Executive Summary
- The company's proprietary order-book activity can proceed without its own MiCA cryptoasset service provider authorisation where it provides no regulated service to clients. The Commission expressly distinguishes this activity from dealing with clients using proprietary capital. The venue's authorisation does not extend to additional services performed by the trader. (Regulation (EU) 2023/1114 (MiCA), arts 3(1)(15)–(21), 59; ESMA Q&A 2293, Commission answer, 6 June 2025.)
- Türkiye has a separate exclusion for a narrowly defined liquidity business. Its principal activity must consist solely of quoting prices to platforms for liquidity and trading at those prices, without external investor services within the statutory platform definition. Self-initiated access to a foreign provider has separate conditions. (SPK Communiqué III-35/B.2, arts 9, 10(7), 11(1).)
- A token's legal rights determine the applicable permission analysis. Securities and derivatives cannot inherit a MiCA own-account answer; stablecoin quote legs require their own classification and admission checks. The recommended first phase uses identified, unleveraged spot pairs within MiCA. (MiCA, arts 2(4)(a), 16, 48; Directive 2014/65/EU, art 2(1)(d).)
- Institutional RFQ clients can change the result. A firm price against the company's inventory can constitute an exchange service; a mandate to obtain an execution outcome can require execution permission. Professional-client status supplies no general MiCA exemption. (MiCA, arts 3(1)(19)–(21), 59, 77–78; ESMA Q&A 2653, 14 October 2025.)
- A platform operator cannot trade proprietary inventory on its own platform. A separate group company requires an assessment of who owns the inventory, controls execution and bears the risk, together with the operator's conflict controls. (MiCA, arts 72, 76(5)–(6).)
- Market-abuse prohibitions apply to relevant orders and conduct even when the trader requires no CASP licence and acts from Türkiye. Rebates cannot justify false volume, artificial prices or misuse of inside information. (MiCA, arts 76(13), 86–91.)
- Launch should follow documented decisions on the liquidity agreement, Turkish perimeter, funding route, custody and surveillance. Client access, new instruments and venue affiliation should remain blocked until the company completes the corresponding permissions review. (MiCA, arts 59, 70, 75, 92; Capital Markets Law No 6362, art 35/B; Communiqué III-35/B.2, arts 6, 9–10.)
The trader supplies quotes while the venue operates the market
The initial arrangement should leave the Istanbul company responsible for its own inventory and trading decisions. Its application programming interface (API) sends buy and sell orders to the venue's order book. The operator admits participants, applies the matching rules and sets and implements the venue's settlement arrangements. A liquidity agreement can specify quoting hours, spreads, order size and rebates while preserving that division of functions. MiCA separately defines operation of a trading platform and exchange or execution services. (MiCA, arts 3(1)(18)–(21), 76(1)(h), (12).)
The company initially has no retail customers, client assets or authority to execute client orders. Those facts help, but the agreement must also exclude a regulated service relationship with institutional customers or the venue. A commercial commitment to supply two-sided quotes does not automatically become one of MiCA's listed services. The Commission's express treatment of platform market making supports that distinction. A mandate to fulfil the venue's customer orders would require a different assessment. (MiCA, art 3(1)(15)–(16); ESMA Q&A 2293, answer, final paragraph.)
The company can itself be the venue's trading or custody client without becoming a provider to other clients. Its own assets may sit with an authorised custodian. Other participants who trade against its displayed orders are counterparties; that fact alone does not establish that the company provides them an exchange or execution service. The decisive question concerns the service the company undertakes to provide. (MiCA, arts 3(1)(15), (19)–(21), 75; ESMA Q&A 2293.)
The MiCA perimeter depends on services to clients
Independent crypto market making on this order book can fall outside CASP authorisation. Article 3(1)(15) concerns the professional provision of cryptoasset services to clients. Articles 3(1)(19) and (20) expressly cover purchase or sale contracts with clients using proprietary capital. Own funding therefore cannot establish the result by itself. (MiCA, arts 3(1)(15), (19)–(20), 59(1).)
