Listing Act: multiple-vote share structures for SME growth markets

The Multiple-Vote Shares Directive, Directive (EU) 2024/2810, lets a company seeking a first listing on a multilateral trading facility (MTF), a trading venue run by a market operator or an investment firm, issue shares that carry more votes than its other shares. Founders can then raise equity on a public market and keep control of decisions (EUR-Lex summary (external site)).

SME growth markets are MTFs for small and medium-sized enterprises (SMEs), and the directive covers them too (Directive (EU) 2024/2810 (external site)).

Before, multiple-vote shares were a matter for national company law alone (COM(2022) 761 (external site)). After transposition, each Member State gives a company seeking first admission to an MTF the right to adopt a multiple-vote share structure (Directive (EU) 2024/2810 (external site)).

Safeguards: adopting or changing the structure needs a qualified majority of the general meeting, with a separate vote in each affected share class. Member States cap the weight of the extra votes, either through a maximum ratio or through limits on their use at general meetings (Directive (EU) 2024/2810 (external site)).

As an example, with a ratio of 10 votes to 1, a founder holding 20 percent of the shares, all with ten votes, would hold about 71 percent of the votes (Directive (EU) 2024/2810 (external site)).

Transparency: the company discloses its share structure in listing documents, with the rights, share of capital and total votes of each class. Holders of multiple-vote shares with more than 5 percent of voting rights are identified where known (EUR-Lex summary (external site)).

The directive concerns companies seeking first admission of shares to an MTF with no shares already traded on an MTF or a regulated market. It also reaches the investment firms and market operators that run MTFs, through admission documents and the marking of these shares (Directive (EU) 2024/2810 (external site)).

• Equity Capital Markets Analyst: structures first listings that use multiple-vote shares and drafts the share structure disclosure.
• Investor Relations Analyst: explains the share classes, their votes and later changes to investors.
• Equity Research Associate: separates voting control from economic ownership when analysing a company.
• Valuation Analyst: values share classes whose votes and economic rights differ.
• Venture Capital Analyst: weighs a listing with founder control as an exit route for portfolio companies.

The directive was published in the Official Journal on 14 November 2024 (Directive (EU) 2024/2810 (external site)). Member States transpose it by 5 December 2026 and apply the rules from the same date, a confirmed deadline set in Article 7(1) (EUR-Lex summary (external site)).

The companion Listing Act regulation applied most of its changes to prospectuses from 5 June 2026 (Regulation (EU) 2024/2809 (external site)).

The directive is part of the Listing Act, with Regulation (EU) 2024/2809, which amends the Prospectus Regulation, the Market Abuse Regulation (MAR) and the Markets in Financial Instruments Regulation (MiFIR) (Regulation (EU) 2024/2809 (external site)).

The Commission proposed the directive on 7 December 2022 for SME growth markets only. The adopted text extends it to all MTFs (COM(2022) 761 (external site)).