Placing of crypto-assets

Placing sells someone else's issuance: the client paying for the work is the offeror, not the purchaser being marketed to. Annex IV of Regulation (EU) 2023/1114 puts the service in Class 1, the lightest capital band, at EUR 50 000 of permanent minimum capital. Anyone marketing a new token to you may be working for the people who created it.

How it works

Article 3(1)(22) of MiCA settles the question by asking who the marketer works for, and for placing the answer is the offeror or a party related to the offeror. The service sits at point (f) of the ten crypto-asset services listed in Article 3(1)(16), so a firm cannot carry it on in the EU unless its authorisation names that service. That figure is a floor: Article 67(1) requires prudential safeguards of at least the higher of it and a quarter of the preceding year's fixed overheads.

Article 79 loads the duties onto the relationship with the offeror rather than the buyer. Before signing, a provider has to communicate four things to the offeror or the person seeking admission to trading: the type of placement under consideration, including whether a minimum amount of purchase is guaranteed; the transaction fees associated with the proposed placing; the likely timing, process and price; and information about the targeted purchasers. It then has to obtain the issuer's agreement to that same information before it places anything.

Article 79(2) then names three conflicts of interest outright: placing the crypto-assets with the provider's own clients, a placing price that has been overestimated or underestimated, and incentives, including non-monetary ones, granted by the offeror to the provider. Recital 88 adds the point that catches people out: the placing of crypto-assets on behalf of an offeror should not be deemed to be a separate offer.

Where you see it

The crypto-asset white paper is where a reader meets this service by name. Item 15 of Part E in Annex I asks for the name of the crypto-asset service provider in charge of the placing and the form of that placement, with or without a firm commitment basis, so the token's own disclosure names who was hired to sell it and whether that firm guaranteed to take inventory.

Two carve-outs are worth knowing. Under Article 60(3)(e), an investment firm's existing licence already reaches this activity: MiCA deems placing equivalent to the underwriting or placing of financial instruments on a firm commitment basis and placing without a firm commitment basis, Section A points (6) and (7) of Annex I to Directive 2014/65/EU, so the firm notifies its home competent authority 40 working days before it starts rather than applying from scratch. Recital 92 goes the other way: distributing electronic money on behalf of issuers would amount to placing, but distributors allowed to do so under Directive 2009/110/EC need no crypto-asset authorisation to distribute e-money tokens.

Bitcoin is where the service runs out. It has no offeror and no issuer, so there is nobody for a placing agent to act for, and every pitch that resembles placing involves a crypto-asset that somebody created and wants sold. That distinction matters when a platform in one of our country guides presents a new token beside its bitcoin market.

Placing of crypto-assets vs Order execution service

Placing of crypto-assets and the execution of orders on behalf of clients can look identical at the moment a new token goes on sale, and MiCA separates them by whose account the firm acts on. Article 3(1)(21) defines execution as concluding agreements, on behalf of clients, to purchase, sell or subscribe for crypto-assets, and it expressly covers contracts to sell at the moment of an offer to the public. Same transaction, opposite side of the table: the executing firm answers to the buyer and owes best execution under Article 78, while the placing firm answers to the offeror and owes the Article 79 disclosures. Both sit in the same Class 1 band, so the capital figure never tells them apart.