The Commission answered this distinction directly on 6 June 2025. ESMA Q&A 2293 states that proprietary platform trading without a client relationship does not require a CASP licence. Its final paragraph applies that reasoning to market making on a trading platform. The answer is persuasive official interpretation because it addresses the precise activity and statutory definitions. Its disclaimer reserves authoritative interpretation to the Court of Justice; it creates no legislative exemption or individual approval. (ESMA Q&A 2293, answer and disclaimer.)
The strongest objection is that the liquidity agreement describes more than independent quoting. The company might undertake to accept customer instructions, source assets for a particular customer, guarantee execution against customer demand or act as the venue's broker. Those functions can establish a client service despite proprietary inventory and a market-maker label. The operating design should give the company control over its prices and inventory risk, without customer order-handling powers. Contract wording must match the actual order flow. (MiCA, art 3(1)(19)–(21), (23); ESMA Q&A 2653.)
Fee rebates do not decide the classification. Their calculation and commercial purpose should support genuine liquidity, while the company's revenue and losses remain attributable to its own positions. A rebate tied to an execution mandate requires the mandate to be classified separately. MiCA market maker authorisation therefore depends on the functions performed, rather than the title used in the agreement. (ESMA Q&As 2293 and 2653; MiCA, art 76(13).)
Instrument classification precedes the permission decision
The initial token list should contain only instruments whose rights and settlement terms support the proposed spot business. MiCA excludes cryptoassets that qualify as financial instruments. A token representing a share or debt claim, and a derivative referencing a cryptoasset, require the financial-instrument analysis even when traded through similar technology. A venue listing does not determine the legal classification. (MiCA, art 2(4)(a); Directive 2014/65/EU, art 4(1)(15) and Annex I, Section C; ESMA Guidelines on the conditions and criteria for the qualification of crypto-assets as financial instruments, 19 March 2025.)
The MiFID II own-account exclusion has exceptions for market makers, certain market participants, high-frequency algorithmic traders and persons dealing on own account when executing client orders. Its current wording must be applied with the relevant national implementation and third-country access rules. An API connection alone does not resolve those tests. The company should keep securities, perpetual contracts and other derivatives outside its initial mandate. (Directive 2014/65/EU, art 2(1)(d), as amended by Directive (EU) 2024/790, art 1(2).)
Stablecoins also require a separate decision. An asset-referenced token and an e-money token have different issuer and admission requirements under MiCA. A fiat reference does not make every token interchangeable with a bank balance. The first phase should use fiat funding; any stablecoin trading or quote leg should be added only after its category, issuer status and lawful venue availability have been established. Own-account trading does not itself authorise the company to act as issuer or provide payment or transfer services to customers. (MiCA, arts 3(1)(6)–(7), 16, 48, 59, 70(4).)
Türkiye must classify the same instruments under its own legislation. Article 35/B(6) preserves the SPK's powers over cryptoassets conferring rights specific to capital-market instruments. The liquidity exclusion cannot be extended to a securities or derivatives business merely because the instrument uses a distributed ledger. Each proposed instrument therefore needs a Turkish classification alongside the EU assessment. (Capital Markets Law No 6362, arts 35/B(6), 37, 39; Communiqué III-35/B.2, art 10(7).)
Turkish law recognises a limited platform liquidity business
The Turkish company can structure its initial activity within a specific domestic exclusion. Law No 6362 requires permission from the Capital Markets Board of Türkiye (SPK) to establish and operate a cryptoasset service provider. Communiqué III-35/B.2 then excludes certain liquidity businesses from platform activity. Article 10(7) requires their principal activity to consist solely of quoting prices to platforms for liquidity and transacting at those prices. They must provide no external service to investors falling within the statutory platform definition. (Capital Markets Law No 6362, arts 3(1)(cc), (dd), 35/B(1); Communiqué III-35/B.2, arts 6, 10(7).)
