FINLAND Law and Practice Contributed by: Jon Hautamäki, Max Atallah and Mikael Huhtala, Nordic Law
Where a token represents rights equivalent to a trans- ferable security or financial instrument under MiFID II, it will be regulated as such irrespective of its block- chain-based form. ESMA’s guidelines of December 2024 on the conditions and criteria for qualifying crypto-assets as financial instruments provide fur- ther clarity on this assessment, emphasising that the same activities, same risks, same rules principle and technology neutrality apply, meaning MiFID II financial instrument categories extend to blockchain-based equivalents. To date, there have been no instances of crypto-assets being classified as securities or finan- cial instruments in Finland, which reflects prevailing market characteristics rather than excluding such classification in principle. Where tokenised structures fall within MiCA’s scope – for example, as ARTs referencing real-world assets such as commodities or baskets of assets – the appli- cable MiCA issuance and service-provider framework applies, including the relevant authorisation and dis- closure requirements for those categories.
At EU level, the DLT Pilot Regime under Regulation (EU) 2022/858 provides a specific framework for market infrastructures trading and settling tokenised financial instruments, allowing certain DLT-based trad- ing and settlement models under time-limited permis- sions and exemptions. Finnish entities may participate in this regime and at least one Finnish entity has done so to date. Several legal questions around tokenisation may require case-by-case analysis under existing Finnish law, including the mechanics of transfer, interaction with property law concepts and insolvency treat- ment. Increasing market activity is expected to drive demand for further regulatory clarity at both national and EU level.
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