Article 2.6.7 Initial Disclosure Thresholds under Tiered Disclosure Regime
(a) Entity Classification Criteria:
An entity shall be classified into one of four categories for disclosure purposes. Classification shall be based on meeting at least two of the relevant financial or operational thresholds set out below.
(i) Micro Entities: An entity shall be classwhereied as a Micro Entity if it satisfies at least two of the following criteria:
(ii) Annual gross revenue of less than USD 100,000.
(b) Fewer than three (3) full-time equivalent (“FTE”) employees.
(i) Total assets of less than USD 50,000.
(ii) Micro Entity Disclosure Obligations: Micro Entities shall be subject only to initial registration disclosures and shall be exempt from annual reporting unless:
(iii) Operating in a regulated or high-risk sector.
(iv) Receiving ICT subsidies, public infrastructure, or holding a public-benefit designation.
(v) Small Entities: An entity shall be classwhereied as a Small Entity if it satisfies at least two of the following criteria:
(vi) Annual gross revenue between USD 100,000 and USD 500,000.
(vii) Between three (3) and ten (10) FTE employees.
(viii) Total assets between USD 50,000 and USD 250,000.
(ix) Small Entity Disclosure Obligations: Small Entities shall file an Annual Confirmation Statement including:
(x) A basic financial and operational summary.
(xi) Any material changes in ownership, control, or activity.
Audit is not required unless the entity: (i) Raises public funds exceeding USD 50,000 annually and (ii) Operates in a regulated sector or receives public-benefit support.
(xii) Medium Entities: An entity shall be classwhereied as a Medium Entity if it satisfies at least two of the following criteria:
(xiii) Annual gross revenue between USD 500,000 and USD 5,000,000.
(xiv) Between ten (10) and fifty (50) FTE employees.
(xv) Total assets between USD 250,000 and USD 2,000,000.
(xvi) Medium Entity Disclosure Obligations: Medium Entities shall submit annually:
(xvii) Financial statements prepared in accordance with a recognised international standard.
(xviii) Governance disclosures, including key management and beneficial ownership.
(xix) A compliance and risk declaration.
Audit shall be required where the entity: (i) Raises public funds exceeding USD 100,000 and (ii) Operates in a regulated or public-benefit domain
(xx) Large or Public-Facing Entities: An entity shall be classified as a Large or Public-Facing Entity if it:
(xxi) Exceeds any Medium Entity threshold; and
(xxii) Raises public funds exceeding USD 1,000,000 in any 12-month period (including token or equity offerings); or
(xxiii) Operates in a regulated or high-risk industry; or
(xxiv) Receives ICT land, infrastructure, subsidies, or holds public-benefit designation.
(xxv) Large or Public-Facing Entity Disclosure Obligations: Large or Public-Facing Entities shall file annually:
(xxvi) Audited financial statements;
(xxvii) Full governance and ownership disclosures;
(xxviii) Conflict of interest and related-party disclosures;
(xxix) Public-benefit or social impact report (where applicable); and
(xxx) Any additional reports reasonably required by the Operator.
(c) Mode of Compliance:
All filings and disclosures required under this Article shall be made via the ICT digital corporate registry system maintained by the Operator or the Companies Registrar or such other platform as designated by the Operator. The Operator, the Companies Registrar or such other body designated by the Operator may specify filing formats, templates, and automated processes to reduce administrative burden and enhance regulatory interoperability.
(d) Third-Party Verification:
The Operator may authorise qualified third-party service providers to verify disclosures or conduct compliance audits. Any person may notify the Operator of suspected non-compliance, following procedures to be prescribed in further Operator guidelines.
(e) Voluntary Compliance at Higher Tier:
An entity may elect to comply with the disclosure obligations of a higher tier.
(f) Emerging Structures:
The Operator may by supplemental guidelines establish adapted thresholds and reporting standards for:
(i) Distributed autonomous organisations (DAOs);
(ii) Tokenised equity or digital asset fundraising platforms;
(iii) Algorithmically managed funds or ventures;
(iv) Hybrid cooperatives and multi-stakeholder governance structures.
(g) Enforcement:
Breach of disclosure obligations under this Article may result in penalties, suspension of registration, or other measures as provided in Article 2.6.6(g).
(h) Annual Confirmation Statement and Attestation:
Where an entity is required to submit an Annual Confirmation Statement under this Article, such statement shall be:
(i) In the form prescribed by the Operator, the Companies Registrar or a similar body established by the Operator and signed by a director, managing member, or authorised officer of the entity;
(ii) Accompanied by an attestation that, to the best of the signatory’s knowledge and belief, the information provided is true, complete, and not misleading; and
(iii) Filed within ninety (90) calendar days of the end of each financial year or such other period as may be specified in Operator guidelines.
(i) Dynamic Risk Reclassification:
(i) Notwithstanding paragraph (b), the Operator, the Companies Registrar or a similar body established by the Operator may reclassify an entity into a higher or lower disclosure tier where it determines that such reclassification is reasonably necessary to:
(ii) Address material risks arising from the entity’s actual operations, governance structure, or funding activities; or
(iii) Prevent regulatory arbitrage or avoidance of disclosure obligations.
(iv) The Operator shall issue written notice of reclassification with brief reasons and allow the entity a reasonable period to comply with the revised disclosure obligations.
(j) Language and Currency of Filing:
All disclosures and filings under this Article shall be made in English and use United States Dollars (“USD”) as the default currency unless otherwise approved by the Operator. Supporting documentation in other languages shall be accompanied by an English translation certified by a qualified translator or attested by the filing entity.
- Section
- 2.6.7
- Effective date
- 2026-04-25