This is stronger support than a general assertion that proprietary trading is unregulated. Article 11(1) expressly permits a platform customer order to match against a domestic or foreign organisation supplying both buying and selling prices. That provision supports an order-book arrangement even where another participant becomes the trade counterparty. The statutory boundary concerns external investor services, rather than the mere existence of someone on the other side of a trade. (Communiqué III-35/B.2, arts 10(7), 11(1).)
The recommended design should make platform liquidity the company's sole principal activity and exclude a separate investor-facing service. The supplied facts establish own-capital trading; they do not themselves establish every condition of Article 10(7). A contract appointing the company to receive or execute investor instructions as a service provider, a direct dealing desk for investors or another principal business would undermine reliance on that narrow provision. The firm's constitutional documents, contracts and actual conduct should support the same defined role. (Communiqué III-35/B.2, arts 5–6, 10(1), (7).)
Article 6(3) should not be presented as a universal proprietary-trader exemption. Its wording concerns cryptoasset service providers trading or transferring for their own wallets with non-customers, without a service purpose. Article 10(7) is the provision directed at the independent liquidity organisation considered here. A move into regulated services brings the establishment and operating requirements in Communiqué III-35/B.1 into consideration. (Communiqué III-35/B.2, arts 6(3), 10(7); Communiqué III-35/B.1, arts 5–9, 17.)
Foreign venue access requires genuine own initiative
The company should select and approach the foreign venue independently. Article 9(1) excludes residents' wholly self-initiated services, foreign-provider accounts, transfers and transactions from Communiqué III-35/B.2, provided there is no Türkiye-directed promotion, advertising or marketing. This provision concerns foreign access; Article 10(7) concerns the company's own activity. The two conditions need separate evidence. (Communiqué III-35/B.2, arts 9(1), 10(7).)
A foreign venue is deemed to target Turkish residents if it opens Turkish premises, creates a Turkish-language website or markets the relevant services directly or through Turkish residents. An initial enquiry from the company does not cure Türkiye-directed marketing by the venue. Using the Istanbul company to recruit Turkish customers would change this assessment. An EU authorisation does not displace Turkish requirements for a venue that targets Türkiye. The company should retain the approach history and exclude referrals, local customer acquisition and customer onboarding from its liquidity mandate. (Capital Markets Law No 6362, art 99/A(1); Communiqué III-35/B.2, art 9(2).)
The exclusion's wording does not establish that every foreign account or transfer is lawful under every Turkish rule. Law No 6362 expressly preserves foreign-exchange legislation for cryptoasset transactions. The company's bank and transfer documentation must therefore support the actual payment purpose and account chain. (Capital Markets Law No 6362, art 35/B(9).)
Institutional RFQs can create exchange or execution services
The later RFQ proposal changes the analysis when institutions become the company's clients. A request for quote invites the company to offer a bilateral price. If it then contracts with a client as principal using its own inventory, the activity can fall within exchange of cryptoassets for funds or other cryptoassets. The absence of retail customers or client custody does not remove those definitions. (MiCA, art 3(1)(19)–(20); ESMA Q&A 2293.)
ESMA Q&A 2653 requires attention to actual order fulfilment and the client's reasonable expectations. A firm quoting its own final price leaves the client to decide whether better terms are available elsewhere. A firm undertaking to obtain an execution outcome acts in a different capacity. It can provide execution services even where it also becomes the counterparty. Merely sending a client's order to another executor can constitute reception and transmission. (MiCA, art 3(1)(21), (23); ESMA Q&A 2653, answer of 14 October 2025.)
The operating terms must identify which service the institution receives. Exchange providers face Article 77's commercial-policy, pricing and final-order requirements. Execution providers face Article 78's duties, including best execution. ESMA's answer also explains why a counterparty role cannot establish that only exchange permission is needed. The legal assessment should cover any combination of functions before the first client order. (MiCA, arts 77–78; ESMA Q&A 2653.)
