ESMA_QA_2746
Status: ✅ Answer Published
Link to ESMA Q&A tool: https://www.esma.europa.eu/publications-data/questions-answers/2746
Regulatory Context
Regulation : MICA
Level 1 Regulation: MiCA
Level 2 Regulation: No information available
Level 3 Regulation: No information available
Topic: Crypto-Asset Service Provider (CASP)
Subject Matter: CASP Group Structure under MiCA
Question
Submission Date: 05 January 2026
Under the MiCA framework, can a group structure be set up whereby a non-regulated holding acts as the principal commercial counterparty towards customers (including entering into customer contracts, maintaining customer relationships, and issuing invoices), while a licensed Crypto-Asset Service Provider (CASP) within the same group (daughter company) performs and executes the regulated crypto-asset services? In such a structure, would it be permissible for the CASP to provide the regulated services without directly contracting with, or invoicing, the end customers, provided that all MiCA requirements (including governance, outsourcing, conflict of interest, and conduct of business rules) are appropriately met?
ESMA Answer
Answer Date: 12-05-2026
No. Article 3.15 of MiCA defines a ‘crypto-asset service provider’ as “a legal person or other undertaking whose occupation or business is the provision of one or more crypto-asset services to clients on a professional basis, and that is allowed to provide crypto-asset services in accordance with Article 59”. In itself, the contractual relationship for the provision of crypto-asset services would be sufficient to characterise the provision of the services. Therefore, in a set up whereby a holding acts as the principal contractual counterparty towards clients, this holding would be deemed to provide the service to clients and would need to be authorised under Article 59. Furthermore, Article 73.1 of MiCA on ‘Outsourcing’ provides that “crypto-asset service providers that outsource services or activities to third parties […] shall ensure at all times that the following conditions are met: (b) outsourcing does not alter the relationship between the crypto-asset service providers and their clients, nor the obligations of the crypto-asset service providers towards their clients […]”. CASPs cannot outsource the contractual relationship to another legal entity, including to entities within the same group, as this would substantially alter the relationship between the CASP and clients. Notably, clients benefiting from the crypto-asset services would not be clients of the CASP (the CASP’s client would be the holding company within the same group) and this would materially alter the legal recourses available to clients as well as the CASP responsibility to them. Finally, Article 59.5 of MiCA provides that “a person who is not a crypto-asset service provider shall not […] undertake any other process suggesting that it is a crypto-asset service provider or that is likely to create confusion in that respect”. Where an entity enters into a contractual relationship with clients for the provision of crypto-asset services, that contractual relationship suggests that such entity is the one providing the crypto-asset service(s) and that it is/should be a CASP. It is thus highly likely to create confusion in the minds of clients that the entity they are contracting with would be the one providing the service and this would be a breach of Article 59.5 of MiCA. As a result, a group structure in which a holding that is not authorised under MiCA acts as the customer-facing contractual counterparty while the licensed CASP executes the regulated services is not permissible under MiCA. Either the holding company must be authorised under MiCA or the clients must have the contractual relationship with the authorised CASP.
This document was automatically extracted from the ESMA EMIR Q&A database.