Security tokens versus MiCA crypto-assets, prospectus duties, Switzerland's function-based approach, money-like tokens, and why classification comes first.
Security token or crypto-asset
- In the EU, a token that qualifies as a financial instrument falls under MiFID II and the securities rules, not MiCA.
- Tokenized shares, bonds and fund units are usually financial instruments.
- MiCA covers crypto-assets that are not, such as utility tokens and stablecoins.
Prospectus and disclosure
- A public offer of securities in the EU generally needs a prospectus unless an exemption applies.
- Offers only to qualified investors, and some small offers, can be exempt. Thresholds depend on the rules and the country.
- MiCA crypto-assets use a white paper instead.
Switzerland's approach
- FINMA looks at a token's economic function: payment token, utility token or asset token, and hybrids.
- Asset tokens are generally treated as securities.
- Offers to Swiss investors can trigger prospectus duties under the Financial Services Act (FinSA).
Money-like tokens
- A token referencing one official currency can be an e-money token under MiCA.
- Tokenized bank deposits remain deposits under banking law.
- The payment leg of a tokenized trade needs its own legal analysis.
Classify first
- The classification decides the licences you need, the documents you publish and who you can sell to.
- Get a written legal opinion for each country you target.
- Reclassifying after launch is expensive.
Key takeaways
- Tokenized securities are still securities.
- Function decides the label, not the technology.
- Classify before you build.
Sources
- Directive 2014/65/EU (MiFID II), EUR-Lex
- Regulation (EU) 2017/1129 (Prospectus Regulation), EUR-Lex
- Regulation (EU) 2023/1114 (MiCA), EUR-Lex
Educational content only, not legal, tax or investment advice. Based on EU and Swiss rules as of September 2026. Check the official texts before relying on anything here.