An institutional counterparty is not automatically a service client in every bilateral trade. A genuine inventory transaction between trading principals requires examination of its commercial relationship and execution arrangements. Conversely, standard client terms, repeat quote access and an undertaking to fulfil orders can establish a service business. The company should assess each proposed RFQ channel, rather than applying the order-book answer to every off-book transaction. (MiCA, art 3(1)(15), (19)–(21); ESMA Q&As 2293 and 2653.)
The Turkish exclusion has its own boundary. An RFQ from an institution acting as a platform can remain within the exclusion where it concerns platform liquidity and all Article 10(7) conditions are satisfied. Direct RFQ services to institutional investors can take the company outside that provision and into regulated platform activity. The distinction between a platform and an investor must remain visible in the contracts and customer records. EU and Turkish classifications need not produce identical results for the same commercial label. (Communiqué III-35/B.2, arts 6, 10(1), (7), 12.)
EU client business requires a separate authorised operating design
If the company intends to provide MiCA services in the Union, it should plan an authorised EU service business before launching that channel. Article 59 permits authorised CASPs and specified financial institutions acting through Article 60. An ordinary Turkish trading company cannot use the venue's authorisation as its own. A CASP applicant needs a registered office in a Member State where it carries out at least part of its services. It also needs effective management in the Union and at least one EU-resident director. (MiCA, arts 59(1)–(2), 60.)
A group could establish an EU entity for the client service while retaining the Turkish company as an independent inventory trader. The EU entity would need the permissions matching its actual exchange, execution, custody or order-transmission functions. Personnel, client contracts and trading powers must follow that allocation. EU incorporation alone cannot resolve a customer business actually carried on from Türkiye. (MiCA, arts 59, 62; Capital Markets Law No 6362, art 35/B(1); Communiqué III-35/B.2, art 6.)
The EU entity must have a substantive role. ESMA's broker-model Opinion permits non-EU liquidity and hedging arrangements while calling for scrutiny of automatic group flows and riskless back-to-back transactions. An EU exchange business should retain discretion over liquidity sourcing and risk management. Its authorisation cannot simply cover an Istanbul business that continues to supply services to EU clients. (ESMA, Opinion to support the convergent application of MiCA, 31 July 2024, paras 19–28.)
Licentium's digital asset licensing service describes support with token classification, service mapping and CASP applications. Those tasks become relevant when the proposed client channel requires a different authorised operating model.
Article 61 provides a narrow exception where an EU client acts on its own exclusive initiative. It does not support a planned EU marketing or client-acquisition programme. Disclaimers cannot convert solicitation into exclusive client initiative, and the exception cannot support marketing new types of services or cryptoassets to that client. The company should avoid making reverse solicitation the commercial foundation for repeat institutional RFQ growth. (MiCA, art 61; ESMA Guidelines on reverse solicitation under MiCA.)
The outer MiCA transitional period ended on 1 July 2026. It cannot support a new unlicensed client-service launch. The practical alternatives are to retain the restricted proprietary role or complete the required service authorisation and Turkish operating analysis before expanding. (MiCA, art 143(3); ESMA Statement on the End of Transitional Periods under MiCA, 17 April 2026.)
If the firm launches that client channel without the required permission, keeping the market-maker label will not preserve the initial result. MiCA provides for immediate cessation of suspected unauthorised services. Turkish unauthorised provision can engage SPK measures and criminal liability for the responsible natural persons. The company should stop new service intake, preserve its records and establish a lawful plan for existing obligations. (MiCA, arts 59, 94(1)(h); Capital Markets Law No 6362, arts 99/A, 109/A.)
Venue affiliation requires a new operator and conflict assessment
A platform operator cannot use its own inventory to trade on the platform it operates. Article 76(5) applies even where that operator also provides exchange services. The independent Istanbul participant is outside that actor-specific prohibition because it does not operate the venue. If the group relationship changes, the analysis must identify the actual operator and the person for whose account the trades occur. (MiCA, art 76(5); ESMA Q&A 2293.)
