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The Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026

Type Statutory-Instrument

Publication 2026-02-04

State In force

Department King's Printer of Acts of Parliament

Source legislation.gov.uk

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(98) (1) For the purposes of the FCA making rules in relation to the activity specified by article 9M (issuing qualifying stablecoin), section 137B of the Act (FCA general rules: clients’ money, right to rescind etc)[^f00034] applies as if references to “clients’ money” and “money” include a sum or asset received or held as a backing asset for the purposes of a qualifying stablecoin. (2) For the purposes of paragraph (1), a “sum or asset received or held as a backing asset” includes where the sum or asset received or held is categorised as, is to be treated as or should be held as a backing asset under rules made by the FCA in relation to the regulated activity specified by article 9M. (99) For the purposes of the FCA making rules in relation to an activity specified by article 9N (safeguarding of qualifying cryptoassets and relevant specified investment cryptoassets) so far as it concerns qualifying cryptoassets, section 137B of the Act (FCA general rules: clients’ money, right to rescind etc) applies as if— (a) references to “clients’ money” and “money” include a qualifying cryptoasset or any other asset; (b) references to “accounts” are read as including a reference to wallets or any other form of storing or recording a qualifying cryptoasset.

Part 4 — Amendment of the Act

Amendment of the Act

41

(1) The Act is amended as follows.

(2) In section 131AB (interpretation)[^f00035]—

(a) in subsection (1)—

(i) for the definition of “financial instrument” substitute—

“financial instrument” means any of the following— an instrument specified in Part 1 of Schedule 2 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, read with Part 2 of that Schedule; a “qualifying cryptoasset” as defined by article 88F of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; a “related instrument” as defined by regulation 17(1) of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026;

(ii) for the definition of “issuer” substitute—

“issuer” means— an issuer defined by Article 3.1(21) of the market abuse regulation[^f00036], or a “relevant person” as defined by regulation 17(4) of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026; and

(b) in subsection (2)—

(i) at the end of paragraph (a), omit “and”;

(ii) in paragraph (b), for “day.” substitute “day; and”;

(iii) after paragraph (b), insert—

(c) Chapter 2 of Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

(3) In section 176 (entry of premises under warrant)[^f00037], in subsection (11)—

(a) at the end of paragraph (aa) omit “or”;

(b) before paragraph (b) insert—

(ab) by the FCA by virtue of regulation 21 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026; or

(4) In section 285 (exemption for recognised bodies etc.), after subsection (2)[^f00038] insert—

(2A) Subsection (2) does not apply in respect of a regulated activity specified by Chapter 2B (cryptoassets) of Part 2 (specified activities) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.

(5) In section 384(7) (power of FCA or PRA to require restitution)[^f00039]—

(a) at the end of paragraph (c) omit “or”;

(b) at the end of paragraph (d), for “that Part.” substitute “that Part; or”;

(e) a requirement imposed by or under Chapter 2 of Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

(6) In section 418 (carrying on regulated activities in the United Kingdom), after subsection (6) insert—

(6B) The ninth case is where— (a) the regulated activity being carried on by the person (“A”) is that specified by article 9M of the Regulated Activities Order (issuing qualifying stablecoin), and (b) all of the activities specified in the conditions set out in paragraph (2)(a) to (c) of that article are carried on by A, or on behalf of A, in the United Kingdom. (6C) The tenth case is where— (a) the regulated activity being carried on by the person (“A”) is a regulated cryptoasset activity, (b) A is involved in the sale or subscription of a qualifying cryptoasset to, or by, a consumer (“C”), and (c) there is no person who— (i) is authorised under Part 4A of this Act to carry on a regulated cryptoasset activity of a kind referred to in subsection (6D)(a) or (b), (ii) is carrying on that activity in relation to the sale or subscription mentioned in paragraph (b), and (iii) in doing so, is acting as an intermediary between A and C. (6D) In subsection (6C), a “regulated cryptoasset activity” means a regulated activity specified by the following articles of the Regulated Activities Order— (a) article 9S (operating a qualifying cryptoasset trading platform); (b) article 9T (dealing in qualifying cryptoassets as principal); (c) article 9W (dealing in qualifying cryptoassets as agent); (d) article 9Y (arranging deals in qualifying cryptoassets). (6E) The eleventh case is where— (a) the regulated activity being carried on by the person (“A”) is specified by— (i) article 9N (safeguarding of qualifying cryptoassets and relevant specified investment cryptoassets) of the Regulated Activities Order, or (ii) article 9Z6 (qualifying cryptoasset staking) of the Regulated Activities Order, (b) A is carrying on that activity on behalf of a consumer, and (c) A is not carrying on that activity at the direction of another person who is authorised under Part 4A of this Act to carry on that regulated activity. (6F) In subsections (6B) to (6E)— (a) “consumer” means an individual in the United Kingdom who is acting for a purpose other than for any trade, business or profession carried on by that individual; (b) “Regulated Activities Order” means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; (c) where a term that is used is also used in Chapter 2B (cryptoassets) of Part 2 (specified activities) of the Regulated Activities Order, then it has the same meaning as that given in that Chapter.

(7) In Schedule 6C (listed designated activity regulations and requirements for the purposes of certain provisions)[^f00040]—

(a) in Part 1 (provisions designating relevant designated activities), at the end insert—

Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

(b) in Part 2 (relevant Part 5A requirements for the purposes of specified provisions)—

(i) in the table, in the entry relating to Part 11 of the Act, in the second column, at the end insert—

(3) Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

(ii) in the table, in the entry relating to Part 14 of the Act, in the second column, at the end insert—

(3) Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

(c) in Part 3 (relevant Part 5A directions for the purposes of Chapter 2 of Part 5A), in the table, after the final row insert a new row—

Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

Part 5 — Amendment of the Financial Promotion Order

Amendment of the Financial Promotion Order

42

(1) The Financial Promotion Order[^f00041] is amended as follows.

(2) In article 2 (interpretation: general)[^f00042], for the definition of “qualifying cryptoasset” substitute—

“qualifying cryptoasset” has the meaning given by article 88F of the Regulated Activities Order (qualifying cryptoassets), except that the condition as to the cryptoasset being transferable or conferring transferable rights is to be taken as met if a communication made in relation to the cryptoasset describes it as being transferable or conferring transferable rights;

“qualifying stablecoin” has the meaning given by article 88G of the Regulated Activities Order (qualifying stablecoin);

(3) In article 70 (promotions included in listing particulars etc.)[^f00043], after paragraph 1(d) insert—

(e) a qualifying cryptoasset disclosure document or a supplementary disclosure document as defined by regulation 6 (“qualifying cryptoasset disclosure document” and “supplementary disclosure document”) of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

(4) Omit article 73ZA (certain promotions of qualifying cryptoassets).

(5) In Schedule 1—

(a) in Part 1 (controlled activities)—

(i) in paragraph 4 (arranging deals in investments), after sub-paragraph (3) insert—

(4) This paragraph does not apply to the activity specified by paragraph 7C (qualifying cryptoasset staking)[^f00044].

(ii) in paragraph 6 (safeguarding and administering investments), after sub-paragraph (4) insert—

(5) This paragraph does not apply to an activity specified by paragraph 7A (safeguarding of qualifying cryptoassets and relevant specified investment cryptoassets).

