- Finance and Banking
- Leo Peeters
- prospectus , information note , crowdfunding platform , crowdfunding
Raising capital for a project through crowdfunding up to EUR 5 million is much easier since 21 July 2018 because no more prospectus has to be drawn up and approved by the Financial Services and Markets Authority (FSMA). Instead of a prospectus, only an information note must be drawn up.
In a previous article, we already reported that crowdfunding had been given a legal framework by the law of 18 December 2016.
That law introduced a prospectus exemption to facilitate the regulation of crowdfunding, provided that the following conditions were met:
The law of 11 July 2018 on investment instruments (also referred to as the "prospectus law") introduces now even more far-reaching exemptions.
This new law applies, among other things, to securities offered through crowdfunding and introduces an additional prospectus exemption that applies from 21 July 2018.
As a result, the following rules apply to the crowdfunding platforms:
The threshold above which the prospectus requirement applies is therefore increased from EUR 300,000 to EUR 5 million. These amounts are calculated over a period of 12 months.
As a result, people who set up a crowdfunding campaign have less administrative burdens. A prospectus must provide detailed information, must comply with certain strict legal requirements and must be approved by the FSMA.
An information note however is a concise document in which essential information about the offer
must be included. The law determines the minimum content of this information note.
This information note must provide pre-contractual information. Its content must be accurate, honest, clear and not misleading.
The information note must contain a brief description of the following elements:
At the top of the information note, the following statement should be included in a prominent place: "This document is not a prospectus and has not been audited or approved by the FSMA."
The information note must meet the following conditions:
For organisers of crowdfunding campaigns, life is much simpler now that they no longer have to compile a prospectus under the amount of EUR 5 million, but are only obliged to draw up an information note.
With the equivalence of the thresholds regarding the prospectus requirement throughout the European Union, it becomes easier for crowdfunding platforms to operate across borders. They must always comply with local legislation.
It goes without saying that we will be happy to assist you in organising crowdfunding.