Commission Delegated Regulation (EU) 2025/414 applies! Are you aware of the new disclosure obligations for investors in the crypto-asset sector?

On 31 March 2025, Commission Delegated Regulation (EU) 2025/414 was published in the Official Journal of the European Union. This Regulation supplements Regulation (EU) 2023/1114 (MiCA) by specifying the disclosure requirements applicable in the context of the proposed acquisition of qualifying holdings in a crypto-asset service provider (CASP).

The new rules aim to ensure transparency and enable competent authorities to thoroughly assess each prospective investor.

Five key criteria for investor assessment

Pursuant to Article 84(1) of MiCA, supervisory authorities assess acquisitions based on five criteria:

• the reputation of the acquirer;
• the reputation, knowledge, skills and experience of the persons who will direct the business of the CASP;
• the financial soundness of the acquirer;
• the CASP’s ability to comply with MiCA both currently and going forward;
• and whether there are reasonable grounds to suspect that money laundering or terrorist financing has occurred, is being attempted, or could be facilitated through the proposed acquisition.

Requirements applicable to natural and legal persons

The Regulation specifies that, where the acquirer is a legal person, information must be provided regarding the identity of beneficial owners and the reputation and experience of individuals who effectively direct the acquirer’s business over the past 10 years.

Conversely, Recital 8 requires natural persons to submit information not only about themselves but also concerning any undertaking formally managed or controlled by them during the same ten-year period. This aims to ensure that competent authorities have access to comprehensive and relevant information necessary for assessing the acquirer’s reputation.

Transparency of funding sources

The Regulation further specifies that a prospective acquirer must submit information concerning the planned acquisition – including the post-transaction capital structure, the value of the holdings, and strategic intentions. Particular emphasis is placed on disclosing the sources of funding and providing evidence confirming the legality, certainty, and adequacy of those funds, including in respect of crypto-assets.

As stated in Recital 21, these requirements aim to mitigate the risks of money laundering and terrorist financing.

Principle of proportionality and potential exemptions

The new rules also introduce the principle of proportionality. According to Recital 24, investors who have already been assessed by the same competent authority within the past two years may be exempted from resubmitting information, provided that no relevant changes have occurred.

How will the new changes affect the crypto asset market?

The adoption of Regulation 2025/414 marks another step in establishing a coherent regulatory framework for the crypto-asset market in the EU, enhancing transparency, credibility and resilience against financial crime risks.

Do you need help? Contact our team – we will analyze your situation and identify the best legal solution for you.