(iii) after paragraph 7 (advising on investments) insert—

(7A) (1) The following are controlled activities— (a) the safeguarding of a qualifying cryptoasset or a relevant specified investment cryptoasset (“the cryptoasset”) on behalf of another person (“A”); (b) arranging for a person to carry on that activity. (2) For the purposes of sub-paragraph (1)(a)— (a) a person (“C”) is to be regarded as safeguarding the cryptoasset if C has control of the cryptoasset through any means that would enable C to bring about a transfer of the benefit of the cryptoasset to another person, including to C; (b) “on behalf of another” includes where that other person, A, has— (i) both legal and beneficial title to the cryptoasset; (ii) the beneficial title only to the cryptoasset; (iii) subject to sub-paragraph (c), a right against C for the return of the cryptoasset; (c) subject to paragraph (d), paragraph (b)(iii) does not apply where A’s right against C for the cryptoasset arises in the following circumstances— (i) C received the cryptoasset from A under a title transfer cryptoasset collateral arrangement, or (ii) C acquired the cryptoasset from A under an agreement pursuant to which A contracted to buy back the cryptoasset from C; (d) paragraph (c) does not apply where A is— (i) a consumer, or (ii) specified, or of a description specified, in rules made by the FCA. (3) Rules made by virtue of sub-paragraph (2)(d)(ii) may— (a) specify a particular person or class of persons; (b) be limited so as to apply only to agreements or arrangements, or classes of agreements or arrangements, specified by the rules. (4) For the purposes of sub-paragraph (2)(a), the means by which C may have control of the cryptoasset include— (a) holding or storing of the means of access, or part of the means of access, to the cryptoasset; (b) appointing a person to hold or store the means of access, or part of the means of access, to the cryptoasset under an arrangement operated by C. (5) There are excluded from sub-paragraph (1)(a) activities which a person (“P”) carries on pursuant to arrangements— (a) which are operated by an authorised cryptoasset custodian (“C”), who is connected with P, in the course of carrying on the activity in sub-paragraph (1)(a), and (b) under which C undertakes to the person on whose behalf the cryptoasset is being safeguarded a responsibility in respect of that cryptoasset which is no less onerous than C would have undertaken if C were safeguarding the cryptoasset. (6) There are excluded from sub-paragraph (1)(b) arrangements pursuant to which introductions are made by a person (“P”) to an authorised cryptoasset custodian (“C”), with a view to C providing in the United Kingdom a service comprising an activity of the kind specified by sub-paragraph (1)(a), provided that— (a) C is not connected with P, and (b) P is not remunerated by C. (7) There are excluded from sub-paragraph (1) arrangements whereby a qualifying cryptoasset or a relevant specified investment cryptoasset is held temporarily to facilitate the settlement of a transaction. (8) A person (“P”) does not carry on the activity specified by sub-paragraph (1)(a) on behalf of another person (“A”), if A appoints P as their agent for the purposes of giving instructions to a third person (“C”), where C has undertaken directly to A the responsibility to safeguard the cryptoasset. (9) A person (“P”) does not carry on the activity specified by sub-paragraph (1)(a) on behalf of another person (“A”) unless P holds itself out as engaging in the business of providing a service in relation to the cryptoasset to A, or to a person acting on behalf of A. (10) There is excluded from sub-paragraph (1) any activity where the cryptoasset is, or is to be, safeguarded by a person (“A”), or a member of the same group as A, for the purpose of enabling or facilitating transactions by A, or a member of the same group as A, that would be within article 9T (dealing in qualifying cryptoassets as principal) of the Regulated Activities Order but for the operation of article 9V(2)(c). (11) For the purposes of this paragraph— (a) “authorised cryptoasset custodian” means an authorised person who has a Part 4A permission to carry on the regulated activity specified by article 9N(1)(a) (safeguarding of qualifying cryptoassets and relevant specified investment cryptoassets); (b) “consumer” means an individual who is acting for a purpose other than for any trade, business or profession carried on by that individual; (c) “relevant specified investment cryptoasset” has the meaning given by article 9N(5)(b) of the Regulated Activities Order (safeguarding of qualifying cryptoassets and relevant specified investment cryptoassets); (d) “title transfer cryptoasset collateral arrangement” means an agreement or arrangement between C and the person who would otherwise be regarded as safeguarding the cryptoasset on behalf of another person (“A”), where— (i) the purpose of the agreement or arrangement with A is to secure or otherwise guarantee financial obligations owed by A to C, and (ii) A transfers legal and beneficial ownership of the cryptoasset to C on terms that C must transfer legal and beneficial ownership of the cryptoasset, or its equivalent, to A when the financial obligations referred to in sub-paragraph (i) are discharged; (e) references to a cryptoasset, qualifying cryptoasset or a relevant specified investment cryptoasset include the means of access to that cryptoasset; (f) references to the “means of access” to a cryptoasset include a private cryptographic key to that cryptoasset; (g) an authorised cryptoasset custodian is connected with a person if they are a member of the same group as that person. (7B) (1) The operation of a qualifying cryptoasset trading platform is a controlled activity. (2) In this paragraph, “qualifying cryptoasset trading platform” has the meaning given by article 3 (interpretation) of the Regulated Activities Order. (7C) (1) Making arrangements on behalf of another person (whether as principal or agent) for qualifying cryptoasset staking is a controlled activity. (2) There is excluded from sub-paragraph (1) the provision of services solely for the purpose of introducing a person to an authorised person with a Part 4A permission to carry on the regulated activity specified by article 9Z6. (3) A person does not carry on the activity specified by sub-paragraph (1) merely by providing means by which one party to an arrangement, or potential arrangement, is able to communicate with other such parties. (4) There is excluded from sub-paragraph (1) a technical service provided by a person (“P”) where— (a) the service allows another person to participate in qualifying cryptoasset staking, as defined by article 9Z6, including by the operation of a validator node for that staking, and (b) P does not hold itself out as offering qualifying cryptoasset staking to the public. (5) In this paragraph— - “blockchain validation” means the validation of transactions on— a blockchain, or a network that uses distributed ledger technology or other similar technology, and includes proof of stake distributed ledger technology consensus mechanisms; - “qualifying cryptoasset staking” means the use of a qualifying cryptoasset in blockchain validation.

(b) in Part 2 (controlled investments), for paragraph 26F (qualifying cryptoasset)[^f00045] substitute—

(26F) Qualifying cryptoassets.

Part 6 — Consequential amendment of other secondary legislation

Amendment of the Financial Services and Markets Act 2000 (Collective Investment Schemes) Order 2001

43

(1) The Financial Services and Markets Act 2000 (Collective Investment Schemes) Order 2001[^f00046] is amended as follows.

(2) In the Schedule (arrangements not amounting to a collective investment scheme)—

(a) after paragraph 3 (pure deposit based schemes) insert—

(3A) (1) Arrangements do not amount to a collective investment scheme where— (a) they are arrangements under which money or an asset is held for the stabilisation of a qualifying stablecoin, and (b) both the conditions in paragraph (2)(a) and (b) are met. (2) The conditions referred to in paragraph (1)(b) are— (a) that the issuer of the qualifying stablecoin does not pay, or arrange for another to pay, interest or yield arising from money or an asset held for the stabilisation of the qualifying stablecoin, or the benefits accruing from such to a holder; (b) that, under normal conditions, the qualifying stablecoin offers a holder a right to redeem the stablecoin with the issuer at the same value, in the currency the stablecoin referenced at issue (excluding any fees that may be payable on redemption). (3) For the purposes of this regulation— (a) “qualifying stablecoin” has the meaning given by article 88G of the Regulated Activities Order (qualifying stablecoin); (b) money or an asset is held for the stabilisation of a qualifying stablecoin if it is held for the purpose mentioned in article 88G(2)(b) of the Regulated Activities Order.

(b) In paragraph 22 (qualifying cryptoasset staking)[^f00047], in sub-paragraph (2), for the definition of “qualifying cryptoasset” substitute—

“qualifying cryptoasset” has the meaning given by article 88F of the Regulated Activities Order (qualifying cryptoassets);

Amendment of the Financial Services and Markets Act 2000 (Carrying on Regulated Activities by Way of Business) Order 2001

44

(1) The Financial Services and Markets Act 2000 (Carrying on Regulated Activities by Way of Business) Order 2001[^f00048] is amended as follows.

