IPO
Public offers (OPV/OPS) and admission to trading
“In an IPO, the prospectus is the central document: it describes the issuer, the securities and the risks, and the liability of directors and offerors depends on its accuracy.”
Prospectus Approval by the CNMV: The Key Document for Offering Securities
We draft your prospectus and take it through approval by the CNMV: analysis of whether a prospectus is required and which exemptions apply, structure (registration document, securities note and summary), base prospectus, liability regime and adaptation to the Listing Act reform.
Free consultation
We reply within 24 h
- Prospectus validity
- 12 months
- CNMV review period
- 10 business days
- Exemption by number of investors
- 150 investors
- Exemption by denomination per unit
- €100,000
Services
How we handle your prospectus
Six building blocks that turn a public offer or an admission to trading into a robust, complete prospectus the CNMV can approve.
Assessment
Does your offer need a prospectus or is it exempt?
We analyze whether the transaction requires a prospectus to be published or qualifies for an exemption (qualified investors, fewer than 150 recipients, a €100,000 ticket or the Listing Act threshold). It is the decision that shapes the whole process.
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Regulation 2017/1129ExemptionsPublic offerAdmission
Filing
Drafting and approval by the CNMV
We draft the prospectus in line with the annexes to Delegated Regulation (EU) 2019/980, prepare the supporting documentation and handle requests for information until the CNMV approves it.
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CNMVAnnexes 2019/980Requests for information
Structure
Registration document, securities note and summary
We structure the prospectus in its separate parts (registration document, securities note and summary) or as a single document, ensuring consistency between the issuer, the securities and the risks.
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RD + SNSummary
Programs
Base prospectus and fixed-income issues
For recurring bond and commercial paper programs, we design the base prospectus, valid for 12 months, and handle the filing of the final terms for each issue.
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Base prospectusFinal terms
Liability
Prospectus liability regime
The prospectus is the main source of civil and criminal liability for inaccuracies. We define the persons responsible, the risk factors and the verification of information to safeguard the transaction.
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Persons responsibleRisk factors
Tokenization
Prospectuses for security token issues
When the token is a financial instrument, the issue requires a prospectus (or an exemption) under the same regime. We structure the offer and the registration through the ERIR (the registration entity provided for in Law 6/2023).
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Security tokenERIR
Transactions
A different prospectus for every market transaction
IPOs (OPV/OPS), capital increases, bond issues or commercial paper programs, and securities tokenization: each transaction has its own prospectus, its own content and its own requirements.
Capital increase
Capital increases and new shares
“A capital increase with an offer to the public usually requires a prospectus, unless an exemption applies. Getting the classification right from the start avoids redoing documentation and delays.”
Fixed income
Bonds, commercial paper and base prospectus
“For recurring fixed-income programs, a base prospectus with final terms lets you issue for 12 months without redoing the whole document for each transaction.”
Tokenization
Security tokens and digital instruments
“If the token represents a financial instrument, the offer follows the securities market prospectus regime, not the crypto-asset regime. Misclassifying the asset is the most expensive mistake.”
Why it matters
Why is the prospectus so critical?
Offering securities without a prospectus when one is required, publishing a prospectus with inaccuracies or misapplying an exemption can lead to CNMV sanctions, civil and criminal liability and the nullity of the transaction.
The most common mistake: assuming the offer is exempt without documenting why. When the CNMV or an investor challenges the exemption, the transaction is already under way and correcting it is very costly.
The CNMV reviews consistency, not just form: if the registration document, the securities note, the risk factors and the financial statements do not fit together, the prospectus is not approved and requests for information multiply.
The prospectus defines who is liable: the issuer, directors, offeror and guarantor can be liable for inaccuracies. That is why the persons responsible and the risk factors cannot be improvised.
Very serious infringement
Offer without a prospectus
Making a public offer or admitting securities to trading without an approved prospectus, when one is required, is an infringement supervised by the CNMV.
Liability
Civil and criminal
The prospectus is the main source of claims for inaccuracies or false statements. The financial information and the risks must be rigorously verified.
