An issuer preparing a security token offer for investors in several EU countries faces two questions in a fixed order. Does the offer need a prospectus at all? And if it does, must it be approved once per country or once for the whole EU? The answer to the second is the EU prospectus passport: one approval by the home supervisor, the CNMV for Spanish issuers, is valid across the entire internal market. This guide walks through both questions and ends with a decision table.
First check whether your offer needs a prospectus
The European rule is a prospectus approved by the national supervisor before any public offer of shares, bonds or fund units. Tokenizing the instrument changes nothing here. The instrument, not the technology, triggers the requirement (Regulation (EU) 2017/1129).
Exemptions by amount
Since 5 June 2026 the general exemption threshold is 12 million euros raised over 12 months, and each member state may lower it to 5 million (Regulation (EU) 2024/2809, Listing Act). Spain applied a national threshold of 8 million euros before the reform, and its adaptation to the new regime is still in progress. Check the threshold in force on the date of your offer, not the one from last year’s memo.
The 12-month window is rolling. Add up every offer you have made in the EU during the 12 months before each new offer. Two rounds of 7 million euros six months apart exceed the general threshold, even though each round sits below it on its own.
Exemptions by type of investor
No prospectus is required for offers addressed only to qualified investors, for offers reaching fewer than 150 non-qualified persons per member state, or for offers where each investor commits at least 100,000 euros or the securities have a unit denomination of at least 100,000 euros (art. 1.4, Regulation (EU) 2017/1129). These exemptions combine with the quantitative one, and many token issuances aimed at professional capital rely on them.
Exempt does not mean unregulated
An exemption removes the prospectus, not the rest of the framework. Spain imposes additional conditions on exempt offers addressed to retail investors, including the involvement of an authorised firm in the placement (art. 35, Law 6/2023). And if the securities are represented on distributed ledgers, the Spanish registration regime applies with or without a prospectus. Decision for this section: compute your rolling 12-month total and your investor mix before drafting anything.
How the passport works, step by step
The principle: a prospectus approved by the home member state supervisor is valid in any other EU state for a public offer or an admission to trading, with no additional approval and no substantive review by the host supervisor (art. 24, Regulation (EU) 2017/1129).
For an issuer domiciled in Spain the home supervisor is the CNMV. The prospectus is prepared and approved once, in Madrid, however many host states you later target. The approved prospectus is valid for 12 months from approval, provided you file supplements when new material facts appear (art. 12, Regulation (EU) 2017/1129). A fundraising plan spanning several years needs renewal planned from the start.
The notification runs between supervisors, not between you and each host regulator.
- You ask the CNMV to notify its approval to the host states you choose.
- The CNMV sends a certificate of approval and a copy of the prospectus to each host supervisor within short deadlines counted in business days.
- The CNMV notifies ESMA at the same time.
- You file nothing with any host supervisor (art. 25, Regulation (EU) 2017/1129).
The host supervisor cannot review the prospectus or impose its own administrative procedures. It may require a translation of the summary into its official language; the body of the prospectus can stay in a language customary in international finance. In practice, a prospectus designed for passporting is drafted once and translated minimally. ESMA keeps a public register of approved and notified prospectuses, so distributors can verify the passport without asking you for extra paperwork.
Two operational habits save weeks. Request the notifications together with the approval, not months later: the marginal cost is small next to the prospectus itself, and holding the certificates avoids blocking distribution when a foreign investor appears. And route every supplement through the same circuit, since a supplement approved at origin travels exactly like the original prospectus.
What does not passport: registration stays national
The passport carries the prospectus and nothing else. The mechanism by which the security is registered remains a matter of national law. A tokenized issuance inscribed with a Spanish ERIR, the registry entity that acts as digital notary of the tokenized record, stays governed by Spanish law however widely its investors are spread across the EU (art. 8, Law 6/2023). What that entity is and how it is contracted is covered in what is an ERIR; the country-by-country registration figures are compared in asset tokenization in Europe.
Other layers stay national too. Marketing and advertising rules apply state by state. Each investor keeps their own tax regime. Conduct rules for the intermediaries who distribute the offer remain jurisdiction-specific. The passport narrows the cross-border problem to its core; it does not erase it.
One conflation to avoid in commercial planning: the prospectus passport authorises a document, never a firm. Any intermediary supporting your fundraising in a host state needs its own MiFID authorisation and, where applicable, its own services passport (Directive 2014/65/EU, MiFID II).
Decision table: exemption, prospectus or passported prospectus
| Your situation | Reasonable route | What it involves |
|---|---|---|
| Raising below the exemption threshold, Spain only | Prospectus exemption | No prospectus; national rules for exempt offers still apply (Spanish adaptation to the Listing Act pending) |
| Raising above the threshold, Spain only | CNMV prospectus without passport | One CNMV approval; notifications can be requested later if plans change |
| Raising in several states without a prospectus, relying on exemptions | State-by-state review | Each state applies its own threshold and side rules; multi-country structures often close faster with a passported prospectus despite the upfront cost |
| Raising in several states above thresholds | CNMV prospectus with passport | One approval plus one notification per host state (arts. 24-25, Regulation (EU) 2017/1129) |
An example with numbers. A 9-million-euro issuance offered only in Spain may fit the exemption, depending on the national threshold in force on the offer date. The same issuance offered also in France and Portugal requires checking thresholds and side rules in each jurisdiction; a passported prospectus usually cuts the total friction.
The criterion that closes the decision
Decide by total friction cost, not by avoiding the prospectus at any price. A passported prospectus costs more upfront and removes borders afterwards. An exemption costs little at the start and caps how far the fundraising can reach. Where the balance falls depends on the amount, the investor type and the target countries.
Two figures settle most cases: your total EU fundraising target over 12 months, and the share of it coming from non-qualified investors outside Spain. With both numbers on the table, the decision table above usually leaves a single reasonable option. What happens after this choice, from qualifying the instrument to the ERIR entry, is the subject of how to issue a security token in Spain; if you are still choosing the country of issuance, start with issuing security tokens in Europe from Spain.
Find out whether your offer needs a prospectus, an exemption or a passport before you spend on drafting. Run the 2-minute issuance assessment or request a proposal.
This content is educational. It is not legal, tax or investment advice. Always check the current version of each rule on BOE and EUR-Lex.
