[Last updated: 1 January 2024, unless otherwise noted]

Below is a table of the main documents required for the listing of a foreign company on Euronext Paris.

Link to Table

The most important document to be prepared in connection with a listing on Euronext Paris is the prospectus. The prospectus for the listing can be drafted in such a manner that it can also be used for the offering of the securities to the public.

The listing and offering prospectus must be approved by the AMF. Alternatively, a prospectus approved by the competent authority of the company's home Member State located elsewhere in the EEA may be passported into France pursuant to the Prospectus Regulation.

The prospectus must satisfy the rules set out in the Prospectus Regulation, the Book II of the AMF General Regulation. The ESMA, the European Securities and Markets Authority, has issued further guidance in relation to (among other things) the prospectus requirements.

In particular, the prospectus must include disclosure relating to:

• The persons responsible for the prospectus.
• The auditors.
• Selected financial information.
• Risk factors relating to the company and its industry.
• General information about the company.
• A description of the company's operations, principal activities, significant new products and services and principal markets.
• Organizational structure.
• Property, plant and equipment.
• A description in narrative form of the company's financial condition, changes in financial condition and results of the operations for the periods covered by the financial statements, as well as any significant factors affecting its operating results.
• Capital resources.
• Research and development policies.
• The company's management.
• Corporate governance.
• Number of employees and their share options.
• Major shareholders.
• Recent related party transactions.
• Dividend policy.
• Legal and arbitration proceedings.
• Details of the company's share capital, objects, articles of association or charter, rights attaching to shares, procedure for conducting general meetings of shareholders and other related information.
• A summary of material contracts.

The issuer's Chief Executive Officer must provide a signed declaration, dated no more than two business days before the prospectus approval date (and preferably one day before), stating that after taking all reasonable measures for this purpose and to the best of his or her knowledge, the information contained in the prospectus is in accordance with the facts and that the prospectus makes no material omission.

For an initial listing on Euronext Paris, if the issuer is not incorporated in the EEA, the draft prospectus should be submitted to the AMF together with a document containing all of the relevant information that the issuer published or made available to the public over the preceding 12 months in the country where it is incorporated, along with a timetable of upcoming publications and the topics of the issuer's communications over the two months following the draft prospectus submission date.

In addition, with respect to financial information, the prospectus should also include audited historical financial information for the latest three financial years together with the audit report for each year. For an issuer incorporated in an EEA Member State, the accounts should generally be prepared under IFRS. For an issuer incorporated outside the EEA, the accounts should be prepared under one of the following:

• Under
• Under US, Japanese, Canadian, Chinese, Indian or South Korean GAAP, which have been deemed equivalent to IFRS by the European Commission.

Any quarterly or half-yearly financial information that the company has published since the date of the last audited financial statements must also be included, together with any audit or review report with respect thereto. If there has been a significant change in the company's position, such as a significant acquisition or merger, it is necessary to include pro forma financial information to reflect how the transaction would have affected its assets, liabilities and earnings if it had occurred at the beginning of the period covered by the report. The prospectus must also replicate the audit reports for each relevant period, including any refusals, qualifications or disclaimers and the reasons for the same. If any financial data included in the prospectus is not extracted from the company's audited financial information, its source must be disclosed. Any significant post-balance sheet change in the financial or trading position of the group must also be described.

It is important to involve the issuer's auditors early in the process. As noted above, they will have to deliver to the AMF a completion letter just prior to its approval of the prospectus (unless the listing is on the Professional Segment). Even if no auditor letters are required, the auditors will still usually request to review and comment on the prospectus.

The listing prospectus does not need to be translated into French if the listing is on the Professional Segment. If the listing is not on the Professional Segment, only the prospectus summary (which should not exceed the equivalent of 7% of the prospectus or 15 pages) needs to be translated.

The AMF Corporate Finance Division (known in French as the Direction des émetteurs) will review the draft prospectus filed with it. Draft prospectus filings are not publicly available. As a general rule, the AMF will provide its initial comments within one week of receiving the prospectus. Several rounds of further comments can be expected, but usually prospectus approval can be obtained within two to three weeks after the initial filing. A longer review period may occur if the listing is in connection with a capital raising or initial public offering. Upon approval of the prospectus, the AMF will issue its visa (for companies familiar with the US registration process, this is equivalent to the US SEC effectiveness order). The AMF will post the visa, together with the final prospectus, on its website one business day after the approval, as well as complete any applicable passporting procedures.

Typical process and timetable for a listing of a foreign company on Euronext Paris (assuming no capital raise)

Link to Timetable

The process for cross-listing a foreign company is not appreciably different from listing a domestic company. However, an initial public offering of a domestic company generally occurs via a registration (containing information about the company required under Annex I of the EU Prospectus Regulation), followed by a securities note containing information on the securities for which listing is sought (containing information about the company required under Annex III of the EU Prospectus Regulation). In contrast, the listing of a foreign company is often done via a single listing prospectus, containing the information required by Annexes I and III of the EU Prospectus Regulation. Listings via the "Fast Path" procedure discussed in section 6 below will generally take six weeks following the availability of the filings with the US SEC on which the prospectus is based.

The Prospectus Regulation contains a number of exceptions and exemptions that, in certain cases, permit initial and follow-on offerings and listings of securities without an approved prospectus. For example, securities that have been listed on another regulated market in the EEA for at least 18 months are exempt from a prospectus obligation, subject to the following main conditions:

• The prospectus was approved and published in connection with the earlier listing.
• The ongoing obligations for trading on the other EEA-regulated market have been fulfilled.
• A summary document is made available to the public.

Also, the listing of additional shares, representing over a period of 12 months less than 20% of the shares of the same class already listed on the same regulated market, does not require a listing prospectus.

The AMF will need to approve in advance all advertising relating to the offering of securities to the public in France or the listing of securities on Euronext Paris.