March 2014 n.40 and subsequent amendments concerning the relevant ATECO codes divided by type of activity.

Specific ATECO codes are identified for the activities regulated by the norm.

Registration of DLT operators in the register

DLT operators may proceed with the issuance, offering, 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 request for registration

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 regulations issued.

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 Innovation Institute grants the applicant a deadline of no less than ten working days within which to provide the missing information or documents.

Even after the deadline has expired, the Innovation Institute, by setting a deadline of no less than ten days for the response, may ask the applicant for further information and documents to complete the application or in order to assess its correctness.

The application lapses if, upon expiry of the deadline or subsequent deadlines, it is found to be incomplete with the information and documents requested by the Innovation Institute. In this case, the Innovation Institute shall notify the applicant.

A new application cannot be submitted before receiving the communication.

The Innovation Institute may refuse to re-examine an application previously submitted and which is incomplete after the deadlines have passed.

Within thirty days of 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 applicant of the outcome.

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

1. the proponent has not notified the white paper when 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 presentation;
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.

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

1. the proposer does not offer sufficient guarantees regarding the offer of product and services described in the utility token;
2. the proposerentity does not have a clear organizational structure, with defined lines of responsibility;
3. the proponent does not have technological infrastructure and human resources proportionate to the scope of the activities described in the application;
4. 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;
5. the proponent is subject to the supervision of the Central Bank and does not have the authorization of the Central Bank.

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

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, the Innovation Institute has the right to send the application file accompanied by its assessments to the Central Bank. In such cases, the deadline is to be considered interrupted pending the response from the Central Bank. The proponent shall be notified of such interruption of the deadline.

The Central Bank has a term of thirty days to send a written reference to the Innovation Institute. The deadline may be suspended if the Central Bank needs to acquire additional information or additional documentation to that already produced by the proponent.

Having received the evaluations, the Institute for Innovation:

1. registers the DLT operator in the register, in the specific 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. refuses the operator’s registration.

Cancellation from the DLT operators register

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

1. cancellation of the DLT operator from the UAE register;
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 for more 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 indicated in the white paper;
7. adoption by the Central Bank of prohibitive measures on crypto-asset issuers;
8. serious violations that are also repeated or systemic or multiple of Law no. 92/2008 and subsequent amendments;
9. wide use as a means of exchange of the issued token, offered by the DLT operator;
10. request by 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 carry out 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 provision is notified to the DLT Operator within five days of adoptionne.

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 the provisions with a deadline for adaptation to the provisions.

Cancellation from the register of DLT operators entails the immediate interruption of any activity of issuing and offering tokens or provision of services in crypto-activities 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 provision.

A judicial appeal against the provisions of the Institute for Innovation is permitted in the forms and terms set out in Title II of Law 28 June 1989 n. 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 and related implementing provisions is punishable with an administrative fine ranging from €1,000.00 (one thousand/00) to €30,000.00 (thirty thousand/00).

In order to make the sanction sufficiently dissuasive, the Analysis and Control Section of the UAE, upon proposal of the Institute for Innovation, in derogation of the maximum amounts referred to in the previous paragraph, may impose administrative sanctions within the measures determined below:

1. in the case of a person legal entity, 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 violation to the natural or legal person, if such benefit can be determined.

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.

With reference to DLT operators, the Central Bank, in order to make the sanction sufficiently dissuasive, may impose, in derogation from the maximum amounts, administrative sanctions within the measures referred to in Article 18-bis of Decree no. 76/2006 and subsequent amendments.

If the Institute for Innovation detects violations of the provisions by DLT operators other than those subject to supervision by the Central Bank, it sends an appropriate report to the UAE or to the Analysis and Control Section of the UAE, which proceeds to impose the appropriate administrative sanctions.

The administrative pecuniary sanctions imposed are contestable pursuant to Title IV of Law no. 68/1989, with the exception of administrative pecuniary sanctions exceeding €10,000.00 (ten thousand/00) which are contestable pursuant to Title II of the same law.

