SPAIN Law and Practice Contributed by: Alfonso López-Ibor Aliño, Olivia López-Ibor Jaume and Victoria Moreno Motilva, López-Ibor Abogados
Certain exemptions may apply, including offers to few- er than 150 persons per member state, offers below EUR1 million over a twelve-month period, and certain limited cases involving non-fungible crypto-assets, subject to careful assessment of their characteristics. MiCA also imposes conduct and disclosure obliga- tions on issuers and offerors, requiring marketing communications to be fair, clear, and not misleading, and to remain consistent with the information con- tained in the white paper. The regime additionally introduces express civil liability for misleading, inac- curate, or incomplete disclosures, representing a sub- stantial increase in regulatory and litigation exposure compared to the pre-MiCA environment. In practice, the viability of launching a crypto-asset project from Spain now depends heavily on care- ful token classification, the regulatory characterisa- tion of the proposed activity, compliance with MiCA disclosure and conduct requirements, and the ability to implement adequate governance, AML/CFT, and operational controls from the outset. 2.5 Market Abuse Spain applies a dual market abuse framework to cryp- to-assets, determined by the legal classification of the asset. Where a crypto-asset qualifies as a financial instrument under MiFID II, the EU Market Abuse Regu- lation (MAR) applies in full, prohibiting insider dealing, unlawful disclosure of inside information, and market manipulation on the same basis as traditional securi- ties. For crypto-assets falling within the scope of MiCA, a dedicated market abuse regime applies. This frame- work is largely modelled on the EU Market Abuse Regulation (MAR), while being adapted to the spe- cific operational characteristics of crypto-asset mar- kets. The prohibited behaviours are broadly aligned with those prohibited under MAR and include insider dealing, unlawful disclosure of inside information, and market manipulation in relation to crypto-assets admitted to trading on a crypto-asset trading plat- form. “Inside information” is also defined in substan- tially similar terms, namely precise information of a non-public nature which, if made public, would be
likely to have a significant effect on the price of the relevant crypto-asset or related crypto-assets. Important differences arise in practice. MAR operates within a framework of established issuers, regulated venues, and formal disclosure channels, facilitating the identification of insiders and the monitoring of trading activity. By contrast, the MiCA regime applies to a more fragmented and decentralised environment, where the absence of a centralised issuer – particular- ly for protocol-based or decentralised crypto-assets – and the pseudonymous nature of blockchain trans- actions complicate the identification of insiders, attri- bution of liability, and effective enforcement. Supervisory responsibility in Spain rests with the CNMV, which is expected to play an increasingly active role in monitoring market integrity in crypto- asset markets. 2.6 Non-Compliance Enforcement in Spain against crypto-asset firms has historically been moderate, focusing primarily on reg- istration breaches, misleading advertising, and AML/ CFT failures under pre-existing frameworks. Prior to MiCA, the principal tools available to the CNMV included administrative fines, public warnings, and the inclusion of entities in supervisory warning lists – measures which, while limited in scope, have oper- ated as effective reputational deterrents in the Spanish market. The Bank of Spain has played a more lim- ited role, primarily in relation to AML registration and supervisory functions. With MiCA entering into application, the enforcement framework is becoming significantly more structured. The regulation introduces a harmonised sanctioning regime, including administrative fines, withdrawal of authorisation, temporary suspension of services, and public disclosure of infringements. Spanish compe- tent authorities are expected to make increasing use of these powers as transitional arrangements expire in July 2026 and the full population of CASPs becomes subject to authorisation requirements. Cross-border enforcement remains structurally chal- lenging. Spanish regulators have addressed breaches by non-EU entities primarily through public warnings
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