MiCA vs eWpG: Which Regime Applies to Tokenized Securities?
Which regime governs a tokenized security: the MiCA exclusion, a decision tree by instrument type, and what it means for issuers.
Read blog
REGULATION
REGULATION
How raising capital is regulated in Europe
How raising capital is regulated in Europe
The same EU disclosure rules apply whether an instrument is conventional or tokenized - tokenization only adds the electronic layer.
The same EU disclosure rules apply whether an instrument is conventional or tokenized - tokenization only adds the electronic layer.
GETTING STARTED
Start where you are
Start where you are
Before you pick an instrument, pick your role. Raising for your own company follows different rules than raising for other people or issuing fund units, and that choice decides which permissions apply and who has to hold them.
The three numbers that decide most of it
Before any analysis of instruments or technology, these thresholds tell you roughly what your raise will cost and how long it will take.
€12m
Prospectus exemption
Total consideration over twelve months, across the Union. Above this, a public offer of securities needs an approved prospectus. Raised from €8m on 5 June 2026.
€5m
The floor a country can set
Member States may lower the exemption to a minimum of €5m and require a national information document below it. Always check the country you are offering into.
€5m
ECSPR cap
Per project owner, per twelve months, for offers made through a licensed crowdfunding platform. Above it, the offer leaves the ECSPR regime.
The three numbers that decide most of it
Before any analysis of instruments or technology, these thresholds tell you roughly what your raise will cost and how long it will take.
€12m
Prospectus exemption
Total consideration over twelve months, across the Union. Above this, a public offer of securities needs an approved prospectus. Raised from €8m on 5 June 2026.
€5m
The floor a country can set
Member States may lower the exemption to a minimum of €5m and require a national information document below it. Always check the country you are offering into.
€5m
ECSPR cap
Per project owner, per twelve months, for offers made through a licensed crowdfunding platform. Above it, the offer leaves the ECSPR regime.
THE REGIMES
What you are issuing decides the regime
What you are issuing decides the regime
Four EU regimes can apply to a capital raise, and more than one usually applies at once. Each is triggered by something specific. Read across the row you match to see what you have to produce and who carries the obligation.
| Regime | It applies when | wHAT YOU PRODUCE | who carries the obligation |
|---|---|---|---|
| RegimeEU Prospectus RegulationDecides whether you may offer the security to the public at all | It applies whenYou make a public offer of transferable securities, or seek admission to a regulated market | wHAT YOU PRODUCEAn approved prospectus above €12m of total consideration over twelve months. Below that, a national information document where the country requires one. | who carries the obligationYou, as issuer. Approval comes from your national competent authority, and an approved prospectus passports across the Union. |
| RegimeMiFID IIDecides who may sell your instrument, and how | It applies whenThe instrument qualifies as a financial instrument and somebody distributes or advises on it | wHAT YOU PRODUCETarget market definition, distribution and suitability processes, conduct of business records | who carries the obligationWhoever distributes. Either you under your own authorisation, or an investment firm or tied agent acting for you. |
| RegimeECSPR Decides whether you can raise through a platform, and how much | It applies whenOffers are intermediated to investors by a crowdfunding platform rather than sold by you directly | wHAT YOU PRODUCEA key investment information sheet, with offers capped at €5m per project owner over twelve months | who carries the obligationThe platform holds the authorisation and passports it across the Union. The project owner writes the KIIS. |
| RegimeMiCARDecides the rules for assets that sit outside securities law | It applies whenThe asset is a crypto-asset that is not a financial instrument, including utility tokens, ARTs and EMTs | wHAT YOU PRODUCEA crypto-asset white paper rather than a prospectus | who carries the obligationYou publish the white paper. Custody and trading run through an authorised crypto-asset service provider. |
| Regime | It applies when | wHAT YOU PRODUCE | who carries the obligation |
|---|---|---|---|
| RegimeEU Prospectus RegulationDecides whether you may offer the security to the public at all | It applies whenYou make a public offer of transferable securities, or seek admission to a regulated market | wHAT YOU PRODUCEAn approved prospectus above €12m of total consideration over twelve months. Below that, a national information document where the country requires one. | who carries the obligationYou, as issuer. Approval comes from your national competent authority, and an approved prospectus passports across the Union. |
| RegimeMiFID IIDecides who may sell your instrument, and how | It applies whenThe instrument qualifies as a financial instrument and somebody distributes or advises on it | wHAT YOU PRODUCETarget market definition, distribution and suitability processes, conduct of business records | who carries the obligationWhoever distributes. Either you under your own authorisation, or an investment firm or tied agent acting for you. |
| RegimeECSPR Decides whether you can raise through a platform, and how much | It applies whenOffers are intermediated to investors by a crowdfunding platform rather than sold by you directly | wHAT YOU PRODUCEA key investment information sheet, with offers capped at €5m per project owner over twelve months | who carries the obligationThe platform holds the authorisation and passports it across the Union. The project owner writes the KIIS. |
| RegimeMiCARDecides the rules for assets that sit outside securities law | It applies whenThe asset is a crypto-asset that is not a financial instrument, including utility tokens, ARTs and EMTs | wHAT YOU PRODUCEA crypto-asset white paper rather than a prospectus | who carries the obligationYou publish the white paper. Custody and trading run through an authorised crypto-asset service provider. |
KNOW THE FRAMEWORK
Understanding MiCAR and MiFID
Learn ECSPR
The EU licence behind compliant crowdfunding.
