Issuing debt securities across EU borders can still mean dealing with different legal concepts and legal requirements from one Member State to the next. For example, an issuer may be incorporated in one country, choose another country’s law for the securities and use a Central Securities Depository (CSD) in a third – raising practical questions about how ‘valid issuance’ requirements are met.
In this context, Clearstream and Euroclear propose an optional ‘28th regime’ that would establish coherent rules for the issuance of dematerialised debt securities, by unifying selected areas at EU level while leaving other elements at Member State level. The regime would sit alongside existing national regimes and would apply only when an issuer opts in for a particular security.
28th regime for EU dematerialised debt securities
Proposal for a framework on the issuance of dematerialised debt securities under the 28th regime approach – based on the Clearstream & Euroclear proposal (May 2026).
- Opt-in, security-by-security: Isuers may choose the 28th regime for a specific security; once selected, compliance is mandatory.
- Limited to dematerialised debt issuance: Focuses on debt instruments; equities are out of scope.
- Designed to coexist with today’s framework: Works alongside EU and national rules (e.g. CSDR, Prospectus Regulation, MiFID).
- Neutral on technology: The issuance record can use book-entry, DLT/tokenisation or other approaches.
- Record administrator role: A CSD, bank or investment firm would maintain the issuance record; no new licensing is envisaged.
- Out of scope: Trading, settlement and payment remain under existing EU and national law.
What's covered
- Coherent rules for issuance of dematerialised debt securities (opt-in), alongside existing EU and national frameworks.
- A ‘mere record’ (e.g. book-entry, registration, tokenisation) is a valid means of issuing under the regime.
- Record Administrator role (e.g. CSDs, banks, investment firms); no new licensing requirements envisaged.
What's not covered
- Trading & settlement and payment (existing EU and national laws remain unchanged).
- Equity instruments (excluded to avoid interference with national corporate laws; possible later extension).
- Full harmonisation of securities law (some elements, e.g. investor rights, remain at Member State level).
