PORTUGAL Law and Practice Contributed by: Nuno Lima da Luz and Tomás Gomes da Silva, Cuatrecasas
tions tied to qualified investors in ART contexts), and Banco de Portugal’s ART guidance expressly notes that some offers can be exempt from authorisation, including where directed only to qualified investors, though documentation and notification obligations can still apply. Notwithstanding this, with relation to custody and transfer services of EMTs on behalf of clients, BdP fol- lows the EBA’s interpretation that these are generally qualified simultaneously as crypto-asset services and payment services under PSD2 (namely, as payment accounts and execution of payment transactions). Therefore, any CASP that intends to provide these services as part of their crypto-assets services offer is required to have a dual authorisation as a CASP and payment service provider (PSP) or partner with a dual authorised entity. Over the next 12 months from 13 April 2026, the most legally concrete “incoming change” in Portugal is the end of the national transitional runway on 1 July 2026 for certain entities registered under the pre-MiCA virtual asset regime, after which MiCA authorisation becomes decisive for continued operation. In addi- tion, MiCA is continuously operationalised through technical standards and guidelines produced by EU authorities, and EBA materials indicate an ongoing pipeline of RTS/ITS and guidelines relevant to stable- coin issuers and, by extension, systemic-risk man- agement. 2.3 Regulated Firms and Legal Wrappers Using a legal wrapper such as a fund can change which regulatory regimes apply to the investor-facing product, but it does not remove the relevance of MiCA where the structure includes issuance of in-scope crypto-assets or the provision of crypto-asset ser- vices. In practice, fund wrappers often shift the core investor protections towards fund law (governance, custody/depositary arrangements, valuation rules, risk disclosures) while leaving MiCA to govern token issuance or CASP functions where those functions occur. MiCA itself is described as an entity-based regime, and ESMA stakeholder advice notes a “two- track approach” in which already-regulated financial entities may be subject to notification-type processes rather than the full authorisation process when they
expand into crypto-asset services. This means that regulated firms may benefit from procedural relief, but not from a substantive exemption from crypto-asset conduct expectations. For regulated firms and investment funds holding crypto-assets, the main regulatory consequences are typically prudential, governance, and disclosure- driven. Where a regulated entity provides custody, exchange, or platform-type services as a CASP, MiCA’s client asset segregation expectations and operational requirements become central, including the insolvency-relevant legal segregation expecta- tion for custody providers. For stablecoin expo- sure, additional prudential and reserve management expectations arise at issuer level, and the EBA’s MiCA materials set out extensive technical standards and guidelines addressing liquidity, conflicts, stress test- ing, and reserve-asset composition for ART/EMT issuers. Even with a fund wrapper, classification and perimeter analysis remains unavoidable, especially where the wrapper invests in tokens that may be close to traditional financial instrument boundaries. 2.4 Token Issuance Portugal can support token issuance activity, but post-MiCA the viability of any ICO/TGE is driven by whether the token is an ART, an EMT, or another MiCA in-scope crypto-asset, because the authorisation and disclosure obligations change materially by category. The BdP’s guidance on ARTs explains that public offers or admission requests in the EU generally can only be made by an EU-established issuer authorised under MiCA (or by a credit institution meeting MiCA conditions), and even where authorisation exemp- tions apply (such as limited size or qualified-investor- only offers), a crypto-asset white paper must still be drawn up and notified. For EMTs, the BdP states that the issuer must be a credit institution or an electron- ic money institution and must notify the competent authority and publish the white paper under MiCA procedures. Disclosure obligations in Portugal are therefore largely MiCA-driven, not bespoke “Portuguese ICO law”. Por- tugal’s Law 69/2025 supports this by imposing sanc- tions for non-compliant public offers/admissions and by allocating supervisory responsibilities between the
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