San Marino High Tech startup

Blockchain San Marino

DISTRIBUTED LEDGER TECHNOLOGIES REGULATIONS
The San Marino Decree No. 138 of August 29, 2024, is a comprehensive regulatory framework designed to govern the issuance, offering, trading, and provision of services related to tokens, including cryptocurrencies, within the Republic of San Marino. This decree aims to provide a clear and structured legal environment for the growing blockchain and cryptocurrency industry in San Marino.
Key Provisions:
  • Scope: The decree covers a wide range of activities, including the issuance of tokens, their trading on platforms, and the provision of various services related to tokens.
  • Regulatory Bodies: Banca Centrale:
    - Oversees activities related to cryptocurrencies and other tokens that are considered financial instruments.
    - Istituto per l'Innovazione: Regulates other types of tokens and related services.
  • Licensing and Registration:
    Operators involved in token-related activities must be licensed and registered with the appropriate authority (Banca Centrale or Istituto per l'Innovazione).
  • Whitepapers:
     Issuers of tokens must prepare and publish a whitepaper that provides detailed information about the token and the underlying project.
  • Consumer Protection:
    The decree includes provisions designed to protect consumers, such as the right to withdraw from certain transactions
  • Market Integrity:
    The decree aims to ensure the integrity of the token market by imposing various requirements on operators, including capital adequacy and risk management.
  • Supervision and Enforcement:
    Both the Banca Centrale and the Istituto per l'Innovazione have powers to supervise operators, conduct inspections, and impose sanctions for non-compliance.
Summary of the Decree:
  • Legal Certainty: Provides a clear legal framework for operating in the blockchain space.
  • Regulatory Clarity: Defines the roles and responsibilities of regulatory authorities.
  • Investor Protection: Includes provisions designed to protect investors.
  • Innovation Hub: Positions San Marino as a potential hub for blockchain and cryptocurrency businesses.
In essence, San Marino's Decree No. 138 provides a regulatory framework for the blockchain and cryptocurrency industry, aiming to balance innovation with consumer protection and market integrity. By establishing clear rules and procedures, the decree seeks to attract businesses and investors to San Marino while mitigating risks associated with these emerging technologies.
TITLE I: Purpose, Scope and Definitions
Article 1: Purpose and Scope 
  • Regulates the issuance, offering, trading, and services related to tokens in the Republic of San Marino.
  • Establishes a unified regulatory framework for authorization and supervision.
  • Excludes the Extended Public Sector and the Central Bank of San Marino.

Article 2: Definitions 
Provides key definitions, including:
  • Token Type A: Crypto-assets like financial instruments or cryptocurrencies.
  • Token Type B: Non-financial tokens (e.g., utility tokens).
  • NFT: Non-fungible tokens.
  • DLT platforms: Infrastructures implementing distributed ledger technology.
  • White Paper: Informative document on tokens and the underlying project.
TITLE II: Competent Authorities
Article 3: Competent Authorities for DLT Operators
  • The Central Bank regulates Token Type A.
  • The Institute for Innovation regulates Token Type B.
  • For mixed activities (Token Type A and B), the Central Bank is the competent authority.
  • Both institutions collaborate on managing and updating the DLT registry.
TITLE III: General Provisions for DLT Operators
Article 4: Obligations of DLT Operators
  • Obligation to register in the DLT operators registry.
  • Sammarinese operators must be incorporated as companies.
  • Operators under the supervision of the Central Bank require authorization.

Article 5: Activities of Foreign Entities
  • Foreign operators must obtain authorization from the Central Bank (for crypto-assets) or the Institute for Innovation (for Token Type B).
  • They may be required to establish a branch in San Marino.
Article 6: Segregation of Assets
  • Tokens and client funds must be segregated from the operator's assets.
  • Operators cannot use clients' assets without written consent.
Article 7: Incompatibilities
  • Issuing or offering crypto-assets may be incompatible with providing certain services. Rules are defined by the Central Bank and the Institute for Innovation.
TITLE IV: Provisions for Token Issuers
Article 8: Obligations of Issuers
  • Issuers must prepare and publish a white paper, which may be subject to additional requirements set by the Central Bank.
Article 9: Exemptions
White paper provisions do not apply to:
  • Free tokens.
  • Tokens issued as rewards for using DLT platforms.
  • Offers to fewer than 150 subjects or with a value below €1,000,000.
Exclusions do not apply to tokens admitted to trading.

