Background information

As a rule, securities may be offered to the public in Germany only if a prospectus has been published. This prospectus must be approved by BaFin prior to publication. Offering securities to the public without an approved prospectus constitutes a violation of the prospectus requirement under Article 3(1) of the EU Prospectus Regulation – unless an exemption applies.

An exemption from the prospectus requirement applies, for example, if the total consideration for the securities offered in the European Economic Area (EEA) within 12 months is less than EUR 8 million. In this case, however, it is necessary to file a securities information sheet with BaFin and publish it before the securities are offered to the public. BaFin must approve the publication of the securities information sheet. During the approval process, BaFin checks whether the securities information sheet contains the minimum information required by law in the stipulated order and checks to make sure the approval of the issuer’s most recent annual financial statements has taken place within the last 18 months. However, BaFin is not responsible for checking whether the information contained in the securities information sheet is correct, for assessing the integrity of the issuer, or for monitoring the product in question.

Offerors and issuers can be held liable for failing to publish a securities information sheet as required (section 15 of the German Securities Prospectus Act (Wertpapierprospektgesetz – WpPG). The parties initiating the securities information sheet and the offerors are liable for the accuracy of the information provided in the securities information sheet (section 11 of the WpPG).

Violations of the requirement to publish a securities information sheet are punishable by a fine of up to EUR 700,000.

BaFin advises consumers to base all investments in securities solely on the information offerors are required to provide by law.

You can check whether an approved prospectus or an approved securities information sheet for an offer of securities to the public has been filed with BaFin by consulting the Prospectuses filed database on the BaFin website.

Please note: in accordance with section 4 (4) of the German Act Establishing the Federal Financial Supervisory Authority (Finanzdienstleistungsaufsichtsgesetz – FinDAG), BaFin performs its functions and exercises its powers exclusively in the public interest. Due to their statutory obligation of confidentiality, BaFin’s staff are not in a position to provide third parties with information regarding the progress and results of administrative proceedings.

However, there are ways in which you can support BaFin’s work: if you have any specific information about the offerors mentioned above – such as contract templates, e-mail addresses, telephone or fax numbers of contact persons or the offeror’s account details – please do not hesitate to get in touch with our contact point for whistleblowers.