ESMA Guidance | European Securities and Markets Authority

February 27th 2026

New Q&As available

New Q&As available 27 February 2026 CCP Digital Finance and Innovation Financial reporting Issuer disclosure Transparency The European Securities and Markets Authority (ESMA), the EU's securities markets regulator, has published or updated the following Questions and Answers: European crowdfunding service providers for business Use of fiduciary (nominee) structures in equity crowdfunding (2601) Markets in Crypto-Assets Regulation (MiCA) Clarification on Withdrawal Requirements under Article 7...

AI Analysis

ESMA has published or updated multiple Q&As covering European crowdfunding, MiCA for crypto-asset service providers (CASPs), EMIR for central counterparties (CCPs), and Transparency Directive requirements on financial reporting and alternative performance measures (APMs). These updates provide clarifications on operational, reporting, and disclosure obligations, enhancing supervisory convergence and compliance certainty amid evolving EU regulations like MiCA and IFRS 18. Compliance professionals must prioritize these to avoid enforcement risks, particularly with upcoming effective dates in 2027.

What Changed

Crowdfunding: New Q&A (2601) on use of fiduciary (nominee) structures in equity crowdfunding, clarifying permissible structures for service providers. MiCA (CASPs): Updates include clarification on withdrawal requirements under Article 75 (2320); fixed overheads calculation (2349); interests from client funds at credit institutions (2486); fiat payouts in exchange services (2550); overlap between crypto-asset offers and placing (2551); and Title II requirements for trading platforms (2552). EMIR (CCPs): New Q&As on AAR threshold calculation (2418, 2779), AAR representativeness obligation...

What You Need To Do

Review and update policies
Crowdfunding firms
CCPs/counterparties
Issuers/reporters

Key Dates

27 February 2026 - Publication date of new/updated Q&As on crowdfunding, MiCA, EMIR, and Transparency Directive.

1 January 2027 - Effective date for new Q&A on IFRS 18 & APMs interaction (2775) and updates to APM-related Q&As (1868, 1874, 1875, 1877).

31 December 2027 - Deadline for trading platform operators under MiCA to ensure compliant white papers for legacy tokens (related context from prior MiCA Q&As). DEADLINE

Compliance Impact

Urgency: High - These Q&As address supervisory priorities in high-risk areas like crypto (MiCA) and CCP resilience (EMIR), with imminent 2027 deadlines for reporting changes aligning to IFRS 18. Non-compliance risks fines, authorization delays, or supervisory actions, especially as ESMA emphasizes convergence (e.g., AAR briefing). Firms in crypto/digital assets face heightened scrutiny amid MiCA rollout, while reporters must adapt quickly to avoid disclosure breaches.

References

Sectors:

Topics:

Reporting & Disclosure Authorisation & Licensing Market Abuse / Surveillance

Crypto ExchangeBroker DealerFintech

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🇪🇺 ESMA Guidance high

February 20th 2026

ESMA publishes a supervisory briefing on the AAR representativeness obligation

ESMA publishes a supervisory briefing on the AAR representativeness obligation 20 February 2026 CCP The European Securities and Markets Authority (ESMA), the EU’s financial markets regulator and supervisor, has published a supervisory briefing on the representativeness obligation linked to the active account requirement (AAR). The briefing sets out ESMA’s supervisory expectations for how counterparties should comply with and report on the AAR representativeness obligation. It provides guidanc...

AI Analysis

ESMA has published supervisory guidance clarifying how counterparties must comply with the **representativeness obligation** under the Active Account Requirement (AAR), a key component of EMIR 3 that mandates EU counterparties maintain active accounts at EU central counterparties (CCPs) and clear representative volumes of derivatives trades. This briefing is critical because market participants and regulators have held conflicting interpretations of the representativeness requirement, creating compliance uncertainty that this guidance now resolves.

