SPAIN Law and Practice Contributed by: Alfonso López-Ibor Aliño, Olivia López-Ibor Jaume and Victoria Moreno Motilva, López-Ibor Abogados
CNMV, and in certain cases the Bank of Spain in rela- tion to EMT-related functions. Prohibited activities include the offering of ARTs or EMTs without prior authorisation, the publication of a non-compliant white paper, and market abuse behav- iours such as insider dealing and market manipulation. While MiCA does not fully mirror the MiFID II retail/ professional distinction, it imposes enhanced disclo- sure and marketing requirements where retail clients are targeted, resulting in a differentiated compliance burden in practice. Over the next 12 months, one of the most significant regulatory developments will be the expiry of the MiCA transitional arrangements applicable in Spain on 1 July 2026. Following the end of this grandfather- ing period, crypto-asset service providers previously operating under the former Spanish AML registration regime will generally be required to hold full MiCA authorisation in order to continue providing regulated crypto-asset services within Spain and across the European Union. Additional regulatory developments are also expected in relation to the implementation of DAC8 reporting obligations, the EU AML package, comprising the directly applicable Anti-Money Laun- dering Regulation (AMLR), the Sixth Anti-Money Laun- dering Directive (AMLD6), and the establishment of the EU Anti-Money Laundering Authority (AMLA), as well as technical standards and supervisory guidance issued under MiCA. 2.3 Regulated Firms and Legal Wrappers The use of a regulated legal wrapper does not alter the underlying classification of crypto-assets under MiCA or, where applicable, EU securities law, but it materi- ally affects how exposure is structured, supervised, and disclosed. The regulatory focus shifts from the asset itself to the obligations of the regulated entity managing the investment. Where crypto-assets are held through collective investment structures, the applicable framework depends on the vehicle used. UCITS funds are sub- ject to strict eligibility, liquidity, and diversification requirements that in practice significantly constrain direct exposure to crypto-assets. Alternative Invest- ment Funds (AIFs) under the AIFMD framework offer
greater flexibility, but remain subject to risk manage- ment, valuation, leverage, and custody requirements supervised by the CNMV in Spain. Neither framework has been specifically adapted to crypto-assets, mean- ing fund managers must apply general regulatory prin- ciples to assets with distinctive operational and risk profiles. Regulated firms and fund managers with material crypto-asset exposure must address overlapping reg- ulatory considerations. From a prudential perspective, financial institutions and regulated entities with mate- rial crypto-asset exposure may also become subject to enhanced capital, risk management, and super- visory expectations, particularly in light of evolving EU prudential standards and international guidance relating to digital asset exposures. Additional consid- erations may arise where the relevant crypto-assets qualify as financial instruments, e-money tokens, or tokenised securities, in which case overlapping MiFID II, AIFMD, UCITS, MiCA, AML/CFT, and market abuse requirements may apply simultaneously. 2.4 Token Issuance There is a viable crypto-asset issuance market in Spain, increasingly shaped by the MiCA framework following years in which ICOs operated in a largely unregulated environment. Issuance activity is now progressively channelled through compliant struc- tures, and Spain has seen meaningful participation from blockchain projects seeking to launch within the EU regulatory perimeter. Under MiCA, the public offering or admission to trad- ing of crypto-assets requires the preparation and publication of a crypto-asset white paper contain- ing prescribed disclosures on the issuer, the project, the rights and obligations attached to the token, the underlying technology, associated risks, and the use of proceeds. The white paper must be notified to the CNMV prior to the offer, although no authorisation is required for utility tokens. Issuers of asset-referenced tokens (ARTs) and e-money tokens (EMTs) are subject to a more stringent regime, including prior authorisa- tion, ongoing prudential requirements, and reserve asset obligations.
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