A separately incorporated affiliate is not automatically prohibited merely because it shares ownership. Neither does incorporation alone establish independent trading. Shared inventory, operator-controlled orders, guarantees that transfer the trading risk back to the operator or nominee arrangements can undermine the claimed division. The group should document ownership, decision rights, funding and risk allocation before any affiliate begins quoting. (MiCA, arts 72(1), 76(5).)
The operator must identify, prevent, manage and disclose the relevant conflicts, including group interests. Preferential access to confidential customer orders, opaque rebates or control over matching can prejudice its clients. Public disclosure cannot substitute for preventing or managing the conflict. These duties require operational controls over information, access and incentives. (MiCA, art 72; Commission Delegated Regulation (EU) 2025/1142.)
Article 76(6) permits matched principal trading only within its defined conditions, including client consent and competent-authority information. The definition requires simultaneous matching without market risk throughout execution and remuneration limited to a previously disclosed fee or commission. It does not accommodate an inventory strategy that bears price risk. The proposed two-sided proprietary business should not be recast as matched principal trading. (MiCA, arts 3(1)(40), 76(6); Directive 2014/65/EU, art 4(1)(38).)
MiCA's intragroup exclusion concerns services supplied exclusively to the specified parent or subsidiary entities. An outside order-book counterparty is not automatically a service client. Actual services supplied to outside clients would defeat the exclusivity condition. The initial independent proprietary role does not depend on this exclusion, which cannot remove the separate public-facing operator's own-account prohibition. (MiCA, arts 2(2)(a), 76(5).)
Market conduct remains regulated without a CASP licence
The company remains subject to MiCA's market-abuse prohibitions for cryptoassets admitted to trading, or for which admission has been requested. Article 86 extends those rules to relevant orders, transactions and conduct beyond the trading platform, including conduct in third countries. Operating the algorithm from Istanbul therefore does not remove the EU market-conduct question. (MiCA, art 86.)
Two-sided quoting can supply executable liquidity. Orders designed to create misleading demand, repeated self-trades that manufacture volume, or arrangements that maintain artificial prices require a different analysis. Article 91 prohibits manipulation and attempts; its tests include false or misleading signals, artificial pricing and deceptive conduct. The legitimate-reasons qualification belongs to Article 91(2)(a), rather than every form of manipulation. A quoting obligation or rebate does not establish that defence. (MiCA, art 91(1)–(3).)
An accidental self-match should trigger investigation against those statutory tests. The company's controls should prevent matches between its own accounts and detect coordinated patterns across related accounts. Commercial targets should measure executable spread, depth and availability without rewarding manufactured turnover. The venue must also avoid fee structures that incentivise disorderly trading or market abuse. (MiCA, arts 76(13), 91.)
The liquidity relationship must not provide a route to misuse inside information. Non-public listing decisions or pending customer orders can require assessment under Article 87's precision and price-sensitivity tests. Employees and systems need controls over access, trading and disclosure; the company should not trade on privileged information merely because it received it through a venue contract. Cancelling or amending an order using inside information can also fall within the prohibition. (MiCA, arts 87, 89–90.)
Manufactured volume creates enforcement exposure independently of the permission question. Article 111 provides for national sanctions for market-abuse infringements, including cessation orders, disgorgement and fines, subject to its criminal-law option. If surveillance identifies a suspect pattern, the company should preserve the evidence, prevent further abusive activity and assess reporting through its established escalation process. The applicable national enforcement route must be identified for the venue and conduct concerned. (MiCA, arts 91–92, 111(1), (5).)
Professional execution requires its own surveillance assessment
The company should prepare for Article 92's prevention and detection duties as a professional executor. That provision addresses any person professionally arranging or executing transactions, independently of the CASP definition. Commission Delegated Regulation 2025/885 specifies the corresponding arrangements and suspicious-transaction reporting process. Venue monitoring should complement the company's controls over its own strategy and accounts. (MiCA, art 92; Commission Delegated Regulation (EU) 2025/885, arts 2–7.)
