The Crypto Series (Pt 2) - CP25/41: FCA Sets Out the Admissions, Disclosures and Market Abuse Framework for UK Cryptoassets

In Consultation Paper CP25/41, the Financial Conduct Authority sets out proposals for two closely connected regimes: an Admissions & Disclosures (A&D) regime and a Market Abuse Regime for Cryptoassets (MARC). Together, these regimes determine which cryptoassets may be offered to UK investors, on what basis, and how market misconduct will be addressed.

For firms considering FCA authorisation, CP25/41 is pivotal. Even well-governed firms will not be able to operate successfully in the UK unless their listed assets, disclosure processes and market conduct frameworks meet these new standards.

A Shift From Informal Listings to Regulated Market Entry

Historically, cryptoasset listings have been driven by commercial decisions with limited regulatory oversight. CP25/41 represents a deliberate move away from this model. The FCA’s position is that retail access to cryptoassets should be subject to formal admission standards, due diligence and accountability, broadly analogous to public markets, but adapted for crypto.

Under the proposed framework, qualifying cryptoassets made available to UK retail investors will generally need to be:

• Admitted to trading on a UK-authorised cryptoasset trading platform (CATP), and

• Supported by a compliant Qualifying Cryptoasset Disclosure Document (QCDD).

This introduces a regulated gateway to the UK retail crypto market, replacing reliance on informal whitepapers or overseas disclosure regimes.

The Admissions & Disclosures (A&D) Regime In Context

The A&D regime is introduced via the Designated Activities Regime, meaning firms carrying on certain activities must comply with FCA rules even where the activity itself is not a regulated activity. In practice, most firms affected, CATPs, intermediaries and issuers, will also be subject to authorisation requirements under CP25/40.

The FCA’s objectives for the A&D regime are explicitly outcomes-focused. It is designed to:

• Improve the quality and reliability of information available to investors

• Reduce the incidence of scam and fraudulent tokens

• Strengthen CATPs’ admissions processes

• Support fair, orderly and transparent crypto markets

The FCA is clear that this is not intended to eliminate all crypto risk, but to ensure that retail participation occurs within a framework of minimum transparency and accountability.

Qualifying Cryptoasset Disclosure Documents (QCDDs)

At the core of the A&D regime is the QCDD. A QCDD is a point-in-time disclosure document published at or before a cryptoasset is admitted to trading and, where applicable, offered to the public.

Rather than prescribing a rigid template, the FCA adopts a layered approach. QCDDs must:

• Satisfy a statutory “material information” test

• Meet FCA outcomes-based disclosure rules and guidance

• Comply with any additional disclosure requirements imposed by the CATP

In substance, QCDDs must enable a retail investor to understand:

• The nature and purpose of the cryptoasset

• How it operates and is governed

• The key risks and limitations

• Who is responsible for the disclosure and liable for its content

Crucially, QCDDs are subject to a statutory compensation regime. Investors who suffer loss due to misleading statements or omissions may have a direct right of redress.

Improving Consumer Understanding Through Summaries

Recognising that long technical disclosures are often poorly understood, CP25/41 proposes that most QCDDs must include a short summary of key information.

This summary is intended to improve usability rather than replace the full disclosure. It must:

• Be concise (no more than two pages)

• Be written in plain English

• Highlight key features, risks and warnings

• Clearly signpost conflicts of interest and liability

• Warn investors not to rely on the summary alone

This requirement reflects the FCA’s broader concern that disclosure quality without accessibility does not deliver effective consumer protection.

CATPs as Admissions Authorities, Not Neutral Venues

One of the most significant changes introduced by CP25/41 is the re-positioning of CATPs as active admissions authorities.

CATPs will be required to establish, publish and apply objective admission criteria and to conduct due diligence on cryptoassets seeking admission. Admission must be refused where a cryptoasset is likely to be detrimental to the interests of retail investors.

In practice, this means CATPs must:

• Assess the credibility of key individuals associated with a cryptoasset

• Review whether claimed functionality aligns with observable behaviour

• Consider governance, tokenomics and control risks

• Evaluate whether material risks are properly disclosed

Importantly, these obligations apply equally where:

• A CATP admits its own cryptoasset, or

• A group affiliate seeks admission.

The FCA is explicitly addressing the conflicts and incentives that have historically undermined trust in crypto markets.

Due Diligence and Verification Limits

The FCA recognises that full verification of all cryptoasset information may not always be possible. CP25/41 therefore adopts a proportionate approach.

Where information cannot be fully verified, CATPs must:

• Assess whether the lack of verification itself creates an unacceptable risk

• Ensure limitations are clearly disclosed in the QCDD

• Retain records explaining their decision-making

This approach reinforces the FCA’s expectation that CATPs exercise judgement, not box-ticking, when acting as market gatekeepers.

Clear Accountability and Statutory Liability

CP25/41 places significant emphasis on ensuring there is always a clearly identifiable party responsible for disclosures.

Depending on the circumstances, responsibility for a QCDD may rest with:

• An issuer

• A CATP

• An intermediary

Whoever is responsible may be liable to compensate investors for losses arising from misleading statements or omissions. This is a fundamental shift from historical practice and materially increases legal and compliance risk for firms involved in token admissions or distribution.

Forward-Looking Statements: Flexibility With Safeguards

To avoid discouraging useful disclosures, CP25/41 introduces a voluntary regime for Protected Forward-Looking Statements (PFLS).

Where properly identified and accompanied by appropriate cautionary language, certain forward-looking statements may benefit from a modified liability standard. This is intended to encourage meaningful disclosure, such as development plans or projections, without opening the door to speculative or promotional claims.

A Bespoke Market Abuse Regime for Cryptoassets (MAC)

Alongside the A&D regime, CP25/41 introduces MARC, a tailored framework addressing market misconduct in crypto markets.

MARC prohibits:

• Insider dealing

• Unlawful disclosure of inside information

• Market manipulation

Firms within scope will be expected to implement systems and controls to detect, prevent and disrupt abusive behaviour. While the FCA acknowledges that crypto markets differ from traditional securities markets, it is clear that market integrity standards will apply.

Interaction With Consumer Duty and Financial Promotions

CP25/41 confirms that the Consumer Duty will not apply directly to public offers and admissions of qualifying cryptoassets. Instead, consumer protection outcomes will be delivered through bespoke A&D rules designed specifically for cryptoasset risks.

QCDDs and supplementary disclosure documents will be exempt from the financial promotions restriction under section 21 FSMA. However, advertisements and other promotional communications will remain subject to the financial promotions regime, with further consultation expected.

What This Blog Does Not Cover

This blog focuses on the structural and authorisation-relevant implications of CP25/41. It does not provide a technical, rule-by-rule analysis.

In particular, it does not cover in detail:

• The granular drafting of QCDD and SDD content requirements

• Record-keeping and retention mechanics

• Operational filing processes with the National Storage Mechanism

• Detailed proportionality thresholds under MARC

• Cost-benefit analysis and transitional arrangements

These areas will require careful, fact-specific implementation planning by authorised firms.