Quick answer: the EU Listing Act is a 2024 European legislative package designed to make it easier for companies to access capital markets and to lighten the burdens of listing. It matters for issuers of tokenised securities because it amends the Prospectus Regulation (EU) 2017/1129, the rule that determines when a public offer of securities requires a prospectus. The main changes are three. First, a new general prospectus-exemption threshold: offers whose total aggregated consideration in the EU does not exceed EUR 12 million per issuer over a twelve-month period are exempt, with the option for each Member State to apply a EUR 5 million threshold instead; at the same time, the former minimum threshold of EUR 1 million, below which the Regulation did not apply, is removed. Second, the fungibility threshold below which admission to trading of securities fungible with others already admitted is exempt from a prospectus rises from 20% to 30%. Third, two simplified prospectus formats are introduced, the “EU Follow-on” for secondary issuances and the “EU Growth issuance” for SMEs, replacing earlier regimes. Because a tokenised security is a security for all purposes, these rules apply to it just as they do to a security in traditional form. The application dates are staggered and some are very recent, so it is worth checking them case by case.
What the EU Listing Act is
The Listing Act is a set of measures adopted by the Council of the EU in October 2024 with the aim of making European public capital markets more attractive, especially for small and medium-sized enterprises. It is not a single rule but a package that reforms several texts, among them the Prospectus Regulation (EU) 2017/1129, the Market Abuse Regulation and the regulation of markets in financial instruments. The piece that most affects an offering is the prospectus reform, delivered through Regulation (EU) 2024/2809.
The underlying logic is to reduce the cost and complexity of raising capital on regulated markets without giving up investor protection. For an issuer of tokenised securities, this translates into less documentary friction in certain offer brackets and into lighter prospectus formats when a prospectus is in fact required.
The new prospectus-exemption regime
The key question for any issuer is: do I need a prospectus? The Listing Act reorders the answer. The general exemption threshold is set at EUR 12 million of total aggregated consideration in the EU per issuer or offeror, calculated over a twelve-month period; below that figure, the public offer does not require a prospectus under the Regulation. Each Member State may, by way of derogation, set that threshold at EUR 5 million. It is worth confirming which figure Spain has adopted before planning an offering, because the national choice directly affects the cost of the process.
A significant change in the opposite direction is the removal of the former minimum threshold of EUR 1 million. Until now, below that figure the Prospectus Regulation simply did not apply; with the reform, offers are counted from the first euro for the purposes of the new exemption threshold. This does not mean that every small offering becomes regulated overnight, but it does require each offer to be fitted within the new scheme rather than treated as exempt without further analysis.
The 30% fungibility threshold
For admission to trading on a regulated market of securities fungible with others already admitted, the threshold below which no prospectus is required rises from 20% to 30%, calculated over a twelve-month period. For an issuer that already has tokenised securities trading and wants to expand the issuance, this larger margin reduces the need to draw up a full prospectus for moderate increases.
Simplified prospectus: EU Follow-on and EU Growth issuance
When a prospectus is required, the Listing Act introduces lighter formats. The “EU Follow-on” prospectus is aimed at issuers whose securities have already been admitted to trading continuously for an extended period (around eighteen months) on a regulated market or an SME growth market; it replaces the earlier simplified regime for secondary issuances and is subject to length limits. The “EU Growth issuance” prospectus replaces the former EU Growth prospectus and is geared towards SMEs raising capital on these markets for the first time.
The common idea is to standardise the format, sequence and length of the document so as to make it cheaper to prepare. For a security token issuer that has already placed a first series and plans a second, the EU Follow-on may be the least costly way to document the new offer.
Application timetable: check the dates
The Listing Act has a staggered entry into force. The amendments to the Prospectus Regulation entered into force at the end of 2024, but several of the measures with the greatest practical impact apply later. According to the available information, the new EU Follow-on and EU Growth issuance prospectuses would apply from 5 March 2026, while the revised de minimis exemption regime and the new standards on format and length would apply from 5 June 2026. Given how recent these dates are, we recommend confirming the exact timetable and the national threshold figure in official sources before making structuring decisions.
What it means for an issuer of tokenised securities in Spain
The starting point does not change: if the token embeds rights characteristic of a transferable security, it is a financial instrument and falls outside MiCA under its Article 2(4). As a result, the offering is governed by the financial-instrument regime, in Spain delivered through Law 6/2023 (LMVSI), and by the Prospectus Regulation as amended by the Listing Act. The fact that the security is represented through distributed-ledger technology does not alter the rule: the exemptions, thresholds and prospectus formats apply just as they do to a traditional security. To place this distinction against other forms of fundraising, see our comparative analysis of STO versus ICO and IPO, and for the full Spanish framework, the article on the LMVSI and tokenisation.
In practice, the Listing Act widens the room for security token offerings without a full prospectus (up to the applicable threshold) and offers lighter formats when one is required. This can be particularly cost-saving for smaller offerings and for the expansion of already-listed series, two common scenarios in tokenisation projects.
Frequently asked questions
Does the Listing Act create a special regime for tokenised securities?
No. The Listing Act does not distinguish between traditional and tokenised securities. If the token is a financial instrument, the same prospectus rules apply to it as to any other security.
From what amount do I need a prospectus under the new regime?
The general exemption threshold is EUR 12 million per issuer over twelve months, unless the Member State opts for EUR 5 million. It is worth verifying the figure adopted in Spain before planning the offer.
What is the EU Follow-on prospectus?
It is a simplified prospectus for issuers whose securities have already been admitted to trading for an extended period, replacing the earlier secondary-issuance regime and subject to length limits.
Are all the changes already in force?
No. Entry into force is staggered: some measures applied in 2024 and others, such as the new prospectuses and the revised exemption regime, are scheduled for 2026. Verify the exact dates in official sources.
What this means for you
If you are planning a security token offering in Spain, the Listing Act improves the starting point: more room for prospectus exemption and lighter formats when one is needed. The practical recommendation is twofold. First, work out early whether your offer exceeds the applicable threshold (EUR 12 million, or EUR 5 million if Spain exercises the national option) so you know whether a prospectus is required. Second, since several measures apply on very recent 2026 dates, confirm the timetable in force before setting the offering schedule. And keep the anchor rule in sight: the security token is a financial instrument, so the Prospectus Regulation as amended by the Listing Act applies to it in full.
This content is for information purposes only and does not constitute legal, financial or tax advice. The EU Listing Act applies on a staggered basis and some dates and thresholds may be subject to transposition or national options. Before undertaking an offering of tokenised securities, consult professional advisers and verify the rules in force.
Sources: Regulation (EU) 2024/2809 amending Regulations (EU) 2017/1129, (EU) 596/2014 and (EU) 600/2014, the EU Listing Act (CELEX 32024R2809); Regulation (EU) 2017/1129 on the prospectus (CELEX 32017R1129); Regulation (EU) 2023/1114 on markets in crypto-assets, MiCA, Art. 2(4) (CELEX 32023R1114); Law 6/2023 of 17 March on Securities Markets and Investment Services (BOE-A-2023-7053).
.webp)
.webp)
.png)
.webp)
.webp)
.webp)
.webp)
.webp)
.webp)
.webp)
.webp)
.webp)
%20(1).webp)
.webp)
.webp)
.webp)
.png)
.png)
.png)
