This newest edition of MICA to RegRally highlights a continued acceleration in EU financial and digital regulation, with a strong focus on authorisation activity, governance standards, and the practical implementation of new supervisory expectations.
Across jurisdictions, regulators are moving beyond formal compliance frameworks and increasingly concentrating on substance: how firms are governed in practice, how competence is assessed and maintained, and how regulatory obligations are embedded into day-to-day operations.
In Lithuania and the wider Baltic region, MiCA implementation continues to gain momentum, with an expanding licensing pipeline and clear supervisory expectations for crypto-asset service providers. At the same time, ESMA and EBA are shaping more harmonised and intrusive approaches to governance and suitability assessments, reinforcing the principle of continuous compliance for senior management roles.
Retail investment, crowdfunding structures, and staff competence requirements are also under renewed scrutiny, reflecting a broader EU-wide effort to simplify investor experience while strengthening consumer protection and operational resilience.
Lithuania expands MiCA licensing activity
The Bank of Lithuania has granted a MiCA CASP licence to UAB Micar assets, authorising crypto-asset services including custody, exchange, and order execution for retail and professional clients.
This is the fourth MiCA licence issued in Lithuania, following Robinhood Europe, Coingate (UAB “Decentralized”), and Nuvei Liquidity UAB. One shareholder is the licensed investment firm UAB FMĮ “Myriad Capital”.
According to ESMA data, Lithuania ranks second in the Nordics and Baltics by number of MiCA CASP licences (behind Finland with five, and ahead of Latvia and Sweden).
The steady issuance of MiCA licences by the Bank of Lithuania signals an active and growing crypto-asset regulatory environment in Lithuania.
Entities providing or intending to provide crypto-asset services in the EU should ensure they have obtained the appropriate MiCA authorisation, as operating without a licence exposes them to enforcement risk.
Existing virtual asset service providers operating under transitional arrangements should closely monitor their authorisation timelines.
ESMA/EBA draft rules tighten suitability checks for senior roles
ESMA and EBA have published draft Guidelines to harmonise the way EU financial institutions assess the suitability of members of management bodies and key function holders.
The scope covers credit institutions, investment firms, and certain third-country branches, as well as their supervisors. It applies to both executive and supervisory board members, as well as to key roles such as CFOs and heads of internal control functions.
The aim is to ensure more consistent EU-wide standards for governance, competence, and integrity assessments at the senior management level.
At their core, the Guidelines reflect a continued regulatory shift towards strengthened governance expectations, building on lessons from past financial crises and more recent supervisory developments. Entities themselves bear the primary responsibility for ensuring that members of the management body and key function holders are suitable at all times, while competent authorities retain a parallel role in assessment and intervention.
The Guidelines place significant emphasis on ongoing monitoring and reassessment, rather than treating suitability as a one-off exercise at the point of appointment. Any material change in circumstances should trigger a reassessment by the entity, reinforcing the expectation of continuous compliance.
From a supervisory standpoint, the Guidelines confirm a more intrusive and structured approach by competent authorities, including the ability to prevent appointments or require the removal of individuals who do not meet suitability criteria.
ESMA Retail Investor Journey – Key Takeaways (2025)
ESMA identifies measures to improve retail investing accessibility, focusing on:
- Simplified disclosures – reducing length, complexity, and non-digital formats
• Streamlined suitability/appropriateness tests – lowering compliance burden, especially for simple and digital products
• Sustainability preferences under MiFID II – making requirements less complex and more workable
Stakeholders highlight major barriers: excessive information, burdensome assessments, and overly complex ESG preference integration, alongside non-regulatory issues (low trust, fees, financial literacy, taxation).
The findings will inform ESMA’s future technical advice on MiFID II delegated acts and updates to guidelines under the Retail Investment Strategy.
Financial market participants should closely monitor the forthcoming changes to MiFID II delegated acts and ESMA guidelines, as simplification of disclosure, suitability, and sustainability preference requirements may require updates to internal processes, client-facing documentation, and digital distribution channels. Institutions with mobile-first or digitally distributed products should pay particular attention, as ESMA’s consumer testing work is likely to produce more prescriptive guidance on digital investor journeys.
