Practice Areas > Investment Services, Fintech & Capital Markets > Blockchain & ICOs > ICO Licensing > Post-Licensing Obligations
Overview
ICO Post-Registration Ongoing Obligations
Following registration of a whitepaper, issuers are bound by specific compliance and regulatory obligations towards the Malta Financial Services Authority, such as submission of a Compliance Certificate and an AML/CFT Report.
Compliance Certificate
Annual Submission of a Compliance Certificate
On annual basis, an issuer must draw up a compliance certificate in relation to its business. Such certificate must be drawn by the issuer, reviewed by the VFA Agent, which VFA Agent shall ensure its completeness and accuracy, and signed by all members of the issuer’s board of directors, and subsequently submitted to the MFSA by the VFA Agent.
A compliance certificate must include the following:
- A confirmation obtained from the issuer’s MLRO that all local AML/CFT requirements have been satisfied and that the issuer has adequate systems in place to identify and report suspicious transactions;
- A confirmation obtained from the issuer’s Systems Auditor that its innovative technology arrangement complies with any standards set and guidelines issued by the Malta Digital Innovation Authority;
- A statement obtained from the VFA Agent as to whether the issuer is a fit and proper person;
- A statement by the issuer’s board of directors as to whether there have been any breaches of the VFA Act or any underlying rules or regulations.
AML/CFT Report
Auditor's AML/CFT Report
The issuer must, on an annual basis, engage an independent auditor to draw up a report which shall include:
- A confirmation that the AML/CFT/KYC systems the issuer purports to have in place are indeed in place;
- A review of the operations of the issuer from an AML/CFT perspective.
Disclosures to the Public
Continuous Updates to Investors
The issue must, on a continuous basis, provide investors with regular and comprehensive updates on the progress being achieved with respect to the milestones set out in the whitepaper. This is to enable investors to assess the deliverables in the whitepaper. Such updates must be made by means of public announcements.
If milestones are not being met, this must be stated publicly, together with a detailed explanation about this point and the efforts being made to meet such milestones. In the event that these delays would potentially affect the risk parameters of the project, the issuer must update the whitepaper accordingly and inform the investors of their right to opt out.
Cap on Investments
Cap on Maximum Investable Amount
An issuer must ensure that an investor does not invest more than €5,000 in its ICO over a 12-month period – unless the investor in question is an experienced investor, in which case this cap shall not apply.
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How we can help
Gonzi & Associates, Advcocates, has extensive experience in this field and is able to provide specialised assistance to your business at all stages of the Malta ICO licence application procedure, including:
- Malta Company incorporation and registration
- Drafting of legal opinions on the legal nature of your cyrptocurrency to determine the applicable legal framework
- Collection & preparation of documentation necessary for submission of an ICO licence (registration) application
- Advising and assisting in the drafting of a whitepaper
- Drafting of ICO offering T&Cs
- Assisting in the engagement of Key Functionaries, including VFA Agent, Systems Auditors, Money Laundering Reporting Officers (MLROs), director/s, auditors, and so on
- Guiding through every stage of the whitepaper registration process
- Providing post-registration follow-up assistance, including advising on applicable annual compliance exercises.