When Is a Prospectus Required for a Public Offer in the EU?

The baseline rule is simple: under the EU Prospectus Regulation, a prospectus is required whenever securities are offered to the public in the EU or admitted to trading on a regulated market.

What matters in practice is the exception. An issuer can avoid a full prospectus if it qualifies for one of three lighter routes; if none of them applies, the standard regime and its full prospectus kick in. Here they are, in the order you'd actually check them:

1. National small-offer exemption: no EU prospectus required for offers below the member-state threshold, set nationally under the Prospectus Regulation.

2. EU Follow-on prospectus: a lighter, standardised document for issuers that already have securities admitted to trading.

3. EU Growth issuance prospectus: a simplified regime for SMEs and smaller issuers.

4. Full prospectus (standard regime): the complete document required when none of the first three applies.

Most explainers stop at naming a single euro threshold. Since the Listing Act reforms took effect on 5 March and 5 June 2026, that framing no longer holds. This article walks through each of them in the order a real estate developer or financing consultant would actually check them, a sequence we call the ONINO Four-Route Prospectus Test, with a comparison table that puts the whole decision in one view.

What Does the EU Prospectus Regulation Require?

As shown in the graphic, Regulation (EU) 2017/1129 sets the baseline: a prospectus before any public offer or admission to trading. Regulation (EU) 2024/2809 then updates it, taking effect on 5 March 2026 and 5 June 2026.

The EU Prospectus Regulation is Regulation (EU) 2017/1129 of 14 June 2017, and as of July 2026 it applies in the form amended by the EU Listing Act. It sets the rules for when a prospectus must be published before securities are offered to the public or admitted to trading on a regulated market in the EU. It repealed the earlier Prospectus Directive and created a single, directly applicable EU-wide regime. Regulation (EU) 2024/2809, the EU Listing Act's prospectus amendment, was published in the Official Journal on 14 November 2024 and entered into force on 4 December 2024. The Listing Act's most consequential changes were phased in on 5 March 2026 (EU Follow-on and EU Growth issuance prospectuses) and 5 June 2026 (the harmonised small-offer exemption, alongside further changes including ESG disclosures and new prospectus scrutiny timelines). As of July 2026, content describing the Prospectus Regulation without these 2026 dates is likely describing the pre-reform regime, which no longer applies to new approvals.

What Changed Under the EU Listing Act in 2026?

Four changes matter for anyone deciding whether they need a prospectus. First, from 5 June 2026 the small-offer exemption is harmonised at a EUR 12,000,000 default ceiling under Article 3(2), replacing the old EUR 1,000,000 out-of-scope figure and the member-state option that ran up to EUR 8,000,000. Second, a member state may now only swap that default for a single lower threshold of EUR 5,000,000 under Article 3(2a), notifying the Commission and ESMA of the choice under Article 3(2b), where previously it could set any figure it liked up to EUR 8,000,000. Third, from 5 March 2026 the EU Follow-on prospectus under Article 14a replaced the simplified disclosure regime for secondary issuances in Article 14. Fourth, also from 5 March 2026, the EU Growth issuance prospectus under Article 15a replaced the old EU Growth prospectus in Article 15, with an eligibility test that makes SMEs directly eligible and raises the euro limb to EUR 50,000,000. Anything published before December 2024 describes the previous regime. For how these prospectus rules sit alongside the wider EU framework for digital issuance, see ONINO's overview of securities regulation for tokenised offerings.

What Is the EU Prospectus Threshold, and Does My Raise Qualify for a Small-Offer Exemption?

A raise qualifies for the small-offer exemption when the total consideration offered to the public across the EU stays below the applicable threshold over any rolling 12 month period. The small-offer exemption is the route under Article 3 of Regulation (EU) 2017/1129 that removes the prospectus requirement entirely for offers below that threshold, set at a EUR 12,000,000 default ceiling since 5 June 2026, which a member state may replace only with a single lower threshold of EUR 5,000,000. The timeline below ends on that harmonised exemption, the main prospectus exemption in EU law. Here is what the rule actually says, and where the traps are.

As shown in the graphic, 14 June 2017 brings Regulation (EU) 2017/1129, 14 November 2024 adds Regulation (EU) 2024/2809, in force 4 December 2024, then 5 March 2026 and 5 June 2026 apply. No 2026 dates means the old regime.

