One EU rule now governs regulated-market prospectuses

The record

Regulation (EU) 2017/1129, adopted by the European Parliament and the Council on 14 June 2017 and published in the Official Journal on 30 June 2017, harmonizes the prospectus that must be published when securities are offered to the public or admitted to trading on a regulated market inside a Member State, such as the main markets operated by Euronext or Deutsche Börse. The regulation's own Article 49 sets a staggered application timetable: most of it applies from 21 July 2019, two specific provisions, Article 1(3) and Article 3(2), applied a year earlier, from 21 July 2018, and a narrower set of definitional provisions applied from 20 July 2017. The regulation exempts offers under EUR 1,000,000, calculated over twelve months, from any prospectus requirement, and lets individual Member States raise that exemption threshold as high as EUR 8,000,000 for offers that will not use the EU's cross-border passporting regime.

What the documents establish

The regulation's own text, not a law firm's client note, is the source for the exemption figures and the application dates above; it replaced the earlier Prospectus Directive 2003/71/EC, which the regulation's text says is repealed with effect from 21 July 2019, with limited earlier repeal dates for specific provisions. Euronext's own description of its IPO process adds an operational detail the regulation's text does not spell out in plain language: it states that during the regulatory review stage, the financial regulator conducts a thorough review to ensure that the prospectus contains the information investors need, and that trading admission follows only once the regulator and Euronext grant final approval separately. That confirms a national competent authority, not the exchange itself, approves the prospectus under this regime.

The operating read

Because the United Kingdom left the EU before the regulation's main application date and did not carry it forward in the same form, a founder should not assume this regulation governs a London listing; the UK runs its own, now-separate prospectus regime under the Financial Conduct Authority. Within the EU, the practical reading, editorially, is that prospectus approved always means approved by a specific national regulator, for example the AMF in France or BaFin in Germany, applying this regulation's common standard, not by Brussels or by the exchange, a distinction that matters when a due-diligence question arises about who actually signed off on what.

What to check before you decide

Before relying on EU-approved as a description of any prospectus, check the following.

• Which Member State's national competent authority actually approved the document, and is that authority named in the prospectus itself?
• Does the offer rely on the sub-EUR 1,000,000 or sub-EUR 8,000,000 exemption, meaning no full prospectus was required at all?
• Is the listing venue inside the EU's regulated-market perimeter, or on an exchange-operated junior segment that this regulation does not fully cover?

The regulation's text, as retrieved on 16 September 2026, remains the applicable EU-wide standard for regulated-market prospectuses; its scope stops at the EU's own regulatory perimeter.