(2) In article 3 (investment business), in paragraph (2), before sub-paragraph (a) insert—

(za) article 9M (issuing qualifying stablecoin); (zb) article 9N (safeguarding of qualifying cryptoassets and relevant specified investment cryptoassets); (zc) article 9S (operating a qualifying cryptoasset trading platform); (zd) article 9T (dealing in qualifying cryptoassets as principal); (ze) article 9W (dealing in qualifying cryptoassets as agent); (zf) article 9Y (arranging deals in qualifying cryptoassets); (zg) article 9Z6 (qualifying cryptoasset staking);

Amendment of the Financial Services and Markets Act 2000 (Professions) (Non-Exempt Activities) Order 2001

45

(1) The Financial Services and Markets Act 2000 (Professions) (Non-Exempt Activities) Order 2001[^f00049] are amended as follows.

(2) In article 4 (activities to which exemption from the general prohibition does not apply)[^f00050], after paragraph (aa) insert—

(ab) article 9M (issuing qualifying stablecoin); (ac) article 9T (dealing in qualifying cryptoassets as principal); (ad) article 9Z6 (qualifying cryptoasset staking);

Amendment of the Electronic Money Regulations 2011

46

(1) The Electronic Money Regulations 2011[^f00051] are amended as follows.

(2) In regulation 2 (interpretation), in the definition of “electronic money”, at the end of paragraph (c) insert “or 3ZA”.

(3) After regulation 3 (electronic money: exclusions) insert—

(3ZA) (1) For the purposes of the definition of “electronic money” in regulation 2 (interpretation), “monetary value” does not include— (a) a stablecoin; (b) money or an asset held for the stabilisation or backing of a stablecoin. (2) Nothing in this regulation affects whether electronic money held for the stabilisation or backing of a stablecoin is considered electronic money, as defined by regulation 2 (interpretation). (3) In this regulation, “stablecoin” means a cryptoasset that— (a) meets the following two conditions— (i) it seeks or purports to maintain a stable value in relation to a particular fiat currency (“the referenced fiat currency”), and (ii) fiat currency (which may be that referenced fiat currency) or other assets are held for the purpose of maintaining its stable value in relation to the referenced fiat currency, in accordance with paragraph (i), (b) is fungible, (c) is transferable, (d) is not solely a record of value or contractual rights, including another cryptoasset, and (e) is not excluded by paragraph (6). (4) Where a cryptoasset seeks or purports to maintain a stable value in relation to an asset other than a fiat currency, the cryptoasset is not to be regarded as falling within paragraph (3)(a)(i) even if the asset is expressed in terms of a fiat currency. (5) For the purposes of paragraph (3)(a)(ii)— (a) other assets do not include the cryptoasset itself; (b) the holding of fiat currency or another asset for the purpose of maintaining a stable value does not include the holding of assets by a person carrying on the activity described in article 5 of the Regulated Activities Order (accepting deposits), whether authorised or not, for the purpose of complying with its general prudential requirements or meeting its liabilities generally. (6) The following are excluded from being a stablecoin— (a) a specified investment cryptoasset, other than one specified by the following articles of the Regulated Activities Order— (i) article 74A (electronic money)[^f00052]; (ii) article 88F (qualifying cryptoassets); (b) electronic money; (c) currency of the United Kingdom or any other country or territory, including a central bank digital currency; (d) a cryptoasset that— (i) cannot be transferred or sold in exchange for money or other cryptoassets, except by way of redemption with the issuer, and (ii) can only be used by the holder— (aa) to acquire goods or services from the issuer, or (bb) to acquire goods or services within a limited network of service providers, which have direct commercial agreements with the issuer. (7) For the purposes of paragraphs (1)(b) and (2), money or an asset is held for the stabilisation of a stablecoin if it is held for the purpose mentioned in paragraph (3)(a)(ii). (8) For the purposes of paragraph (3)(c), the circumstances in which a cryptoasset is to be treated as “transferable” include where it confers transferable rights. (9) In this regulation— - “cryptoasset” has the meaning given by section 417(1) (definitions) of the 2000 Act; - “fiat currency” means the currency of the United Kingdom or any other country or territory, unless that currency is solely a cryptoasset; - “money” includes electronic money; - “Regulated Activities Order” means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; - “specified investment cryptoasset” has the meaning given by article 3 (interpretation) of the Regulated Activities Order.

Amendment of the Alternative Investment Fund Managers Regulations 2013

47

(1) The Alternative Investment Fund Managers Regulations 2013[^f00053] are amended as follows.

(2) After regulation 3 (meaning of “AIF”) insert—

(3A) (1) Arrangements do not constitute an AIF where— (a) they are arrangements under which money or an asset is held for the stabilisation of a qualifying stablecoin, and (b) both the conditions in paragraph (2)(a) and (b) are met. (2) The conditions referred to in paragraph (1)(b) are— (a) that the issuer of the qualifying stablecoin does not pay, or arrange for another to pay, interest or yield arising from money or an asset held for the stabilisation of the qualifying stablecoin, or the benefits accruing from such to a holder; (b) that under normal conditions, the qualifying stablecoin offers a holder a right to redeem the stablecoin with the issuer at the same value, in the currency the stablecoin referenced at issue (excluding any fees that may be payable on redemption). (3) For the purposes of this regulation— (a) “qualifying stablecoin” has the meaning given by article 88G of the Regulated Activities Order (qualifying stablecoin); (b) money or an asset is held for the stabilisation of a qualifying stablecoin if it is held for the purpose mentioned in article 88G(2)(b) of the Regulated Activities Order.

Amendment of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017

48

(1) The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017[^f00054] are amended as follows.

(2) In regulation 3 (general interpretation), in paragraph (1), at the appropriate places insert—

“authorised cryptoasset firm” means an authorised person who is authorised to carry on a regulated activity specified by Chapter 2B (cryptoassets) of Part 2 (specified activities) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001;

“regulated activity” has the meaning given by section 22 of FSMA (regulated activities);

“specified investment cryptoasset” has the meaning given by article 3 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (interpretation);

“specified investment cryptoasset firm” means an authorised person who— has permission under Part 4A of FSMA to carry on a regulated activity other than one specified by Chapter 2B (cryptoassets) of Part 2 (specified activities) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, and carries on activity under that permission in relation to specified investment cryptoassets;

(3) In regulation 54 (duty to maintain registers of certain relevant persons), for paragraph (1A)[^f00055] substitute—

(1A) The FCA must maintain a register of those relevant persons who— (a) are— (i) cryptoasset exchange providers, or (ii) custodian wallet providers, but (b) are not— (i) authorised cryptoasset firms, or (ii) specified investment cryptoasset firms.

(4) After regulation 56A (transitional provision for existing cryptoasset businesses: requirement to register)[^f00056] insert—

(56B) (1) An authorised cryptoasset firm or specified investment cryptoasset firm must, before acting as a cryptoasset exchange provider or a custodian wallet provider or within 28 days of so doing, inform the FCA that it intends, or has begun, to act as such. (2) Paragraph (1) does not apply to an authorised cryptoasset firm or specified investment cryptoasset firm which— (a) immediately before the date specified by regulation 1(2) of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026 (citation, commencement and extent) (“the full commencement day”) was acting as a cryptoasset exchange provider or custodian wallet provider and continues to act as such after that date, and (b) informs the FCA that it is acting as such within 30 days beginning with the full commencement day. (3) Where an authorised cryptoasset firm or specified investment cryptoasset firm ceases to act as a cryptoasset exchange provider or a custodian wallet provider, it must inform the FCA within 28 days beginning with the day of ceasing to act as such. (4) If, at any time after an authorised cryptoasset firm or specified investment cryptoasset firm (“A”) has provided the FCA with any information under this regulation— (a) there is a material change affecting any matter contained in that information, or (b) it becomes apparent to A that the information contains an inaccuracy, then A must provide the FCA with details of the change or a correction of the inaccuracy within 30 days beginning with the date of the change or the discovery of the inaccuracy. (5) Any information provided to the FCA under this regulation must be in such form and verified in such manner as the FCA may specify. (6) Any requirement imposed by this regulation is to be treated as if it were a requirement imposed by or under FSMA.

(5) In regulation 77 (power to impose civil penalties: suspension and removal of authorisation) omit paragraph (3)(b).