Transaction risk
Blocked / delayed
An inconsistent or incomplete prospectus delays the placement, makes the transaction more expensive and can jeopardize the issue’s market window.
Does your offer need a prospectus or is it exempt?
Before launching the transaction, you should confirm whether a prospectus is required, which exemption applies, what type of prospectus you need and how to secure the liability regime and the risk factors.
Frequently asked questions
Prospectus approval: common questions
What is a prospectus?
A prospectus is the document that must be published when securities are offered to the public or their admission to trading on a regulated market is sought, under Regulation (EU) 2017/1129. It is the core document in capital increases, IPOs and bond issues.
It contains the information investors need to assess the issuer, the securities and the risks of the investment. Its approval by the CNMV is a prerequisite for its publication and for the offer.
When is publishing a prospectus mandatory?
As a general rule, when there is a public offer of securities or an admission to trading on a regulated market. The obligation applies unless the transaction qualifies for one of the exemptions provided for in the legislation.
The common mistake is to assume that a funding round “is not a public offer” without documenting it. Putting in writing why the transaction falls outside the requirement and which exemption applies protects it against the CNMV and future investors.
Which exemptions allow you to offer securities without a prospectus?
The most common exemptions under Regulation (EU) 2017/1129, as amended by the Listing Act, are:
- Offers addressed solely to qualified investors.
- Offers to fewer than 150 non-qualified investors per Member State.
- Securities with a minimum consideration or denomination per unit of at least €100,000.
- Offers below the exemption threshold, which the Listing Act raises to €12 million (calculated over 12 months).
Each exemption has its own conditions and different consequences; you should choose and document it before you start placing the securities.
What is the structure of a prospectus and what are its parts?
A prospectus can be drawn up as a single document or split into three parts:
- Registration document (information on the issuer).
- Securities note (information on the securities offered).
- Summary (key information for investors).
There are also the Universal Registration Document (URD) for frequent issuers, the base prospectus for fixed-income programs and the EU Growth prospectus for SMEs.
Who approves the prospectus and how long does it take?
In Spain, it is approved by the CNMV. Regulation (EU) 2017/1129 sets a review period of 10 business days from the submission of each draft, extended to 20 business days for issuers offering securities to the public for the first time.
In practice, the whole process takes longer because each CNMV request for information restarts the clock. The quality of the initial draft is what shortens real timelines the most.
How long is a prospectus valid once approved?
A prospectus is valid for 12 months from its approval, provided it is completed by any required supplements. The base prospectus follows the same 12-month rule.
If a significant new factor or a material mistake arises before the offer closes, a supplement must be published under Article 23 of the Regulation, which may trigger the investor’s right of withdrawal.
Who is liable for the content of the prospectus?
The prospectus must identify the persons responsible for its content: typically the issuer and its directors, the offeror and, where applicable, the guarantor.
The prospectus is the main source of civil and criminal liability in market transactions for inaccuracies or false statements. Hence the importance of verifying the information and drafting the risk factors rigorously.
How does the Listing Act affect the prospectus?
Regulation (EU) 2024/2809 (Listing Act) amends the prospectus regime to make it easier for companies to access capital markets. Some of its provisions have been in force since December 4, 2024.
- It broadens the public offers and admissions that are exempt from the prospectus requirement.
- It raises the exemption threshold to €12 million.
- It introduces a simplified document that replaces the prospectus in certain issues of fungible securities by companies that are already listed.
Designing the transaction with these changes in mind can save time and documentation costs.
People also ask
Prospectus: EU passport, summary, SMEs and exemptions
Is a prospectus approved in Spain valid in the rest of the EU?
Yes. A prospectus approved by the CNMV is valid for offers and admissions in any State of the European Economic Area through the prospectus passport: a notification to the host authority is enough, with no need for a new approval.
What is the summary and what are its limits?
It is the summary of the prospectus, designed for retail investors. Its maximum length is limited by the Regulation and its content is prescribed (key information on the issuer, the securities and the risks). It cannot be used to update information on the issuer: that is what the supplement is for.
Is there a simpler prospectus for SMEs?
Yes. The EU Growth prospectus is a lighter format for SMEs and smaller companies accessing the markets, with content proportionate to their size. The Listing Act has reorganized these simplified formats.