Articles 10-17: Cover various aspects of white papers, public offerings, and investor protection.
TITLE V: DLT Operators Providing Services on Tokens Other than Crypto-assets
Article 18-19: Delegates regulatory powers to the Central Bank for crypto-assets and to the Institute for Innovation for other tokens.
TITLE VI: Registry of DLT Operators
Articles 20-25: Covers the establishment and management of the DLT operators registry, including registration requirements, supervision, and sanctions.
REGULATION N. 001/2024
DLT OPERATOR REGISTRY REGULATIONS
This regulation outlines the procedures and requirements for operators of Distributed Ledger Technologies (DLT), such as those involved in cryptocurrencies and blockchain, to be registered in San Marino. It is a detailed document that complements the broader regulatory framework established by Decree Law No. 138 of August 29, 2024.
Key points of the regulation:
  • Purpose: The regulation establishes and governs the public registry of DLT operators in San Marino.
  • Scope: It applies to all operators involved in issuing, offering, or providing services related to tokens, as defined in the Decree Law.
  • Registration: Operators must register with the Institute for Innovation and meet specific requirements, including obtaining necessary authorization from other authorities like the Central Bank.
  • Information in the Registry: The registry will contain detailed information about registered operators, such as their name, legal form, and the activities they are authorized to perform.
  • Supervision: The Institute for Innovation is responsible for overseeing the registry and ensuring compliance with the regulations.
  • Sanctions: The regulation outlines the consequences of non-compliance, including the possibility of having one's registration revoked.
Key provisions of the regulation
  • Types of operators: The registry is divided into sections based on the type of token (Type A: crypto-assets, Type B: other tokens).
  • Registration process: The regulation outlines the steps for applying for registration, including the required documents and information.
  • Evaluation: The Institute will evaluate applications and may request additional information.
  • Reasons for refusal: The regulation lists reasons for refusing registration, such as incomplete applications or failure to meet regulatory requirements.
  • Supervision: The Institute has the power to conduct inspections and take enforcement actions against non-compliant operators.
By establishing a robust regulatory framework and exercising effective supervision, San Marino aims to create a conducive environment for innovation in the DLT space while ensuring consumer protection and market integrity.
Details of th  Registration Process, Required Information, and Supervisory Powers
The regulation details the procedures and requirements needed for companies that want to operate in the distributed ledger technology (DLT) sector in San Marino, such as cryptocurrencies.
Registration Process:
  • Application Submission: Operators must submit an application to the Institute for Innovation. The application should include detailed information about the operator, its business plan, and the specific DLT activities it intends to undertake. Essential documents, such as a business plan, whitepaper (if applicable), and proof of authorization from the Central Bank (if necessary), must be attached.
  • Evaluation and Review: The Institute will review the application to ensure compliance with regulatory requirements. The Institute may request additional information or clarifications if needed. The Institute may consult with the Central Bank, especially for operators dealing with crypto-assets.
  • Decision and Notification: The Institute will make a decision on the application within a specified timeframe. If approved, the operator will be registered in the DLT registry.
If rejected, the Institute will provide a detailed explanation of the reasons for the rejection

Information Required in the Registry:
  • General Information:
    • Legal name and form
    • Registered address
    • Capitalization
    • Shareholders and beneficial owners
  • Business Activities:
    • Specific DLT activities to be undertaken (e.g., token issuance, trading, custody)
    • Target market and customer base
    • Risk management procedures
    • Security measures
  • Regulatory Compliance:
    • Licenses and authorizations obtained from relevant authorities
    • Compliance with AML/CFT regulations
    • Data protection policies
  • Financial Information:
    • Financial statements
    • Audit reports
    • Capital adequacy
Supervisory Powers of the Institute:
The Institute for Innovation has significant supervisory powers over DLT operators. These powers include:
  • Monitoring and Inspection: The Institute can conduct on-site inspections and off-site monitoring of operators' activities.
  • Information Requests: The Institute can request information and documents from operators to assess compliance.
  • Enforcement Actions: The Institute can take enforcement actions against non-compliant operators, including:
    • Issuing warnings and reprimands
    • Imposing fines
    • Suspending or revoking licenses
    • Public censure
Cooperation with Other Authorities: The Institute can collaborate with other domestic and international authorities to share information and coordinate regulatory efforts.
By establishing a robust regulatory framework and exercising effective supervision, San Marino aims to create a conducive environment for innovation in the DLT space while ensuring consumer protection and market integrity.