The precise personal scope remains a live interpretive issue. ESMA Q&A 2769 asks which entities fall within Article 92 and has no published substantive answer. The company should adopt the professional-executor reading for launch controls, with proportionate alerts, human review, incident records and reporting readiness. This is a precautionary operating recommendation grounded in Article 92's wording, rather than a claim that ESMA has conclusively classified every proprietary trader. (MiCA, art 92(1); ESMA Q&A 2769, submitted 12 February 2026.)
The notification route also needs express treatment. Article 92 identifies the authority of the Member State of registration, head office or branch. It does not expressly name an authority for a wholly Turkish firm with no such EU establishment. Before trading, the firm should document its reporting position with counsel and arrange an escalation channel with the venue and its competent authority. The operator's separate Article 76(8) reporting duty continues. (MiCA, arts 76(8), 92(1).)
Funding and remuneration must follow the actual Turkish rules
The initial funding design should use the company's own corporate bank account and a documented recipient account for its EU trading activity. Decree No 32 permits residents to hold foreign currency and provides for foreign-currency transfers through banks, subject to the applicable legislation. That does not compel a bank to accept a particular venue or payment purpose. The company should give the bank its ownership records, capital evidence, liquidity agreement and proposed account chain before committing to quoting obligations. (Decree No 32 on the Protection of the Value of Turkish Currency, art 4(b), (e); Capital Markets Law No 6362, art 35/B(9).)
Trading cryptoassets and paying for services with cryptoassets raise separate questions. The Central Bank of the Republic of Türkiye's regulation prohibits direct or indirect use of cryptoassets in payments. Its specific ban on intermediating transfers to and from crypto platforms applies to payment and electronic-money institutions; the regulation also restricts crypto-based payment-service business models. The company's first design should therefore use a bank remittance and fiat-settled remuneration. Any fee discount must be accurately documented, without assuming that a token-paid liquidity fee escapes the payment prohibition. (Regulation on the Disuse of Crypto Assets in Payments, arts 3–4.)
Becoming a Turkish regulated provider can change the funding answer. Communiqué III-35/B.1 prohibits providers from commercial foreign-exchange activity and outbound foreign-currency transfers, with an exception for banks authorised to provide cryptoasset custody. That actor-specific restriction should not be applied automatically to a liquidity organisation outside the provider perimeter. It must be reconsidered if the company adds services requiring SPK authorisation. (Communiqué III-35/B.1, art 49(1)(j), (2); Communiqué III-35/B.2, art 10(7).)
If funding instead includes a crypto transfer through a Turkish platform, the platform's anti-money-laundering requirements affect timing and available amounts. General Communiqué No 29 of the Financial Crimes Investigation Board (MASAK) imposes transfer controls and permits conditional relief for genuine liquidity, market making and arbitrage. The platform must approve relief separately for each customer through its board, obtain the required evidence and continue monitoring. The relief concerns specified waiting periods and limits; it does not remove identification, monitoring or licensing requirements. Inventory planning should not assume that this relief has been granted. (MASAK General Communiqué No 29, art 4(3)–(7).)
The EU recipient also needs the required transfer information. Regulation 2023/1113 imposes checks on transfers involving an EU CASP, including transfers from self-hosted addresses. Missing originator or beneficiary information can lead to rejection, return or a request for further information before assets become available. The company should agree the information exchange and wallet evidence before relying on rapid replenishment. (Regulation (EU) 2023/1113, arts 2(1), 14, 16–17.)
A foreign trading account does not remove Turkish corporate taxation. A capital company with its legal or business centre in Türkiye is subject to corporate tax on domestic and foreign income. Finance staff should record trading results and rebates with supporting bank and wallet reconciliations, and establish the treatment of the particular remuneration arrangement. No tax-free offshore return should be assumed in the quoting economics. (Corporate Tax Law No 5520, arts 1, 3(1), 6.)
The venue agreement must preserve asset and operational controls
The company should contract with the exact authorised legal entity, with permission covering operation of the trading platform. Custody may involve that entity or another provider and requires its own permission check. Group branding or an exchange website cannot establish the scope of authorisation. The agreement should identify the operator, custodian, applicable rules and each account used for the company's assets. (MiCA, arts 59(6), 75(1), 109.)