What is the difference between an offer prospectus and an admission prospectus?
An offer prospectus is required when securities are offered to the public; an admission prospectus, when their admission to trading on a regulated market is sought. A single transaction may require both approaches in one document.
What is a base prospectus and what is it used for?
It is the prospectus used in recurring issuance programs of fixed-income securities (bonds, commercial paper, warrants). It is valid for 12 months and allows several issues by filing only the final terms of each one, without redoing the whole document.
Can I get a prospectus approved even if the offer is exempt?
Yes. Even if the transaction does not require a prospectus, the issuer can voluntarily apply to the CNMV for its approval (for example, to obtain the EU passport). It is a strategic decision best assessed in light of the investors you are targeting.
Cost and types of prospectus
How much does a prospectus cost? Types and comparison
There is no single fee: the cost depends on the type of transaction, the prospectus format and the complexity of the information to be verified. We help you size it before you start.
What drives the cost of a prospectus
The cost of drafting a prospectus and getting it approved combines legal and financial advice, due diligence and verification of the information, and the competent authority’s fees.
- Type of transaction
- An IPO is not the same as a bond issue or a limited capital increase.
- Prospectus format
- Full prospectus, base prospectus, URD or EU Growth prospectus for SMEs.
- Information to be verified
- Financial statements, risk factors, material contracts and related-party transactions.
- Fees and third parties
- CNMV fees, audit, rating agency and placement entities, depending on the transaction.
How we approach the fee estimate
Before agreeing on fees, we settle the regulatory scoping and the real scope of the transaction. That way you avoid paying for work you do not need and get a realistic estimate of effort and timelines.
- Assessment of the transaction and of whether it requires a prospectus or qualifies for an exemption.
- Phased proposal: structure, drafting of the prospectus and handling of the CNMV process.
- Timeline estimate tailored to your case, not generic templates.
| Type | Full prospectus | Base prospectus | EU Growth prospectus | Exemption document |
|---|---|---|---|---|
| When it is used | OPV/OPS, IPOs, capital increases | Recurring fixed-income programs | SMEs and smaller issuers | Issuer already listed / exempt cases |
| Structure | RD + securities note + summary (or single document) | Base prospectus + final terms | Lighter, proportionate format | Short standardized document |
| Validity | 12 months | 12 months | 12 months | Specific to the transaction |
| CNMV approval | Yes | Yes | Yes | No (published and notified) |
| EU passport | Yes | Yes | Yes | Not applicable |
| Typical case | Company going public | Frequent issuer of bonds/commercial paper | SME on a growth market | Fungible issue by a listed company (Listing Act) |
Indicative table for comparison purposes. The exact format and whether or not a prospectus is required depend on the specific transaction and the securities offered; they should be validated case by case before starting the filing.
Practical guide
How to prepare a prospectus: a practical guide
A prospectus is not just a document: it is an information system that must show consistency between the issuer, the securities, the risks and the financial statements. The key is to build it so that it withstands the CNMV’s review and shields those who sign it from liability.
First: prospectus or exemption?
Before drafting anything, you need to confirm whether the transaction requires a prospectus or qualifies for an exemption (qualified investors, fewer than 150 investors, €100,000 or the Listing Act threshold). That decision shapes the whole process and must be documented.
What the CNMV checks most
The registration document, the securities note, the risk factors and the financial statements must fit together without contradictions. Inconsistency between the parts is the most common cause of requests for information and of delays in approval.
Signing is not a formality
Identifying the persons responsible, verifying the information and drafting the risk factors rigorously is what protects the issuer, the directors and the offeror against future claims for inaccuracies.
Prospectus checklist: preparation in 10 steps
- Scoping: confirm whether the transaction requires a prospectus or qualifies for an exemption, and document it.
- Type of prospectus: choose between a full prospectus, base prospectus, URD or EU Growth prospectus.
- Structure: decide whether it will be a single document or a tripartite one (registration document + securities note + summary).
- Issuer information: financial statements, corporate governance, related-party transactions and material contracts.
- Securities information: features, rights, terms of the offer and use of proceeds.
