The prospectus threshold has been harmonised and increased: what changes as of 5 June 2026

Since 5 June 2026, new rules apply to public offerings of securities within the European Union. With the EU Listing Act, the prospectus threshold has been harmonised and increased to EUR 12 million. 

Thanks to this higher threshold, companies can raise more capital without the need to prepare and obtain approval for a prospectus. This represents a significant simplification, particularly for SMEs.

What is the prospectus threshold?

Any company wishing to offer securities to the public is, in principle, required to prepare a prospectus once a certain value threshold is exceeded.¹ The prospectus must be submitted to the FSMA² for approval.

Previously, EU Member States were allowed to set their own threshold between EUR 1 million and EUR 8 million, but this created additional complexity for cross-border transactions.³

Since 5 June 2026, a new uniform prospectus threshold of EUR 12 million applies throughout the European Union.

When calculating this threshold, account must be taken of the aggregate consideration of all ongoing offers of securities made by the issuer during the twelve months preceding the launch of a new offer. All types and classes of securities offered must be aggregated. Importantly, the calculation is based on the amounts offered rather than the amounts ultimately raised.

Member States were also given the option to lower this threshold to a minimum of EUR 5 million, but Belgium chose not to make use of this possibility.⁴

Does your offering now fall below the threshold?

An exemption from the prospectus requirement does not mean that there are no longer any disclosure obligations in Belgium when offering securities to the public. Pursuant to the Belgian Prospectus Act of 2018, an issuer may still be required to publish an information note for offers with an aggregate consideration of less than or equal to EUR 8 million (also calculated over a period of 12 months).⁵

Furthermore, other investment instruments that do not qualify as securities but exceed the EUR 12 million threshold may also fall within the scope of these disclosure requirements.

It is expected that these conditions of application will be amended to bridge the gap between the two thresholds, namely EUR 8 million under the Prospectus Act and EUR 12 million under the EU Listing Act.

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