(6) In Schedule 6 (meaning of “relevant requirement”), after paragraph 10(a) insert—

(aa) regulation 56B (requirement that cryptoasset firms acting as cryptoasset exchange providers or custodian wallet providers inform the FCA);

Amendment of the Payment Services Regulations 2017

49

(1) The Payment Services Regulations 2017[^f00057] are amended as follows.

(2) In Schedule 1 (payment services), in Part 2 (activities which do not constitute payment services), after paragraph 3 insert—

(4) The activity specified by article 9M of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (issuing qualifying stablecoin) does not constitute a payment service.

Amendment of the Financial Services and Markets Act 2000 (Prudential Regulation of FCA Investment Firms) (Definitions for the purposes of Part 9C) Regulations 2021

50

(1) The Financial Services and Markets Act 2000 (Prudential Regulation of FCA Investment Firms) (Definitions for the purposes of Part 9C) Regulations 2021[^f00058] are amended as follows.

(2) In regulation 2 (interpretation)—

(a) in the definition of a “IFPR financial institution”, in paragraph (a), for “activities listed in points 2 to 12, point 15 and the final paragraph of the Annex 1 activities” substitute “relevant activities”;

(b) after the definition of the “PRA Rulebook” insert—

“relevant activities” means the activities— listed in points 2 to 12, point 15 and the final paragraph of the Annex 1 activities, or specified by Chapter 2B (cryptoassets) of Part 2 (specified activities) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001;

Part 7 — Savings and transitional provision

Chapter 1 — Interpretation and relevant application period

Interpretation

51

In this Part—

“open to review” in relation to a relevant cryptoasset permission means— the application has been refused by the FCA by a decision notice given under section 55X(4) of the Act (determination of applications: warning notices and decision notices), and one of the following is the case— the period for making a reference to the Tribunal under section 55Z3 of the Act (right to refer matters to the Tribunal) is still running; the matter has been referred to the Tribunal but has not yet been dealt with; the matter has been referred to the Tribunal and dealt with but the period during which an appeal may be brought against the Tribunal's decision is still running; an appeal has been brought against the Tribunal but has not yet been determined;

“overseas person” means a person who— carries on an activity that will be a relevant cryptoasset activity on the full commencement day, and does not carry on that relevant cryptoasset activity from an establishment in the United Kingdom;

“pre-existing contract” has the meaning given by regulation 56(4) (temporary exemption relating to pre-existing contracts);

“relevant application period” means the period set by the FCA in accordance with directions given under regulation 52 (relevant application period);

“relevant cryptoasset activity” means an activity that, as a result of the amendments in regulation 40 of these Regulations (amendment of the Regulated Activities Order)— before the full commencement day, is to become a regulated activity on full commencement day, or on or after the full commencement, is a regulated activity;

“relevant cryptoasset permission” means— a Part 4A permission to carry on a relevant cryptoasset activity, or the variation of an existing Part 4A permission to include a relevant cryptoasset activity;

“the relevant day” has the meaning given by regulation 56(4) (temporary exemption relating to pre-existing contracts).

Relevant application period

52

(1) Not later than 1 year before the full commencement day, the FCA must by direction specify an application period for the purposes of this Part (“relevant application period”).

(2) A direction given under paragraph (1) must specify the first day and the last day of the relevant application period, where—

(a) the relevant application period must have a duration of at least 28 days, and

(b) the last day must be at least 28 days before the full commencement day.

(3) The power in paragraph (1) includes the power to amend or replace any direction for the purpose of extending the relevant application period.

(4) Directions given under paragraph (1) must be published in such manner as the FCA considers appropriate.

(5) A direction under paragraph (1) does not prevent applications for a relevant cryptoasset permission being made outside the relevant application period.

Chapter 2 — Cryptoasset saving provision

Saving provision for decisions not fully determined

53

(1) This regulation applies to a person (“P”) where—

(a) P applied for a relevant cryptoasset permission during the relevant application period (“the application”), and

(b) the application has either—

(i) not been determined by the FCA, or

(ii) been refused by the FCA but is open to review, and

(c) P is not subject to a direction by the FCA made under regulation 55(3) (application of the cryptoasset transitional provision) applying that regulation and Chapter 3 (cryptoasset transitional provision) of this Part to them.

(2) For the purposes of the relevant cryptoasset activity to which the application relates, P, and any overseas person in the same group as P, is to be treated as if Parts 3 to 6 of these Regulations had not come into force.

(3) This Chapter ceases to have effect at the end of the period of 2 years beginning with the full commencement day.

Notification by a person to whom regulation 53 applies

54

(1) As soon as reasonably practicable after the full commencement day, an overseas person to whom regulation 53 (saving provision for decisions not fully determined) applies (“O”) must notify the FCA that they are carrying on a relevant cryptoasset activity under that regulation.

(2) If, before regulation 53 ceases to have effect, O—

(a) ceases to carry on the relevant cryptoasset activity, and

(b) no longer intends to carry on the relevant cryptoasset activity,

O must, as soon as reasonably practicable, notify the FCA that they no longer carry on and no longer intend to carry on the relevant cryptoasset activity.

Chapter 3 — Cryptoasset transitional provision

Application of the cryptoasset transitional provision

55

(1) Regulation 56 applies to a person where the following conditions are satisfied—

(a) during the relevant application period, that person applied for a relevant cryptoasset permission, and

(b) that application—

(i) has been refused by the FCA, and is no longer open to review, or

(ii) has been withdrawn.

(2) Regulation 56 also applies to a person where the following conditions are satisfied—

(a) outside the relevant application period but before the full commencement day, that person applied for a relevant cryptoasset permission, and

(b) that application—

(i) has not been determined,

(ii) has been refused, or

(iii) has been withdrawn.

(3) The FCA may direct that regulation 56, and not regulation 53, will apply to a person, where that person has—

(a) applied for a relevant cryptoasset permission during the relevant application period, and

(b) that application has been refused by the FCA but is open to review.

(4) Regulation 56 applies to an overseas person (“O”) where—

(a) a person (“P”), established in the United Kingdom, has made an application within the scope of paragraph (1), and

(b) O is within the same group as P.

(5) The FCA may only exercise the power in paragraph (3) if it considers that the exercise of the power is necessary—

(a) for the prevention, detection, investigation, or prosecution of a criminal offence;

(b) for the protection of consumers;

(6) Where the FCA decides to exercise the power in paragraph (3), the FCA must—

(a) specify the date on which the direction is to come into effect, which may not be before the full commencement day, and

(b) give a decision notice to the person to whom the decision relates.

(7) A person to whom a direction is given under paragraph (3) relates may refer the decision to exercise the power in that paragraph to the Tribunal.

(8) Part 9 of the Act (hearings and appeals) applies to a reference to the Tribunal under paragraph (7) as it applies to a reference under that Act.

(9) This Chapter ceases to have effect at the end of the period of 2 years beginning with the full commencement day.

Temporary exemption relating to pre-existing contracts

56

(1) Subject to paragraph (2), a person to whom this regulation applies is an exempt person for the purposes of section 19(1)(b) of the Act (the general prohibition).

(2) If a person to whom this regulation applies is already an authorised person, then they are to be treated as exempt from the application of section 20 of the Act (authorised persons acting without permission).

(3) An exemption under this regulation has effect—

(a) in relation to the carrying on of a relevant cryptoasset activity for which the person does not have a Part 4A permission,

(b) solely to the extent—

(i) necessary for the performance of a pre-existing contract, including where the performance of an obligation under the contract is contingent or conditional, and

(ii) where carried on for the purposes of performing such a contract, and

(4) In this regulation—

“pre-existing contract” means a contract entered into before the relevant day;

“the relevant day” means— where this regulation applies as a result of regulation 55(1), (2) or (4), whichever is the later of— the full commencement day, or if the day on which the condition in regulation 55(1), (2) or (4) (as applicable) is met is after the full commencement day, that day, or where this regulation applies as a result of regulation 55(3), the day on which the FCA specifies that the direction given under that provision takes effect.