- Risk factors: specific, ranked by materiality and consistent with the rest of the prospectus.
- Summary: within the length limits and the prescribed content.
- Persons responsible: identification and responsibility statement on the content.
- Filing with the CNMV: draft, handling of requests for information and, where applicable, supplements (Art. 23).
- Publication and passport: dissemination of the approved prospectus and EU notification if the offer is cross-border.
If you want to structure your prospectus from scratch or review the status of an ongoing transaction, see our securities market regulation practice area or our CNMV procedures section.
The prospectus step by step
Prospectus approval by the CNMV: from the transaction to the approved document
An effective prospectus is not a nicely written text: it is a set of consistent decisions (scoping and exemptions, structure, risk factors, liability and publication) backed by verified information. Here is a visual panel to understand how it works in practice.
1) ScopingScoping: decide first, then draft
The goal is not “to draft the prospectus as soon as possible”: it is to establish whether the transaction requires one, which type and whether an exemption applies. That decision shapes the entire document.
- Public offer or admission to trading?
- Exemptions: qualified investors, 150 investors, €100,000, €12 million
- Type of prospectus suited to the transaction
2) StructureStructure: consistency between the parts
The CNMV reviews consistency. The registration document, securities note, summary and financial statements must fit together without internal contradictions.
- Registration document (issuer)
- Securities note (securities offered)
- Summary within the limits
3) RiskRisk factors: the most neglected part
Generic or copied risks trigger requests for information and weaken the prospectus. They must be specific, ranked by materiality and verifiable.
- Risks specific to the issuer and the securities
- Ranked by materiality
- Consistency with the rest of the prospectus
4) ApprovalApproval, publication and supplements
After the CNMV’s review and the handling of requests for information come approval, publication and, if a new factor arises, the Article 23 supplement before the offer closes.
Tip: the quality of the first draft is what shortens real timelines the most; each request for information restarts the review clock.
Quick decisionPractical map: which document does your transaction need?
IPO
Full prospectus approved by the CNMV: registration document, securities note and summary.
Recurring fixed income
Base prospectus valid for 12 months, with the final terms filed for each issue.
Exempt offer
No prospectus, but documenting the applicable exemption and, where appropriate, publishing the simplified document.
Prospectus playbook
The prospectus in practice
Scoping and exemption
Reasoned analysis of whether the transaction requires a prospectus or qualifies for an exemption, and of which type of prospectus applies.
Scoping memo, description of the offer and documented applicable exemption.
Registration document
Complete, consistent information on the issuer: business, governance, financial statements and related-party transactions.
Audited financial statements, organization chart, material contracts and expert reports.
Securities note
Description of the securities, rights, terms of the offer, use of proceeds and placement.
Terms of the issue, corporate resolutions and underwriting or placement agreements.
Risk factors
Risks specific to the issuer and the securities, ranked by materiality and free of generic “boilerplate”.
Risk matrix, supporting documents for each risk and traceability to the financial statements.
Liability
Identification of the persons responsible and responsibility statement on the content of the prospectus.
Responsibility statement, resolutions of the governing bodies and verification of the information.
Common mistakes that delay or block a prospectus
Spot them before filing the document to avoid costly requests for information.
- Assuming the offer is exempt without documenting the scoping or the applicable exemption.
- Generic, copied or poorly ordered risk factors, with no support in the financial statements.
- Inconsistencies between the registration document, the securities note and the financial statements.
- A summary that exceeds the limits or includes information that is not allowed.
- Failing to plan for a supplement when new factors arise during the offer.
Working glossary
Key prospectus concepts
If you are preparing a prospectus, these terms appear in the document, in your dealings with the CNMV and in EU legislation. Understanding them well helps you structure a consistent transaction.
ProspectusBasics
Offer and admission prospectus
Document required when securities are offered to the public or admitted to trading on a regulated market. It must be approved by the CNMV before it is published.
Governed by: Regulation (EU) 2017/1129.
RDStructure
Registration document
Part of the prospectus containing the information on the issuer: business, financial position, corporate governance and outlook.
Annexes to Delegated Regulation (EU) 2019/980.
