Multi-jurisdictional legal architecture for the regulated issuance of mUSD and smUSD across European, Asian, and qualifying United States markets.
Minted Protocol is operated by MintedAssociates Corp and maintains a multi-jurisdictional legal architecture designed to deliver regulated issuance of mUSD, a fiat-referenced payment token, and smUSD, an institutional yield product, into European, Asian, and qualifying United States markets. The architecture combines a proposed Cayman Islands parent, a British Virgin Islands regulated issuer, a Cayman Islands segregated portfolio fund, a Luxembourg European distribution feeder, partner-of-record arrangements across Asia, and a GENIUS Act-aligned United States compliance pathway delivered through Anchorage Digital Bank, National Association.
The architecture is organized in three operational layers under a single Cayman Islands parent: an Issuance Layer in the British Virgin Islands, a Yield Vehicle Layer in the Cayman Islands, and a Distribution Layer in Luxembourg. Each layer is supervised by a competent national authority under a defined statutory framework.
Cayman Islands exempted company. Holds intellectual property, brand rights, and ownership interests in operating subsidiaries. Common-law jurisdiction. No direct operating activity at the parent level.
British Virgin Islands company. Registered under the BVI Virtual Assets Service Providers Act, 2022. Supervised by the BVI Financial Services Commission. Sole permitted issuer of mUSD outside the United States.
Cayman Islands segregated portfolio company. Registered as a Regulated Mutual Fund under the Cayman Islands Mutual Funds Act. Supervised by the Cayman Islands Monetary Authority. Each strategy held in a discrete segregated portfolio with statutory ring-fencing.
Société d'Investissement à Capital Variable, structured as a Reserved Alternative Investment Fund. Sub-threshold AIFM under AIFMD Article 3(2). Luxembourg-licensed depositary bank. Channels European institutional capital into the SPC sub-portfolios.
European institutional and qualified investor access is delivered through the Luxembourg SICAV-RAIF feeder, AIFMD-passported into nine member states at launch and structured to fall outside the scope of the Markets in Crypto-Assets Regulation under Article 2(4)(c).
| Member State | Notifying Authority |
|---|---|
| Germany | Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) |
| France | Autorité des Marchés Financiers (AMF) |
| Netherlands | Autoriteit Financiële Markten (AFM) |
| Luxembourg | Commission de Surveillance du Secteur Financier (CSSF) |
| Ireland | Central Bank of Ireland |
| Italy | Commissione Nazionale per le Società e la Borsa (Consob) |
| Spain | Comisión Nacional del Mercado de Valores (CNMV) |
| Belgium | Financial Services and Markets Authority (FSMA) |
| Austria | Finanzmarktaufsicht (FMA) |
The smUSD product, accessed in Europe via the Luxembourg feeder, qualifies as an interest in a collective investment undertaking. Under Article 2(4)(c) of the Markets in Crypto-Assets Regulation (Regulation (EU) 2023/1114), crypto-assets that qualify as financial instruments under MiFID II are excluded from the scope of MiCA.
Following the United Kingdom's withdrawal from the European Union, the AIFMD passport no longer extends into the UK. UK institutional access is delivered through the Financial Conduct Authority's National Private Placement Regime under FUND 10.5 of the FCA Handbook (and the equivalent provisions of SUP 13A), which permits a sub-threshold non-UK Alternative Investment Fund Manager to market non-UK Alternative Investment Funds to UK Professional Clients and Eligible Counterparties as defined under the FCA's Conduct of Business Sourcebook (COBS 3.5 / 3.6).
The mechanism is a one-time NPPR notification filed with the FCA prior to marketing, requiring confirmation of AIFM regulatory status, fund structure, target investor base, and AML/CFT compliance posture. Distribution to UK retail clients is not permitted under NPPR and is reserved for the post-FCA-authorization phase of the regulatory roadmap.
UK reach via NPPR: UK institutional asset managers, insurance and pension fund LPs, family offices meeting Professional Client thresholds, and the Eligible Counterparty / Professional Client books of UK private banks.
Swiss qualified investors — banks, asset managers, family offices, pension funds — are addressable through the Luxembourg feeder under Switzerland's Financial Services Act (FinSA) private placement framework. Iceland, Norway, and Liechtenstein are addressable under the AIFMD passport mechanism.
Asian institutional and qualified investor distribution is delivered through partner-of-record arrangements with locally-licensed counterparties in Singapore, Hong Kong, and Japan, supplemented by direct subscription channels for UAE qualified investors.
Institutional and accredited investor distribution is conducted through a partner-of-record agreement with QCP Capital, holder of a Capital Markets Services license issued by the Monetary Authority of Singapore. Subscription flows into the Cayman SPC are permitted for accredited investors as defined under the Securities and Futures Act and the Payment Services Act.