Notification by a person to whom regulation 56 applies

57

(1) A person to whom regulation 56 (temporary exemption relating to pre-existing contracts) applies (“A”) must, as soon as reasonably practicable after the relevant day, notify the FCA that they are carrying on a relevant cryptoasset activity to which the exemption applies under regulation 56.

(2) If, before regulation 56 ceases to have effect, A—

(a) ceases to carry on the relevant cryptoasset activity, and

(b) no longer intends to carry on the relevant cryptoasset activity,

A must, as soon as reasonably practicable, notify the FCA that they no longer carry on and no longer intend to carry on the relevant cryptoasset activity.

(3) Notifications under paragraphs (1) and (2) must be made in such manner and contain or be accompanied by such information as the FCA may require.

Information to be supplied to a party to a contract with a person to whom regulation 56 applies

58

(1) A person to whom regulation 56 (temporary exemption relating to pre-existing contracts) applies (“A”) must notify each party to a pre-existing contract with A—

(a) that A is an exempt person for the purposes of section 19(1)(b) and section 20 (as applicable) of the Act;

(b) that A is not authorised by the FCA in relation to the carrying on of that activity.

(2) Notifications under paragraph (1) must be made as soon as reasonably practicable after the relevant day.

(3) A must notify each party to a pre-existing contract with A, if there is a material change in respect of—

(a) the protection afforded to assets held by A in relation to the performance of the contract;

(b) the mechanisms for resolving disputes in connection with the contract;

of that material change.

(4) Notifications under paragraph (3) must be made as soon as reasonably practicable after the material change referred to in that paragraph came to the notice to A.

(5) Notifications under paragraphs (1) and (3) must be made in such manner and contain or be accompanied by such information as the FCA may require.

Variation and cancellation of an exemption under regulation 56

59

(1) The FCA may by notice given to a person to whom the exemption under regulation 56 (temporary exemption relating to pre-existing contracts) applies—

(a) cancel the exemption or part of the exemption;

(b) impose on that person such conditions relating to the exemption, or part of the exemption, as the FCA consider appropriate.

(2) The power to impose conditions and remove regulated activities under paragraph (1)(b) and (c) includes the power to impose a final day for the application of—

(a) the exemption under regulation 56, or part of it;

(b) any condition imposed under paragraph (1)(b).

(3) Any final day imposed under paragraph (2) must be before the end of the period specified by regulation 55(9).

(4) The FCA may only exercise the power under paragraph (1) where—

(a) it considers that the exercise of the power is necessary for the—

(i) prevention, detection, investigation, or prosecution of a criminal offence;

(ii) protection of consumers;

(iii) FCA to advance its objectives under Part 1A of the Act, or

(b) on or after the relevant day, the person to whom regulation 56 applies has ceased carrying on a regulated activity covered by the exemption.

(5) In an urgent case, where the FCA decides to exercise the power under paragraph (1), it must give a decision notice to the person to whom the decision relates.

(6) A notice under paragraph (4) must state when the decision takes effect, which may be immediately upon receipt.

(7) In any case other than an urgent case—

(a) where the FCA proposes to exercise the power under paragraph (1), it must give the person a warning notice;

(b) where the FCA decides to exercise the power under paragraph (1), it must give the person a decision notice.

(8) Part 26 of the Act (notices) applies to a notice under paragraphs (1) and (4) as it applies to a notice given under the Act.

(9) A person in respect of whom the power under paragraph (1) is exercised may refer the decision to exercise the power to the Tribunal.

(10) Part 9 of the Act (hearings and appeals) applies to a reference to the Tribunal under paragraph (9) as it applies to a reference under the Act.

Restrictions on financial promotions

60

In respect of a person to whom regulation 56 (temporary exemption relating to pre-existing contracts) applies, section 21 of the Act (restrictions on financial promotion) has effect as if for subsection (2) there were substituted—

(2) But subsection (1) does not apply if— (a) A is a person to whom regulation 56 (temporary exemption relating to pre-existing contracts) of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026 applies, and (b) the communication is necessary for the performance of a pre-existing contract (within the meaning of regulation 56 of those Regulations).

Information gathering

61

The following provisions of the Act apply to a person to whom regulation 56 (temporary exemption relating to pre-existing contracts) applies as if they were an authorised person under the Act in relation to the carrying on of that activity—

(a) section 165 (regulators’ power to require information: authorised persons etc.)[^f00060];

(b) section 166 (reports by skilled persons)[^f00061];

(d) section 177 (offences)[^f00063].

Publication of information

62

(1) The FCA may, where it considers it appropriate to do so, publish—

(a) information concerning persons to whom regulation 56 (temporary exemption relating to pre-existing contracts) applies, in relation to the application of that regulation to them;

(b) information provided under—

(i) regulation 54 (notification by a person to whom regulation 53 applies);

(ii) regulation 57 (notification by a person to whom regulations 56 applies).

(2) Publication of information under this regulation must be in such manner as the FCA considers appropriate.

Public censure

63

(1) Where the FCA consider that—

(a) a person to whom regulation 56 (temporary exemption relating to pre-existing contracts) applies has acted in a manner which the FCA considers contrary to the advancement of its objectives under Part 1A of the Act;

(b) a person has failed to comply with—

(i) regulation 54 (notification by a person to whom regulation 53 applies);

(ii) regulation 57 (notification by a person to whom regulations 56 applies),

the FCA may publish a statement to that effect.

(2) Where the FCA proposes to publish a statement under paragraph (1), it must give the person mentioned in that statement a warning notice.

(3) The warning notice given under paragraph (2) must set out the terms of the statement.

(4) Where, having considered any representation made in response to a warning notice, the FCA decides to publish a statement under paragraph (1), whether or not in the terms proposed, it must give the person a decision notice without delay.

(5) The decision notice must set out the terms of the statement.

(6) Section 393 of the Act (third party rights)[^f00064] applies in respect of the giving of notices under this regulation as it applies in respect of the giving of notices under that Act.

(7) A person in respect of whom the power under paragraph (1) is exercised may refer the decision to exercise the power to the Tribunal.

(8) Part 9 of the Act (hearings and appeals) applies to a reference to the Tribunal under paragraph (7) as it applies to a reference under the Act.

Chapter 4 — Consultation relating to rules and guidance by the FCA

Consultation relating to rules and guidance by the FCA

64

The requirements of section 138I of the Act (consultation by the FCA)[^f00065], in so far as they apply to a proposal by the FCA to make rules and guidance in relation to any provision made by these Regulations, may be satisfied by things done, wholly or in part, before the day on which these Regulations come into force for the purposes mentioned in regulation 1(3).

Part 8 — Review

Review

65

(1) The Treasury must from time to time—

(a) carry out a review of the regulatory provision contained in regulations 2 to 50 (including Schedules 1 and 2), and

(b) publish a report setting out the conclusions of the review.

(2) The first report must be published before the end of the period of 5 years beginning with the full commencement day.

(3) Subsequent reports must be published at intervals not exceeding 5 years.

(4) Each report must in particular—

(a) set out the objectives intended to be achieved by the regulatory provision referred to in paragraph (1)(a),

(b) assess the extent to which those objectives are achieved,

(d) if those objectives remain appropriate, assess the extent to which they could be achieved in another way which involves less onerous regulatory provision.

(5) In this regulation “regulatory provision” has the same meaning as in sections 28 to 32 of the Small Business, Enterprise and Employment Act 2015^f00066.

Schedule 1 — Exceptions from prohibition of offers to the public

Part 1 — Offers not contravening prohibition

General exceptions

1

An offer of a qualifying cryptoasset made to the public where the total consideration for the qualifying cryptoasset being offered in the United Kingdom cannot exceed £1,000,000, or an equivalent amount (see paragraph 11).

2

An offer of a qualifying cryptoasset made solely to qualified investors (see paragraph 9).

3

An offer of a qualifying cryptoasset made to fewer than 150 persons in the United Kingdom, other than qualified investors (see paragraph 9).

4

An offer of a qualifying cryptoasset made to a person who buys, or subscribes for, that qualifying cryptoasset for a total consideration of at least £100,000, or an equivalent amount, for each separate offer.

