Eight months in, the FCA's public offer platform rules give UK private companies a route to raise £5m or more without a prospectus

Shawn Jhanji

Sep 22

6 min read

Updated: 6 days ago

For UK founders planning a round of £5m or more, the public offer platform route is now the regulated alternative to writing a prospectus. Whether it works for companies that keep their share register on a blockchain is a question the regulator has not yet answered.

Since 19 January 2026, a UK private company raising 5 million pounds or more from a wide group of investors without a prospectus must go through a public offer platform, a new type of firm authorised by the Financial Conduct Authority (FCA) to host these offers and check the companies behind them. Crowdcube was among the first firms authorised to run one.

Larger private company rounds now have a regulated route that does not need a prospectus.

How the public offer platform rules work

The route was created by the Public Offers and Admissions to Trading Regulations 2024, which came into force on 19 January 2026 and replaced the UK's older prospectus rules, originally drawn from EU law. A prospectus is a long legal document describing a company, its finances and its risks, which the FCA must approve before publication. Few private companies ever write one. They are slow and expensive to prepare.

The new regulations start from a general ban on offering shares to the public, then list exceptions. According to a January 2026 client note from the law firm Skadden, these include offers to fewer than 150 people, offers only to qualified investors, offers to employees and directors, and offers raising less than 5 million pounds in total. That last threshold replaced the old limit of 8 million euros, which Good Money Guide put at roughly 6.8 million pounds. A private company raising 5 million pounds or more from a broad group of investors, without a prospectus, must do so through an FCA-authorised public offer platform.

The FCA published its final rules for these platforms in policy statement PS25/10 on 15 July 2025. They sit in the COBS 23 section of the FCA Handbook. HM Treasury also created a temporary permission scheme so that firms already authorised by the FCA could carry out the activity while their full applications were assessed.

What a public offer platform must check before an offer goes live

For a founder, the most practical part of PS25/10 is what the platform will ask of the company. The platform must collect a minimum set of information about the company and the offer, and take reasonable steps to confirm that the information can be relied on. The law firm Penningtons Manches Cooper, writing on 16 January 2026, described this as a duty to "conduct due diligence on issuers to assess their suitability" and to "verify issuer disclosures".

The platform then publishes a disclosure summary for investors. It sets out the company's information, the checks the platform carried out and the conclusions it reached. If important information changes while the offer is open, investors who have agreed to buy can withdraw, and the platform must explain how. The platform must also state clearly how it manages conflicts of interest between the companies it lists and the investors who buy. According to the FCA's policy statement, there is no ongoing disclosure duty once the offer closes.

That shifts much of the checking onto the platform. On a large round, a founder's first serious reviewer may now be the platform's due diligence team, not a lead investor.

Good Money Guide reported on 11 February 2026 that the FCA had authorised Crowdcube as a public offer platform, able to host offers from private companies with no upper limit and no prospectus. Matt Cooper, Crowdcube's co-chief executive, called it "a watershed moment for the UK's scale-up economy."

A public offer platform raises new money. It is separate from PISCES, the UK scheme for occasional auctions of existing private company shares, which the FCA describes as a market for trading shares rather than issuing them. A recent PISCES auction by a 150-year-old brewer shows how that secondary route is being used.

Can a public offer platform host a company with tokenised shares?

Tokenised shares are ordinary shares whose ownership record is kept as digital entries, called tokens, on a blockchain rather than only in a paper or spreadsheet register. The American spelling is tokenization.

The public offers regulations are written about the shares being offered, not about how a company records who owns them. Neither PS25/10 nor the law firm summaries cited here address tokenised registers directly. On that reading, nothing in the rules excludes a company with a tokenised cap table from raising through a public offer platform, but the FCA has not said so, and that is an interpretation rather than a ruling.

The practical questions a platform is likely to ask are specific: who keeps the legal register of members, whether the token is the share or a record of it, and whether any firm holds tokens on investors' behalf, which could bring in separate FCA permissions. Until the FCA or a platform sets out a public position, founders with tokenised registers should expect those questions early and have legal answers ready. A clear answer would matter for tokenised cap tables and for companies thinking about how EIS relief applies to tokenised shares.

Key takeaways

Since 19 January 2026, a UK private company can raise £5m or more from a broad group of investors without a prospectus, but only through an FCA-authorised public offer platform.
Offers raising less than 5 million pounds in total fall under a separate exemption. The old limit was 8 million euros.
The platform, under FCA policy statement PS25/10, must check the company, publish a disclosure summary of its findings and give investors a right to withdraw if key information changes.
Crowdcube was one of the first firms authorised, according to Good Money Guide.
The FCA has not said whether companies with tokenised share registers can use the route in the same way. Founders should take legal advice before approaching a platform.

Frequently asked questions

What is an FCA public offer platform?

A public offer platform is a new type of firm authorised by the Financial Conduct Authority to host offers of shares by private companies and check the companies behind them. Since 19 January 2026, a UK private company raising 5 million pounds or more from a broad group of investors without a prospectus must use one.

When can a UK private company offer shares to the public without a prospectus?

Under the Public Offers and Admissions to Trading Regulations 2024, exceptions include offers to fewer than 150 people, offers only to qualified investors, offers to employees and directors, and offers raising less than 5 million pounds in total. Larger offers to a broad group of investors must go through a public offer platform.

What must a public offer platform check under FCA PS25/10?

The platform must collect a minimum set of information about the company and the offer, take reasonable steps to confirm it can be relied on, and publish a disclosure summary of its checks and conclusions. Investors can withdraw if important information changes while the offer is open.

Is Crowdcube an FCA-authorised public offer platform?

Yes. Good Money Guide reported on 11 February 2026 that the FCA had authorised Crowdcube as a public offer platform, able to host offers from private companies with no upper limit and no prospectus.

Can a company with tokenised shares raise through a UK public offer platform?

The FCA has not said. The regulations are written about the shares being offered rather than how ownership is recorded, so nothing appears to exclude a tokenised cap table, but that is an interpretation rather than a ruling. Platforms are likely to ask who keeps the legal register and whether the token is the share or a record of it.

This is general information, not legal, tax or investment advice.