What the EU is doing and why
Most companies that want to raise capital through public offers or have securities to be admitted to trading on regulated markets need to provide investors with a prospectus.
A prospectus is a legal document that describes
- a company's main line of business, its finances and shareholding structure
- the securities that are being issued and/or admitted to trading
It contains the information an investor needs before making a decision whether to invest in the company's securities (such as shares, bonds, derivatives).
EU prospectus rules ensure that adequate and equivalent disclosure standards are in place in all EU Member States so that investors can benefit from the same level of information. Under these rules, once a prospectus has been approved in one EU Member State, it is valid throughout the EU (single passport for the issuers).
The rules also ensure that minimum protection for investors is of the same standard across the EU.
Policy making timeline
- 1 February 2024Legislation - Capital markets union
- 24 July 2020Legislative package - Coronavirus response
- 24 May 2018Legislative proposal
- 2015Legislative proposal
Proposal for a Prospectus Regulation in the framework of the 2015 capital markets union action plan.
The regulation aims to
- make it easier and cheaper for smaller companies to access capital
- introduce simplification and flexibility for all types of issuers, in particular for secondary issuances and frequent issuers that are already known to capital markets
- improve prospectuses for investors by introducing a retail investor-friendly summary of key information, catering for the specific information and protection needs of investors
The new prospectus regime ensures that appropriate rules cover the full life-cycle of companies from start-up until maturity as frequent issuers on regulated markets.
Basic information
- Text of the Prospectus Regulation (2017/1129/EU)
- Summary of the legislation: Prospectus to be published when securities are offered to the public or admitted to trading on a regulated market
Delegated and implementing acts
Ongoing revision
- Ongoing revision of the Prospectus Regulation
- Legislative initiative to make public capital markets more attractive for EU companies and facilitate access to capital for SMEs
Legislative history
Basic information
Transposition by EU Member States
- The Directive amending prospectus and transparency was transposed by all EU Member States into their national law.
- Transposition history of the Directive amending prospectus and transparency by EU Member States
Legislative history
- Original legislative proposal for the Directive amending prospectus and transparency
- Impact assessment accompanying the legislative proposal for the Directive amending prospectus and transparency
- Executive summary of the impact assessment accompanying the legislative proposal for the Directive amending prospectus and transparency
Basic information
- Text of the Prospectus Directive (2003/71/EC)
- Summary of the legislation: Prospectus to be published when securities are issued
Delegated and implementing acts
Transposition by EU Member States
- The Prospectus Directive was transposed by all EU Member states into their national law.
- European Securities and Markets Authority's (ESMA) guidelines on the Prospectus Directive
- ESMA's questions &s answers on the Prospectus Directive