Cap. 590 Art. 2Interpretation. 

(1) Unless the context otherwise requires, terms and phrases not defined in this Act shall have the same meaning as the said terms and phrases are given in the Malta Digital Innovation

Authority Act.

(2) In this Act and in the Schedules thereto, unless the context otherwise requires -

*This Act have been repealed by Act XXXVI of 2024. "administrator" means an officer or any person who is appointed to carry out representative and fiduciary functions in the control and administration of a legal person, and any person who carries out such functions even if under another name, but shall not include a technical administrator or a resident agent under the

Innovative Technology Arrangements and Services Act, and the term

"board of administration" shall be construed accordingly;

"advertisement" means any form or medium of marketing activity disseminated to the public by means of any type of media, which promotes the purchase of a virtual financial asset or the procurement of a VFA service:

Provided that an advertisement shall not include the provision of a personal recommendation;

"asset-referenced token" shall have the same meaning as that assigned to it in point (6) of Article 3(1) of the MiCA Regulation;

"assets" means movable and immovable property of any kind;

"benchmark" means any rate, index or figure, made available to the public or published that is periodically or regularly determined by the application of a formula to, or on the basis of, the value of one or more underlying assets or prices, including estimated prices, actual or estimated interest rates or other values, or surveys, and by reference to which the amount payable under a virtual financial asset or the value of a virtual financial asset is determined;

"beneficial owner" shall have the same meaning assigned to it under regulation 2 of the Prevention of Money Laundering and

Funding of Terrorism Regulations, and "beneficial ownership" shall be construed accordingly;

"Central Bank" means the Central Bank of Malta as defined by the Central Bank of Malta Act;

"company" means a limited liability company constituted in

Malta in accordance with the Companies Act or any law which may from time to time be in force, or a company incorporated outside Malta, provided that such company if not incorporated in Malta would qualify to be so incorporated under the laws of Malta;

"competent authority" means the Malta Financial Services

Authority established by the Malta Financial Services Authority Act;

"court" means the Civil Court, First Hall;

"decision" includes any directive, determination, direction, condition, measure, requirement or specification, howsoever described, made by the competent authority; "Directive 2015/849/EU" means Directive 2015/849/EU of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC, as may be amended from time to time;

"Distributed Ledger Technology" or "DLT" means a database system in which information is recorded, consensually shared, and synchronised across a network of multiple nodes as further described in the First Schedule of the Innovative Technology Arrangements and

Services Act, whether the same is certified under that Act or otherwise;

"DLT asset" means -

(a) a virtual token;

(b) a virtual financial asset;

(c) electronic money;

(d) electronic money token; or

(e) a financial instrument, that is intrinsically dependent on, or utilises, Distributed Ledger Technology;

"DLT exchange" means any trading and, or exchange platform or facility, whether in Malta or in another jurisdiction, on which any form of DLT asset may be transacted in accordance with the rules of the platform or facility;

"document" or "documentation" includes information recorded in any form and, in relation to information recorded otherwise than in humanly intelligible form, references to its production include references to producing a copy of the information in legible form;

"EBA" means the European Banking Authority established by Regulation (EU) No 1093/2010;

"EEA State" means a State which is a contracting party to the agreement on the European Economic Area signed in Porto on 2 May 1992 as amended by the Protocol signed at Brussels on 17 March 1993, and as amended by any subsequent acts;

"EIOPA" means the European Insurance and Occupational Pensions Authority established in terms of Article 1 of Regulation

(EU) No 1094/2010; "electronic money" shall have the same meaning assigned to it under the Third Schedule to the Financial Institutions Act;

"electronic money token" or "e-money token" shall have the same meaning as that assigned to it in point (7) of Article 3(1) of the MiCA Regulation;

"ESMA" means the European Securities and Markets Authority established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010;

"ESRB" means the European Systemic Risk Board established by Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010, on European Union macro-prudential oversight of the financial system and establishing a European Systemic Risk Board;

"European regulatory authority" means an authority in a

Member State or EEA State, other than Malta, which exercises any regulatory or supervisory function in relation to financial services corresponding to a function of the competent authority as defined in the Malta Financial Services Authority Act;

"European right" means the entitlement of a licence holder to establish a branch or provide services in a Member State or an EEA State, other than Malta -

(a) in accordance with the Treaty on the Functioning of the European Union as applied in that Member State or EEA State; and

(b) subject to any regulations made under this Act, or rules issued by the competent authority pursuant to this Act;

"European Supervisory Authorities" or "ESAs" means EBA, ESMA and EIOPA;

"financial instrument" shall have the same meaning assigned to it under the Second Schedule to the Investment Services Act, whether or not issued in Malta;

"funds" means banknotes and coins, scriptural money, electronic money and virtual financial assets;

"initial virtual financial asset offering" or "initial VFA offering" means a method of raising funds whereby an issuer is issuing virtual financial assets and is offering them in exchange for funds;