Qualifying stablecoin

5

An offer of a qualifying stablecoin for sale or subscription that is made by a person with a Part 4A permission to carry on the regulated activity specified by article 9M of the Regulated Activities Order (issuing qualifying stablecoin).

Offer of qualifying cryptoassets admitted to trading

6

An offer of a qualifying cryptoasset where—

(a) the offer is conditional on the admission of the qualifying cryptoasset to trading on a qualifying cryptoasset trading platform, or

(b) the qualifying cryptoasset being offered is, at the time of the offer, admitted to trading on a qualifying cryptoasset trading platform.

Offer of qualifying cryptoassets to directors or employees

7

(1) An offer or allotment of a qualifying cryptoasset that—

(a) is made to existing or former directors or employees—

(i) by their employer,

(ii) by an undertaking that is part of the same group as their employer, or

(iii) by a person who, under an employee reward arrangement or proposed employee reward arrangement, holds or will hold the qualifying cryptoasset as trustee,

(b) is issued by or on behalf of that employer, undertaking or person, and

(i) the number and nature of the qualifying cryptoassets, and

(ii) the reason for, and details of, the offer or allotment.

(2) In this paragraph, an “employee reward arrangement” means activity that is not within article 9T of the Regulated Activities Order (dealing in qualifying cryptoassets as principal) by virtue of the exclusion in article 9V(1)(e) of that Order (article 9T: other exclusions)[^f00067].

Part 2 — Supplementary provisions relating to Part 1

8

(1) In determining whether paragraph 1 is satisfied in relation to an offer (“offer A”), offer A is to be taken together with any connected offer of a qualifying cryptoasset of the same kind as that to which offer A relates which was open at any time within the period of 12 months ending with the day on which offer A is first made, if or to the extent that the earlier offer was exempt from the prohibition in regulation 10(1) (prohibition of public offers of qualifying cryptoassets) by reason only of paragraph 1.

(2) In paragraph (1), offer A is connected to another offer (the “connected offer”) if a person responsible for offer A is also responsible for the other offer.

9

(1) In paragraphs 2 and 3, “qualified investor”, in relation to an offer of a qualifying cryptoasset, means—

(a) a person described in paragraph 3 of Schedule 1 to the markets in financial instruments regulation[^f00068], other than a person who, before the making of the offer, has agreed in writing with the relevant firm, or each of the relevant firms, to be treated as a non-professional client in accordance with paragraph 4 of that Schedule;

(b) a person who has made a request a relevant firm to be treated as a professional client in accordance with paragraphs 5 and 6 of that Schedule and has not subsequently, but before the making of the offer, agreed in writing with that relevant firm (or each of those relevant firms) to be treated as a non-professional client in accordance with paragraph 4 of that Schedule;

(i) is an eligible counterparty for the purposes of Section 6 of Chapter 3 of the Conduct of Business sourcebook[^f00069], and

(ii) has not, before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with paragraph 4 of Schedule 1 to the markets in financial instruments regulation.

(2) In sub-paragraph (1)—

(a) “relevant firm” means an investment firm or qualifying credit institution acting in connection with the offer;

(b) the reference to the Conduct of Business sourcebook is a reference to that sourcebook in the Handbook of Rules and Guidance published by the FCA under the Act, as it has effect from time to time.

10

For the purposes of paragraph 3, the making of an offer of a qualifying cryptoasset to—

(a) trustees of a trust,

(b) members of a partnership in their capacity as such, or

is to be treated as the making of an offer to a single person.

11

(1) For the purposes of Part 1 of this Schedule, an amount is an “equivalent amount”, in relation to an amount denominated in sterling, if it is an amount of equal value denominated wholly or partly in another currency or unit of account.

(2) The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made.

(3) In this paragraph, “working day” means a day other than—

(a) Saturday or Sunday;

(b) Christmas Day or Good Friday;

(c) any other day which is a bank holiday in England and Wales under the Banking and Financial Dealings Act 1971[^f00070].

Schedule 2 — Compensation: exemptions

Part 1 — General exemptions

Statements believed to be true

1

(1) In this paragraph “statement” means—

(a) an untrue or misleading statement in a qualifying cryptoasset disclosure document or supplementary disclosure document, or

(b) the omission from a qualifying cryptoasset disclosure document or supplementary disclosure document of a matter required to be included by regulation 13 (general requirements to be met by a qualifying cryptoasset disclosure document or supplementary disclosure document).

(2) A person (“D”) does not incur a liability under regulation 14 (compensation for statements in a qualifying cryptoasset disclosure document or supplementary disclosure document) for loss caused by a statement if D satisfies the court—

(a) that, at the time when the qualifying cryptoasset disclosure document or supplementary disclosure document was published, D reasonably believed, having made such enquiries as were reasonable, that—

(i) the statement was true and not misleading, or

(ii) the matter whose omission caused the loss was properly omitted, and

(b) that one or more of the conditions set out in sub-paragraph (3) are satisfied.

(3) The conditions are—

(a) that D continued in D’s belief until the time when the qualifying cryptoasset in question was bought or subscribed for;

(b) that the qualifying cryptoasset in question was bought or subscribed for before it was reasonably practicable to bring a correction to the attention of a person likely to buy or subscribe for it;

(c) that, before the qualifying cryptoasset in question was bought or subscribed for, D had taken all such steps as it was reasonable for D to have taken to secure that a correction was brought to the attention of a person likely to buy or subscribe for it;

(d) that D continued in D’s belief until after the commencement of dealings in the qualifying cryptoasset in question following its admission to trading and it was bought or subscribed for after such a lapse of time that D ought in the circumstances to be reasonably excused.

Correction of statements

2

(1) In this paragraph “statement” has the same meaning as in paragraph 1.

(2) A person (“D”) does not incur a liability under regulation 14 (compensation for statements in a qualifying cryptoasset disclosure document or supplementary disclosure document) for loss caused by a statement if D satisfies the court—

(a) that before the qualifying cryptoasset in question was bought or subscribed for, a correction had been published in a manner calculated to bring it to the attention of a person likely to buy or subscribe for it, or

(b) that D took all such steps as it was reasonable for D to take to secure such publication and reasonably believed that it had taken place before the qualifying cryptoasset in question was bought or subscribed for.

(3) Nothing in this paragraph is to be taken as affecting paragraph 1.

Statements by experts

3

(1) In this paragraph “statement” means a statement included in a qualifying cryptoasset disclosure document or supplementary disclosure document which—

(a) purports to be made by, or on the authority of, another person as an expert, and

(b) is stated to be included in the qualifying cryptoasset disclosure document or supplementary disclosure document with that person’s consent.

(2) A person (“D”) does not incur a liability under regulation 14 (compensation for statements in a qualifying cryptoasset disclosure document or supplementary disclosure document) for loss caused by a statement if D satisfies the court that, at the time when the qualifying cryptoasset disclosure document or supplementary disclosure document was published, D reasonably believed—

(a) that the other person—

(i) was competent to make or authorise the statement, and

(ii) had consented to its inclusion in the form and context in which it was included, and

(b) that one or more of the conditions set out in sub-paragraph (3) are satisfied.

(3) The conditions are—

(a) that D continued in D’s belief until the time when the qualifying cryptoasset in question was bought or subscribed for;

(b) that the qualifying cryptoasset in question was bought or subscribed for before it was reasonably practicable to bring the fact that the expert was not competent, or had not consented, to the attention of a person likely to buy or subscribe for it;

(c) that, before the qualifying cryptoasset in question was bought or subscribed for, D had taken all such steps as it was reasonable for D to have taken to secure that a correction was brought to the attention of a person likely to buy or subscribe for it;

(d) that D continued in D’s belief until after the commencement of dealings in the qualifying cryptoasset in question following its admission to trading and it was bought or subscribed for after such a lapse of time that D ought in the circumstances to be reasonably excused.

Correction of statements by experts

4

(1) In this paragraph “statement” has the same meaning as in paragraph 3.

