Blog Digital Currency Perspectives May 28, 2019

New French Legal Framework for ICOs

On Apr. 11, 2019, the plan d’action pour la croissance et la transformation des entreprises (Action Plan for Business Growth and Transformation act), also known as Loi PACTE, has introduced in French law the possibility for issuers of initial coin offering (ICOs) to apply for an optional visa from the Autorité des marchés financiers (AMF – French market authority).

This new framework applies to public token offerings that are not subject to another legal regime, in particular offerings of tokens that are not considered as financial securities[1].

To be eligible to the optional AMF visa, issuers shall satisfy to the following conditions:

  • have the status of legal entity established or registered in France,
  • make a public offering of tokens (e. offering to a number of investors above 150),
  • implement the means required to monitor and preserve the assets of the investors which are collected during the public offering, and
  • comply with AML/FT and KYC rules.

The issuers shall also draft a white paper which shall be “clear, accurate and not misleading” thus allowing the investors to understand the risks of the public offering.  After examination, the AMF shall affix the visa on the white paper in compliance with and within the timeframe set out in the AMF general regulation.

After the visa is granted, the AMF shall review any draft promotional communication aimed at the public and supporting evidence of the garantees offered by the issuer.

The investors shall be informed of the results of the offering and, as the case may be, of the existence of a secondary market for the tokens.

Finally, a whitelist of ICOs which received the optional AMF visa shall be published and kept up-to-date on the AMF website.

 

 

[1] For tokens that are considered as financial securities (under French law, financial securities are “equity securites issued by joint stock companies, debt securities, units or shares of undertakings for collective investment.“), French law provides that the issuer shall draft a prospectus approved by the AMF and comply with existing regulations such as European regulations (e.g. MiFIDII and MAR).