"inspector" means an inspector appointed under article 40;

"issuer" means a legal person duly formed under any law for the time being in force in Malta which issues or proposes to issue virtual financial assets in or from within Malta;

"licence" means a licence to provide a VFA service or services granted by the competent authority in terms of article 15;

"licence holder" means a person who holds a licence under this Act;

"Malta’s international commitments" means Malta’s commitments, responsibilities and obligations arising out of membership of, or affiliation to, or relationship with, any international, global or regional organisations or grouping of countries or out of any treaty, convention or other international agreement, however called, whether bilateral or multilateral, to which Malta is a party;

"market abuse" means insider dealing, the unlawful disclosure of inside information and market manipulation in relation to any transaction, order or behaviour concerning any virtual financial asset;

"Member State" means a Member State of the European Union;

"MiCA Regulation” means Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and amending Regulations (EU) No. 1093/2010 and

(EU) No. 1095/2010 and Directives 2013/36/EU and (EU) 2019/ 1937, as may be amended from time to time, and includes any binding legal instruments, guidelines and other measures that have been or may be issued thereunder;

"MiFID" means Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014, on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder;

"Minister" means the Minister responsible for the regulation of financial services;

"overseas regulatory authority" means an authority in a country or territory outside Malta that is not a Member State or EEA

State which exercises any regulatory or supervisory function in relation to financial services corresponding to a function of the competent authority as defined in the Malta Financial Services

Authority Act;

"person" means a natural or legal person in terms of law;

"prescribed" means prescribed by regulations made under this Act;

"qualifying holding" means a direct or indirect holding in a legal person which represents ten per cent (10%) or more of the capital or of the voting rights in such person which makes it possible to exercise a significant influence on the administration of the person in which that holding subsists and includes the holding of DLT assets with voting, control or ownership rights, and "qualifying holder" shall be construed accordingly;

"recognised jurisdiction" means a member of the European Union or the EEA or the Organisation for Economic Co-operation and Development as well as any other jurisdiction approved by notice of the Minister from time to time for the purpose of this definition;

"resident in Malta" means an individual whose habitual residence is in Malta;

"rules" refers to rules issued by the competent authority in terms of this Act;

"smart contract" means a form of technology arrangement consisting of -

(a) a computer protocol; or

(b) an agreement concluded wholly or partly in an electronic form, which is automatable and enforceable by computer code, although some parts may require human input and control and which may be also enforceable by ordinary legal methods or by a mixture of both;

"subject person" shall have the same meaning assigned to it under regulation 2 of the Prevention of Money Laundering and

Funding of Terrorism Regulations;

"subsidiary" has the same meaning assigned to it under article

2 of the Companies Act;

"Tribunal" means the Financial Services Tribunal established under article 21 of the Malta Financial Services Authority Act;

"unit" means any representation of the rights and interests in a legal person and "unit holder" shall be construed accordingly;

"VFA agent" means any person who is registered as such with the competent authority on the first date of the coming into force of the Virtual Financial Assets (Amendment) Act, 2024;

"VFA agreement" means any agreement the making or performance of which, by either party, constitutes a service or activity licensable under this Act; "VFA exchange" means a DLT exchange for virtual financial assets, operating in or from within Malta, within which multiple third party buying and selling interests for virtual financial assets can interact in a manner that results in a contract, by exchanging one virtual financial asset for another or a virtual financial asset for fiat currency that is legal tender or a fiat currency that is legal tender for a virtual financial asset;

"VFA exchange operator" means a person or persons who manages and, or operates the business of a VFA exchange and may be the VFA exchange itself;

"VFA service" means any service falling within the Second Schedule when provided in relation to a DLT asset which has been determined to be a virtual financial asset;

"virtual financial asset" or "VFA" means any form of digital medium recordation that is used as a digital medium of exchange, unit of account, or store of value and that is not -

(a) electronic money;

(b) a financial instrument; or

(c) a virtual token:

Provided that, for the purposes of Part II, asset-referenced tokens and e-money tokens shall also be excluded;

"virtual token" means a form of digital medium recordation whose utility, value or application is restricted solely to the acquisition of goods or services, either solely within the DLT platform on or in relation to which it was issued or within a limited network of DLT platforms:

Provided that the term ''DLT platform'' referred to in this definition shall exclude DLT exchanges:

Provided further that a virtual token which is or may be converted into another DLT asset type shall be treated as the DLT asset type into which it is or may be converted;

"whitepaper" means a document in such form and containing such information as specified in article 4 and the First Schedule.

(3) Any reference in this Act to any law, or provision thereof, shall be construed as a reference to that law or provision as from time to time in force, and shall include a reference to any enactment replacing such law or provision, and to any subsidiary legislation made thereunder.

(4) In this Act and in any regulations made thereunder, if there is any conflict between the English and Maltese text, the English text shall prevail.