SWEDEN Law and Practice Contributed by: Niclas Rockborn, Rikard Sundstedt and Robin Entenza, Gernandt & Danielsson
requirements for credit institutions and investment firms (CRR) and are EU-based rather than Sweden- specific. The prudential treatment of crypto-assets under the CRR prescribes specific risk weights for various cat- egories of crypto-asset exposures. The EBA, being mandated to develop regulatory technical standards (RTS) specifying how institutions calculate own funds requirements for crypto-asset exposures, published its final draft RTS in August 2025; once adopted, these standards will provide detailed rules on calculating exposure values and aggregating positions in crypto- assets. Under MiCA, token issuers are required to publish a white paper before making a public offering of crypto- asset tokens or seeking their admission to trading on a trading platform. The white paper must contain certain mandatory disclosures and be notified to the SFSA in advance. Exceptions apply where, for example, the offer (other than for asset-referenced tokens or e-money tokens) is directed at fewer than 150 persons per EU member state, the total consideration does not exceed EUR1 million over a 12-month period, or the offer is exclusively addressed to qualified investors who are the only permitted holders. Issuers of e-money tokens or asset-referenced tokens face significantly more extensive regulation under MiCA compared to issuers of other types of crypto- assets. Subject to some exemptions, e-money token issuers must be authorised credit institutions or elec- tronic money institutions, comply with applicable sec- toral legislation, and publish a white paper notified to the SFSA. 2.4 Token Issuance MiCA’s Issuing Regime Issuers of asset-referenced tokens need to obtain prior authorisation from a member state National Competent Authority (NCA) and publish a white paper approved by the relevant NCA. In order to obtain MiCA authorisation, asset-referenced token issuers are under an obligation to demonstrate compliance with own funds requirements, governance arrangements, disclosure requirements, conflict of interest and com- plaints handling mechanisms, reserve of assets obli-
gations, custody and investment policies for reserve assets, and orderly wind-down planning. Limited exemptions from full authorisation exist, nota- bly where the issuer’s outstanding amount of stable- coins remains below EUR5 million or where tokens can only be held by qualified investors. Even where these exemptions apply, the issuer is still required to prepare a crypto-asset white paper setting out the key characteristics and risks of the tokens and to notify the competent authority of the white paper before its publication. Financial Instruments and Prospectus Obligations If tokens are considered to be transferable securities, they may be subject to the existing Prospectus Regu- lation and Swedish law and regulations that imple- ment the European prospectus regime. If transferable securities are offered to the public or are being listed on a regulated market, a prospectus must be prepared unless an exemption is applicable. It has traditionally been customary as part of the initial coin offering (ICO) process to publish a white paper, usually describing the project and related topics in brief. Historically, the content of these white papers has not, in general, met the Swedish prospectus requirements. 2.5 Market Abuse Criminal and Civil Fraud and Enforcement Swedish criminal law takes a broad approach to offences such as fraud, embezzlement and money laundering, and applies equally regardless of whether the offence involves traditional money or virtual cur- rencies. For instance, fraud and embezzlement do not require any actual transfer of money. What matters is whether the perpetrator gained a profit or advantage at the expense of the victim – which can be the case even where the relevant property is a virtual currency. Similarly, money laundering covers any action aimed at concealing the criminal origin of money or other property, including virtual currencies. Since virtual currencies are recognised as property under Swed- ish law, the criminal provisions apply to them in the same way as to traditional forms of money. Since 31 May 2021, Sweden has had legislation in place implementing the EU Directive on combating fraud and counterfeiting of non-cash means of pay-
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