1. The EU default ceiling is EUR 12,000,000 over any rolling 12 months

From 5 June 2026, an offer of securities to the public needs no prospectus at all where the total aggregated consideration across the EU stays below EUR 12,000,000, calculated over any rolling 12 month period (Article 3(2) of Regulation (EU) 2017/1129). Article 3(2) attaches one further condition: the offer must not be subject to notification under Article 25, so the exemption is not available for a passported offer. A German issuer raising EUR 10 million in equity over ten months, with no other offers in the prior year and no passporting, falls under the ceiling and is not obliged to publish a prospectus. The same logic applies to debt: a bond issuance kept below the prospectus threshold needs no EU prospectus either. The 12 month aggregation is what catches people out: two EUR 7 million raises eight months apart breach the ceiling together even though neither does alone.

2. A member state may instead adopt a single lower threshold of EUR 5,000,000

Under Article 3(2a), a member state may instead apply a single lower exemption threshold of EUR 5,000,000. It is a binary choice, not a sliding scale: a member state applies either the EUR 12,000,000 default or the EUR 5,000,000 derogation, and must notify the Commission and ESMA of that choice under Article 3(2b). The real limit therefore depends on which of the two figures the issuer's home member state has adopted. A raise that is exempt at EUR 11 million in a country using the full EUR 12,000,000 ceiling could require a prospectus in a country that has adopted the EUR 5,000,000 threshold. Always check the home member state's figure before relying on the EU default: the EUR 12,000,000 ceiling is a maximum, not a guarantee.

3. The new rule reverses the old logic: a default ceiling, not a floor

The previous regime combined two provisions: offers below EUR 1,000,000 fell outside the Regulation entirely under old Article 1(3), and above that a member state could set its own exemption at any figure up to EUR 8,000,000 under old Article 3(2). The new one is a single EUR 12,000,000 default that a member state can only swap for EUR 5,000,000. The direction of travel flipped from "low floor states may raise" to "high ceiling states may cut." Any source still quoting a EUR 1M to EUR 8M range is describing the regime that applied until 4 June 2026, not the one in force from 5 June 2026 onward.

4. Exempt means no prospectus, not no disclosure

Falling under the exemption means no prospectus is required at all, not that a lighter-form prospectus applies. Even where it applies, national rules may still require a short disclosure document, so "exempt from a prospectus" does not mean "no disclosure obligation whatsoever." In Germany that document is the Wertpapier-Informationsblatt (WIB) under Section 4 of the Wertpapierprospektgesetz (WpPG): a maximum of three A4 pages, cleared by BaFin, required for prospectus-free offers above EUR 100,000. Treat the exemption as removing one specific document, then check what your home member state still asks for on top.

5. The small-offer exemption, the Follow-on prospectus and the Growth issuance prospectus are three different mechanisms

This is the most common conflation in the area: the small-offer exemption (Article 3), the EU Follow-on prospectus (Article 14a), and the EU Growth issuance prospectus (Article 15a) are three structurally different mechanisms, and only the latter two are actually forms of prospectus. An already-listed company doing a secondary raise reaches for the Follow-on prospectus; a growth issuer coming to market uses the Growth issuance prospectus; a small raise below the ceiling uses the exemption and files neither. Naming the right one determines what you have to produce.

6. Below the exemption threshold, the crowdfunding regime under Regulation (EU) 2020/1503 is often the more relevant comparison

For raises that fall below even the exemption threshold, the Prospectus Regulation is often the wrong yardstick: the crowdfunding-style route for smaller raises below the prospectus threshold sets the terms instead. A founder raising EUR 3 million from many small backers gets further checking the crowdfunding rules than asking whether a prospectus rule exempts them.

Which Exemptions Apply Regardless of the Size of the Raise?

Three further exemptions in Article 1(4) of Regulation (EU) 2017/1129 remove the prospectus requirement whatever the amount, and they are usually the first thing an adviser checks. An offer addressed solely to qualified investors needs no prospectus. Nor does an offer addressed to fewer than 150 natural or legal persons per member state, other than qualified investors. Nor does an offer of securities whose minimum denomination is EUR 100,000. These sit alongside the small-offer exemption rather than inside it, which is why a raise far above EUR 12,000,000 can still be prospectus-free when it is placed only with qualified investors. Check who the offer is addressed to and how the securities are denominated before checking the euro total.

