FRANCE Law and Practice Contributed by: Estelle Rigal-Alexandre, Marie Frisch and Mohamed Bouzenada, Soulier Bunch
• execution of orders and placement services; and • advice on crypto-assets. Entities providing such services on a professional basis must obtain authorisation and comply with detailed requirements relating to governance, pruden- tial safeguards, operational resilience and conduct of business. 3.2 Set-Up Requirements PSAN Registration and Licensing (Pre-MiCA) Under the French PSAN regime, service providers subject to mandatory registration were required to file an application with the AMF. The process primarily focused on AML/CFT requirements, including: • the identification and assessment of shareholders and managers; • the implementation of internal control and compli- ance systems; and • the establishment of procedures for customer due diligence and transaction monitoring. CASP Authorisation Under MiCA Applicants seeking CASP authorisation must submit a detailed application file to the competent authority, including: • a programme of operations describing the services provided; • governance and organisational arrangements; • internal control, risk management and compliance frameworks; • IT systems and security measures; and • information on shareholders and management. The AMF and ACPR review the application and may request additional information before granting authori- sation. Once authorised, CASPs benefit from pass- porting rights across the European Union. 3.3 Change of Control Under Article 83 of MiCA, any proposed acquisition or disposal of a qualifying holding in a CASP is subject to prior notification to the competent authority (AMF in France), ie, 10% or more of the capital or voting rights, or the ability to exercise significant influence over the management of the CASP.
The AMF will assess the proposed acquisition, in par- ticular in light of the suitability of the proposed acquir- er, the financial soundness of the transaction, and its impact on the sound and prudent management of the CASP. It may oppose the transaction. 3.4 Passporting Under MiCA, CASPs authorised in one member state benefit from a passporting regime allowing them to provide services across the European Union without the need to obtain additional licences in each juris- diction. To exercise passporting rights, a CASP must notify its home competent authority of its intention to provide services in another member state, including the type of services and the countries concerned. The home authority then transmits this information to the relevant host member states. Once this notification process is completed, the CASP may commence its cross-border activities, either on a services basis or through the establishment of a branch, subject to compliance with applicable con- duct-of-business rules. Host authorities may exercise certain limited powers, in particular in relation to con- sumer protection and market integrity.
4. Cross-Border Services 4.1 Marketing
The marketing of crypto-asset services into France is subject to a combination of EU and national rules, with
a strong emphasis on investor protection. Cross-Border Marketing and Licensing Requirements
As a general principle, any entity actively marketing crypto-asset services to clients located in France must comply with the applicable regulatory frame- work, including the authorisation requirements under MiCA. This applies irrespective of whether the pro- vider is established in France or operates from another jurisdiction. In practice, the notion of “targeting” French clients is assessed on a case-by-case basis, taking into account factors such as the use of the French language, mar- keting campaigns directed at French residents, or the
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