An issuer, which publicly offers securities or intends to apply for admission to a regulated market of the Vienna Stock Exchange must prepare a comprehensive securities prospectus containing key information on the issuer and the securities to be issued. In line with the legal provisions contained in Regulation (EU) 2017/1129 and the Austrian Capital Market Act 2019 (KMG 2019; Kapitalmarktgesetz 2019), the Financial Market Authority checks these securities prospectuses for completeness, coherence and comprehensibility.
Important information about checking of prospectuses can be found here.
Approval by the FMA
A securities prospectus must be approved by the FMA’s prospectus approval unit and must be published in a legally valid way. The securities prospectus may be designed as either single-part or multi-part. Similarly, supplements to previously approved securities prospectuses also require approval by the FMA. Such supplements must be prepared by the issuer when important new facts occur or original inaccuracies are discovered between the approval of the prospectus and the final closure of the public offering or, if it occurs later, the opening of trading on a regulated market.
The FMA is responsible for scrutinising and approving prospectuses and supplements of any public offering of securities or their admission to trading on a regulated market of Wiener Börse AG. In addition the FMA is also responsible for the approval of a universal registration document, which allows issuers making frequent use of the capital markets to obtain the status of frequent issuers thereby permitting the time frame for prospectus approval to be shortened from ten banking days to five. Provided that the offering of securities does not exceed a total value of EUR 5 million within twelve months, a simplified prospectus may be drawn up pursuant to Annex D KMG 2019.
The correctness of the information in a securities prospectus is not the subject of the FMA’s legal checking. The respective issuer assumes liability for the correctness of the information listed in a securities prospectus.
Investments
The approval of investment prospectuses is not the FMA’s responsibility, but it performed by qualified prospectus auditors.
However, the ex ante notification obligation under Article 8 para. 3 KMG is to be observed – the FMA is required to be notified through the e-mail address [email protected] in advance about how the publication is occurring and where the prospectus will be available.
Current news
Following the amendment of the Capital Market Act 2019 (KMG 2019; Kapitalmarktgesetz 2019) published in Federal Law Gazette I No. 27/2026, with effect from 01.01.2027, competence is transferred to the FMA for the approval of investment prospectuses as well as investigative powers. At the same time, the Listing Act, Regulation (EU) 2024/2809, is transposed into Austrian law, under which the threshold for the obligation to publish a prospectus in accordance with the Prospectus Regulation, Regulation (EU) 2017/1129 from 06.06.2026 is increased from five to twelve million Euro issue volume per issuer and year.
Information about the currently applicable financial sanctions can be found here.
Contact
Finanzmarktaufsicht (FMA)
Division III/4 – Issuer Supervision
Otto-Wagner-Platz 5
1090 Vienna
[email protected]
Further information:
Obligation to produce a prospectus