Prospectus

The EU prospectus regime harmonises requirements for the drafting, approval, and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market in an EU Member State.

The EU prospectus regime harmonises requirements for the drafting, approval, and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market in an EU Member State.

The regime is designed to reinforce investor protection by ensuring that all prospectuses, wherever drawn up in the EU, provide clear and comprehensive information while at the same time making it easier for companies to raise capital throughout the EU on the basis of approval from a competent authority.

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Within these objectives, ESMA’s work in the prospectus area aims to:

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promote a practical and efficient implementation of the prospectus regime

1. promote a practical and efficient implementation of the prospectus regime;

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Contribute to a consistent application of the regime across the EU by building a common supervisory culture among competent authorities

2. contribute to a consistent application of the regime across the EU by building a common supervisory culture among competent authorities; and

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Ensure an adequate balance between an investor’s need for information and burdens on issuers to provide such information

3. ensure an adequate balance between an investor’s need for information and burdens on issuers to provide such information.

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The Prospectus Regulation empowers ESMA to develop regulatory technical standards and implementing technical standards. Furthermore, the European Commission may request ESMA to provide technical advice for the adoption of Commission delegated acts.

ESMA also works to ensure supervisory convergence in this area by making use of a number of tools such as Q&As and guidelines.

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ESMA guidance relating to the Prospectus Regulation

To promote supervisory convergence, ESMA has the power to publish guidelines and recommendations (Article 16 ESMA Regulation 1095/2010), which are addressed to competent authorities and/or market participants. ESMA has published the following guidelines and recommendations in relation to the Prospectus Regulation:

It is important to note that most of the guidance in the ESMA Update of the CESR Recommendations has been incorporated into the Guidelines on prospectus disclosure. However, these Guidelines do not include disclosure for so-called “specialist issuers”, and ESMA encourages issuers to provide this disclosure if they qualify as a “specialist issuer” to ensure that their prospectus satisfies Article 6(1) of the Prospectus Regulation.

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Questions and answers

ESMA regularly publishes Q&As in relation to the Prospectus Regulation on its website via its Q&A tool. To access these Q&As and to find out how to submit a request for a Q&A, please consult the following webpage.

To ensure the smooth implementation of the changes to the Prospectus Regulation introduced by the Listing Act, ESMA has recently updated the relevant Q&As. The following document provides an overview of the revisions to the Q&As, as well as the reasons for the changes.

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Public statements

Additionally, ESMA occasionally publishes public statements to provide stakeholders with additional guidance in relation to specific issues.

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Developments under the Listing Act

The Listing Act introduced alleviations to the Prospectus Regulation to simplify the listing rules for companies that want to list on public stock exchanges, while also preserving transparency, investor protection and market integrity.

To facilitate the effective implementation of the Listing Act, ESMA published a series of consultation papers and final reports in relation to the Prospectus Regulation to identify the necessary changes to meet its goals. The consultation papers were published in response to technical advice requested from the European Commission as well as direct empowerments to issue or update regulatory and implementing technical standards and guidelines.

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Consultations and final reports

Guidelines on prospectus disclosure
Key financial information in prospectus summaries
Guidelines on product supplements
Technical advice concerning the Prospectus Regulation and the RTS updating the CDR on metadata
Potential further steps towards harmonising rules on civil liability pertaining to prospectuses
Minimum information Content for Prospectus Exemption
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Peer review

In Article 20(13) of the Prospectus Regulation, ESMA was instructed to undertake a Peer review of the scrutiny and approval procedures of competent authorities, including notifications of approval between competent authorities. Article 20(13) also required the Peer review to assess the impact of different approaches regarding scrutiny and approval between competent authorities on issuers’ ability to raise capital in the Union.

This report contains the findings and recommendations of the Peer review.

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Prospectus Activity Reports

ESMA publishes annual statistical data related to EEA prospectus activity in order to provide information about trends within the prospectus area, e.g. in terms of general approval and passporting activity, as well as the structure of approved prospectuses and the types of securities they cover.

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Useful information

This document contains a list of the languages accepted for scrutiny of prospectuses and the translation of summaries.

ESMA will publish a document setting out the national thresholds below which the obligation to publish a prospectus does not apply in due course. This information is currently being updated in accordance with the amendments introduced by the Listing Act.

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Related Press & News

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19/12/2025

The European Securities and Markets Authority (ESMA), the EU's securities markets regulator, has published or updated the following Questions and Answers:

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