Distribution to Hong Kong Professional Investors — defined under Schedule 1 of the Securities and Futures Ordinance as individuals with a portfolio of HK$8 million or above and corporates meeting equivalent thresholds — is conducted through a partner-of-record agreement with HashKey, holder of Type 1 (Dealing in Securities) and Type 9 (Asset Management) licenses issued by the Securities and Futures Commission of Hong Kong.
Institutional access is structured through licensed Japanese partners holding Type 1 Financial Instruments Business and Crypto Asset Exchange Service licenses issued by the Japan Financial Services Agency.
Institutional subscription from UAE-domiciled qualified investors is permitted via direct subscription to the Cayman SPC. Expanded UAE distribution capability is delivered through an Abu Dhabi Global Market Financial Services Regulatory Authority Financial Services Permission, scheduled as a Series A regulatory milestone.
Minted's United States compliance pathway is delivered through a partnership with Anchorage Digital Bank, National Association — the only federally-chartered digital asset bank in the United States — qualifying as a Permitted Payment Stablecoin Issuer under the GENIUS Act of 2025.
The Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act of 2025 establishes the federal statutory framework for Permitted Payment Stablecoin Issuers operating in the United States. Under the Act, only a Permitted Payment Stablecoin Issuer may lawfully issue payment stablecoins for distribution to United States persons.
Anchorage Digital Bank holds an Office of the Comptroller of the Currency National Trust Charter and qualifies as a Permitted Payment Stablecoin Issuer under the GENIUS Act in two distinct capacities:
Anchorage Digital Bank acts as the regulated issuer of record for any United States-distributed mUSD, with Minted Protocol providing the brand, the smart contract layer, and the technical issuance infrastructure on the Canton Network. This delivers:
Contractual one-business-day redemption right at par for United States holders, satisfying GENIUS Act statutory requirements.
OCC examination under 12 U.S.C. § 481. Quarterly reserve composition disclosures, annual independent audit, continuous public reserve reporting.
Securities-touching functions associated with the protocol's United States distribution — broker-dealer execution, alternative trading system supervision, and transfer agent recordkeeping for tokenized instruments distributed through Minted's Canton-native infrastructure — are conducted through Texture Capital Holdings Corp., a FINRA-member broker-dealer registered with the United States Securities and Exchange Commission, under a partner-of-record letter of intent executed on 28 April 2026.
Texture's regulatory perimeter under this arrangement includes:
This arrangement is structurally limited to securities-touching components only. mUSD as a non-yield-bearing payment stablecoin is not a security under the Securities Act of 1933 and does not require broker-dealer intermediation; smUSD as a fund interest in the Cayman SPC Regulated Mutual Fund is distributed under Rule 506(c) of Regulation D for verified accredited investor offerings in the United States, with offshore distribution conducted under Regulation S, in each case through Texture's regulated capacity where United States distribution is in scope.
Reserves backing United States-distributed mUSD are held by Anchorage Digital Bank's qualified custodian under the GENIUS Act-permitted reserve composition framework, with bankruptcy-remote treatment under the Act's special resolution provisions.
Assets held by each segregated portfolio of Minted Yield (Cayman) SPC are held under custody arrangements selected per strategy, with custodians limited to institutionally-recognized qualified custodians supervised by a competent national authority. Sub-portfolio asset custody is statutorily ring-fenced from other sub-portfolios under Cayman SPC law.
The compliance stack operates across all entities under a unified policy framework, satisfying the obligations of each operating jurisdiction's competent authority.
The framework is designed for incremental enhancement as institutional demand and operating scale justify additional licensing. Documented forward milestones:
| Milestone | Trigger | Adds |
|---|---|---|
| Bermuda DABA Class F license | Series A close | Bermuda Monetary Authority supervisory oversight of issuance |
| Lithuania E-Money Institution license | European retail demand confirmed | European retail mUSD distribution under MiCA EMT framework |
| HKMA FRS Stablecoin license | Hong Kong retail demand confirmed | HK retail mUSD distribution under the Stablecoin Ordinance |
| Singapore PSA MPI license | Singapore retail demand confirmed | Direct SG retail mUSD distribution under the PSA |
| ADGM FSRA Permission | MENA institutional anchor | UAE and broader MENA institutional access |
| Full Luxembourg AIFM authorization | Lux AUM exceeds AIFMD Art. 3(2) thresholds | Unrestricted Luxembourg AIFM authorization |
Cross-jurisdictional legal counsel coordinates the framework across operating jurisdictions:
Internal regulatory leadership is provided by the General Counsel and the Chief Advisor.
Minted Protocol is operated by MintedAssociates Corp. This legal architecture framework describes proposed and partner-of-record entities used to support regulated issuance, custody, distribution, and yield-vehicle workflows on the Canton Network. Minted Protocol is not affiliated with: