How is a prospectus approved and published, and how is it used in other Member States?

A prospectus, or each of its parts, may not be published until the home Member State's competent authority has approved it. Where Cyprus is home, CySEC approves; every Member State has its own single competent authority. Approval is the positive outcome of scrutiny of the completeness, consistency and comprehensibility of the information; since 4 December 2024 the Regulation says expressly that it does not concern accuracy.

The authority gives its decision within 10 working days of receiving the draft, or 20 where the offer involves an issuer with nothing on a regulated market that has never offered securities to the public; the 20 days apply to the first submission only. If the draft falls short, the authority says so within the same limit and specifies the changes, and the 10 days run again from the revised draft. Frequent issuers' prospectuses in separate documents get 5 working days, and share EU Follow-on prospectuses within their 50-page limit get 7, on five working days' notice, except on a move up from an SME growth market. A missed deadline never counts as approval, and the issuer may appeal to a tribunal against the failure to decide. Since 4 December 2024 the authority must also give the issuer and ESMA its reasons. Since 16 August 2026 scrutiny as a whole must end within 90 working days, or 100 for SMEs, extendable by up to 30 at the issuer's written request.

The authority notifies ESMA of each approved prospectus and supplement as soon as possible, and at the latest by the end of the first working day after notifying the issuer, sending an electronic copy.

Once approved, the prospectus must be made public a reasonable time before, and at the latest at the start of, the offer or admission. The exam material says that when a class of shares is offered in an initial public offer and listed for the first time on a regulated market, publication must come six working days or more before the end of the offer. Since 4 December 2024 the Regulation requires at least three working days.

A prospectus is available when published electronically on the website of the issuer, offeror or applicant, of the intermediaries placing or selling the securities, or of the regulated market (or MTF operator). Access must be free, with no registration, disclaimer or fee. Since 4 December 2024 investors may ask for a free electronic copy; the old right to a paper copy has gone. The home authority's website carries every approved prospectus, or at minimum a hyperlinked list, and shows the host Member States notified; ESMA keeps every prospectus it receives in a free, searchable storage mechanism. Approved prospectuses stay publicly available electronically for at least 10 years after publication. Since 10 July 2026 they also go to the competent authority for the European single access point.

Where a prospectus is required, every advertisement for the offer or admission must tell readers where they can obtain it, as it has been or will be published. It must be clearly recognisable as an advertisement, accurate and not misleading, and in line with the prospectus, or with what the prospectus must contain if it is not yet out. Other oral or written information on the offer must also be consistent with it, and material information given to selected investors must go into the prospectus or a supplement. The authority of the Member State where the advertisements circulate checks compliance.

A prospectus and its supplements approved by the home authority are valid in as many host Member States as the issuer wishes, once ESMA and each host authority are notified. At the issuer's request the home authority sends each host authority a certificate of approval and an electronic copy, within one working day of the request (or of approval, if the request came with the draft), and tells ESMA at the same time; no fee is charged. Host authorities may not run any approval or administrative procedure of their own. The home authority supervises, while host authorities keep limited roles such as policing advertisements in their territory and precautionary measures. The market calls this passporting; a UCITS markets its units abroad through a similar notification route (How does a UCITS market its units in other EU countries?).

A third-country issuer that uses a prospectus drawn up under the Regulation for a public offer or admission in the Union must have it approved by the authority of its home Member State, which then supervises the prospectus and the issuer.

The exam material says the home authority may approve a prospectus drawn up under a third country's own law if that law's information requirements are equivalent and cooperation arrangements exist with the third country's supervisors. Since 4 December 2024 the home authority no longer approves such a prospectus. It may be used only if the Commission has adopted an implementing act finding the third country's rules equivalent, the issuer has filed it with the home authority with written confirmation that a third-country supervisor approved it, it meets the Regulation's language rules, advertisements in the Union meet the advertising rules, and the home authority or ESMA has cooperation arrangements with that supervisor.