Central Bank of Djibouti Circular No. 2026-01 Amending and Completing Circular No. 2025-01 on the Regime for Crypto-Asset Service Providers

BANQUE CENTRALE DE DJIBOUTI

CIRCULAR NO. 2026-01

AMENDING AND COMPLETING CIRCULAR NO. 2025-01 ON THE REGIME FOR CRYPTO-ASSET SERVICE PROVIDERS ON THE TERRITORY OF THE REPUBLIC OF DJIBOUTI

The Governor of the Central Bank of Djibouti,

Having regard to Law No. 118/AN/11/6th L amending the statutes of the Central Bank of Djibouti;

Having regard to Law No. 119/AN/11/6th L relating to the establishment and supervision of credit institutions and financial auxiliaries;

Having regard to Law No. 118/AN/15/5th L establishing a national payment system, its regulation and supervision;

Having regard to Law No. 104/AN/24/9th L amending Law No. 110/AN/11/6th L relating to the fight against terrorist financing;

Having regard to Law No. 105/AN/24/9th L amending Law No. 111/AN/11/6th L relating to the fight against terrorism and other serious offenses;

Having regard to Law No. 178 amending Law No. 106/AN/24/9th L relating to the fight against money laundering, terrorist financing, and the proliferation of weapons of mass destruction;

Having regard to Decree No. 2023-247/PRE, appointing the Governor of the Central Bank of Djibouti;

Having regard to Decree No. 2024-052/PR/MJAPM attributing, organizing, and defining the functioning of the National Financial Intelligence Agency;

Having regard to Decree No. 2024-053/PR/MJAPM establishing the regime for the implementation of targeted financial sanctions related to terrorist financing and the proliferation of weapons of mass destruction;

Having regard to Order No. 2024-113/PRE/2024 establishing the Technical Committee for the implementation and management of Targeted Financial Sanctions related to Terrorism and the Proliferation of Weapons of Mass Destruction;

Having regard to Instruction No. 2019-05 of the Central Bank of Djibouti relating to corporate governance of credit institutions;

Having regard to Instruction No. 2025-01 of the Central Bank of Djibouti on the device for preventing money laundering and terrorist financing;

Having regard to Circular No. 2012-02 setting out the procedures for applying for approval of credit institutions.

Orders:

PRELIMINARY CHAPTER: DEFINITIONS

For the purposes of this chapter, the following terms are defined as:

Virtual Asset or Crypto-Asset: the digital representation of a value that can be exchanged digitally, or transferred, and which can be used for payment or investment purposes. Virtual assets do not include digital representations of fiat currencies, securities, and other financial assets. Crypto-assets constitute digital representations of values or rights recognized by participants in the crypto-asset market, stored electronically using blockchain technology. Value representations include the external, non-intrinsic value attributed to a crypto-asset by the concerned parties or market participants, meaning that the value is subjective and based solely on the interest of the buyer and holders of the crypto-asset.

Digital assets that cannot be transferred to other holders do not fall under the definition of crypto-assets. Thus, digital assets that are accepted only by the issuer or the offeror and which are technically impossible to transfer directly to other holders are excluded from the scope of this regulation. Such digital assets include, for example, loyalty programs in which loyalty points can only be exchanged for benefits with the issuer or offeror of these points.

Token: a digital asset, non-duplicable, issued and exchangeable on a blockchain network in the crypto-asset universe.

Beneficial Owner (indirect partner): the natural person(s) who ultimately own or control a client and/or the natural person on whose behalf a transaction is carried out. Also included are natural persons who ultimately exercise effective control over a legal person or legal structure. Only a natural person can be the ultimate beneficial owner, and more than one natural person can be the ultimate beneficial owner of a given legal person or legal structure.

Virtual Asset Service Provider (VASP): any legal person that commercially exercises one or more of the following activities or operations on behalf of a client or for its own account:

• exchange between virtual assets and fiat currency;
• exchange between one or more forms of virtual assets;
• transfer of virtual assets;
• custody and/or administration of virtual assets or instruments enabling control of virtual assets; and
• participation and provision of financial services related to the offer of an issuer and/or the sale of virtual assets.

White Paper: a guide intended to present the public with concise information on virtual assets and their management. Its objective is to facilitate or guide the reader's decision-making on the subject, and is used at both institutional and commercial levels.

