Does a UK Crowdfunding Raise Need a Prospectus? POATRs, the £5m Exemption and Public Offer Platforms

Most UK equity crowdfunding rounds do not need a prospectus: under the Public Offers and Admissions to Trading Regulations 2024 (POATRs), an offer to the public is lawful without one if the total consideration for securities offered in the UK cannot exceed £5 million, aggregated over 12 months. Above £5 million, an unlisted company offering to retail investors generally needs another route — most often an offer made through an FCA-authorised public offer platform (POP), the new regulated activity that went live alongside the full POATRs regime on 19 January 2026.

None of this touches the separate financial-promotion regime. Whether or not a prospectus is needed, every piece of campaign marketing is still a financial promotion that must be made or approved by an FCA-authorised person. This guide sets out how the POATRs exceptions work, how the £5 million calculation is done, where POPs fit, and what the regime changes in a campaign plan. It is informational only — Growth Turbine is a marketing firm and is not an FCA-authorised person.

What Changed: From the UK Prospectus Regulation to POATRs

The POATRs (SI 2024/105) replace the UK Prospectus Regulation, which the UK retained after Brexit. Under the old regime, the threshold below which a public offer did not require an FCA-approved prospectus was €8 million. The new regime does three things that matter to crowdfunding issuers:

• A general prohibition with exceptions. Regulation 12 makes it unlawful to offer relevant securities to the public in the UK unless the offer falls within an exception in Part 1 of Schedule 1, or consists entirely of a combination of those exceptions.
• A sterling threshold. The small-offer exception is now expressed as £5 million rather than a euro figure.
• A new platform route. Offers made through a firm with permission to operate an electronic system for public offers — a public offer platform — sit within their own exception, with the FCA setting conduct, due diligence and disclosure rules for operators in Policy Statement PS25/10.

The prospectus itself, under the new framework, is built around admission to trading on a regulated market or a primary MTF. For an unlisted growth company raising from the public, the practical question is no longer "do we write a prospectus?" but "which Schedule 1 exception does this offer sit in?"

The Schedule 1 Exceptions Most Relevant to Crowdfunding

Schedule 1 to the POATRs lists the offers that do not contravene the prohibition. The full text is on legislation.gov.uk; the five that come up in private-company fundraising are summarised below.

Regulation 12 also allows an offer to consist entirely of a combination of exceptions, which is how mixed rounds — a retail tranche alongside qualified investors, for example — are commonly analysed. Whether a particular combination works is a question for UK counsel.

How the £5 Million Calculation Works

The small-offer exception looks simple and is not. Three features of the drafting affect campaign planning:

1. "Cannot exceed," not "did not exceed." Paragraph 1 applies where the total consideration for the securities being offered in the UK cannot exceed £5 million. The test is applied to the offer as structured, so the offer terms — including any overfunding ceiling — need to be capped at the outset. An overfunding feature that could take the UK raise above £5 million takes the offer outside paragraph 1.
2. 12-month aggregation. Paragraph 14 requires an offer to be taken together with other offers of relevant securities by the same offeror that were open within the 12 months ending on the day the new offer is first made, where those earlier offers were exempt only by reason of paragraph 1. A bridge round shortly after a crowdfunding round eats into the same £5 million.
3. UK consideration only, with currency conversion. The threshold counts consideration for securities offered in the United Kingdom. Paragraph 18 sets how a non-sterling amount is converted: at the latest practicable date, no more than three working days before the offer is first made.

Issuers typically model the cap with counsel before the campaign brief is written, because the cap drives the target, the overfunding ceiling and the headline number in every promotion.

Public Offer Platforms: The Route Above £5 Million

Paragraph 13 covers an offer made "by means of a regulated platform" — in the course of a firm carrying on, under a Part 4A permission, the activity specified in article 25DB of the Regulated Activities Order: operating an electronic system for public offers of relevant investments. The FCA's stated aim is to let companies that already raise smaller amounts on investment-based crowdfunding platforms continue to grow by making larger public offers without a full prospectus.

Practical points issuers should understand before planning a raise above £5 million:

• The platform carries regulatory responsibility. PS25/10 places due diligence and disclosure obligations on the POP operator, so expect deeper diligence on the business, the offer document and the marketing claims than a sub-£5 million round would face.
• Not every crowdfunding platform will hold the permission. POP is a distinct regulated activity. The FCA says already-authorised firms can operate a POP under an interim permission regime while their variation-of-permission application is being decided, but issuers should confirm a platform's current permission on the FCA Register rather than assume it.
• Platform choice now has a regulatory dimension. Comparing platforms on fees and audience is no longer enough above £5 million; the first filter is whether the platform can host the offer at that size at all. Our platforms overview covers the wider platform landscape.

The detailed POP operator rules — content requirements for offer documents, withdrawal rights and record-keeping — sit in PS25/10 and the FCA Handbook. Read them with the platform's compliance team rather than relying on a summary, including this one.

