Qualified investor

When a company wants to sell securities to the public, it normally has to publish a prospectus: a long, supervised document setting out all the risks. But if the offer is aimed only at very experienced investors, the law relaxes that requirement, on the basis that those investors can protect themselves.

A qualified investor is precisely that kind of experienced investor. Targeting an offer only at qualified investors usually allows it to be launched without a prospectus, which makes it faster and cheaper, although it reaches a smaller audience.

A qualified investor is a concept from the Prospectus Regulation (EU) 2017/1129 which, in its Article 2, refers directly to the definition of professional client and eligible counterparty in Annex II of Directive 2014/65/EU (MiFID II). In practice, the qualified investor coincides with the professional: it is not a separate third category, but the same profile seen from the perspective of the securities-offering regime.

Its relevance is essentially one of exemption: offers addressed solely to qualified investors are, as a general rule, exempt from the obligation to publish a prospectus (Regulation (EU) 2017/1129, Art. 1). This exemption coexists with others, such as an offer addressed to fewer than 150 persons per Member State other than qualified investors, a minimum ticket of 100,000 euros per investor, or falling below the offer-size exemption threshold. In Spain, the regime is completed by Law 6/2023 (LMVSI, BOE-A-2023-7053).

In tokenisation, the concept only applies when the token is a financial instrument: a security token is governed by MiFID II and the Prospectus Regulation, whereas crypto-assets subject to MiCA (Regulation (EU) 2023/1114) are documented through a white paper and fall outside this regime. That is why targeting an STO only at qualified investors is a common lever for avoiding a prospectus. We detail this in retail vs professional investors in security tokens.