Electronic Money: monetary value representing a claim on the issuing establishment and which is:

• Stored in electronic form, including magnetic;
• Issued without delay against the receipt of funds in an amount not less than the monetary value issued;
• And accepted as a means of payment by natural persons other than the issuing establishment.

Electronic Money Issuer (EMI): any legal person, other than credit institutions, authorized to issue payment instruments in the form of electronic money and whose activities are limited to:

• The issuance of electronic money;
• The distribution of electronic money.

Electronic money issuers do not fall under this circular. Indeed, holders benefit from a claim on the electronic money issuer and have the contractual right to request reimbursement, at any time and at nominal value, of the monetary value of the electronic money held, so that they do not fall under the definition of crypto-assets and are subject to separate regulation.

CHAPTER II. EXERCISE OF VASP ACTIVITIES ON THE TERRITORY OF THE REPUBLIC OF DJIBOUTI

Article 1: Object

This circular aims to set the conditions for the exercise of the activity of crypto-asset service provider, also known as virtual asset service provider (VASP), on the territory of the Republic of Djibouti.

The provisions of this circular are applicable to establishments that offer investment, transmission, or sale services on crypto-assets, including the operation of crypto-asset trading platforms, the exchange of crypto-assets against fiat currency counterparts or other crypto-assets, as well as the custody and administration of crypto-assets on behalf of clients or other interested third parties.

Article 2: Scope

This regulation applies to all companies exercising activities of issuance, public offer, and admission to trading of crypto-assets or providing services related to crypto-assets on the territory of the Republic of Djibouti. Services related to crypto-assets include: a) custody and administration of crypto-assets on behalf of clients; b) operation of a crypto-asset trading platform; c) exchange of crypto-assets against their fiat currency counterpart; d) exchange of crypto-assets against other crypto-assets; e) execution of orders on crypto-assets on behalf of clients; f) placement of crypto-assets; g) reception and transmission of orders on crypto-assets on behalf of clients; h) provision of crypto-asset advice; i) provision of crypto-asset portfolio management services; j) provision of crypto-asset transfer services on behalf of clients.

CHAPTER III. CONDITIONS FOR GRANTING THE LICENSE OR AUTHORIZATION TO EXERCISE VASP ACTIVITIES

Article 3: Supervision of VASPs and Power of the Central Bank of Djibouti

The Central Bank of Djibouti ensures that VASPs comply with the provisions of current legislation. To this end, it exercises permanent supervision of VASPs, expressed through on-site and off-site controls.

Article 4: Conditions for Exercising VASP Activity

Access to the status of VASP is open only to legal persons, constituted in the form provided for in paragraph a) of this article, which have established and had approved by their shareholders and corporate bodies, and then submitted for approval to the Central Bank of Djibouti in application of Art. 7 of this regulation, a set of documents and procedures on their crypto-asset activity comprising:

a) information on the legal person intending to exercise the activity:

• Legal form of the establishment, it being specified that only the forms of Joint Stock Company, Simplified Joint Stock Company, and Limited Liability Company are admitted, excluding Single-Person Limited Liability Companies;
• Amount and distribution of capital;
• Identity and quality of capital contributors, and their guarantors if applicable;
• Proof, by all means, including an extract of the criminal record, that the responsible managers, members of the supervisory body, or capital contributors holding more than 10% of the capital have not been subject to a final conviction, pronounced by a court in Djibouti or a foreign jurisdiction, for crime, forgery and use of forgery, theft, fraud, breach of trust, bankruptcy and fraudulent insolvency, extortion of funds or valuables, misappropriation of public funds, as well as for any attempt or complicity in the offenses listed above.

b) information on the issuer(s) of crypto-assets proposed within the framework of the activity, when these differ from the offeror or the person applying for admission to VASP status; c) information on the crypto-asset project; d) information on the public offer of crypto-assets; e) information on the crypto-assets concerned; f) information on the rights and obligations attached to the crypto-assets; g) information on the underlying technology; h) information on the risks incurred and on their coverage or non-coverage if applicable; i) information on the device for combating money laundering and terrorist financing, in accordance with Art. 12 of this regulation.

All the information listed above must be fair, clear, and not misleading, and presented in a concise and understandable form, it being specified that they will serve as the basis for the white paper that the VASP must make available to its customers in accordance with the following article.