What Are the ECSP Licence Requirements? Capital, Costs, Timeline
ECSP licence requirements explained: the 18-item application, how much capital you need, real timelines, and what each national regulator charges.
Read Article
ECSPR Article 4 Governance & Risk Management (2026)
What ECSPR Article 4 governance and risk management means in daily operations: compliance obligations, conflicts of interest, outsourcing, complaint handling.
Read Article
ECSPR Passporting: One Licence, 27 EU Markets
How ECSPR passporting turns one crowdfunding licence into access to 27 EU markets, and which rules stay stubbornly national
Read Article
How to Start a Real Estate Crowdfunding Platform in Europe
How to start a real estate crowdfunding platform in Europe: the ECSPR licence, debt vs equity, investor onboarding, deal pipeline and software
Read Article
Crowdfunding Platform Cost: 2026 Breakdown (EUR Ranges)
Realistic EUR ranges for software, licence, legal and compliance across three build routes.
Read Article
White-Label Crowdfunding Software Under ECSPR (2026)
ECSP authorisation requires a working platform, not a plan. Build vs buy costs, ECSPR platform requirements, and how white-label software speeds up launch.
Read Article
Secondary Trading Under ECSPR: Bulletin Board Rules
what the Article 25 bulletin board permits, where the MiFID venue line runs and how tokenization makes investments transferable.
Read Article
- What Are the ECSP Licence Requirements? Capital, Costs, Timeline ECSP licence requirements explained: the 18-item application, how much capital you need, real timelines, and what each national regulator charges.
- ECSPR Article 4 Governance & Risk Management (2026) What ECSPR Article 4 governance and risk management means in daily operations: compliance obligations, conflicts of interest, outsourcing, complaint handling.
- ECSPR Passporting: One Licence, 27 EU Markets How ECSPR passporting turns one crowdfunding licence into access to 27 EU markets, and which rules stay stubbornly national
- How to Start a Real Estate Crowdfunding Platform in Europe How to start a real estate crowdfunding platform in Europe: the ECSPR licence, debt vs equity, investor onboarding, deal pipeline and software
- Crowdfunding Platform Cost: 2026 Breakdown (EUR Ranges) Realistic EUR ranges for software, licence, legal and compliance across three build routes.
- White-Label Crowdfunding Software Under ECSPR (2026) ECSP authorisation requires a working platform, not a plan. Build vs buy costs, ECSPR platform requirements, and how white-label software speeds up launch.
- Secondary Trading Under ECSPR: Bulletin Board Rules what the Article 25 bulletin board permits, where the MiFID venue line runs and how tokenization makes investments transferable.
- Tokenized Crowdfunding: Combining ECSPR With eWpG How ECSPR platforms add eWpG crypto securities next to classic instruments, which permission each rail needs, and what a tokenized tranche costs and takes.
- Does ECSPR apply to your crowdfunding project? 2026 ECSPR explained: Does your crowdfunding project falls under EU regulation? What the €5M threshold means, and what is KIIS
Learn ECSPR
The EU licence behind compliant crowdfunding.
What Are the ECSP Licence Requirements? Capital, Costs, Timeline
ECSP licence requirements explained: the 18-item application, how much capital you need, real timelines, and what each national regulator charges.
Read ArticleECSPR Article 4 Governance & Risk Management (2026)
What ECSPR Article 4 governance and risk management means in daily operations: compliance obligations, conflicts of interest, outsourcing, complaint handling.