(2) A person (“D”) does not incur a liability under regulation 14 (compensation for statements in qualifying cryptoasset disclosure document or supplementary disclosure document) for loss caused by a statement if D satisfies the court—

(a) that before the qualifying cryptoasset in question was bought or subscribed for, the fact that the expert was not competent, or had not consented, had been published in a manner calculated to bring it to the attention of a person likely to buy or subscribe for it, or

(b) D took all such steps as it was reasonable for D to take to secure such publication and reasonably believed that it had taken place before the qualifying cryptoasset in question was bought or subscribed for.

(3) Nothing in this paragraph is to be taken as affecting paragraph 3.

Official statements

5

A person (“D”) does not incur a liability under regulation 14 (compensation for statements in qualifying cryptoasset disclosure document or supplementary disclosure statement) for loss caused by—

(a) a statement made by an official person referred to or included in the qualifying cryptoasset disclosure document or supplementary disclosure document, or

(b) a statement contained in a public official document referred to or included in the qualifying cryptoasset disclosure document or supplementary disclosure document,

if D satisfies the court that the statement is accurately and fairly reproduced or referred to.

Belief that supplementary disclosure document not called for

6

(1) A person (“D”) does not incur a liability under regulation 14(5) if D satisfies the court that D reasonably believed that the circumstances were not such as to give rise under the relevant rules (as defined by regulation 14(8)) to the obligation to publish a supplementary disclosure document.

(2) In sub-paragraph (1), the reference to a supplementary disclosure document includes a reference to a document falling within regulation 14(6).

Meaning of “expert”

7

In this Part, “expert” includes an engineer, valuer, accountant or other person whose profession, qualifications or experience give authority to a statement made by the person.

Part 2 — Further exemption relating to forward-looking statement

“Protected forward-looking statement”

8

(1) For the purposes of this Part of this Schedule, a forward-looking statement in a qualifying cryptoasset disclosure document or supplementary disclosure document is a “protected forward-looking statement” if—

(a) it is of a kind specified by the FCA for the purposes of this paragraph in the designated activity rules made by virtue of regulation 9, and

(b) it is accompanied by a statement, in such form as may be required by those designated activity rules, which identifies the statement as a protected forward-looking statement for the purposes of this Part of this Schedule.

(2) In sub-paragraph (1), “forward-looking statement” includes—

(a) a statement containing a projection, estimate, forecast or target;

(b) a statement giving guidance;

(d) a statement of intention.

Exemption from liability

9

(1) Unless the condition in sub-paragraph (2) is met, a person responsible for a qualifying cryptoasset disclosure document or supplementary disclosure document (“R”)—

(a) does not incur a liability under regulation 14 (compensation for statements in qualifying cryptoasset disclosure document or supplementary disclosure document) in respect of any loss caused by a protected forward-looking statement, and

(b) is not subject to any other liability in respect of any loss caused by such a statement.

(2) The condition is that, at any time in the relevant period, R—

(a) knew the protected forward-looking statement to be untrue or misleading or was reckless as to whether it was untrue or misleading, or

(b) knew the omission from the protected forward-looking statement to be a dishonest concealment of a material fact.

(3) A person (“P”) who is not among those responsible for a qualifying cryptoasset disclosure document or supplementary disclosure document but would, apart from this sub-paragraph, have any liability to a person other than the person responsible for the offer in respect of loss caused by a protected forward-looking statement in the qualifying cryptoasset disclosure document or supplementary disclosure document has no such liability unless at any time in the relevant period, P—

(a) knew the protected forward-looking statement to be untrue or misleading or was reckless as to whether it was untrue or misleading, or

(b) knew the omission from the protected forward-looking statement to be a dishonest concealment of a material fact.

(4) In this paragraph, “the relevant period” is the period beginning with the time when the qualifying cryptoasset disclosure document or supplementary disclosure document (“the relevant document”) is published and ending with the later of—

(a) the closure of the offer to which the relevant document relates, and

(b) the commencement of dealings in a qualifying cryptoasset following their admission to trading on the qualifying cryptoasset trading platform.

(5) This paragraph does not limit the application of Part 1 of this Schedule in relation to loss caused by a protected forward-looking statement.

Signed

Stephen Morgan — Christian Wakeford — Two of the Lords Commissioners of His Majesty's Treasury — 4th February 2026

Explanatory note

(This note is not part of these Regulations)

Explanatory Note

These Regulations establish a regulatory regime for certain cryptoasset activities pursuant to powers conferred by the Financial Services and Markets Act 2000 (c. 8)(“the Act”).

Part 1 of the Regulations sets out general provisions, including citation, commencement, extent, and defines certain terms used in the Regulations. Regulation 1 provides that some provisions commence early to enable the Financial Conduct Authority (“FCA”) to give directions or guidance, make rules and to carry out any other preparatory steps in relation to the exercise of their functions in relation to these Regulations before most, if not all, of the remaining provisions come into force on 25 October 2027.

Part 2 of the Regulations introduces two designated activity regimes under Part 5A of the Act: the first (Chapter 1) for public offers of qualifying cryptoassets and admissions to trading on qualifying cryptoasset trading platforms; the second (Chapter 2) covering market abuse (including insider dealing, the disclosure of inside information and market manipulation). It also sets out the powers of the FCA in relation to those activities. In relation to the first, it also sets out requirements for disclosure documents, the liability for untrue or misleading statements, and withdrawal rights for qualifying cryptoasset purchasers. In relation to the second, it includes requirements for market abuse-related systems and controls.

Part 3 of the Regulations amends the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544) so as to specify certain activities relating to cryptoassets as regulated activities for the purposes of the Act. The new regulated activities include the issuing of qualifying stablecoin, the safeguarding of certain cryptoassets, operating cryptoasset trading platforms, dealing in cryptoassets as principal or agent, arranging deals in cryptoassets, and cryptoasset staking. These activities are subject to detailed exclusions. Carrying on these activities will require authorisation under Part 4A of the Act.

Part 4 of the Regulations makes amendments to the Act in connection with the provisions of Parts 2 and 3 of the Regulations.

Part 5 of the Regulations makes amendments to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (S.I. 2005/1529) to specify certain activities relating to cryptoassets as controlled activities and updates the controlled investment of “qualifying cryptoassets” for the purposes of section 21 of the Act. An invitation or inducement, made in the course of business, constitutes a controlled activity or to exercise rights conferred by a controlled investment is prohibited from communicating such an invitation or inducement unless they are an authorised person within the meaning of the Act or the content of the communication is approved by an authorised person..

Part 6 of the Regulations makes related amendments to secondary legislation. The legislation being amended includes the Electronic Money Regulations 2011, the Alternative Investment Fund Managers Regulations 2013, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and the Payment Services Regulations 2017.

Part 7 of the Regulations provides a structured pathway for transitioning into the new regulatory regime for existing businesses.

Part 8 of the Regulations requires the Treasury to review the regulatory provisions and publish a report setting out the conclusions of the review at intervals not exceeding five years beginning with the full commencement day.

Schedule 1 sets out the exceptions to the general prohibition on public offers of qualifying cryptoassets under regulation 10.

Schedule 2 sets out exemptions from liability to pay compensation provided for in regulation 14.

An impact assessment of the effect of these Regulations on the costs of business, the voluntary sector and the public sector is available from HM Treasury, 1 Horse Guards Road, London, SW1A 2HQ and is published alongside these Regulations at www.legislation.gov.uk.

Footnotes

[^f00001]: 2000 c. 8. Sections 71K to 71S were inserted by section 8(2) of the Financial Services and Markets Act 2023 (c. 29). Section 428(3) was amended by section 66(3) of that Act. Paragraph 25 of Schedule 2 was amended by section 8 of the Financial Services Act 2012 (c. 21) and section 27 of the Financial Guidance and Claims Act 2018 (c. 10).

