When a prospectus is required and what exemptions exist

The general rule, and what counts as a public offer

Every public offer of securities and every admission to trading on a regulated market requires a prospectus approved by the competent authority. In Spain, the CNMV.

Before looking at exemptions, one concept has to be settled. A public offer is any communication addressed to persons, in any form and by any means, presenting sufficient information on the terms of the offer and on the securities offered to enable an investor to decide to acquire them.

The exemptions

The exemptions do not simply stack. Each has its own calculation and its own conditions, and combining them badly is one of the usual ways of losing the exemption without noticing.

The amount threshold, which decides almost every case

It is the exemption that makes financing small and medium-sized companies through their community possible, and the one that deserves most attention because it is in transition.

The threshold in force in Spain has been eight million euros calculated over twelve months. The Listing Act raises the general exemption threshold to twelve million per issuer over twelve months, with the option for member states to set it at five. The relevant provisions apply from 5 June 2026, and the Spanish rules require adaptation and an express choice.

The twelve-month calculation, the most expensive mistake

The threshold does not apply to an isolated offer. It applies to the total aggregate amount offered by the same issuer over a period of twelve months. This creates a problem companies discover late, almost always when they are already running two processes at once.

A company prepares an equity round and, in parallel, a debt issuance aimed at its community. Each transaction, separately, is below the threshold. Added together, they are not. The exemption is lost for the second one, which then requires a prospectus.

Four practical rules:

• The calculation is per issuer. A different issuer opens a different calculation, with the caveat that the supervisor may look at the economic substance when the separation is artificial.
• The period is rolling. It is not twelve calendar months or a financial year: it is the twelve months before each offer.
• Offers to qualified investors only do not count for the purposes of this exemption, because they rely on a different one. It is worth confirming case by case.
• The order matters. If two transactions do not fit together, it is often enough to separate them in time or to reconfigure the offerees of one of them.

Exempt from the prospectus is not exempt from everything

This is the second most frequent confusion and the one that creates most risk, because it produces a false sense of lightness.

The exemption removes a prior administrative control. It does not remove the duty to inform truthfully or the liability for failing to do so. What happens in practice is that the control moves: instead of the CNMV reviewing it beforehand, it is reviewed by an authorised entity that answers for its review.

If a prospectus is required: what it involves

The prospectus stops being an obstacle and becomes a reasonable investment when the transaction passes a certain size or when the company expects to issue on a recurring basis. Below a few million and for an isolated transaction, the cost and the calendar rarely justify themselves against resizing the offer.

The alternative regime: crowdfunding

There is another route that avoids the prospectus by a path of its own: the European crowdfunding regulation, up to five million euros per project owner over twelve months. It is not an exemption within the prospectus regime, it is a different regime, with two strict conditions.

• The transaction has to be channelled through an authorised crowdfunding service provider.
• The information document is the key investment information sheet, with its own format and its own limits.

The choice between one route and the other comes down to three factors: whether you want transferable securities, whether the amount fits within five million, and whether you prefer to depend on an authorised platform or to structure an issuance of your own.

Decision tree

• 1. Is the offer addressed only to qualified investors? Yes: exempt, with no amount limit.
• 2. To fewer than 150 non-qualified investors per member state? Yes: exempt.
• 3. A minimum ticket of €100,000 per investor? Yes: exempt.
• 4. Is the twelve-month aggregate below the threshold in force? Yes: exempt, with an authorised entity and an information document.
• 5. Can you resize, reorder in time or change the offerees to fit one of the above? Yes: redesign. No: a prospectus approved by the CNMV.

Six things to check before sizing

• The threshold in force on the launch date, confirmed with your law firm.
• An inventory of all the issuer's offers in the previous twelve months and the following twelve, with amounts and dates.
• The profile of the offerees and how many are qualified.
• The minimum ticket planned and its effect on the available exemptions.
• The authorised entity that will intervene, identified and available in the calendar.
• The content of the information document and who drafts it.

Settling these six points costs one meeting. Not settling them costs, in the worst case, redoing the transaction with the investor community already called.

Updated 16 Sep 2026. This article is for general information and does not constitute legal or financial advice. The specific terms of each transaction depend on its structure and should be reviewed with professional advice.