SNStructure
Securities note
Part of the prospectus focused on the securities offered: features, rights, terms of the offer and use of proceeds.
It does not update issuer information: that is what the supplement is for.
SummaryInvestor
Prospectus summary
Short summary of the prospectus, with prescribed content and a maximum length, geared to the retail investor’s decision.
Article 7 of Regulation (EU) 2017/1129.
URDFrequent issuer
Universal Registration Document
Document that a frequent issuer can keep updated every year and reuse as part of several prospectuses, speeding up future issues.
It allows faster procedures with the CNMV.
Base prospectusFixed income
Issuance programs
Prospectus for recurring programs (bonds, commercial paper, warrants) valid for 12 months; each issue is completed with its final terms.
Validity: 12 months from approval.
EU GrowthSMEs
EU Growth prospectus
Lighter, proportionate format for SMEs and smaller issuers accessing capital markets.
Reorganized by the Listing Act (Reg. (EU) 2024/2809).
SupplementUpdate
Prospectus supplement
Document that updates the prospectus when a significant new factor or a material mistake arises before the offer closes. It may trigger the investor’s right of withdrawal.
Article 23 of Regulation (EU) 2017/1129.
Listing ActReform
Regulation (EU) 2024/2809
Reform that simplifies the prospectus regime, broadens exemptions, raises the threshold to €12 million and introduces a document that replaces the prospectus in certain issues by listed companies.
Partly in force since December 4, 2024.
Contact
Book a call
Tell us about your transaction and we will explain whether you need a prospectus or qualify for an exemption, which type of prospectus suits you and how to structure it for a smooth process with the CNMV.
Prospectus regulatory framework: Regulation (EU) 2017/1129 and the Listing Act
In the European Union, the prospectus for offers and admissions of securities is governed by Regulation (EU) 2017/1129 of June 14, 2017, which repealed Directive 2003/71/EC and has applied since July 21, 2019. Its content and format are developed in Delegated Regulation (EU) 2019/980 (templates and annexes) and Delegated Regulation (EU) 2019/979. In Spain, the framework is completed by Law 6/2023 on Securities Markets and Investment Services (LMVSI), and the competent authority for approving the prospectus is the CNMV.
When a prospectus is required, and exemptions
A prospectus is mandatory when securities are offered to the public or admitted to trading on a regulated market, unless an exemption applies. Common exemptions include offers addressed only to qualified investors, offers to fewer than 150 non-qualified investors per State, offers with a consideration or denomination of at least €100,000, and offers below the exemption threshold, which the Listing Act raises to €12 million calculated over 12 months.
Structure, validity and supplements
A prospectus can be a single document or a tripartite one (registration document, securities note and summary), and there are formats such as the Universal Registration Document, the base prospectus for fixed-income programs and the EU Growth prospectus for SMEs. It is valid for 12 months from approval and, if significant new factors arise, a supplement must be published under Article 23 of the Regulation.
The Listing Act (Regulation (EU) 2024/2809)
Regulation (EU) 2024/2809, known as the Listing Act, amends the Prospectus Regulation (as well as the Market Abuse Regulation (MAR) and the Markets in Financial Instruments Regulation (MiFIR)) to make capital markets more attractive. Some of its provisions have been in force since December 4, 2024: it broadens the cases exempt from a prospectus, raises thresholds and introduces a simplified document for fungible issues by companies that are already listed.
Prospectus liability
The prospectus is the main source of civil and criminal liability in market transactions for inaccuracies or false statements. It must identify the persons responsible (issuer, directors, offeror and, where applicable, guarantor) and accurately reflect the risk factors and the verified financial information.
Securities market services
Related areas
Resources and blog
Official sources
Key legislation, linked to the official text:
- Regulation (EU) 2017/1129 of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to tradingEUR-Lex · Official Journal of the EU
- Law 6/2023 of March 17 on Securities Markets and Investment ServicesBOE · consolidated text
- Regulation (EU) 2024/2809 of October 23, 2024 amending Regulation (EU) 2017/1129 and other regulationsEUR-Lex · Official Journal of the EU
Legislation and links reviewed in .