An OPV (public offer for sale) is the transaction by which shareholders sell shares that already exist to the public: the money goes to the sellers, not to the company. If new shares are offered, it is an OPS; if someone offers to buy the shares of a listed company, an OPA. In Latin America, people talk more about OPI or IPO.
OPV, OPS, OPA and OPI: four acronyms, four transactions
| Acronym | Name | Who sells and who buys | Where the money goes |
|---|---|---|---|
| OPV | Public offer for sale | Existing shareholders sell to the public | To the selling shareholders |
| OPS | Public offer for subscription | The company issues new shares | To the company's cash |
| OPA | Public offer for acquisition | A buyer offers to acquire shares of a listed company from all its shareholders | To the shareholders who accept |
| OPI or IPO | Initial public offering (IPO) | First stock market listing; it can combine a sale and a subscription | To the sellers, to the company or to both |
In Spain, «OPV» is used as a colloquial synonym for stock market listing, even if the transaction includes new shares. It is worth being precise, because where the money goes changes the structure and the message to the investor.
OPV and OPS: the difference that matters to the issuer
In an offer for sale, the money goes to the selling shareholder. It is used to give an exit to founders, funds or the State in privatizations. In a public subscription offer, the company issues new shares and the money goes into the company's cash to finance the business plan. Stock market listings often combine both tranches.
For the issuer, the right question is not OPV or OPS, but how much new capital the company needs and how much exit the partners are asking for. That proportion defines the offer. The process follows recognizable stages: corporate and accounting preparation, prospectus, demand prospecting with institutional investors, price setting and admission to trading. The timetable is measured in months, with market windows that can close along the way.
OPV versus OPA
They are transactions in opposite directions. In an OPV, whoever holds shares offers them to the market. In an OPA, someone offers to buy the shares of a listed company from the market, normally to take control of it or to delist it.
In Spain, an OPA is mandatory for anyone who reaches control of a listed company: they must offer to buy all the shares at an equitable price (arts. 108 and 110 of Ley 6/2023). There is control upon reaching 30 % of voting rights, or with a smaller stake if more than half of the board is appointed (art. 111). The regime is developed in Real Decreto 1066/2007.
What happens to the shares of those who do not accept? They can keep them. But if, after an OPA for the entire share capital, the buyer gathers at least 90 % of the voting capital and the offer has been accepted by holders of at least 90 % of the voting rights to which it was addressed, it can require the remaining holders to sell to it at an equitable price, and minority shareholders can require it to buy them out (art. 116, compulsory sale and purchase). For a company that is not listed, the OPA regime does not apply; it starts to matter the day its shares are admitted to trading.
OPI, IPO and stock market listing in Latin America
In Mexico, Colombia, Chile or Argentina, going public is usually called an initial public offering (OPI) or, directly, IPO. The acronyms OPV and OPS are mainly Spanish. The mechanics are the same: a primary tranche of new shares, equivalent to an OPS, and often a secondary tranche of shares from the partners, equivalent to an OPV, with a prospectus reviewed or registered by the local supervisor (CNBV in Mexico, Superintendencia Financiera in Colombia, CMF in Chile, CNV in Argentina).
The prospectus: when it is needed
In Spain, securities may only be offered to the public or admitted to a regulated market after publishing a prospectus in accordance with Regulation (EU) 2017/1129 (art. 35 of Ley 6/2023), approved by the CNMV. There are exemptions by type of investor, by number of recipients and by amount:
- Offers addressed only to qualified investors, whatever the amount.
- Offers addressed to fewer than 150 persons per Member State, excluding qualified investors.
- From 5 June 2026, offers of up to 12 M€ in 12 months, with each State able to set the threshold at 5 M€ (Regulation (EU) 2024/2809, of the Listing Act). The adaptation of Spanish law is pending according to the CNMV.
The prospectus approved in one Member State can be passported to the rest of the EU (arts. 24 and 25 of Regulation 2017/1129). The practical detail is in what the CNMV prospectus is and in the fact sheet for the Listing Act.
Recent examples in Spain
Three recent stock market listings appear in the CNMV prospectus register as combined offers, with a subscription tranche and a sale tranche, and with admission to the Madrid, Barcelona, Bilbao and Valencia stock exchanges:
| Company | Prospectus registration with the CNMV | Type of offer |
|---|---|---|
| Puig Brands, S.A. | 18 April 2024 | Combined, ordinary shares |
| HBX Group International plc | 30 January 2025 | Combined, ordinary shares |
| Cirsa Enterprises, S.A. | 1 July 2025 | Combined, ordinary shares |
According to that classification, none was a pure OPV: all three combined new shares and shares from existing shareholders.
OPV vs STO
An STO (security token offering) is an issuance of securities represented through distributed ledger technology, whose register is kept by an ERIR, the entity responsible for registration and record-keeping (art. 8 of Ley 6/2023 and Real Decreto 814/2023). The form of representation does not change the rules of the offer: if it is public and does not fit an exemption, the prospectus applies equally.
| Criterion | Classic OPV / OPS | STO |
|---|---|---|
| What is offered | Existing shares (OPV) or new shares (OPS), book-entry | Securities represented in a DLT-based registry |
| Where it is traded | Stock exchange or MTF, with organized trading | No listing by default; an organized secondary market requires a DLT pilot regime infrastructure (Regulation (EU) 2022/858) |
| Prospectus | Required in almost all cases | Same rules and same exemptions |
| Investor | General public: institutional and retail | Usually professional or issuer's network, depending on the offering |
The full comparison, with costs and timelines, is at IPO vs STO.
Decision criteria
An OPV or OPS makes sense with a size capable of absorbing the costs of the transaction and of life as a listed company. A STO fits limited raises with identified investors. Between both there are intermediate steps, such as BME Scaleup or BME Growth. Choose by amount, by target investor and by the obligations your structure can sustain: a public offering depends on market windows; a directed issuance, above all on your documentation and your investors.
Does your transaction aim at a public offering or a more limited issuance? Take the issuance diagnosis (2 min) or request a proposal.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
Frequently asked questions
What is an OPV?
A public offering of sale: one or more shareholders sell existing shares to the public. The money goes to the seller, not to the company. It usually requires a prospectus approved by the CNMV and is used in stock market listings, fund divestments and privatizations. In Latin America, stock market listing is more often called initial public offering (OPI) or IPO.
What is the difference between OPV and OPS?
In an OPV, existing shares are sold and the selling shareholders receive the proceeds. In an OPS, the company issues new shares and the proceeds go into its treasury as financing. Many stock market listings combine a sale tranche and a subscription tranche in the same transaction, such as those of Puig, HBX Group and Cirsa registered with the CNMV.
What is the difference between an OPV and an OPA?
They are opposite transactions. In an OPV, shareholders offer their shares to the market. In an OPA, a buyer offers to acquire the shares of a listed company from all its shareholders, normally to take control or delist it. OPV is used by those who want to sell or go public; OPA, by those who want to buy.
When is it mandatory to launch an OPA?
In Spain, whoever reaches control of a listed company must make an OPA for all its shares at an equitable price, according to article 108 of Ley 6/2023. There is control upon reaching 30 % of voting rights, or with less if more than half of the board is appointed (article 111). The development is in Real Decreto 1066/2007.
Does an STO need a prospectus like an OPV?
The rules are the same: if the offering is public and does not fit an exemption, it requires a prospectus, regardless of whether the securities are tokenized. From June 5, 2026, the European Prospectus Regulation exempts offerings of up to 12 million euros in 12 months, with a Member State option of 5 million and Spanish adaptation pending. Many STOs target professional investors.
