CASP: how to obtain a MiFID license?

Keywords. CASP, MiFID II, investment services provider, tokenized financial instruments.

Regulation (EU) 2023/1114 on markets in crypto-assets (MiCA) established a harmonized European framework applicable to crypto-asset service providers (CASPs). That framework does not, however, cover all crypto-assets: where a crypto-asset qualifies as a financial instrument, it is excluded from MiCA’s scope and falls in particular under Directive 2014/65/EU (MiFID II) (MiCA, art. 2(4)(a)).

For a CASP, this boundary may be strategic. Obtaining a MiFID authorization may make it possible to broaden its offering to activities that go beyond MiCA’s scope alone.

It should be emphasized, however, that while MiCA provides certain already authorized financial entities with a notification procedure allowing them to provide certain crypto-asset services (MiCA, art. 60), no equivalent mechanism is provided for a CASP wishing to obtain a MiFID II authorization. It must follow the ordinary authorization procedure applicable in France.

Why might a CASP have an interest in obtaining a MiFID license?

The use of blockchain technology does not, in itself, determine the regulatory regime applicable to an asset. In its guidelines of March 19, 2025 on the qualification of crypto-assets as financial instruments, ESMA recalls the principle of technological neutrality: the tokenization of a financial instrument does not affect its legal qualification.

A share, a bond or a unit in a collective investment undertaking (CIU) therefore does not cease to be a financial instrument because it is issued or represented in the form of a token. A CASP wishing to offer its clients tokenized shares or bonds must therefore determine whether the envisaged services fall under MiFID II.

The same reasoning applies to derivatives. The qualification of the derivative is distinct from that of its underlying: a crypto-asset falling under MiCA may thus serve as the underlying of a derivative instrument falling under MiFID II. Certain futures, options, swaps or perpetual contracts on crypto-assets may thus require a MiFID authorization, irrespective of the regime applicable to the underlying crypto-asset.

For a CASP, the interest is therefore very concrete: offering tokenized shares or bonds, or certain derivatives on crypto-assets, may bring all or part of the activity within the scope of MiFID II. Depending on the services actually provided, the player will then have to hold the corresponding authorizations.

What does a MiFID authorization application contain?

In France, the MiFID II license corresponds, for the players concerned, to the authorization as an investment firm, which confers the status of investment services provider (PSI) for the authorized services.

This authorization is granted by the Autorité de contrôle prudentiel et de résolution (ACPR), after approval of the programme of operations by the Autorité des marchés financiers (AMF) (CMF, art. L. 532-1 and L. 532-4).

The authorization application must in particular set out the shareholding structure, the governance, the senior managers and key function holders, the resources devoted to the project and the organization planned for carrying out the investment services applied for (CMF, art. L. 532-2).

Particular attention must be paid to the programme of operations, which must cover each of the investment services for which authorization is sought. It describes the activities envisaged, their organization and the manner in which they will be provided. Its content and the arrangements for its review by the AMF are set out in AMF instruction DOC-2014-01.

In practice, the application must therefore consistently reflect the product offered, the clients targeted, the services applied for and the organization put in place to provide them.

How does the MiFID authorization procedure work?

Once the file has been assembled, the authorization procedure can be summarized in several steps.

• Filing of the application – Completeness check.

The authorization application is submitted to the ACPR (CMF, art. R. 532-1). The ACPR verifies that the file contains the required information and requests any missing items where applicable.

• Complete file – Review of the programme of operations by the AMF.

Where the file is complete, the ACPR forwards it to the AMF within five business days. The AMF then has three months to decide on the approval of the programme of operations (CMF, art. R. 532-3; AMF instruction DOC-2014-01).

• Review – Exchanges with the authorities.

The review is not limited to the examination of the documents initially filed. The ACPR, on its own initiative or at the AMF’s request, may seek the additional information necessary to analyze the file (CMF, art. R. 532-3). These exchanges may relate in particular to the business model, the organization or the arrangements presented.

• Decision on the authorization.

The ACPR decides on the application within a maximum period of six months from receipt of a complete file (CMF, art. R. 532-3).

That period does not, however, correspond to the total duration of an authorization project. The preparation of the file, which may itself take several months, as well as the exchanges needed to reach completeness must also be anticipated.

In practice, an overall timeline of around nine to twelve months can reasonably be envisaged to obtain a MiFID II authorization, depending in particular on the maturity of the project, the quality of the initial file and the exchanges with the authorities in the course of its review.

Thus, for certain crypto players, this second regulatory building block may nevertheless open up very concrete prospects: offering tokenized financial instruments, developing derivatives on crypto-assets or, more broadly, building an offering at the boundary between traditional finance and crypto. The interaction between MiCA and MiFID II may therefore be worth anticipating as early as the structuring of the project.

The information contained in this article is provided for general information purposes only and does not constitute legal advice. It does not purport to be exhaustive and must be assessed in the light of the circumstances specific to each situation, in particular the business model, the services envisaged and the applicable regulatory framework. It is recommended to seek appropriate legal advice before taking any decision based on the elements presented in this article.