Measures for the assessment of the risks of money laundering, terrorist financing and non-application and evasion of targeted financial sanctions

AIF, the Central Bank and the Institute for Innovation identify, analyse and assess the risks of money laundering and terrorist financing arising from the activities referred to in the regulation in order to understand such risks and propose mitigation actions.

The authorities also take appropriate measures to identify, assess, understand and mitigate the risks of non-application and evasion of sanctions.targeted financial instruments connected to the financing of the proliferation of weapons of mass destruction.

For the purposes of the law, the authorities may avail themselves of the support of other authorities and offices of the Public Administration identified by them.

The above activity must be carried out in compliance with the provisions of Articles 16-bis, 16-tere 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 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 may also collaborate with public administrations, sector authorities as well as with entities that exercise control activities.

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

The tokens referred to in the regulation are virtual assets pursuant to Article 1, paragraph 1, letter bbis) of Law no. 92/2008 and subsequent amendments, except for specific exclusions determined by AIF with its own provision.

Token services fall within the activities or operations referred to in Article 1, paragraph 1, letter s bis), point v bis) of Law no. 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 storage 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 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.

Transitional measures

The entities that, on the date of entry into force of the rule, already provide services in tokens other than crypto-assets may continue to provide them provided that within the following three months they notify the Institute for Innovation of the services provided and adapt the license with the introduction of the relevant ATECO codes.

The subjects who, on the date of entry into force of the rule, already provide services in crypto-assets, provided that they are limited to crypto-currencies, may continue to provide them provided that within the following three months they notify the Central Bank of the services provided and adapt the license with the introduction of the relevant ATECO codes.

The subjects referred to in the previous paragraphs must comply with the provisions of the rule and the related implementing provisions within six months of the issue of the latter, unless the same provisions do not provide otherwise.

Failure to comply with the provisions of the previous paragraphs will result in the revocation of the license by the UAE. The assessment may be initiated on the initiative or following a communication from any public administration, public body or authority of the Republic of San Marino.

Pending the implementation of Article 7 of the Delegated Decree of 3 July 2023 n.103, the activities envisaged for the Analysis and Control Section of the UAE are carried out by the Control Activities Office, also making use of the competent bodies.

White paper for DLT operators – contentminimum Part A: General information about the operator

1. Name of the issuer;
2. Registered office;
3. Legal entity identifier;
4. Group of companies, if the issuer is part of one;
5. Identity, address and functions of the persons belonging to the administrative body of the issuer;
6. Declaration referred to in 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 incorporation;
9. Financial condition in the last three years of the offeror or the person asking for admission to trading or, where the offeror or the person asking for admission to trading was established less than three years ago, its financial condition from 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 the person asking for admission to trading and of its situation for each financial year and interim period for which financial information relating to past financial years is required, including the causes of material changes.
11. The review shall provide a balanced and comprehensive analysis of the development and results of the business of the offeror or the person asking for admission to trading and of its situation, consistent with the size and complexity of the activity.

Part B: Information about the token project

1. Name of the project and 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 features offered including information on the expected timing of the implementation of the functionalities;
3. A short 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 (roadmap) map);
7. Intended use of any funds or other crypto-assets raised.

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

1. Indication of whether the White Paper concerns a public offering of tokens;
2. Reasons for the public offer or request for admission to trading;
3. Amount that the offer intends to raise in any fiat currency or any other crypto-asset;
4. Any soft cap (minimum amount necessary for the implementation of the project) or hard cap (maximum amount of the offer to the public) set for the offer to the public of crypto-assets;
5. Issuance price of the token that is the subject of the offer to the public (in an official currency), any applicable subscription fees or the method for determining the offer price;
6. Total number of tokens offered to the public or admitted to the ne
7. Indication of the potential holders to whom the public offering 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 offering of tokens are entitled to be reimbursed if the minimum subscription target is not reached at the end of the public offering, if they exercise the right of withdrawal provided for or if the offering is cancelled;
9. Detailed description of the reimbursement mechanism, referred to in point 8, including the expected timeframe for the completion of such reimbursement refunds;
10. Information about the various phases of the public offering of tokens, including information about the discounted purchase price for early buyers (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.

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.

Part E: Information on the underlying technology

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

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 asking for 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 the mitigation measures, if any.