An issuer shall appoint and have at all times appointed the following Functionaries who shall have sufficient knowledge and experience in the field of information technology, DLT assets and their underlying technologies and have a good understanding of the Issuer’s business. These Functionaries may need to be approved by the MFSA:


VFA Agent  An issuer of an VFA must at all times have a VFA Agent in place.

The initial role of the VFA Agent shall be that of:
i) performing the Fitness and Properness Assessment;
ii) reviewing and endorsing the Financial Instrument Test;
iii) compiling and submitting of the application pack;
iv) ensuring that the Issuer fulfils all the requirements prescribed by the VFA Act and rules and regulations issued thereunder; and
v) liaising at all times with the MFSA.

Post issuance of the VFA, the role of the VFA Agent is that of ensuring that the issuer is complying with the VFA Act and meeting its obligations, including the fulfilment of annual and ongoing compliance obligations.

Systems Auditor The Systems Auditor (SA) will review and audit the Issuer’s Innovative Technology Arrangement (ITA) including cyber security arrangements and issue a report prior to the launch of the VFA. The SA is also responsible for preparing annual systems audit report confirming that the Issuer’s ITA is in compliance with guidelines issued by the Malta Digital Innovation Authority (MDIA).
Custodian The Custodian must be independent from the Issuer and must have appropriate systems and controls to ensure that investors’ funds are reimbursed if the IVFAO is cancelled. The following persons may be appointed as custodians of VFAs: a third party licensed VFA Service Provider, or who is exempt from licensing under the VFA regulations; a third party constituted in a recognised jurisdiction; and for fiat currencies: a central bank; a credit institution authorised in accordance with the provisions of Directive 2013/36/EU; a bank authorised in a third country; a money market fund; an electronic money institution; or a payment institution.
Auditor The role of the auditor is to audit the Financial Statements of the Issuer and to prepare a management letter in accordance with International Standards on Auditing at the end of each annual accounting period.
MLRO An MLRO is responsible for issuing policies and ensuring that the systems in place cater for all AML procedures. Moreover, the MLRO has to ensure that, when appropriate, the information or other matters leading to knowledge or suspicion, or reasonable grounds for knowledge or suspicion of money laundering is properly disclosed to the FIAU. The MLRO is the main contact point between the issuer and the FIAU. Moreover, he must ensure that the issuer is complaint with all AML / CFT obligations.

Practice Areas