Clifford Chance

The reverse solicitation exemption under MICA – what third-country firms need to know

30 January 2025

The Markets in Crypto-Assets Regulation (MiCA) is poised to further transform the European crypto-assets landscape, following the implementation of MiCA regulatory technical standards. Third-country firms (i.e. from outside the EU) that do not obtain a Crypto Asset Service Provider (CASP) license or cannot benefit from the 18 month transitional period, are prohibited from providing crypto-asset services, except under a narrow reverse solicitation exemption. While this may appear stringent, it is not entirely without precedent – similar provisions exist, for instance, in MiFID II – although the scope of solicitation provisions in MiCA is notably broader than in other EU regimes.

The European Securities and Markets Authority (ESMA) sought feedback on its proposed guidance for the application of the reverse solicitation exemption.

The final reports following consultation were published by ESMA on 30 December 2024. In the final guidelines on reverse solicitation (the Guidelines), ESMA maintains a strict approach on the solicitation prohibition, consistent with the narrow perimeter of the reverse solicitation exemption indicated by the draft guidelines from January 2024.

In this briefing, we cover the narrow circumstances in which third-country firms that do not have a CASP licence, or cannot benefit from the transitional period, can strategically engage with the EU market in relation to crypto-assets under the reverse solicitation exemption.

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