SWEDEN Law and Practice Contributed by: Niclas Rockborn, Rikard Sundstedt and Robin Entenza, Gernandt & Danielsson
be used by firms partnering to provide crypto-asset services, but unlike certain other financial regulatory frameworks like MiFID II and PSD2, MiCA does not provide a regulatory framework for formal agency rela- tionships. Unlike investment firms and payment insti- tutions (for example), a MiCA-authorised crypto-asset service provider cannot formally appoint a third-party agent to provide services on its behalf. If a third party is effectively providing crypto-asset services (includ- ing cases involving a partnership with an authorised crypto-asset service provider) this will trigger MiCA authorisation requirements. Therefore, white-label solutions in the field of crypto- asset services need to be arranged in such a manner that any and all licensable processes and functions are performed by the appropriately authorised entity, while a third party may only have a more limited role and may not itself provide regulated services to cus- tomers. On the token issuing side, MiCA permits third-party distribution of asset-referenced tokens provided the issuer gives written approval and the distributor com- plies with obligations under MiCA regarding market communications, fair and professional conduct, clear communication, equal treatment of token-holders, and the prohibition on interest-bearing tokens. While MiCA’s application extends to services and activities performed in a partially decentralised man- ner, cases where crypto-asset services are provided in a fully decentralised manner, without any intermediary, should not fall within the scope of regulation. 5.2 DeFi Structures There is very limited activity with respect to decen- tralised autonomous organisations in Sweden. There are no specific regulations in relation to decentral- ised autonomous organisations but Swedish general company law may be applicable, either by choice or because the underlying circumstances deem the decentralised autonomous organisations to constitute an unregistered partnership ( enkelt bolag ), for exam- 5. Decentralised Finance 5.1 Ability to Use DeFi
ple; an unregistered partnership exists where two or more parties have agreed to operate a business together. 5.3 Liability Due to the limited extent of decentralised finance activities falling outside the scope of MiCA, there is limited guidance from case-law and regulators on the concepts of accountability and liability in this specific context. Sweden has not introduced specific legisla- tion governing these aspects for DeFi structures, and therefore generally applicable liability and tort princi- ples apply. Swedish law does not prohibit the use of crypto- assets as a means of payment, but does not recog- nise them as legal tender. Only banknotes and coins are recognised as legal tender, which households and companies must be able to use for payments. MiCA classifies e-money tokens as electronic money, bringing them within the definition of “funds” under PSD2 and the Swedish Payment Services Act. This means that payment transactions using e-money tokens become subject to dual sets of regulatory frameworks, which is contrary to the EU legislator’s intention. In response, the EBA issued a no-action let- ter in June 2025 advising supervisory authorities not to enforce dual authorisation for all types of e-money token transactions, for a limited time period, in the interest of business continuity pending resolution through the forthcoming PSD3 framework. Payment in Kind Using Bitcoin In a judicial decision from November 2022, the Dis- trict Administrative Court in Härnösand considered whether a Swedish limited liability company could be incorporated by payment for company shares in kind using Bitcoin. The Court found that payment in kind using Bitcoin could be considered to satisfy the requirements under Swedish law. However, the decision was appealed, and in December 2023 the Administrative Court of Appeal in Sundsvall repealed 6. Payments and Stablecoins 6.1 Payments Use of Digital Assets in Payments
623 CHAMBERS.COM
Powered by FlippingBook