Read ArticleECSPR Passporting: One Licence, 27 EU Markets
How ECSPR passporting turns one crowdfunding licence into access to 27 EU markets, and which rules stay stubbornly national
Read ArticleHow to Start a Real Estate Crowdfunding Platform in Europe
How to start a real estate crowdfunding platform in Europe: the ECSPR licence, debt vs equity, investor onboarding, deal pipeline and software
Read ArticleCrowdfunding Platform Cost: 2026 Breakdown (EUR Ranges)
Realistic EUR ranges for software, licence, legal and compliance across three build routes.
Read ArticleWhite-Label Crowdfunding Software Under ECSPR (2026)
ECSP authorisation requires a working platform, not a plan. Build vs buy costs, ECSPR platform requirements, and how white-label software speeds up launch.
Read ArticleSecondary Trading Under ECSPR: Bulletin Board Rules
what the Article 25 bulletin board permits, where the MiFID venue line runs and how tokenization makes investments transferable.
Read Article- What Are the ECSP Licence Requirements? Capital, Costs, Timeline ECSP licence requirements explained: the 18-item application, how much capital you need, real timelines, and what each national regulator charges.
- ECSPR Article 4 Governance & Risk Management (2026) What ECSPR Article 4 governance and risk management means in daily operations: compliance obligations, conflicts of interest, outsourcing, complaint handling.
- ECSPR Passporting: One Licence, 27 EU Markets How ECSPR passporting turns one crowdfunding licence into access to 27 EU markets, and which rules stay stubbornly national
- How to Start a Real Estate Crowdfunding Platform in Europe How to start a real estate crowdfunding platform in Europe: the ECSPR licence, debt vs equity, investor onboarding, deal pipeline and software
- Crowdfunding Platform Cost: 2026 Breakdown (EUR Ranges) Realistic EUR ranges for software, licence, legal and compliance across three build routes.
- White-Label Crowdfunding Software Under ECSPR (2026) ECSP authorisation requires a working platform, not a plan. Build vs buy costs, ECSPR platform requirements, and how white-label software speeds up launch.
- Secondary Trading Under ECSPR: Bulletin Board Rules what the Article 25 bulletin board permits, where the MiFID venue line runs and how tokenization makes investments transferable.
- Tokenized Crowdfunding: Combining ECSPR With eWpG How ECSPR platforms add eWpG crypto securities next to classic instruments, which permission each rail needs, and what a tokenized tranche costs and takes.
- Does ECSPR apply to your crowdfunding project? 2026 ECSPR explained: Does your crowdfunding project falls under EU regulation? What the €5M threshold means, and what is KIIS
Learn ECSPR
The EU licence behind compliant crowdfunding.
What Are the ECSP Licence Requirements? Capital, Costs, Timeline
ECSP licence requirements explained: the 18-item application, how much capital you need, real timelines, and what each national regulator charges.
Read ArticleECSPR Article 4 Governance & Risk Management (2026)
What ECSPR Article 4 governance and risk management means in daily operations: compliance obligations, conflicts of interest, outsourcing, complaint handling.
Read ArticleECSPR Passporting: One Licence, 27 EU Markets
How ECSPR passporting turns one crowdfunding licence into access to 27 EU markets, and which rules stay stubbornly national
Read ArticleHow to Start a Real Estate Crowdfunding Platform in Europe
How to start a real estate crowdfunding platform in Europe: the ECSPR licence, debt vs equity, investor onboarding, deal pipeline and software
Read ArticleCrowdfunding Platform Cost: 2026 Breakdown (EUR Ranges)
Realistic EUR ranges for software, licence, legal and compliance across three build routes.
Read ArticleWhite-Label Crowdfunding Software Under ECSPR (2026)
ECSP authorisation requires a working platform, not a plan. Build vs buy costs, ECSPR platform requirements, and how white-label software speeds up launch.
Read ArticleSecondary Trading Under ECSPR: Bulletin Board Rules
what the Article 25 bulletin board permits, where the MiFID venue line runs and how tokenization makes investments transferable.
Read Article- What Are the ECSP Licence Requirements? Capital, Costs, Timeline ECSP licence requirements explained: the 18-item application, how much capital you need, real timelines, and what each national regulator charges.
- ECSPR Article 4 Governance & Risk Management (2026) What ECSPR Article 4 governance and risk management means in daily operations: compliance obligations, conflicts of interest, outsourcing, complaint handling.
