Recital 7
(7) For small offers of securities to the public, the costs of producing a prospectus might be disproportionate in relation to the total consideration of the offer. Regulation (EU) 2017/1129 does not apply to offers of securities to the public with a total consideration in the Union of less than EUR 1 000 000. In addition, in view of the varying sizes of financial markets across the Union, Member States are able to exempt offers of securities to the public from the obligation to publish a prospectus where such offers have a total consideration below a certain threshold, which Member States are able to set between EUR 1 000 000 and EUR 8 000 000. Certain Member States have made use of that possibility, which has resulted in different exemption thresholds, creating complexity and a lack of clarity for both issuers and investors. In order to reduce complexity under Regulation (EU) 2017/1129 and to foster legal clarity, the lower threshold of EUR 1 000 000, below which that Regulation does not apply, should be removed.
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Source: EUR-Lex (Cellar) · retrieved 2026-10-17 · Text as adopted (Official Journal); later amendments are not incorporated in this text.