The EU Listing Act is the 2024 reform of the EU prospectus and listing rules, built on Regulation (EU) 2024/2809 and Directive (EU) 2024/2811. Its headline change for issuers has applied since 5 June 2026: public offers below EUR 12 million over 12 months no longer need a prospectus, unless a member state opts for EUR 5 million.
Below: what changes, what Spain still has to adapt and how the thresholds apply to a security token offering. Cross-border distribution on one approved document is covered in our guide to the EU prospectus passport for security tokens.
What the Listing Act is
The package was adopted on 23 October 2024 and published on 14 November 2024. It has three parts:
- Regulation (EU) 2024/2809 amends the Prospectus Regulation (EU) 2017/1129, the Market Abuse Regulation and MiFIR. Most issuer-facing changes sit here, and they apply directly in every member state.
- Directive (EU) 2024/2811 amends MiFID II. It sets a default minimum free float of 10% for admitting shares to a regulated market, a minimum expected market capitalisation of EUR 1 million, new rules on investment research, and repeals the old Listing Directive 2001/34/EC from 5 December 2026. Member states had to transpose it by 5 June 2026.
- Directive (EU) 2024/2810 allows multiple-vote shares for companies seeking admission to a multilateral trading facility (MTF), with transposition due by 5 December 2026.
Timeline: which rules apply since when
| Date | What applies | Legal basis |
|---|---|---|
| 4 December 2024 | Entry into force. New exemptions for securities fungible with securities already admitted to trading, with an 11-page document filed with the supervisor | Reg. 2024/2809, art. 1(1) and art. 4(1) |
| 5 March 2026 | EU Follow-on prospectus and EU Growth issuance prospectus | Reg. 2024/2809, art. 4(2) |
| 5 June 2026 | EUR 12 million exemption (member-state option of EUR 5 million) and a 300-page cap on share prospectuses | Reg. 2024/2809, art. 4(3) |
| 5 and 6 June 2026 | MiFID II changes transposed and applicable | Dir. 2024/2811, art. 3 |
| 5 December 2026 | Listing Directive 2001/34/EC repealed; multiple-vote shares directive due | Dir. 2024/2811, art. 2; Dir. 2024/2810 |
The EUR 12 million exemption in detail
Since 5 June 2026, an offer of securities to the public is exempt from the prospectus obligation when the total consideration in the Union is below EUR 12 million per issuer or offeror, calculated over 12 months (new art. 3(2) of the Prospectus Regulation). Four details decide whether your offer fits:
- It is cumulative. The calculation includes ongoing offers and offers made in the previous 12 months, of all types and classes of securities. Offers made with a prospectus or under the classic exemptions of art. 1(4) are left out (art. 3(2c)).
- Member states can go lower. A state may set the threshold at EUR 5 million instead, and must notify the Commission and ESMA (art. 3(2a) and 3(2b)).
- It is not a passport. The exemption covers offers that are not notified to other member states under art. 25. To reach investors across the EU on one document, you still need an approved prospectus.
- A short national document may be required. Below the threshold, a member state can ask for an information document no more extensive than the content of a prospectus summary (art. 3(2d)).
The classic exemptions remain and can be combined: offers addressed only to qualified investors, offers to fewer than 150 non-qualified persons per member state, and offers with a minimum denomination or a minimum investment of EUR 100,000 per investor (art. 1(4), points (a) to (d)).
New lighter prospectuses and the 11-page document
| Document | Who can use it | Length limit | Since |
|---|---|---|---|
| EU Follow-on prospectus | Issuers with securities admitted to a regulated market or an SME growth market for at least 18 months, including SME growth market issuers moving up to a regulated market | 50 pages for shares, plus a summary of up to 7 pages | 5 March 2026 |
| EU Growth issuance prospectus | SMEs, issuers on SME growth markets, and other issuers raising less than EUR 50 million over 12 months with up to 499 employees and no securities on an MTF; none of them may have securities on a regulated market | 75 pages for shares | 5 March 2026 |
| Annex IX document | New securities fungible with securities already admitted: below 30% of the listed amount over 12 months, or any size after 18 months of continuous admission (no takeover, merger, division, restructuring or insolvency) | 11 pages, filed with the supervisor and published, not approved | 4 December 2024 |
| Standard prospectus | Any issuer | 300 pages for shares | Cap since 5 June 2026 |
The EU Follow-on prospectus and the 11-page document assume a listing history, so they are not available to a company whose tokens are not admitted to a regulated market or an SME growth market. For most first-time tokenized issuers, what matters is the EUR 12 million exemption and, above it, the EU Growth issuance prospectus.