- ECSPR Passporting: One Licence, 27 EU Markets How ECSPR passporting turns one crowdfunding licence into access to 27 EU markets, and which rules stay stubbornly national
- How to Start a Real Estate Crowdfunding Platform in Europe How to start a real estate crowdfunding platform in Europe: the ECSPR licence, debt vs equity, investor onboarding, deal pipeline and software
- Crowdfunding Platform Cost: 2026 Breakdown (EUR Ranges) Realistic EUR ranges for software, licence, legal and compliance across three build routes.
- White-Label Crowdfunding Software Under ECSPR (2026) ECSP authorisation requires a working platform, not a plan. Build vs buy costs, ECSPR platform requirements, and how white-label software speeds up launch.
- Secondary Trading Under ECSPR: Bulletin Board Rules what the Article 25 bulletin board permits, where the MiFID venue line runs and how tokenization makes investments transferable.
- Tokenized Crowdfunding: Combining ECSPR With eWpG How ECSPR platforms add eWpG crypto securities next to classic instruments, which permission each rail needs, and what a tokenized tranche costs and takes.
- Does ECSPR apply to your crowdfunding project? 2026 ECSPR explained: Does your crowdfunding project falls under EU regulation? What the €5M threshold means, and what is KIIS
Learn ECSPR
The EU licence behind compliant crowdfunding.
What Are the ECSP Licence Requirements? Capital, Costs, Timeline
ECSP licence requirements explained: the 18-item application, how much capital you need, real timelines, and what each national regulator charges.
Read ArticleECSPR Article 4 Governance & Risk Management (2026)
What ECSPR Article 4 governance and risk management means in daily operations: compliance obligations, conflicts of interest, outsourcing, complaint handling.
Read ArticleECSPR Passporting: One Licence, 27 EU Markets
How ECSPR passporting turns one crowdfunding licence into access to 27 EU markets, and which rules stay stubbornly national
Read ArticleHow to Start a Real Estate Crowdfunding Platform in Europe
How to start a real estate crowdfunding platform in Europe: the ECSPR licence, debt vs equity, investor onboarding, deal pipeline and software
Read ArticleCrowdfunding Platform Cost: 2026 Breakdown (EUR Ranges)
Realistic EUR ranges for software, licence, legal and compliance across three build routes.
Read ArticleWhite-Label Crowdfunding Software Under ECSPR (2026)
ECSP authorisation requires a working platform, not a plan. Build vs buy costs, ECSPR platform requirements, and how white-label software speeds up launch.
Read ArticleSecondary Trading Under ECSPR: Bulletin Board Rules
what the Article 25 bulletin board permits, where the MiFID venue line runs and how tokenization makes investments transferable.
Read Article- What Are the ECSP Licence Requirements? Capital, Costs, Timeline ECSP licence requirements explained: the 18-item application, how much capital you need, real timelines, and what each national regulator charges.
- ECSPR Article 4 Governance & Risk Management (2026) What ECSPR Article 4 governance and risk management means in daily operations: compliance obligations, conflicts of interest, outsourcing, complaint handling.
- ECSPR Passporting: One Licence, 27 EU Markets How ECSPR passporting turns one crowdfunding licence into access to 27 EU markets, and which rules stay stubbornly national
- How to Start a Real Estate Crowdfunding Platform in Europe How to start a real estate crowdfunding platform in Europe: the ECSPR licence, debt vs equity, investor onboarding, deal pipeline and software
- Crowdfunding Platform Cost: 2026 Breakdown (EUR Ranges) Realistic EUR ranges for software, licence, legal and compliance across three build routes.
- White-Label Crowdfunding Software Under ECSPR (2026) ECSP authorisation requires a working platform, not a plan. Build vs buy costs, ECSPR platform requirements, and how white-label software speeds up launch.
- Secondary Trading Under ECSPR: Bulletin Board Rules what the Article 25 bulletin board permits, where the MiFID venue line runs and how tokenization makes investments transferable.
- Tokenized Crowdfunding: Combining ECSPR With eWpG How ECSPR platforms add eWpG crypto securities next to classic instruments, which permission each rail needs, and what a tokenized tranche costs and takes.
- Does ECSPR apply to your crowdfunding project? 2026 ECSPR explained: Does your crowdfunding project falls under EU regulation? What the €5M threshold means, and what is KIIS
Where the licence actually sits
1
Technology
The platform the offering runs on. No authorisation needed, because operating software is not a regulated activity. ONINO sits here, as a software provider.
2
Licensed functions
Investment firm, crypto-asset service provider, custodian, credit or payment institution, tied agent. The authorisations are theirs, and on ONINO these partners are already connected.
