Clearstream and Euroclear Push 28th Regime for EU Digital Debt Securities
Clearstream and Euroclear have put forward a proposal for a new optional “28th regime” to harmonise the issuance of dematerialised debt securities across the European Union. The framework will ease cross‑border issuance. It will leave equities and trading, settlement and payment rules under existing national and EU laws.
Why a 28th Regime Is Needed
Companies issuing debt securities across EU borders must comply with multiple legal regimes. An issuer incorporated in one Member State may choose the law of another country for its securities and use a Central Securities Depository (CSD) in a third. That creates legal and operational complexity, especially when different national rules define what counts as “valid issuance”. The 28th regime aims to reduce that fragmentation by offering a coherent, EU‑level framework that companies can choose on a security‑by‑security basis.
How the 28th Regime Would Work
Under the proposal, the 28th regime would be an optional, opt‑in framework: issuers may select it for a specific debt security, but once chosen, compliance with the regime becomes mandatory for that instrument. The regime applies only to dematerialised debt securities and does not cover equity. The framework also sits alongside existing EU and national rules, including the Central Securities Depositories Regulation (CSDR), the Prospectus Regulation, and MiFID II.
Technology‑Neutral Approach
A key feature executives emphasised is that the 28th regime is neutral on technology. The central issuance record could be maintained using traditional book‑entry systems, DLT/tokenisation or other digital methods. The companies stressed that the regime focuses on the legal and procedural coherence of issuance, not on locking users into any particular technology. The approach is intended to support innovation in digital and DLT‑based instruments.
Role of the Record Administrator
The framework introduces a “Record Administrator” role responsible for maintaining the issuance record of the security. This entity could be a CSD, a bank or an investment firm. The companies noted that the proposal does not call for a new licensing regime for Record Administrators. It relies on existing authorised entities to perform this function. The framework aims to create a reliable “single source of truth” for the outstanding debt and its terms.
What Is Not Covered
Company executives also made clear that several areas are explicitly out of scope. Trading, settlement, and payment of securities will continue to fall under existing EU and national laws, including CSDR and T+2 rules. Equities are excluded from the current regime. The proposal also does not seek full harmonisation of securities law.
Benefits for the EU and Market Participants
The companies argued that the 28th regime would help reduce legal and procedural fragmentation, support the objectives of the Savings and Investments Union, and enhance the global competitiveness of EU financial markets by making cross‑border issuance more predictable. For issuers, the framework would offer a single harmonised issuance model instead of 27 separate national regimes. It will lower legal and operational costs and reduce the need for multi‑jurisdictional analysis. Faster time‑to‑market and clearer rules for both book‑entry and DLT‑based issuance are seen as notable advantages.
Investors would benefit from clearer ownership representation through a central issuance record and improved interoperability across different holding and custody models. The companies expect that reduced legal uncertainty in cross‑border investments would also encourage broader uptake of digital and DLT‑based instruments.
Wrapping Up
Clearstream and Euroclear’s 28th regime proposal aims to harmonise issuance rules at the EU level. Also, it preserves the role of national regimes and existing EU laws. The framework seeks to simplify cross‑border issuance, cut costs, and support innovation in digital debt instruments.
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