The Financial-Promotion Regime Still Applies in Full

Falling within a POATRs exception answers one question: whether the offer is lawful without a prospectus. It does not answer whether the marketing is lawful. Section 21 of the Financial Services and Markets Act 2000 prohibits communicating an invitation or inducement to engage in investment activity in the course of business unless the communicator is an authorised person or the content is approved by one, or an exemption applies.

For a retail crowdfunding campaign that means the FCA's rules for restricted mass market investments — prescribed risk warnings, the personalised risk warning, the 24-hour cooling-off period for first-time investors, appropriateness assessments, and the ban on incentives to invest — all continue to apply to every ad, email and landing page. We cover that regime in detail in our guide to UK crowdfunding financial-promotion rules under s21 FSMA. If the round relies on tax relief, the marketing constraints in our EIS and SEIS crowdfunding guide also apply.

What POATRs Changes in a UK Campaign Plan

Translated into marketing operations, the regime affects five decisions:

1. Target and ceiling. The £5 million line determines which exception the round relies on. Campaign targets, overfunding ceilings and "up to" figures in creative need to match the structure counsel has confirmed.
2. Platform selection. Above £5 million, a platform without the POP permission is not a viable host for a retail public offer. That decision precedes creative and media planning.
3. Timeline. POP operator due diligence adds time before launch. Pre-launch audience building — waitlists and content that do not themselves constitute unapproved financial promotions — has to fit inside a longer runway.
4. Claim discipline. Every claim in marketing must match the offer document the platform has diligenced. Marketing teams typically work from the approved document, not from the pitch deck.
5. Sequencing of rounds. Because paragraph 1 offers aggregate over 12 months, a follow-on raise inside that window may push the issuer into the platform route or another exception. Plan the cadence of raises, not just the next one.

How the UK Regime Compares With US Crowdfunding

US-based founders familiar with Regulation Crowdfunding sometimes assume a UK raise works the same way. It does not. The table below is a structural comparison only.

Issuers raising in both markets typically run separate legal workstreams and separate compliant creative sets. Copy approved for a US campaign is not approved for UK use.

Frequently Asked Questions

Does a UK equity crowdfunding raise need a prospectus?

Usually not. Under the Public Offers and Admissions to Trading Regulations 2024, an offer to the public is lawful without a prospectus if it fits a Schedule 1 exception, and most crowdfunding rounds fit the exception for offers where total UK consideration cannot exceed £5 million over 12 months. Larger retail offers generally need another exception, most commonly an FCA-authorised public offer platform.

What is the £5 million exception under POATRs?

Paragraph 1 of Schedule 1 to the POATRs permits a public offer where the total consideration for the securities offered in the UK cannot exceed £5 million. Paragraph 14 aggregates it with other offers by the same offeror that relied only on that exception and were open in the preceding 12 months. It replaced the €8 million threshold under the former UK Prospectus Regulation.

What is a public offer platform (POP)?

A public offer platform is a firm with FCA permission for the regulated activity of operating an electronic system for public offers of relevant investments. Offers made through a POP fall within their own POATRs exception, which allows unlisted companies to make public offers above £5 million. The FCA set operator rules, including due diligence and disclosure obligations, in Policy Statement PS25/10, effective 19 January 2026.

Can a crowdfunding campaign be overfunded past £5 million?

Not under the small-offer exception if the overfunding could take UK consideration above £5 million, because paragraph 1 applies only where consideration cannot exceed that figure. Issuers that want room above £5 million typically structure the offer through a platform with POP permission or another exception from the outset. The structure should be confirmed with UK counsel before launch.

If my offer is exempt from a prospectus, is my marketing exempt too?

No. The POATRs govern whether the offer itself is lawful; section 21 of FSMA governs the marketing. Every ad, email and landing page for a UK crowdfunding raise is a financial promotion that must be made or approved by an FCA-authorised person and must meet the FCA's rules for restricted mass market investments.

Is Growth Turbine authorised by the FCA?

No. Growth Turbine is an investor-acquisition marketing firm and is not an FCA-authorised person. It cannot approve financial promotions, operate a platform or advise on which POATRs exception applies. Those decisions belong to UK counsel and an FCA-authorised firm, and Growth Turbine's work operates inside the structure they confirm.

Planning a UK Raise Under the New Regime

Which exception a round relies on sets the target, the platform shortlist, the timeline and the claims a campaign can make. Growth Turbine has provided marketing support across more than $540M in issuer-reported totals and 210+ fundraising campaigns managed supported across 23+ crowdfunding platforms. Our equity crowdfunding marketing practice builds investor acquisition around the structure an issuer has settled with counsel, and the UK crowdfunding marketing page explains how that work sits inside the FCA financial-promotion regime.

To scope a UK campaign around your round structure, get in touch.

Disclaimer: The information provided in this article is for educational and informational purposes only and does not constitute legal, financial, or investment advice. Always consult with qualified legal counsel and financial advisors before launching a capital raise.