I. Introduction

BaFin examines whether the prospectus includes all statutory minimum information and is worded in a comprehensible manner. In addition, it ensures that the prospectus does not contain any contradictory statements. BaFin does not, however, monitor the integrity of the issuer; neither does it scrutinise the viability of the business model. BaFin also does not check whether the content of the prospectus is correct. In fact, this must be explicitly pointed out on the cover sheet. If a prospectus contains errors or is incomplete, it can be used as evidence by investors who assert liability claims.
Offerors sometimes use statements such as “prospectus filed with BaFin” in their advertising. BaFin expressly disapproves of this type of advertising because it does not provide any indication whatsoever of the quality of the offer or the offeror; rather, it creates the impression that BaFin has given the issue its stamp of approval. Such is not the case, however. Offerors are expressly prohibited from using information in their advertising that could be misleading in terms of the scope of BaFin’s examination.
For any public offer of capital investments, BaFin provides details of whether a prospectus has been filed with BaFin in accordance with statutory retention periods and publication deadlines. The list of prospectuses for capital investments that have been filed may be obtained here.

II. Legal basis

The VermAnlG contains rules regarding the scope, maturity and permissibility of capital investments as well as a ban on blind pools and semi-blind pools. It sets rules concerning the prospectus requirement, exemptions to the requirement, the prospectus approval and supplement procedures, and requirements following submission of the prospectus. It also regulates the process by which issuers can appoint an independent party to monitor the application of funds in certain situations. The minimum information required for a prospectus is laid down in the Investment Prospectus Regulation (Vermögensanlagen-Verkaufsprospektverordnung). The VermAnlG also includes requirements for the capital investment information sheet along with the necessary approval and filing procedures. In addition, the VermAnlG establishes stricter accounting obligations for issuers of capital investments and specifications for the advertising of capital investments.