Article 5: White Paper

VASPs must provide their clients, against receipt, a white paper detailing all useful information on the nature of the services offered and the associated risks. This white paper must contain all the information stated in paragraphs b, c, d, e, f, g, and h of Article 3 of this regulation.

The crypto-asset white paper contains a clear and unambiguous declaration that: a) crypto-assets may lose all or part of their value; b) crypto-assets are not always transferable; c) crypto-assets may not be liquid; d) crypto-assets are not subject to supervision or prudential controls carried out by the Central Bank of Djibouti, and are not covered by any compensation or guarantee system in place on the territory of the Republic of Djibouti.

Article 6: Commercial Communications

All commercial communications relating to a public offer of crypto-asset services are notified, upon request, to the Central Bank of Djibouti. These commercial communications, regardless of their distribution channel (prospectus, press, media, internet, or others), must respect all the following requirements: a) commercial communications are clearly identifiable as such; b) the information contained in commercial communications is fair, clear, and not misleading; c) the information contained in commercial communications corresponds to the information contained in the crypto-asset white paper as required of each VASP under Article 4; d) commercial communications clearly indicate that a crypto-asset white paper has been published and clearly mention the VASP's website address, as well as a phone number and email address to contact this entity; e) commercial communications contain the following clear and visible declaration: "This commercial communication has neither been examined nor approved by a competent authority of the Republic of Djibouti. The provider of crypto-asset services is solely responsible for the content of this commercial communication."

Article 7: Modification of White Papers and Commercial Communications

VASPs modify their crypto-asset white paper and, where applicable, their published commercial communications, whenever there is a significant new fact, substantial error, or substantial inaccuracy that is likely to affect the assessment of crypto-assets or associated risks. This requirement applies as long as crypto-asset services are offered to the public.

VASPs notify the Central Bank of Djibouti of their modified crypto-asset white paper and, where applicable, their modified commercial communications and the planned publication date, indicating the reasons for this modification, at least seven working days before their publication.

Article 8: Approval Applications

Legal persons intending to offer crypto-asset services to the public submit their application to the Central Bank of Djibouti for the approval referred to in Article 3 of this regulation.

The application referred to in paragraph 1 contains all the following information: a) the address of the candidate VASP; b) the identifier of the legal entity of the candidate VASP; c) the statutes of the candidate VASP; d) an activity program outlining the business model the candidate VASP intends to follow and containing a business plan, an income statement, and a balance sheet forecast for a horizon of at least two years; e) a legal opinion stating that the proposed activities duly refer to the crypto-assets covered by this circular and do not meet the qualification of other types of assets, such as electronic money tokens, covered by other regulations; f) a detailed description of the governance device of the candidate VASP; g) when there are cooperation agreements with other VASPs, including VASPs established outside the Republic of Djibouti, a description of their internal control mechanisms and procedures aimed at ensuring compliance with obligations regarding the prevention of money laundering and terrorist financing under Laws 104, 105, and 178 of the Republic of Djibouti; h) the identity of the members of the management body of the candidate VASP; i) proof that the persons mentioned in point h) enjoy sufficient honorability and possess adequate knowledge, skills, and experience to direct a VASP; j) proof that any shareholder or partner, direct or indirect, holding a qualifying participation in the candidate VASP, enjoys sufficient honorability;

k) the crypto-asset white paper as described in this circular; l) a description of contractual agreements with third-party entities, if any; m) a description of the candidate VASP's business continuity policy; n) a description of internal control mechanisms, including a risk map comprising, among others, cybersecurity risk, and procedures for managing these risks; o) a description of the systems and procedures put in place to guarantee the availability, authenticity, integrity, and confidentiality of data; p) a description of the candidate VASP's complaint handling procedures, including the exercise of the right of withdrawal provided for in Art. 9 of this regulation.

No one may exercise VASP activities, nor claim this status, nor create the appearance of it, in their name or trade name, their commercial name, their advertising, or in any way their activity, if they have not previously been approved or registered by the Central Bank of Djibouti.

