Introduction 

This section is intended to provide information on the Prospectus (Directive 2003/71/EC) Regulations 2005 (the Regulations) which came into operation on 1 July 2005.  

The Central Bank of Ireland is the competent authority for the purposes of the Regulations.  The Corporate Finance Division of the Central Bank of Ireland is responsible for the competent authority functions arising from the Regulations.  

The purpose of the Regulations is to harmonise requirements for the drawing up, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.

The objective of the Regulations is to ensure investor protection and market efficiency, in accordance with high regulatory standards.

In summary, the Regulations require, inter alia, persons who make an offer of securities to the public or seek admission of securities to trading on a European Economic Area (EEA) regulated market, such as that operated by the Irish Stock Exchange Limited, to publish a prospectus that is subject to prior approval by the competent authority.

The Regulations specify certain exemptions from this provision.  The Regulations also impose annual reporting obligations on issuers.  

The Central Bank of Ireland undertakes the scrutiny of prospectuses as well as the approval function in its capacity as competent authority.

In this regard, applicants:

  • seeking admission of securities to trading on an EEA regulated market, including the Irish Stock Exchange Limited
  • or making an offer of securities to the public within the EEA, albeit not seeking admission to trading on an EEA regulated market

should submit the draft prospectus to the Central Bank of Ireland in accordance with the procedures set out in the Prospectus Handbook published by the Central Bank of Ireland. A copy of the Regulations setting out fees payable to the Bank in respect of prospectus approval can be found on the Legislation page of this website.

See the Prospectuses approved by the Central Bank of Ireland on the Approved Prospectuses page of this website.  

In addition to the Prospectus Handbook, the Central Bank of Ireland publishes guidance on the Prospectus Directive and communications to industry participants which are available on the Requirements and Guidance for the Prospectus Directive page of this website.