EUROPEAN UNION: Clearstream and Euroclear Propose a Framework on the Issuance of Dematerialized Debt Securities

Friday May 22 2026

Clearstream and Euroclear proposed a framework on the issuance of dematerialized debt securities. The aim of the framework on dematerialized debt securities is to increase legal certainty in cross-border issuances by addressing uncertainties resulting from legal fragmentation across EU Member States. The purpose of the proposed solution is to facilitate issuer access to funding by providing a clear and simplified European legal framework for the issuance of dematerialized debt securities within the EU, which also addresses the investor’s needs.

In this context, the proposal focuses on the key issues regarding the issuance process with the aim to strike the right balance between creating value and feasibility, by unifying selected areas at EU level and leaving certain elements (e.g. investor rights) at Member State level.

Key highlights include:

• Opt-in, security-by-security: Issuers may choose the 28th regime for a specific security; once selected, compliance is mandatory.
• Limited to dematerialized 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/tokenization 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.

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