Sectors:

Capital Markets & Trading Banking & Credit Investment Management

Topics:

Reporting & Disclosure Operational Resilience / Outsourcing Prudential / Capital Requirements

Asset ManagerBroker DealerBank

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🇪🇺 ESMA Guidance high

February 18th 2026

ESMA publishes statement supporting the smooth implementation of the Listing Act – simplifying prospectus compliance for issuers

ESMA publishes statement supporting the smooth implementation of the Listing Act – simplifying prospectus compliance for issuers 18 February 2026 Prospectus The European Securities and Markets Authority (ESMA), the EU’s financial markets regulator and supervisor, has issued a statement with practical guidance to national competent authorities (NCAs), issuers, and their advisors on the application of the revised prospectus framework introduced by the Listing Act. ESMA clarifies that any regis...

AI Analysis

ESMA has issued a public statement providing practical guidance on implementing changes to the Prospectus Regulation (PR) under the Listing Act, clarifying the transitional regime for registration documents and universal registration documents approved or filed until 4 June 2026, allowing their continued use in prospectuses. This matters because it reduces compliance burdens for issuers accessing capital markets while preserving investor protection, enabling smoother transitions amid upcoming Level 2 measures. Issuers and advisors can rely on this non-binding guidance as ESMA expects NCAs to follow it.

What Changed

Transitional regime clarification under Article 48a PR: Registration documents and universal registration documents approved or filed until 4 June 2026 fall within the Article 48a(1) transitional scope, allowing use in tripartite prospectuses approved thereafter until their validity ends (typically 12 months). These must remain updated via supplements and amendments under pre-Listing Act PR rules.

What You Need To Do

Review and file/approve registration/universal registration documents before 4 June 2026 to leverage transitional regime; ensure ongoing supplements/amendments under old PR
For EU Follow-on/Growth prospectuses pre-Delegated Act: Structure per PR Annexes IV/V/VII/VIII; voluntarily adopt recommended Delegated Act disclosures for compliance with Articles 14a/15a
Advisors/issuers
Monitor Delegated Act adoption (likely pre-5 March 2026) and ESMA Level 2 technical standards

Key Dates

Until 4 June 2026 Registration/universal registration documents approved/filed fall under Article 48a transitional regime; usable thereafter until validity ends.

5 March 2026 Expected non-application date of Delegated Act amending (EU) 2019/980; interim PR Annexes IV/V/VII/VIII and Articles 14a/15a apply, with recommended Delegated Act disclosures.

March 2026 Listing Act provisions for secondary and growth issuance prospectuses enter application.

5 June 2026 / 10 June 2026 Bulk of Listing Act provisions (including standard prospectuses) enter application; new Level 2 requirements apply from related ESMA technical advice.

H1 2026 Potential NCA flexibility for early implementation of new requirements if available.

Compliance Impact

Urgency: High – Immediate relevance today (18 February 2026) for ongoing prospectus preparations, as it clarifies transitional use of existing documents and interim disclosures amid imminent deadlines (March/June 2026). Failure to align risks invalidation of documents or heightened scrutiny, but guidance eases burden reduction—critical for issuers timing listings to minimize costs while ensuring investor protection.

References

Sectors:

Capital Markets & Trading

Topics:

Reporting & Disclosure

All Firms

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🇪🇺 ESMA Guidance high

December 19th 2025

New Q&As available

New Q&As available 19 December 2025 Digital Finance and Innovation Fund Management Market Abuse Prospectus Sustainable finance The European Securities and Markets Authority (ESMA), the EU's securities markets regulator, has published or updated the following Questions and Answers: Alternative Investment Fund Managers Directive (AIFMD) Directive Exclusion related to UNGC/OECD Guidelines (2734) Environmental, Social and Governance (ESG) rating activities Regulation Group-affiliated small ESG ra...

AI Analysis

ESMA published new Q&As on December 19, 2025, addressing practical implementation questions across multiple regulatory frameworks including AIFMD, ESG rating activities, and sustainable finance rules. These guidance documents clarify regulatory expectations and promote consistent supervisory approaches across EU member states, making them essential for firms operating in affected areas to ensure compliant implementation.

Sectors:

Investment Management Capital Markets & Trading

Topics:

ESG Reporting & Disclosure Market Abuse / Surveillance

Asset ManagerBroker DealerAll Firms

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