[^f00002]: Subsections (2A) and (2B) of section 429 were inserted by section 136 of the Financial Services (Banking Reform) Act 2013 (c. 33). Subsections (2B)(aa) and (ab) were inserted by section 8(8)(a) of the Financial Services and Markets Act 2023. Subsection (4)(e) was amended by section 27 of the Financial Guidance and Claims Act 2018. There are other amendments that are not relevant to this instrument.

[^f00003]: Section 55A was inserted by section 11 of the Financial Services Act 2012 and amended by S.I. 2018/135 and 1149, and Schedule 5 to the Financial Services and Markets Act 2023.

[^f00004]: Section 55H was inserted by section 11 of the Financial Services Act 2012 and amended by Schedule 8 to the Financial Services and Markets Act 2023 and S.I. 2013/1773 and 2018/135.

[^f00005]: Section 55NA was inserted by section 20 of the Financial Services and Markets Act 2023.

[^f00006]: Section 59 was amended by section 14 of, and Schedule 5 to, the Financial Services Act 2012, section 18 of, and Schedule 3 to, the Financial Services (Banking Reform) Act 2013, Schedule 4 to the Bank of England and Financial Services Act 2016 (c. 14) and S.I. 2013/1773 and 2019/632.

[^f00007]: Article 88F is inserted by regulation 40(11) of this instrument.

[^f00008]: The definition of “qualifying cryptoasset trading platform” is inserted into article 3 by regulation 40(2) of this instrument.

[^f00009]: Article 88G is inserted by regulation 40(11) of this instrument.

[^f00010]: S.I. 2001/544.

[^f00011]: Article 9S is inserted by regulation 40(5) of this instrument.

[^f00012]: Article 9M is inserted by regulation 40(5) of this instrument.

[^f00013]: Article 9Z6 is inserted by regulation 40(5) of this instrument.

[^f00014]: Section 85 to be amended by S.I. 2024/105 (19 January 2026).

[^f00015]: Chapter 2B is inserted by regulation 40(5) of this instrument.

[^f00016]: The definition of “financial instrument” was inserted by S.I. 2006/3384 and amended by S.I. 2017/488, 2019/632 and 2025/1020.

[^f00017]: EUR 2014/596; “market abuse regulation” is defined by section 417(1) of the Financial Services and Markets Act 2000. Article 2 was amended by S.I. 2019/310 and 2021/494.

[^f00018]: Article 9T is inserted by regulation 40(5) of this instrument.

[^f00019]: Section 131AC was inserted by regulation 9(15) of S.I. 2016/680.

[^f00020]: Article 9W is inserted by regulation 40(5) of this instrument.

[^f00021]: Article 9Y is inserted by regulation 40(5) of this instrument.

[^f00022]: 1996 c. 18. There are amendments that are not relevant to these definitions.

[^f00023]: Article 9N is inserted by regulation 40(5) of this instrument.

[^f00024]: Article 9AZA is inserted by regulation 40(4) of this instrument.

[^f00025]: Article 9A was inserted by S.I. 2002/682.

[^f00026]: Article 5 was amended by S.I. 2002/682.

[^f00027]: S.I. 2001/1226, amended by S.I. 2004/3352 and 2006/58.

[^f00028]: Article 42A was inserted by S.I. 2013/1773 and amended by S.I. 2019/632.

[^f00029]: Article 64 was amended by S.I. 2013/1881, 2018/135 and 2018/1253.

[^f00030]: Article 72H was inserted by S.I. 2014/366 and amended by S.I. 2017/488, 2019/632 and 2022/466.

[^f00031]: Article 88E was inserted by S.I. 2013/1881.

[^f00032]: Article 74A was inserted by S.I. 2002/682.

[^f00033]: Article 97 was inserted by S.I. 2004/1610 and amended by S.I. 2013/472.

[^f00034]: Section 137B of the Act was inserted by s.24(1) of the Financial Services Act 2012.

[^f00035]: Section 131AB was inserted by S.I. 2016/680 and amended by S.I. 2019/310, 2021/494 and 2023/1424.

[^f00036]: EUR 2014/596, to which there are amendments not relevant to this instrument.

[^f00037]: Subsection (11) was amended by Schedule 2 to the Financial Services Act 2010 (c. 28) and Schedule 12 to the Financial Services Act 2012. Paragraph (aa) to be amended by paragraph 16 of Schedule 3 to S.I. 2024/105 (19 January 2026).

[^f00038]: Subsection (2) was amended by section 28(2) of the Financial Services Act 2012.

[^f00039]: Paragraph (c) was inserted by S.I. 2013/1773 and paragraph (d) was inserted by Schedule 10 to the Financial Services (Banking Reform) Act 2013 (c. 33).

[^f00040]: Schedule 6C was inserted by S.I. 2025/22.

[^f00041]: S.I. 2005/1529.

[^f00042]: The definition of “qualifying cryptoasset” was inserted by S.I. 2023/612.

[^f00043]: Article 70 to be amended by S.I. 2024/105 (19 January 2026).

[^f00044]: Paragraph 7C is inserted by regulation 42(5)(a)(iii) of this instrument.

[^f00045]: Paragraph 26F was inserted by S.I. 2023/612.

[^f00046]: S.I. 2001/1062, to which there are amendments not relevant to this instrument.

[^f00047]: Paragraph 22 was inserted by S.I. 2025/17.

[^f00048]: S.I. 2001/1177, to which there are amendments not relevant to this instrument.

[^f00049]: S.I. 2001/1227.

[^f00050]: Paragraph (aa) was inserted by S.I. 2002/682; there are other amendments not relevant to this instrument.

[^f00051]: S.I. 2011/99, to which there are amendments not relevant to this instrument.

[^f00052]: Article 74A was inserted by S.I. 2002/682.

[^f00053]: S.I. 2013/1773, to which there are amendments not relevant to this instrument.

[^f00054]: S.I. 2017/692.

[^f00055]: Paragraph (1A) was inserted by S.I. 2019/1511.

[^f00056]: Regulation 56A was inserted by S.I. 2019/1511.

[^f00057]: S.I. 2017/752.

[^f00058]: S.I. 2021/1046.

[^f00059]: Part 1A was inserted by section 6 of the Financial Services Act 2012.

[^f00060]: Section 165 was amended by Schedule 2 to the Financial Services Act 2010, Schedule 12 to the Financial Services Act 2012, Schedule 2 to the Bank of England and Financial Services Act 2016, section 9(3) of the Financial Services and Markets Act 2023, S.I. 2015/575, 2022/466, 2024/1083, and 2025/22.

[^f00061]: Section 166 was substituted by Schedule 12 to the Financial Services Act 2012 and amended by Schedule 2 to the Financial Services Act 2021 (c. 22) and S.I. 2022/466 and 2025/22.

[^f00062]: Section 175 was amended by Schedule 12 to the Financial Services Act 2012 and Schedule 1 to the Investigatory Powers (Amendment) Act 2024 (c. 9).

[^f00063]: Section 177 was amended by Schedule 18 to the Financial Services Act 2012 and S.I. 2001/1090, 2007/126, 2011/1043 and 2016/680.

[^f00064]: Section 393 was amended by Schedule 9 to the Financial Services Act 2012.

[^f00065]: Section 138I was inserted by section 24 of the Financial Services Act 2012 and amended by Schedule 9 to the Financial Services Act 2021 and sections 28(7), 31(3)(a) and (b) and 53(1) of the Financial Services and Markets Act 2023; there are other amendments that are not relevant to this instrument.

[^f00066]: 2015 c. 26.

[^f00067]: Article 9V is inserted by regulation 40(5) of this instrument.

[^f00068]: EUR 2014/600, as amended by Schedule 10 to the Financial Services and Markets Act 2021, Schedule 2 to the Financial Services and Markets Act 2023 and S.I. 2018/1403.

[^f00069]: The Conduct of Business sourcebook is part of the FCA Handbook which is made by the FCA under the Act. It can be found online at https://www.handbook.fca.org.uk/handbook and a hard copy is available for inspection at FCA, 12 Endeavour Square, London, E20 1JN.

[^f00070]: 1971 c. 80.

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