Digital asset regulation and tokenization in San Marino

A business issuing tokens or providing services in San Marino must start with the local type A or type B classification. That determines the competent authority and procedure, and does not exactly match the EU boundary between MiCA crypto-assets and financial instruments.

The framework effective since October 2024 combines Delegated Decree 138, BCSM rules and the DLT Register. A project must coordinate authorisation, registration and holder rights: forming an innovative company or registering an operator does not itself permit custody or trading of every asset.

How San Marino classifies type A and type B tokens

Delegated Decree 138/2024 regulates token issuance, offerings, admission to trading and services. It replaces the 2019 regime: the authorities' joint notice identifies 2 October 2024 as commencement of the new framework. Presenting Decrees 37 and 86 of 2019 as the current basis would confuse historical provisions with applicable law.

Type A tokens cover financial categories and cryptocurrencies; type B covers other tokens. The local definition includes tokenized financial instruments, unlike MiCA's perimeter. BCSM Regulation 2024-03, updated on 29 January 2026, preserves the substantive regime for those instruments, alongside the relevant additional requirements.

The roles of BCSM, San Marino Innovation and AIF

Article 3 of the decree assigns type A crypto-assets to BCSM and type B tokens to San Marino Innovation. BCSM is responsible where an operator combines both service categories. The Financial Intelligence Agency, AIF, has AML responsibilities, with inter-authority coordination, without replacing sectoral permissions.

The DLT Register Regulation separates issuers and service providers into four sections according to token category. Registration is coordinated with economic authorisation from the Office for Economic Activities (UAE) and confirmation of requirements by the competent authority. Innovative-company certification, incorporation and financial permission are separate steps.

Why formation, operating permission and registration differ

For crypto-asset firms, the BCSM regulation requires a company limited by shares, local establishment, resources and a business programme. Approval to incorporate is separate from approval to begin operations. Capital depends on authorised activities; applications address personnel, technology, audit and outsourcing. Filing or providing the lowest category's capital does not suffice.

The same regulation provides for foreign branches and services without establishment, subject to authorisation and supervisory cooperation. Exclusive client initiative has a limited scope and does not permit subsequent solicitation of new services. EU Decision 2026/478 sets MiCA implementation by 31 December 2026 without itself establishing an EU passport.

What issuance must explain about rights and transfer

The decree and Annex A require disclosure of rights, obligations, transfers, applicable law and risks. Utility tokens provide entitlement to goods or services and should not be described as equity unless they represent it. Valid issuance, registers and the instrument's legislation remain relevant to tokenized financial assets.

BCSM offering rules distinguish white-paper notification from approval according to category. Electronic-money tokens require specific permission for that activity, which does not follow from providing services involving other assets. Neither disclosure documents nor platform admission establish transfer of land ownership or a public guarantee.

Protecting assets and coordinating controls

Article 6 separates client property from provider property and other clients' assets, with restrictions on use. Effective protection requires identification of holders, balances and contracts and does not eliminate loss or enforcement risks. Article 35 addresses issuer and provider AML obligations and AIF responsibilities.

BCSM rules add organisation, technological continuity and service-appropriate controls. Decree 11/2026 on information exchange, ratified in April, concerns a tax obligation distinct from licensing. Technological-company rules in San Marino Innovation's catalogue likewise do not turn incentives into custody or trading approval.

Preparing to issue or operate in San Marino

Preparation should identify the token category, services and competent authority, especially when type A and B activities are combined. Distinguish company formation, permission to start operations and registration in the relevant DLT Register section.

For issuance, document rights, governing law and transfer and redemption conditions. Before marketing outside San Marino, check destination rules: the adaptation commitment with the EU does not itself establish passport access or permission for a specific offer.

To understand how this framework applies to your project, discuss your case with our team.