The Whitepaper Requirement for Public Offerings in Pakistan

Publishing a whitepaper is not a marketing choice under Pakistan’s Virtual Assets Act, 2026 — it is a statutory precondition for offering a virtual asset to the public at all. Section 42 places the obligation directly on the issuer, and gives the Authority a separate power to exempt categories of issuers or offerings from it. This article sets out who the duty falls on, what triggers it, and what the exemption power does and does not cover.

Who must publish a whitepaper before offering a virtual asset to the public?

Section 42(1) states the rule plainly:

“An Issuer offering a Virtual Asset to the public shall publish a whitepaper in such form and manner as may be prescribed by Regulations.”

The obligation attaches to the “Issuer” as a defined term, not to every person who touches the offering. Section 3(1)(xiii) defines an Issuer as “the legal Person that originates or creates a Virtual Asset and retains primary control over its initial supply, reserve assets (if any) or on-chain governance, and may distribute such Virtual Asset as part of its initial offering, and that bears the ongoing obligations as prescribed by the Authority.” The definition’s explanation clause is worth reading closely, because it deliberately narrows who counts:

“A Person is not an Issuer solely because it markets, advertises, promotes, facilitates secondary-Market trading (including third-party brokerage, distribution or exchange), or provides technical development or maintenance services without control over issuance, supply or reserve assets.”

A broker-dealer distributing an existing token, or an exchange listing it for secondary trading, is not the Issuer and does not carry the whitepaper duty. The duty sits with whoever created the asset and controls its supply and reserves.

What triggers the duty — any offering, or only a public one?

Only an offering “to the public.” The Act does not define that phrase for the purposes of section 42, and no Regulations distinguishing a public offering from a private placement have been issued in the source documents reviewed here. Our reading is that this gap will be closed by Regulations under section 42(1), which governs the whitepaper’s “form and manner,” and possibly by the eligibility criteria for Initial Virtual Asset Offerings under section 30. Until that detail is published, an issuer planning anything other than a clearly closed, negotiated placement to a small, identified group of sophisticated counterparties should assume the public-offering threshold applies and prepare a whitepaper, rather than assume it does not.

What must the whitepaper contain?

Section 42(1) leaves the “form and manner” of the whitepaper to Regulations that have not yet been issued. What the Act does establish, in the same section, is the wider disclosure architecture the whitepaper sits inside:

• Section 42(2) requires issuers to make ongoing disclosures of material information, including reserve attestations, “in the manner and frequency prescribed by Regulations” — a continuing obligation that runs after the whitepaper is published, not a one-off document.
• Section 42(4) requires the Authority to prescribe “mandatory risk disclosures, periodic reporting requirements and disclosure templates applicable to Issuers and Licensees.”

Read together, the whitepaper is best understood as the first disclosure in a chain that continues through the life of the offering, not a standalone document that discharges the issuer’s obligations once published. An issuer drafting a whitepaper now, ahead of the detailed Regulations, should build it to a standard capable of being extended into ongoing reporting later, rather than treating it as a single deliverable.

Can PVARA exempt certain issuers from the whitepaper requirement?

Yes. Section 42(3) gives the Authority a specific carve-out power:

“The Authority may exempt categories of Issuers or offerings from requirements under this section, subject to appropriate safeguards.”

Two things are worth noting about how this power is drafted. First, it operates by category — the Authority exempts a type of issuer or a type of offering, not an individual applicant on a case-by-case basis, at least on the wording of section 42(3) itself. Second, the exemption is conditional: it comes “subject to appropriate safeguards” that the Act does not itself specify. No categories had been named as exempt in the material available for this analysis, so an issuer cannot currently assume any exemption applies to its offering without a specific confirmation from PVARA.

How does the whitepaper requirement relate to Initial Virtual Asset Offerings?

Section 42 sits alongside, but is not identical to, the separate regime for Initial Virtual Asset Offerings (IVAOs) in section 30. An IVAO is defined in section 3(1)(xiv) as “a method of raising funds by an Issuer through the public offering of Virtual Assets in exchange for funds or other Virtual Assets or anything of commercial value.” Section 30(1) restricts who may conduct one: “Only legal entities, as registered in Pakistan and meeting the eligibility criteria prescribed by Regulations shall be permitted to conduct an Initial Virtual Asset Offering.” Section 51 separately prohibits conducting an IVAO except in accordance with the Act and its Regulations.

The practical relationship is this: an IVAO is a specific fundraising method that is by definition a public offering, so an issuer running one will need both a whitepaper under section 42 and eligibility clearance under section 30. A public offering that is not structured as a fundraising IVAO — a straightforward token distribution with no capital-raising element, for instance — may still trigger section 42’s whitepaper duty without engaging section 30 at all. Whether a specific structure counts as an IVAO is a classification question, and section 9(1)(f) gives PVARA power to make that call based on substance rather than the label the issuer gives it.

What happens if an issuer offers a virtual asset without a whitepaper?

The Act’s general enforcement provisions apply, since section 42 does not carry its own bespoke penalty. If the offering is also an unlicensed IVAO, section 54(2) sets a specific criminal penalty: imprisonment for up to three years, a fine of up to twenty-five million rupees, or both. More broadly, section 59(1) allows PVARA to impose administrative sanctions for any contravention of the Act or its Regulations — a written reprimand, a directive to cease or remedy the contravention, a financial penalty up to the prescribed maximum, or suspension or revocation of a licence — and section 59(2) extends those sanctions to issuers specifically, “with such modifications as are appropriate.”

Marketing an unwhitepapered offering also risks tripping section 43’s marketing restriction, which prohibits advertising a virtual asset “unless the Issuer holds a valid license or registration under this Act” — a separate and additional exposure on top of the whitepaper gap itself.

What should issuers do while the whitepaper’s form and manner remain unprescribed?

Three steps that do not depend on the missing Regulations:

• Draft to the disclosure architecture, not just the label. Cover risk disclosures, reserve information where applicable, and the governance of the issuer, since section 42(4)’s templates are likely to formalise requirements close to these when they arrive.
• Confirm the offering’s classification with PVARA before launch — specifically, whether it is a public offering, an IVAO, or both — rather than assuming the narrower category applies.
• Treat the whitepaper as the start of an ongoing disclosure obligation, and resource the issuer’s corporate setup and reporting function accordingly, not as a one-time publication task.

Issuers preparing a licence application or planning a token launch should treat the whitepaper requirement as settled in principle and open in detail — the duty to publish is not in doubt, but the standard it must meet is still being written.

Related reading

• PVARA Exchange License: Capital, Rules & Obligations 2026
• PVARA Transfer & Settlement License: Crypto Payments 2026
• PVARA Licensing Process: NOC to Full Licence, Step by Step

About this analysis

This analysis was prepared by the CoinConnect research desk from the Virtual Assets Act, 2026 as passed by the National Assembly, read as published. Where practice is not yet settled or guidance has not been issued, that is stated in the text above.

Regulatory positions change and specific requirements should be verified against the current position published by the relevant authority before you act on them. This is information and analysis, not legal advice, and it does not create an advisory relationship. Take professional advice on your own circumstances.