MiCA requires safeguards for client assets and operational and legal segregation of cryptoassets held in custody. It also requires procedures for their return. Custodian liability for attributable asset loss is capped by Article 75(8) at the asset's market value when lost. The company should separately negotiate responsibility for API failures, stale data and trading interruptions, rather than treating custody liability as compensation for every trading loss. (MiCA, arts 70(1)–(3), 75(6)–(9).)
The liquidity agreement should specify quote obligations, permitted assets, inventory limits and the rebate calculation. It should permit cancellation or suspension when prices are stale, the venue fails or an agreed risk limit is reached. API permissions, withdrawal controls, emergency contacts and a tested kill switch should support those terms. The operator's duties concerning resilience, erroneous orders and orderly trading provide the statutory basis for agreeing compatible controls. (MiCA, art 76(1), (7), (13).)
Market-data rights should cover the feeds actually used, internal retention and any intended redistribution. The venue's transparency duties do not settle every contractual right in a proprietary feed. Order and decision logs should permit reconstruction of quotes, cancellations, matches and rebates. The operator must retain relevant order data for at least five years; the company should agree compatible access and evidence preservation. (MiCA, art 76(9)–(11), (15).)
Prefunded spot trading avoids making the initial plan depend on a new credit or collateral structure. If the venue later demands a pledge, title transfer or close-out arrangement, the company needs an enforceability assessment under the relevant contract and insolvency laws. Turkish Law No 6362 expressly excludes cryptoasset pledge agreements from Law No 6750's commercial movable-pledge regime. A standard collateral form cannot establish that the intended security is effective. (Capital Markets Law No 6362, art 35/B(10); MiCA, art 75(7).)
The contracts should choose governing law and a dispute forum, and address suspension, termination, asset return and default valuation. Where Rome I applies, party choice remains subject to the applicable overriding mandatory rules. Choosing foreign contract law therefore cannot dispense with the permission analysis for the activities actually performed. (Regulation (EC) No 593/2008, arts 3, 9.)
Launch controls must follow the restricted business mandate
The recommended first phase is independent, own-funded spot liquidity on a separate EU-authorised venue. The company should adopt a board mandate confined to the Article 10(7) liquidity business and the no-client-service MiCA analysis. Its contracts and systems should exclude retail or institutional customer onboarding, client order execution, third-party custody and Turkish customer referrals. (MiCA, arts 3(1)(15)–(23), 59; Communiqué III-35/B.2, arts 9–10.)
Before live quoting, the company should complete the following conditions:
- Approve the exact token and pair list under EU and Turkish classifications, with no automatic addition of derivatives or stablecoin services. Record the venue's legal entity, relevant permissions and the custody chain. (MiCA, arts 2, 59, 75; Capital Markets Law No 6362, art 35/B(6).)
- Adopt a liquidity agreement that preserves independent pricing and inventory risk, excludes client order-handling authority and rewards genuine executable liquidity. Confirm the Turkish exclusion against the company's whole business. (ESMA Q&As 2293 and 2653; Communiqué III-35/B.2, art 10(7).)
- Evidence company ownership of funds and inventory, agree the bank and transfer route, and reconcile accounts and wallets. Resolve any applicable platform transfer limits before fixing replenishment obligations. (Decree No 32, art 4; MASAK General Communiqué No 29, art 4.)
- Test self-trade prevention, order limits, information controls, incident escalation and emergency withdrawal from quoting. Document the Article 92 position and reporting arrangements. (MiCA, arts 86–92; Commission Delegated Regulation (EU) 2025/885.)
- Require a fresh legal decision before adding RFQ clients, execution discretion, new instrument categories, borrowed inventory or venue affiliation. If a new function constitutes a regulated service, keep it disabled until the required permissions and operating arrangements are in place. (MiCA, arts 59, 72, 76–78; Capital Markets Law No 6362, art 35/B(1); Communiqué III-35/B.2, art 6.)