Key takeaways from FCA Consultation Paper 25/41 – Admissions & disclosures and market abuse regime for cryptoassets

The Consultation Paper sets out the FCA’s proposed rules and guidance for admissions and disclosures (A&D) and the market abuse regime for cryptoassets (MARC). This is part of a wider consultation on the new UK regime for cryptoassets, including the new Cryptoasset Regulation that is being introduced by the UK government and was published in draft on 15 December 2025 (see here for further information on the statutory instrument that has been laid before Parliament).

The main areas covered in the FCA Consultation Paper are summarised below. If you have any specific questions or concerns in relation to this Consultation Paper or any other aspect of the UK's cryptoasset regulatory regime, please reach out to the Hogan Lovells team.

Admissions & disclosures (A&D)

The FCA’s aim for the A&D proposals is to strengthen consumer protections through better quality disclosures. It is hoped that this will reduce the number of scams in the cryptoasset sector as well as remove/ reduce low quality tokens.

The FCA’s proposals should be seen against the backdrop of the draft Cryptoasset Regulation, which will ban public offers of qualifying cryptoassets in the UK other than the kinds specified in the Cryptoasset Regulation (which will include offers that are conditional on admission to trading, offers of qualifying cryptoassets that have been admitted to trading and offers of qualifying stablecoins issued in the UK). The Regulation also creates a ‘material information’ requirement for Qualifying Cryptoasset Disclosure Documents (QCDDs), which defines a baseline disclosure standard and establishes a statutory compensation regime for untrue or misleading statements and omissions in QCDDs. UK-issued stablecoins, however, can be offered directly to the public without an authorised CATP admitting them to trading.

The A&D regime will apply to the admission to trading of qualifying cryptoassets on cryptoasset trading platforms (CATPs) that allow retail participation, and to public offers to retail investors that are permitted under the Cryptoasset Regulations. The majority of the A&D rules will apply directly to the operators of CATPs.

The Consultation Paper sets out a number of provisions in relation to A&D:

• Assessing eligibility for admission: CATPs will be required to establish risk-based and objective admission criteria for assessing whether a proposed admission to trading for qualifying cryptoassets (other than UK-issued qualifying stablecoins) is likely to be detrimental to the interests of retail investors. If the qualifying cryptoasset is likely to be detrimental to retail investors, the CATP should reject the application.
• Due diligence: CATPs will be required to conduct due diligence before admitting a qualifying cryptoasset to trading. The Consultation Paper contains non-exhaustive examples of checks that the FCA will expect CATPs to perform. Where CATPs cannot fully verify information during the due diligence process, they will have to prepare a report of any information they were unable to verify.
• QCDDs: The FCA is proposing that CATPs may only admit a qualifying cryptoasset to trading where a QCDD has been prepared and published in accordance with the FCA’s A&D rules. The draft FCA rules specify who is required to produce and publish QCDDs and who is responsible for the QCDD under the statutory liability regime in the Cryptoasset Regulation. The FCA rules will also contain the detailed content requirements for a QCDD, and the Consultation Paper sets out a non-exhaustive list of content headings and guidance on what the QCDD should contain. This will include a short summary of key information. In the consultation, the FCA is seeking views on whether the industry could help with the development of templates.
• Supplementary Disclosure Document (“SDD”): To ensure that market participants have all available up-to-date material information, the FCA proposes that CATPs must require the publication of an SDD if there is a significant new factor, material mistake or material inaccuracy relating to the information included in a QCDD which may be material to a person considering buying or subscribing for the qualifying cryptoasset.
• Protected forward-looking statements (PFLS): In DP24/4, the FCA advanced the possibility of PFLSs, in respect of which there would be limited responsibility (like in the new regime for public offers of traditional securities). In the Consultation Paper, the FCA is retaining this concept, which means that firms will be able to include PFLSs in their QCDDs and SDDs and obtain some additional protections from liability.
• Publication and filing: The FCA proposes to require CATPs to file approved QCDDs (and SDDs, if any) with an FCA-owned centralised repository before trading starts, and to publish them on their websites alongside an up-to-date list of QCDDs and any SDDs for admitted qualifying cryptoassets.
• Responsibility for Disclosure: The FCA rules will cover the question of who is responsible for QCCDs (and who would be liable under the statutory compensation mechanism). This includes the question of where a person seeking admission uses a QCCD prepared by a third party – where the person seeking admission will continue to be liable. Where an intermediary prepares a QCDD for consumers, it will have responsibility for the content of the QCDD (unless the QCDD was prepared by someone such as a CATP that has responsibility for content).
• Applicability of the Consumer Duty: The FCA proposes that the Consumer Duty will not apply to activities relating to public offers, and admissions to trading, of qualifying cryptoassets. Instead, those activities will be subject to bespoke A&D rules which, unlike the Consumer Duty, will apply whether or not the persons engaged in the activities are approved persons.

