ESMA · ESMA_QA_914 Published Answer Updated

Use of the term “prospectus” (Updated 09/09/2026)

Regulation
Prospectus Regulation 2017/1129
Topic
Public offer
Submitted
2019-07-12
Answered
2026-09-09

Question

May an issuer call a document a “Prospectus” when the document does not fulfill the requirements set out in the Prospectus Regulation? For example, if an issuer is exempt from having to produce a prospectus, but decides to prepare a document with an explanation of the securities to be offered may this document be called a prospectus? (Updated 09/09/2026)

Answer

ESMA recommends that issuers do not use the term “prospectus” for documents that have not been approved according to: the Prospectus Regulation; other EU legislation where the term “prospectus” is used; or any national legislation within a Member State. If issuers use this term, they are encouraged to provide a clear statement in the document indicating that it has not been approved in accordance with Prospectus Regulation (EU) 2017/1129. Otherwise the use of the term “prospectus” could be misleading . (Updated answer 09/09/2026)   12/07/2019 Subject Matter: Use of the term “prospectus” Question: May an issuer call a document a “Prospectus” when the document does not fulfill the requirements set out in the Prospectus Regulation? For example, if an issuer is exempt from having to produce a prospectus, but decides to prepare a document with an explanation of the securities to be offered may this document be called a prospectus? Answer: [ESMA 31-62-1258 Prospectuses  Q&A nr 14.2] ESMA recommends issuers not to use the term “prospectus” for documents that have not been approved according to: the Prospectus Regulation; other EU legislation where the term “prospectus” is used; or any national legislation within a Member State. If issuers use this term, they are encouraged to provide a clear statement in the document indicating that it has not been approved in accordance with Prospectus Regulation (EU) 2017/1129. Otherwise the use of the term “prospectus” could be misleading.

This Q&A is published by European Securities and Markets Authority and is non-binding. It does not constitute legal advice. Updated weekly from official ESA sources.

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