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Stand:updated on 27.03.2023 Prospectuses for securities

In Germany, securities may not, as a rule, be offered to the public or admitted to trading on an organised market without a prospectus that has been approved by BaFin. The prospectus must contain the legally required minimum information that is designed to ensure that investors receive extensive information about the security concerned.

I. Introduction

BaFin examines whether the prospectus includes all statutory minimum information and is worded understandably. In addition, it ensures that the prospectus does not contain any contradictory statements. However, BaFin does not verify the trustworthiness of the issuer, nor does it review the investment product. BaFin also does not check whether the content of the prospectus is correct. Liability claims can be asserted against the issuer of the securities at a later date if the prospectus is found to have a mistake or omission in respect of its content.

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.

BaFin provides information on its website as to whether a prospectus has been filed with BaFin for an offer of securities to the public or for admission to trading on an organised market. You will find these prospectuses in the list of securities prospectuses filed.

II. Legal basis

The EU Prospectus Regulation contains specifications regarding the drawing up and approval of prospectuses and is complemented by other delegated regulations, namely Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 and Commission Delegated Regulation (EU) 2019/979 of 14 March 2019, with the latter including regulatory technical standards (RTS).

The German Securities Prospectus Act (Wertpapierprospektgesetz – WpPG) mainly sets out requirements for the securities information sheet, a national provision on exemption from the prospectus requirement (insofar as the Prospectus Regulation grants the member states an option in this respect), as well as provisions regarding prospectus liability and BaFin’s powers to sanction contraventions.

Additional information

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