3
The offering
Yours. Offering documents and their content, marketing compliance, and any authorisation your own business model requires, such as an ECSP licence.
KNOW THE FRAMEWORK
Understanding MiCAR and MiFID
What changed recently
Thresholds and scope move. This section is reviewed quarterly.
5 Jun 2026
Prospectus exemption raised to €12 million
The Listing Act lifted the threshold from €8m to €12m of total consideration over twelve months. Member States may lower it to €5m and may require a national information document below it, so the effective threshold still depends on where you offer. Prospectus format is now standardised, and equity prospectuses are capped at 300 pages.
Dec 2024
MiCAR fully applicable
Crypto-asset service provisions came into force across the Union, completing the regime that began with asset-referenced and e-money tokens in June 2024.
Mar 2023
DLT Pilot Regime applicable
A time-limited framework letting market infrastructures trade and settle tokenized financial instruments with targeted exemptions, subject to volume caps. It governs infrastructure, not issuance.
What changed recently
Thresholds and scope move. This section is reviewed quarterly.
5 Jun 2026
Prospectus exemption raised to €12 million
The Listing Act lifted the threshold from €8m to €12m of total consideration over twelve months. Member States may lower it to €5m and may require a national information document below it, so the effective threshold still depends on where you offer. Prospectus format is now standardised, and equity prospectuses are capped at 300 pages.
Dec 2024
MiCAR fully applicable
Crypto-asset service provisions came into force across the Union, completing the regime that began with asset-referenced and e-money tokens in June 2024.
Mar 2023
DLT Pilot Regime applicable
A time-limited framework letting market infrastructures trade and settle tokenized financial instruments with targeted exemptions, subject to volume caps. It governs infrastructure, not issuance.
FAQ
Questions issuers ask
If your question is not here, the deeper guides linked above go further.
Does tokenizing a security change which rules apply?
No. A tokenized bond is a bond and is regulated as one. Tokenization changes the register the instrument lives in and how transfers are recorded. Prospectus obligations, MiFID II conduct rules and supervision by your national competent authority apply exactly as they would to a conventional security of the same type.
Do I need a prospectus?
For a public offer of securities, only above €12 million of total consideration over twelve months, following the change on 5 June 2026. Below that, Member States may still require a short national information document, and several do. The exemption removes the prospectus, not necessarily the disclosure.
Is the threshold the same in every EU country?
No, and this is the most common planning error. €12 million is the Union level figure, but Member States may lower it to a minimum of €5 million. If you are offering into several countries, your effective threshold is the lowest one that applies to your offer, not the EU figure.
Is a tokenized security the same as a crypto-asset under MiCAR?
No, and the distinction is legally decisive. If the instrument qualifies as a financial instrument, securities law applies in full and MiCAR does not. MiCAR covers crypto-assets that are not financial instruments. If investors expect a return generated by your effort, you are almost certainly in securities territory regardless of what the token is called.
Can I offer to investors across the EU with one document?
An approved prospectus passports across the Union, so yes above the threshold. Below it, a national information document does not passport, which means a cross-border offer under the exemption needs country by country analysis. ECSPR offers passport through the platform's own authorisation.
Do I need an ECSP licence?
Only if you are intermediating other people's offerings to investors, which is what a crowdfunding platform does. Raising for your own business is not intermediation and does not require one. The ECSPR regime caps offers at €5 million per project owner over twelve months.
Who needs an authorisation, me or my technology provider?
Neither, in most cases. The licensed functions sit with partners: the investment firm, the custodian, the crypto-asset service provider, the payment institution. A technology provider needs no authorisation for supplying software. You may need your own if your business model is itself regulated, for instance operating a crowdfunding platform or managing a fund.
What is the DLT Pilot Regime and do I need it?
Almost certainly not. It is a time-limited framework for market infrastructures that want to trade and settle tokenized financial instruments with targeted exemptions from existing rules. It applies to the operator of that infrastructure, not to an issuer bringing an instrument to market.
How long does setup take?
The disclosure document is the critical path, not the technology. A national information document is typically a matter of weeks. A full prospectus with regulatory approval is months. Platform setup and partner integration run in parallel and are rarely what delays a raise.
What if my offering exceeds the threshold mid-raise?
The threshold counts total consideration across a rolling twelve month period, so it captures what you have already raised as well as what is in front of you. Model the full twelve months before you set your target, and leave headroom if a second tranche is likely.
RELATED SOLUTIONS
