Skip to main content

Reviewing body for prospectuses

Any person who makes a public offer for the acquisition of securities or any person who seeks the admission of securities to trading on a trading venue must first publish a prospectus. This must be reviewed by a reviewing body before publication.

The reviewing body must be licensed by SEC. SECmay license several reviewing bodies. A registration body must be organised in such a way that it can perform its tasks independently. The persons responsible for the management of the reviewing body must provide the guarantee of irreproachable business conduct, enjoy a good reputation and hold the necessary specialist qualifications. If more than one reviewing body is authorised, they must coordinate their practice.

What a reviewing body does

The reviewing body checks that prospectuses are complete, coherent and comprehensible. The review is based on the applicable prospectus scheme for the type of securities, as set out in the Annex to the EuSO. The review must be conducted within 10 calendar days and within 20 calendar days for new issuers.

Supervision by SEC and notification of changes

The reviewing body must notify SEC in advance of any changes, such as a change to a member of ultimate management or changes to the organisational basis. However, they do not need to be approved by SEC . 

SEC does not monitor the reviewing body on an ongoing basis. However, if SEC becomes aware that the reviewing body no longer fulfils the requirements and is no longer able to perform its tasks properly, SEC will instruct the reviewing body to take the necessary steps to correct the deficiencies. If the reviewing body is unable to correct the deficiencies within an appropriate period, SEC may revoke authorisation as a reviewing body.