What is still pending in Spain
The Prospectus Regulation applies directly, but Spanish law lags behind. In early October 2026, the consolidated text of Law 6/2023 (LMVSI) on the BOE still sets the national exemption at EUR 8 million (art. 35.2.b), and the CNMV has indicated that the law still has to be adapted to the Listing Act.
Two points matter for a Spanish issuer while that adaptation is pending:
- The applicable threshold. The EU rule is EUR 12 million unless the state opts for EUR 5 million. Spain’s choice will be settled when it amends the LMVSI. Confirm with counsel and the CNMV which figure applies on the date of your offer.
- The intermediary rule. Under art. 36 LMVSI, a prospectus-exempt placement marketed to the general public with advertising needs an authorised investment firm, which at least validates the investor information and oversees the marketing. The CNMV can also require a prospectus for complex issuers or instruments.
What it means for a tokenized issuance
A tokenized share or bond is a transferable security. The Prospectus Regulation applies to it exactly as to a conventional security, and MiCA does not (art. 2.4, Regulation (EU) 2023/1114). The Listing Act thresholds therefore apply in full to a security token offering (STO).
- Prospectus-exempt does not mean unregulated. In Spain the tokens must still be recorded by an ERIR, the authorised entity that keeps the legal register of holders (art. 8 Law 6/2023; RD 814/2023). Placement with investors runs through a firm authorised under MiFID II.
- Count every offer. The EUR 12 million limit covers all securities offered to the public in 12 months, tokenized or not.
- Plan the second round. If the tokens are later admitted to an SME growth market or a regulated market, 18 months of listing history open the EU Follow-on prospectus and the 11-page document for follow-on raises.
| Offer profile | Prospectus needed? | Main document |
|---|---|---|
| Qualified investors only, any size | No (art. 1(4)(a)) | Information memorandum agreed with the placement firm |
| Public offer below EUR 12 million in 12 months, not passported | No, subject to Spain’s final threshold | Issue document, plus any national document required |
| Public offer of EUR 12 to 50 million, unlisted SME | Yes | EU Growth issuance prospectus |
| Public offer in several member states | Yes | Prospectus approved by the home supervisor and passported (art. 25) |
The full sequence is set out in how to issue a security token in Spain; the document itself, in what is a prospectus. For debt, see tokenized bonds in Europe.
HokenFi provides the issuance technology on this route. It is not authorised by the CNMV: ERIR registration, placement and legal advice are carried out by authorised partners.
Not sure which threshold your offer falls under? Take the 2-minute issuance assessment or request a proposal.
This content is educational. It is not legal, tax or investment advice. Check the current version of each rule on EUR-Lex and the relevant national gazettes.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, investment firm, financial advisor or ERIR). This article is for information only and is not financial or legal advice.
Frequently asked questions
What is the EU Listing Act?
The EU Listing Act is a 2024 package that simplifies listing and prospectus rules. Regulation (EU) 2024/2809 amends the Prospectus Regulation, MAR and MiFIR; Directive (EU) 2024/2811 amends MiFID II and repeals the Listing Directive; Directive (EU) 2024/2810 covers multiple-vote shares. Its rules apply in stages between December 2024 and December 2026.
What is the prospectus exemption threshold under the Listing Act?
Since 5 June 2026, public offers with a total consideration in the EU below EUR 12 million per issuer or offeror over 12 months are exempt from the prospectus obligation. Member states may lower the threshold to EUR 5 million and must notify the Commission and ESMA. The exemption does not cover offers passported to other member states.
Does the Listing Act apply to security tokens?
Yes. A tokenized share or bond is a transferable security, so the Prospectus Regulation and the Listing Act thresholds apply to it, while MiCA does not (art. 2.4, Regulation (EU) 2023/1114). A prospectus exemption does not remove other duties: in Spain the tokens are recorded by an ERIR and placement goes through an authorised investment firm.
Has Spain adapted its law to the Listing Act?
Not yet. In early October 2026, the consolidated Law 6/2023 still sets a national exemption of EUR 8 million (art. 35.2.b), and the CNMV has indicated that the law must be adapted. The EU regulation applies directly, but issuers should confirm with counsel and the CNMV which threshold applies on the date of their offer.