ESMA Q&A – Nominee Structures in Crowdfunding
ESMA clarified the regulatory treatment of nominee (fiduciary) structures under the European Crowdfunding Service Providers Regulation (ECSPR).
Nominee structures are permitted but only under strict conditions. They must be fully disclosed to the competent authority (in Lithuania – the Bank of Lithuania) and cannot undermine the core principle that investment decisions remain with the individual investor.
Key requirements:
- Investors must retain full discretion over investment decisions in specific projects.
- Structures cannot aggregate or intermediate investments in a way that dilutes investor choice.
- Where nominee arrangements involve custody of financial instruments, MiFID/CRD authorisation may be required due to regulated custody activities.
Enhanced disclosure obligations apply, including clear information on:
- the structure and purpose of the nominee arrangement;
- ownership and voting rights allocation;
- costs and insolvency risks;
- impact on investor rights.
These details must also be reflected in the Key Investment Information Sheet (KIIS).
Overall, ESMA confirms a substance-over-form approach: nominee structures are allowed only where they preserve direct investor decision-making and comply with transparency and, where relevant, licensing requirements.
Crowdfunding Authorisation in Latvia: FUNDAUS SIA
Latvijas Banka authorised FUNDAUS SIA to operate a crowdfunding platform under Regulation (EU) 2020/1503. The company may facilitate lending-based crowdfunding and provide ancillary services, including credit scoring and support for pricing/interest rates. The authorisation reflects the EU framework for regulated online platforms connecting investors with funding seekers.
This development should be viewed in a broader context of Latvia’s increasingly active licensing environment, with multiple electronic money and payment institutions already operating in the jurisdiction. It reflects a clear strategic direction by the Latvijas Banka to position Latvia as an attractive hub for financial services and fintech businesses within the EU.
The Latvian regulator actively promotes the use of pre-licensing consultations, which serve as an important tool for aligning expectations between applicants and the supervisor at an early stage.
Engagement at the pre-licensing phase allows firms to obtain initial feedback on their business model, governance arrangements, and compliance framework, thereby significantly increasing the likelihood of a successful application. This approach also enables Latvijas Banka to filter and shape incoming applications, resulting in higher-quality submissions and more efficient review processes.
Staff Competence Requirements under MiCA (Estonia)
The Estonian Financial Supervision Authority (Finantsinspektsioon) has endorsed ESMA Guidelines on knowledge and competence requirements under MiCA, clarifying expectations for crypto-asset service providers’ client-facing staff.
The rules apply to staff providing information or advice on crypto-assets, with a clear distinction between the two: advisory roles are subject to higher competence standards.
The Guidelines will apply from 28 July 2026. Firms should use the transition period to update internal policies, training, and documentation to ensure compliance.
From a practical perspective, firms are expected to ensure that staff possess appropriate qualifications, experience, and understanding of crypto-asset risks, tailored to their role. This includes not only initial assessment but also ongoing compliance.
The clarification signals a clear supervisory expectation that competence frameworks should be formalised and embedded into internal governance, rather than addressed on an ad hoc basis.
MiCA Transition Deadline (Estonia)
The Estonian Financial Supervision Authority (Finantsinspektsioon) has confirmed that crypto-asset service providers must obtain MiCA authorisation by 1 July 2026 or cease operations.
This marks the end of the transitional regime based on prior FIU registration. From the deadline onward, only MiCA-authorised providers (in Estonia or another EU Member State) may lawfully offer crypto-asset services in Estonia.
The regulator has sent a strong signal that late applicants face significant execution risk. It has been indicated that firms submitting licence applications close to the deadline are unlikely to receive a decision in time and may be required to include wind-down plans as part of their application. This reflects a strict supervisory approach, prioritising orderly market transition over accommodating delayed compliance efforts.
In addition, firms that choose or are required to cease operations must ensure an orderly exit, with a particular focus on client protection. This includes safeguarding client assets, ensuring secure handling or transfer to another licensed provider, and avoiding unjustified financial harm to customers.
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