CHAPTER IV. OPERATION OF VASPs

Article 9: Governance Device

VASPs must have a solid governance device, including in particular a clear organizational structure with a well-defined, transparent, and coherent sharing of responsibilities, effective procedures for detecting, managing, monitoring, and reporting risks to which they are or could be exposed, and adequate internal control mechanisms, including sound administrative and accounting procedures.

The members of the VASP's management body must enjoy sufficient honorability and possess adequate knowledge, skills, and experience, both individually and collectively, to exercise their functions. In particular, they have not been convicted of offenses related to money laundering or terrorist financing, or for any other offense that would impair their honorability. They must also demonstrate that they are able to devote sufficient time to the effective exercise of their functions.

The VASP's management body evaluates and periodically reviews the effectiveness of the strategic devices and procedures put in place and takes appropriate measures to remedy any failures in this regard.

Shareholders or partners, direct or indirect, holding qualifying participations in VASPs must enjoy sufficient honorability and, in particular, must not have been convicted of offenses related to money laundering or terrorist financing, or for any other offense that would impair their honorability.

VASPs adopt policies and procedures sufficiently effective to guarantee the rights of clients using their services. In particular, they must ensure the following functions: a) the mechanism for issuing and reimbursing crypto-assets on which they offer services; b) the validation protocols for transactions on crypto-assets on which they offer services; c) the functioning of the underlying technology of the crypto-assets on which they offer services; d) the mechanisms to guarantee the liquidity of crypto-assets on which they offer services; e) agreements concluded with third-party entities for the operation, investment, custody of reserve assets, and, where applicable, public distribution of the crypto-assets on which they offer services.

VASPs establish a business continuity policy and plans to guarantee, in the event of interruption of their communication, computer, and technology systems and procedures, the safeguarding of their essential data and functions and the continuation of their activities or, when this is not possible, the rapid recovery of these data and functions and the rapid resumption of their activities.

VASPs must have adequate systems and procedures to guarantee the availability, authenticity, integrity, and confidentiality of data. These systems record and back up relevant data and information collected and produced within the framework of VASP activities.

VASPs ensure that they are regularly audited by independent auditors. The results of these audits are communicated to the management body of the concerned issuer and made available to the Central Bank of Djibouti.

Article 10: Right of Withdrawal

Client natural persons or legal persons, who are not themselves professionals in the financial sector or crypto-asset activities, and who purchase or trade crypto-assets through a VASP approved in application of this regulation by the Central Bank of Djibouti to exercise its activity on the territory of the Republic of Djibouti, have a right of withdrawal.

Non-professional clients have a period of 14 calendar days to withdraw from their agreement to purchase crypto-assets other than tokens referring to one or more assets and electronic money tokens without having to bear any fees or costs and without having to give a reason. The withdrawal period begins to run on the day the non-professional client gives their agreement to purchase these crypto-assets.

All payments received from a non-professional client, including, where applicable, all charges, are refunded without unjustified delay and in any case at the latest 14 days from the date on which the VASP placing the crypto-assets is informed of the non-professional client's decision to withdraw from the purchase agreement of these crypto-assets.

This refund is made by the same payment method used by the non-professional client for the initial transaction, unless there is an express contrary agreement from the non-professional client and provided that the refund does not occasion any fees or costs for the non-professional client.

VASPs provide information on the right of withdrawal referred to in this article in their crypto-asset white paper. They specify that the exercise of this right is, where applicable, subject to the rules of civil law applicable in Djibouti and subject to the appreciation of the courts under common law conditions, without intervention of financial sector supervisory authorities and in particular the Central Bank of Djibouti.

Article 11: Capital Requirement

VASPs must at all times have own funds in an amount allowing in particular to ensure at least the reimbursement to clients within the framework of the right of withdrawal provided for in Art. 9 of this regulation. These own funds are at least equal to the highest of the following amounts: a) 100 million DJF; b) 2% of investments received during the previous year, or for VASPs starting their activity 2% of investments envisaged in the forecast accounts mentioned in Art. 7; c) one quarter of fixed overheads of the previous year, or for VASPs starting their activity one quarter of fixed overheads envisaged in the forecast accounts mentioned in Art. 7.

These own funds must be fully paid up from the commencement of the VASP's activity. They consist of subscribed share capital in cash and, once the VASP's operation has started, accumulated and undistributed profits to shareholders and certified by the statutory auditors.

Article 12: Security of Funds

In order to ensure