If a company in Liechtenstein publicly offers securities or intends to admit them to trading on a regulated market, it generally must prepare a securities prospectus and have it approved by the Liechtenstein Financial Market Authority (FMA). The main purpose is investor protection: to ensure potential investors receive all essential information to make an informed decision.

This blog post provides a practical overview of what issuers in Liechtenstein need to know.

1. Prospectus requirement:

When is a securities prospectus required?
A prospectus is generally required if:

• Securities are publicly offered in the European Economic Area (EEA), or
• Securities are admitted to trading on a regulated market within the European Economic Area (EEA).

A public offer of securities may already exist if a company actively advertises or addresses a larger number of potential investors – for example, through events, social media, newsletters, or the company website.

Are there exceptions to the prospectus requirement?
Exceptions to the obligation to prepare a prospectus apply in the following cases:

• The total value of the public offer in the EU/EEA per member state is less than EUR 1,000,000 within 12 months.
• In Liechtenstein, the total value of the public offer is under EUR 8,000,000 (or the equivalent in Swiss francs) within 12 months.
• The offer is exclusively addressed to qualified investors.
• Per member state, the public offer targets fewer than 150 non-qualified investors.
• Minimum amount of EUR 100,000 per offer and investor.
• Minimum denomination of EUR 100,000.

If none of these exceptions apply, the issuer must prepare a prospectus.

2. Types of securities prospectuses

Depending on the type of offer and the issuer, there are different types of prospectuses. The EU Prospectus Regulation, which also applies in Liechtenstein, distinguishes between:

a. Full (regular) prospectus

The classic form and standard case, applied when no other type of prospectus is used or applicable.

b. Base prospectus

A base prospectus can be used if an issuer plans multiple issuances of the same type of security over a period (up to 12 months).

Instead of preparing a separate prospectus for each issuance, offers can be made based on a single approved document – the base prospectus – which contains general information about the issuer and the securities.

Specific details of each issuance (volume, maturity, interest rate, etc.) are then included in the final terms.

c. EU growth prospectus

What is an EU growth prospectus?

The EU growth prospectus is a simplified prospectus designed to facilitate access to capital markets for small and medium-sized enterprises (SMEs) and certain mid-cap issuers.

It offers a streamlined, cost-efficient, and lighter regulatory route to publicly offer securities or admit them to trading, while still protecting investors.

Who can use the EU growth prospectus?
To use the EU growth prospectus, companies must meet the following criteria:

• No previous securities admitted to trading on a regulated market.
• Status as a “qualified” company under the EU Prospectus Regulation.

Qualified companies under the EU Prospectus Regulation are

• SMEs with fewer than 250 employees, total assets not exceeding EUR 43 million, or net turnover not exceeding EUR 50 million; companies with a market cap under EUR 200 million also qualify.
• Issuers with securities admitted to an SME growth market and market cap under EUR 500 million.
• Other issuers whose public offer in the EEA does not exceed EUR 20 million within 12 months and with average employees up to 499 in the last financial year.

3. Prospectus content: What must a securities prospectus include?

Regardless of the type of prospectus, it must contain all essential information an average investor needs, including:

• Details about the issuer: business activities, management, risks, financial statements.
• Information about the securities: type, rights, maturity, interest, repayment.
• Risk factors: market, credit, liquidity, legal risks.
• Use of proceeds.
• Summary in clear, understandable language.

The content must be complete, objective, clear, and not misleading.

4. Security token

What is a security token?

A security token is a digitally issued asset economically equivalent to a traditional security such as a bond, share, or participation right. Unlike traditional securities, security tokens are typically issued and managed via blockchain or a comparable distributed ledger technology (DLT).

The key factor is the function (substance over form): a security token grants the holder repayment claims, profit participation, voting rights, or similar financial rights, which are comparable to rights provided by “classical” securities.

Is a securities prospectus required for security tokens?

Since security tokens qualify as securities, the same requirements for public offering or trading admission in the EEA apply as for traditional securities.

Thus, a prospectus must be prepared unless an exemption applies.

Is MiCAR applicable to security tokens?

No. MiCAR applies only to crypto-assets, not security tokens, which are explicitly excluded.

Therefore, no crypto-asset whitepaper is needed for security tokens—only a securities prospectus.

5. Approval and EU passporting

The FMA reviews prospectuses for completeness, coherence, and clarity.

After submission of all necessary documents, the FMA decides within 20 working days. An approved prospectus can be notified to other EU/EEA countries by the FMA, enabling public offers in those countries.

6. Conclusion

For issuers in Liechtenstein, the prospectus requirement has to be observed when conducting public securities offerings. Depending on the size and type of offering, different prospectus types provide flexible and efficient solutions. A complete, well-structured prospectus builds investor confidence and secures access to the capital market.

Timely planning and professional advice facilitate compliance and the success of your issuance.

Start your journey with us now by contacting us at office@isp.law or use our fully automated booking tool to schedule a direct appointment for an initial consultation at https://www.isp.law/en/book-an-appointment/, and let us support you throughout your public offering.