BANK DIVISION
Access of small and medium-sized enterprises (SMEs) to capital markets as a source of financing has moved from being a regulatory aspiration to becoming a concrete legislative agenda. Below is an overview of the main ongoing initiatives. At the European level, the framework of the Capital Markets Union and, in particular, the Listing Act stand out. At the national level, the priorities set by the CNMV in its 2026 Activity Plan and, more recently, the draft bill approved by the Council of Ministers on March 24, 2026.
Capital Markets Union
The Capital Markets Union, whose origin dates back to the action plan presented by the European Commission in September 2015, aims to integrate European markets and broaden financing sources beyond traditional bank lending. This framework seeks a diversified financial structure combining debt and equity, strengthening economic stability and offering new options for SMEs.
On this basis, the European Commission adopted the current action plan on September 24, 2020. It acknowledged the progress made, with an increasing role for bonds and private capital. However, it also noted the limited accessibility of public markets for SMEs, hindered by complex regulation, high costs, and disproportionate administrative burdens. Reducing these barriers is one of its central objectives.
In response to these objectives, among other initiatives, the European legislator approved in 2024 the so-called Listing Act, a regulatory package that simplifies access to the markets.
Among its various measures, the most relevant for SMEs is, in our view, that relating to the listing process. The reform of the Prospectus Regulation simplifies and reduces the cost of the procedures required to access the markets, removing one of the historically most discouraging barriers for smaller companies. In the same vein, the amendment of MiFID II seeks to increase the availability and quality of information on SMEs available to investors, while also making the rules for admission to trading on European trading venues more flexible.
The reform of the Market Abuse Regulation, for its part, eases certain compliance burdens that had fallen disproportionately on smaller issuers.
Finally, the new Directive on multiple voting rights addresses a recurring concern among SME founders: the loss of control associated with going public. The rule allows for the creation of shareholding structures that preserve such control after admission to trading.
Overall, the measures in the package will be applied progressively, with full effectiveness expected by December of this year, and their transposition into Spanish law is already underway, as described below.
CNMV Activity Plan 2026
At the national level, and in line with this European framework, the CNMV published on February 26, 2026 its Activity Plan for the current year (the “Plan”), a document that sets out the institution’s lines of action and supervisory areas. The Plan is structured around three main pillars (investor protection, market development, and internal improvement of the CNMV itself) and details up to 60 specific initiatives.
For the purposes of this analysis, the Plan includes specific initiatives aimed at financing SMEs through capital markets. This priority builds on two actions completed in 2025. On the one hand, the presentation— together with Bolsas y Mercados Españoles (BME)—of the BME Easy Access mechanism as a new route to going public. On the other hand, the creation of a monitoring committee to follow up on the recommendations of the Organisation for Economic Co-operation and Development (OECD) for the promotion of Spanish capital markets, with a specific focus on SME access.
In this context, the Plan sets out two specific actions:
– First, the CNMV will adopt a more proactive approach, reaching out directly to SMEs with the potential to access the markets and offering them personalized assistance where needed.
– Second, the CNMV will work with institutions such as the Official Credit Institute (ICO), the Spanish Export Credit Insurance Company (CESCE), the Spanish Development Finance Company (COFIDES), and the General Secretariat for the Treasury and International Financing (SGTFI) to improve the liquidity of funds investing in these securities, coordinating actions with the Bank of Spain and the Ministry of Economy.
Draft Transposition Law
In this context, on March 24, 2026, the Council of Ministers approved a draft bill aimed at adapting Spanish legislation to the requirements of the Listing Act package, including amendments that also affect the regulation of collective investment institutions, venture capital, and corporate law (the “Draft Law”). The text is currently under public consultation until April 30, 2026.
Together with its future implementing royal decree, the Draft Law is expected to introduce into Spanish legislation a set of measures aimed at reducing barriers to SMEs’ access to capital markets, including:
– Raising the threshold for exemption from publishing a prospectus from eight to twelve million euros.
– Reducing the minimum free float required at the time of admission to trading on regulated markets from 25% to 10%.
– Simplifying periodic reporting obligations.
– Introducing the aforementioned multiple voting shares regime.
In terms of alternative financing, the Draft Law also aims to harmonize the regime applicable to the granting of loans to companies by alternative investment funds, strengthening their role as a complementary source of financing to bank credit.
Conclusion
Access of SMEs to capital markets is no longer merely a regulatory aspiration. Reforms are underway and the framework is becoming increasingly clear. It remains to be seen whether companies will respond accordingly.
