Establishment and substance
This is the requirement most often reported second-hand, and most often reported wrongly. The text is short enough to read in full.
Article 59 requires a registered office in a Member State where at least part of the crypto-asset services are carried out, the place of effective management in the Union, and at least one director resident in the Union.
EUR-Lex, Regulation (EU) 2023/1114 (MiCA), consolidated text · Verified on 2026-09-14 · Next review 2027-03-14
Three separate conditions sit in that sentence, and they are not the same thing.
A registered office where you actually do something
The office must be in a Member State where the provider carries out at least part of its crypto-asset services. This is the clause that rules out the classic arrangement of registering in one jurisdiction because the process there is convenient while the entire operation runs elsewhere. It does not require that all of the activity is in that state, only that some genuinely is.
Effective management in the Union
Not in the Member State of the office. In the Union. This is about where the firm is really run: where the decisions are taken, where the people taking them are. It is a factual test, and a board that meets in Vilnius four times a year while the business is directed from outside the Union does not satisfy it by virtue of the minutes.
At least one director resident in the Union
One. Resident in the Union, not in the Member State of authorisation. This is where a great deal of secondary writing about Lithuania goes astray.
A claim we will not repeat
Several consultancy pages state that Lithuania requires two EEA-resident directors with one ordinarily resident in Lithuania. That is more than Article 59 requires, and no Lithuanian legal instrument imposing it has been located. It may be describing a supervisory expectation rather than a legal requirement, or it may simply be wrong. Either way it is held in the source register as unverified rather than repeated here. If you have been quoted a director-residency requirement, ask which provision it comes from.
Substance is a supervisory question, not an Article 59 question
Article 59 sets a floor for establishment. It says nothing about headcount, office size or where a compliance officer sleeps. What fills that gap is the assessment itself: a firm with no real staff will struggle against Article 63(10)(a) on management of the business and against the Article 62(2)(i) internal-control evidence, not against Article 59.
That distinction matters when you are being sold a "substance package". The regulation does not price substance in employees. It asks whether the control functions described in your application actually exist and are performed by identifiable people with the time to do it. Those are different purchases.
What you are not required to have
Article 59(7) provides that a crypto-asset service provider serving clients cross-border is not required to have a physical presence in the host Member State.
EUR-Lex, Regulation (EU) 2023/1114 (MiCA), consolidated text · Verified on 2026-09-14 · Next review 2027-03-14
Once authorised, serving clients in other Member States does not oblige you to open anything there. The notification route handles it. Any advice to incorporate locally in each market you sell into should be tested against this.
The naming rule
Article 59(5) prohibits a person that is not an authorised crypto-asset service provider from using a name or issuing marketing communications suggesting that it is one, or likely to create confusion in that respect.
EUR-Lex, Regulation (EU) 2023/1114 (MiCA), consolidated text · Verified on 2026-09-14 · Next review 2027-03-14
Worth noting while you are still pre-authorisation: an unauthorised firm may not use a name or publish marketing that suggests it is an authorised provider, or that is likely to create confusion on the point. This bites on website copy written in the present tense during an application, and on brand names that borrow regulatory vocabulary.
Regulatory references on this page were read against the primary text on 14 September 2026. Every figure is held in the source register with the document it came from.