"In Germany, for example, if you issue below eight million, you don't need a forty-page document describing what it is and describing the risks. You just need a three-page document… We've created all documentation with clients for three thousand euros. Whereas if you have a full forty-page prospectus, you can land between fifteen to forty thousand euros, which is overkill."

Lukas Wipf, CPO & Co-Founder, ONINO

Context note, July 2026: this quote predates the EU Listing Act reform. Section 3 WpPG was repealed by Article 16 of the Standortfördergesetz with effect from 5 June 2026, so Germany now runs on the EU default ceiling of EUR 12,000,000 rather than a national threshold of its own, and did not take the EUR 5,000,000 option under Article 3(2a). The short document referred to is the Wertpapier-Informationsblatt (WIB) under Section 4 WpPG, still a maximum of three A4 pages. The comparison and the cost figures are unchanged; only the threshold has moved.

What Is the EU Follow-on Prospectus, and Can an Already-Listed Issuer Use One?

Yes, provided the securities have been continuously admitted to trading for at least 18 months before the new offer. An EU Follow-on prospectus is a short-form prospectus under Article 14a of Regulation (EU) 2017/1129, available since 5 March 2026, that an already-listed issuer may use instead of a full prospectus for a follow-on offering.

Availability: live since 5 March 2026. Per ESMA's statement of 18 February 2026, from that date "it will be possible to use EU Follow-on prospectuses and EU Growth issuance prospectuses to raise capital on the public markets," subject to review by the national competent authority (NCA) under Articles 14a and 15a.

Article 14a(1) allows it in four scenarios:

• Securities admitted to a regulated market for at least 18 months

• Securities admitted to an SME growth market for at least 18 months

• Admission of securities fungible with ones already on an SME growth market for at least 18 months

• Offerors of securities meeting the same 18-month continuous-admission condition

In every case the test is the continuity and duration of the existing admission, not the size of the new offer.

Two details carry weight here:

• Short-form: Article 14a(5) caps it at 50 sides of A4 for a share prospectus. The EU Growth issuance prospectus has its own, higher limit of 75 pages, and the two figures are not ends of a single range.

• Replaces the old simplified disclosure regime for secondary issuances under Article 14, deleted from 5 March 2026.

For an already-listed issuer planning a follow-on share offering, the answer to "do I need a full prospectus" is now often no, as long as the 18-month admission test is met.

What Is the EU Growth Issuance Prospectus, and Is It the Same as the Old EU Growth Prospectus?

No. The EU Growth issuance prospectus is a simplified prospectus under Article 15a of Regulation (EU) 2017/1129, available since 5 March 2026, for SMEs and other smaller issuers with no securities on a regulated market. It replaced the old EU Growth prospectus (Article 15), which was deleted on 5 March 2026, and it is a structurally distinct regime with a different eligibility test, not a rename.

Who may use it (Article 15a(1)), provided they have no securities on a regulated market:

• SMEs

• Non-SME issuers whose securities are, or will be, admitted to an SME growth market

• Other issuers where the total offered to the public in the EU is under EUR 50,000,000 over 12 months, provided they have no securities on an MTF and up to 499 employees on average in the prior year

• Offerors of securities issued by the first two categories

How this differs from the old Article 15:

• Old test: a flat EUR 20,000,000 offer ceiling, or SME-growth-market issuers with average market cap below EUR 500,000,000

• New test: SMEs are directly eligible, and the euro limb rises to EUR 50,000,000 with no-MTF and up-to-499-employee conditions attached

• Treating it as "the same, just renamed" leads issuers to miscalculate whether they qualify

Key details:

• Length cap: 75 sides of A4 for shares (Article 15a(5)), distinct from the 50-page EU Follow-on figure; don't blend them

• Transition: prospectuses approved under old Article 15 before 5 March 2026 stay valid until their original expiry, but no new approvals under the old regime

• Anyone who saw themselves as an "EU Growth prospectus candidate" should now re-check eligibility against Article 15a specifically

If None of the Above Apply, What Happens, and Who Approves the Prospectus?

