LITHUANIA Law and Practice Contributed by: Tadas Kuzminskas, APB “Leagus”
investors). The tax treatment of such investments may also differ when they are made via a fund. 2.4 Token Issuance Lithuania is a viable jurisdiction for token issuance, but issuers must comply with MiCAR and other applicable regimes (securities law, AML, tax, GDPR). Under MiCAR (directly applicable in Lithuania), any offer to the public or application for admission to trad- ing of crypto‑assets requires the offeror or person seeking admission to draw up, notify to the competent authority and publish an information document (white paper), unless an exemption applies. The procedure varies slightly depending on whether the token is an ART, EMT or a crypto‑asset other than an ART or EMT. Crypto‑Assets Other Than ARTs or EMTs Offerors and persons seeking to offer to the public a crypto-asset other than an ART or EMT, or seeking admission to trading, shall draft and notify the white paper to the Bank of Lithuania. The obligation to pub- lish a white paper for crypto-assets other than ARTs or EMTs does not apply in the following cases: • the offer is made to fewer than 150 persons per EU member state; • the offer is addressed solely to qualified investors, who alone may hold the tokens; • total consideration does not exceed EUR1 million over 12 months; • the crypto‑asset is offered for free; • the crypto‑asset is automatically created as a reward for maintaining the ledger or validating transactions; • the offer concerns a utility token giving access to an existing good or service; and • the crypto‑asset can be used only within a limited network of merchants under contractual arrange- ments with the offeror. ARTs and EMTs Offerors and persons seeking admission to trading of ARTs or EMTs must always prepare and submit a white paper for the relevant crypto‑assets to the Bank of Lithuania. The exemptions that apply to crypto‑assets other than ARTs or EMTs do not apply.
For ARTs, the white paper must, as a rule, be approved by the Bank of Lithuania before publication. Prior approval is not required if one of the following condi- tions is met: • over any 12‑month period the average outstanding value of the ART never exceeds EUR5 million; or • the offer is addressed solely to qualified investors and only they may hold the ART. 2.5 Market Abuse Lithuania enforces the market‑abuse rules of the EU Market Abuse Regulation (MAR), which apply direct- ly. These rules cover financial instruments, including security tokens and other tokens classified as finan- cial instruments. MiCAR adds market‑integrity protec- tions for crypto‑asset markets that are aligned with the MAR. Key prohibited behaviours include: • insider dealing – trading crypto‑assets while in possession of material, non‑public inside informa- tion; • unlawful disclosure – disclosing inside information except in the normal exercise of employment or duties; • market manipulation – any behaviour that gives false or misleading signals about supply, demand or price, or secures an artificial price; and • attempting, aiding or abetting the above (including organising or facilitating manipulation). MiCAR incorporates a market abuse regime for cryp- to-assets, essentially applying principles similar to the MAR. This means that market abuse, such as insider dealing or manipulating the price of crypto-assets, is prohibited under MiCAR, mirroring the MAR’s applica- tion to traditional securities. 2.6 Non-Compliance Operators of virtual‑currency exchanges and custodial virtual‑currency wallet providers listed in the Register of Legal Entities that provided services in accordance with applicable law before 30 December 2024 were permitted to continue doing so until 1 January 2026. To date, no systemic breaches have been identified publicly. However, businesses and individuals intend- ing to provide crypto‑asset services must pay close attention to the new regime and must not provide
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