The regime for UK-issued qualifying stablecoins will be different. Issuers of such stablecoins will need to produce two forms of disclosure: (1) Disclosures in the form of information on the issuer’s website, available to holders, prospective holders and the general public- as addressed in CP25/14; and (2) a UK-issued qualifying stablecoin QCDD, available on the issuer’s website and on an FCA-owned centralised repository. However, there will be differences as regards the content requirements of the QCDD (e.g. no summary will be required) and the PFLS provisions will not apply.

Market abuse regime for cryptoassets (MARC)

Under the Cryptoasset Regulation, various market abuse offences will apply in relation to cryptoassets – specifically insider dealing, unlawful disclosure of inside information and market manipulation in relation to qualifying cryptoassets.

The fundamental basis of MARC is building on the existing principles of the UK Market Abuse Regulation (UK MAR), which applies to traditional forms of investment, but adapting this to the cryptoasset market.

The key points to note about the MARC are:

• Disclosure of inside information: The Cryptoasset Regulation provides that relevant persons must, where required by the FCA rules, publicly disclose inside information, that directly concerns them. The FCA proposes in its rules that the relevant persons responsible for disclosure should be the issuers, offerors and CATPs. The draft rules attached to the Consultation Paper include proposed guidance from the FCA on (i) whether inside information has been made public; (ii) what type of information may directly concern an issuer, offeror or CATP; what amounts to inside information (a non-exhaustive list); and (iv) when disclosure of inside information can legitimately be delayed. The FCA is seeking feedback on this guidance.
• Disseminating inside information: In DP24/4, the FCA sought views on how inside information should be disseminated. In the Consultation Paper, the FCA proposes that on day one of the MARC regime, inside information must be published on the issuer, offeror, or CATP’s own website and actively disseminated through other channels (for example, social media or news outlets) used by consumers and other market participants. The FCA proposes that any inside information published via a website and actively disseminated should subsequently and as soon as possible be uploaded on an FCA-owned centralised repository such as the National Storage Mechanism. In the longer term, the FCA may consider requiring the use of more formal channels for inside information dissemination as cryptoasset markets develop.
• Legitimate market practices: Under the MARC (as with the market abuse regime for traditional investments), certain “legitimate market practices” are permitted. The FCA has prepared draft rules and guidance on the application of those practices, and exceptions, for the benefit of cryptoasset market participants. Practices expressly considered in the guidance include coin burning, crypto-stabilisation and conduct for which there is a legitimate reason. In relation to market making, the FCA proposes to mirror the approach for traditional investments.
• Insider Lists: Issuers, offerors and CATPs will be required to maintain insider lists. The requirements will be based closely on those for traditional investments, but Consultation Paper recognises that there are specific crypto requirements that needed to be added, such as the need to record wallet addresses as identifiers.
• Systems and controls for CATPs and Intermediaries: CATPs and intermediaries will be required to establish adequate and proportionate systems and controls for their business to detect and disrupt market abuse. Examples of this are surveillance, trade monitoring and incident reporting processes. The Consultation Paper highlights how these requirements apply differently to CATPs and intermediaries. The proposals for MARC are substantially based on the UK MAR regime for traditional investments, but with some modifications.
• On-Chain reporting: In DP 24/4, the FCA said that it expected all CATPs to have in place on-chain reporting. However, following strong responses over concerns on proportionality and the feasibility of this in relation to costs, the FCA now proposes to require on-chain monitoring for Large CATPs only (i.e. those in excess of £10m annual average revenue over 3 years). Smaller CATPS are expected to have proportionate measures in place and may adopt RegTech solutions. The FCA also encourages the use of RegTech to combine on-chain analytics with off-chain data to improve the integration of this data.
• Cross-platform information sharing: The Cryptoasset Regulation creates an obligation to share information to counter market abuse and enables the FCA to make rules specifying the situations and firms to which this obligation applies. The FCA intends to introduce such rules for Large CATPs (see above for the definition of a Large CATP). Specifically, Large CATPs will be required to disclose information to other Large CATPs in the following circumstances: (1) they have reasonable grounds to suspect that cryptoasset market abuse has occurred, is occurring or is likely to occur and (2) it is necessary to disclose the information to detect, prevent or disrupt the market abuse of concern. The Consultation Paper also includes draft guidance giving examples of when the conditions in its proposed rules will be met.

Authored by John Salmon, Lavan Thasarathakumar, Dominic Hill and James Sharp.