If an issuer's raise does not fall under the small-offer exemption, does not qualify for an EU Follow-on prospectus, and does not meet the EU Growth issuance prospectus eligibility test, a full prospectus is required under the standard regime of Regulation (EU) 2017/1129. A full prospectus is approved by the national competent authority in the issuer's home member state, for example BaFin in Germany, the AMF in France or the CSSF in Luxembourg, and once approved, it is valid for offers to the public and admissions to trading across the whole EEA without requiring separate approval from host-state authorities.

That EEA-wide validity sits in Article 24, "Union scope of approvals of prospectuses." A prospectus approved by the home member state, and any supplements to it, is valid for the offer to the public or the admission to trading in any number of host member states, provided that ESMA and the competent authority of each host member state are notified in accordance with Article 25. Article 24 also bars host member state authorities from running any separate approval or administrative procedure for a prospectus already approved by another member state's competent authority. Articles 25 and 26 carry the notification mechanics: Article 25 covers standard prospectuses and supplements, Article 26 the parallel procedure for registration documents and universal registration documents. So an issuer seeks approval from one NCA, in its home member state, and that approval then travels across the EEA by notification rather than a second round of host-country review.

Because a full prospectus carries no fixed short-form page cap and no fixed consideration ceiling, it functions as the baseline regime that applies whenever none of the three lighter-weight routes fit. The reviewing authority scrutinises the completeness, comprehensibility, and consistency of a full prospectus before approval, and issuers preparing one should expect the SPV structure and document trail behind a regulated issuance to be a standing requirement, not a one-off exercise. Once a full prospectus is live, the parallel investor-protection rules under MiFID II also come into play for how the securities are subsequently marketed and sold. Platforms that help issuers manage disclosure and approval workflows across every route take the version control and the evidence trail off the issuer's desk, whichever one ultimately applies.

The Four Prospectus Routes Compared: The ONINO Four-Route Prospectus Test

These four routes aren't ONINO's invention. They exist because Regulation (EU) 2017/1129, as amended by the Listing Act, structures the law this way from 2026 onward. What ONINO has added is naming the decision order explicitly, since no EU regulation or ESMA publication frames it as a single sequential test for issuers to work through. We call it the ONINO Four-Route Prospectus Test: a practical, non-legal label, not a legal term of art, for checking in order whether the small-offer exemption applies, then the EU Follow-on prospectus, then the EU Growth issuance prospectus, and only then falling back to a full prospectus.

A common question is what the four types of prospectus are under the EU rules. The table below compares the four prospectus routes under Regulation (EU) 2017/1129 as amended by the EU Listing Act, on the law in force as of July 2026, with legal basis, eligibility, threshold, page limit, and approval route for each.

What This Means in Practice

For a real estate developer or financing consultant planning a 2026 capital raise, the sequence runs in one direction: check the small-offer exemption first, since it removes the prospectus requirement entirely if the raise is small enough and the home member state's threshold allows it. If the raise is too large, or the issuer wants a route that scales for repeat issuance, check whether 18 months of continuous admission to trading opens up the EU Follow-on prospectus. If the issuer is not yet listed but qualifies as an SME, an SME-growth-market issuer, or fits the sub-EUR 50,000,000 headcount-limited category, the EU Growth issuance prospectus is the next check. Only when none of these three apply does the full prospectus, approved by the home regulator and passportable EEA-wide, become the applicable route. Getting this sequence wrong, for example assuming an old EUR 20,000,000 EU Growth prospectus ceiling still applies, or blending the two page-limit figures into a single "50 to 75 page" range, leads to disclosure documents built to the wrong specification.

ONINO's platform is built to help issuers manage the disclosure and approval workflows that sit behind whichever route applies, from tracking which authority is engaged to organizing the records a regulator expects to see during review. Combined with the infrastructure layer issuers use to run a compliant offering, it keeps the route decision, the disclosure drafts, and the approval correspondence in one system rather than spread across three. If you are planning a raise and are not yet certain which of the four routes fits, talk to ONINO about structuring it against the current rules.

Not sure which of the four routes fits your next raise? See how ONINO handles route selection, disclosure, and approval workflows against the rules as they stand after the 5 March and 5 June 2026 changes. In a short walkthrough, we'll show you how issuers structure a compliant offering, organise the records the reviewing authority expects to see, and move from route selection through to approval.

Further reading: how regulatory compliance works in tokenisation