ITALY Law and Practice Contributed by: Francesco Paolo Patti and Marta Vittoria Colombo, Studio Patti
ers are granted and supervisory expectations become more clearly defined.
continue operating without a MiCAR licence until 30 June 2026, provided they were duly registered under the pre-existing regime. During this period, they may maintain their activities while preparing to apply for full authorisation. 3.2 Set-Up Requirements Under MiCAR, authorisation as a CASP requires compliance with detailed organisational, prudential, and governance requirements set out in the Regu- lation and supplemented by ESMA technical stand- ards. Key elements include minimum own funds (cal- culated according to Article 67 MiCAR), adequate IT and cybersecurity infrastructure, internal control mechanisms, business continuity arrangements and fit-and-proper assessment of shareholders and man- agement. ESMA plays a central co-ordinating role: it maintains the EU register of CASPs, issues binding technical standards, and provides guidance to nation- al competent authorities (NCAs) to ensure supervisory convergence. In practice, NCAs – including Consob and Banca d’Italia in Italy – tend to apply substance requirements rigorously. Applicants are expected to demonstrate genuine local substance, particu- larly an operational presence in the member state of authorisation. Authorities show a marked preference for structures where the board of directors and key decision-makers are based locally, rather than relying on shell arrangements or remote governance. Firms planning to establish in Italy should anticipate detailed scrutiny of organisational charts, reporting lines and the physical location of compliance and risk functions. 3.3 Change of Control MiCAR imposes a stringent regime for the assessment of shareholders and beneficial owners of CASPs, modelled on the qualified holdings framework applica- ble to credit institutions under the CRD. Persons hold- ing a qualifying holding are subject to a fit-and-proper assessment. The rationale is investor protection and financial stability: regulators must ensure that owner- ship structures do not undermine sound and prudent management or facilitate financial crime. Authori- ties require full transparency on the ownership chain up to the ultimate beneficial owner(s), supported by documentation evidencing source of funds and eco- nomic rationale for the investment. In practice, regu- lators display strong reluctance towards complex or
3. Licensing and Set-Up Requirements 3.1 Licensing Requirements In Italy, licensing requirements for crypto-asset activities are now primarily governed by MiCAR. The requirement to obtain a licence is triggered by provid- ing, on a professional basis, one or more crypto-asset services as defined by MiCAR (including custody and administration of crypto-assets on behalf of clients, operation of trading platforms, exchange services, execution of orders, placement, advice and portfolio management). These are “reserved” activities requir- ing prior authorisation as a CASP. Credit institutions and other regulated entities may provide crypto-asset services through a notification procedure, demon- strating compliance with MiCAR requirements. As a general rule, to obtain a CASP authorisation in Italy, the applicant must be established in Italy, with a registered office and effective place of management in the country. This reflects the need for supervisory authorities to exercise effective oversight over gov- ernance, operations and risk management. At the same time, MiCAR introduces a passporting regime at EU level. Once authorised in one member state, a CASP may provide services across the European Union, including in Italy, without the need for a sepa- rate licence. However, entities established outside Italy (or outside the EU) may still fall within the Italian regulatory perim- eter if they actively target Italian clients. In such cases, offering services without authorisation may be consid- ered an infringement, regardless of the location of the entity. The assessment is therefore based not only on formal establishment, but also on the actual direction of activities toward the Italian market. MiCAR provides for a transitional period allowing existing operators to adapt to the new framework. In Italy, this has been implemented through a grandfa- thering regime applicable to entities previously regis- tered as virtual asset service providers (VASPs) in the national register. These entities have been allowed to
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