All issuers filing securities prospectuses with BaFin in English and indicating their intention to conduct the process bilingually can benefit from these simplifications. They should notify BaFin of their intention as early as possible during the process, preferably at the pre-application stage.

Applications and notifications to BaFin

German is the official language and as such, all applications and notifications associated with the approval process for securities prospectuses must continue to be submitted to BaFin in German. To streamline the process, however, BaFin now provides bilingual forms on its website for the approval and notification application, the filing of the final offer price and/or offer volume, and the notification of publication. The forms contain all the information necessary for the approval process.

By law, BaFin cannot provide bilingual forms for any other application types, e.g. for applications on non-inclusion of information in accordance with section 8 (2) of the German Securities Prospectus Act (Wertpapierprospektgesetz – WpPG - only available in German) and on permission for English as the language of the prospectus in accordance with section 19 (1) sentence 2 of the WpPG. As a result, these applications must continue to be submitted in German.

Communication and documents

English can be used as the exclusive language for all oral and written communication prior to the approval process. This applies for instance to coordinating timing and to questions about pro forma and historical financial information.

All documents associated with the process can also be submitted to BaFin in English. These include in particular powers of attorney, the appointment of an authorised agent in accordance with section 34 of the WpPG, cross reference lists and implementation lists. English can also be used to communicate with the competent BaFin employees during the process, for instance if there is uncertainty about individual points in the consultation.

Letters from BaFin to issuers

To reduce the translation effort for issuers, from now on BaFin is including English translations with its standard letters. These are not, however, legally binding.
Legal deadlines for review prevent BaFin from providing a translation of the notice of hearing (Anhörungsschreiben), which is the core component of the approval process. This will continue to be sent to issuers or their legal representatives in German only.

Right to request a translation

BaFin reserves the right to request German translations of all or selected English documents, and/or to request that German be used for the written or oral communication before or during the approval process.

This may e.g. depend on the complexity of the issue and the legal arguments put forward. The decision also factors in an estimate of the time needed and the expected benefits. As a result, accepting documents in English on a case-by-case basis cannot be taken as the general administrative practice at BaFin.

MVP application

Due to BaFin's function as the central evidence repository for filed securities prospectuses, simplifying the language requirements for the approval process does not affect the application for access to BaFin's reporting and publishing platform, the MVP Portal. Issuers must provide the requisite supporting documents to submit securities prospectuses to BaFin electronically. This may take some time, for instance if documents from abroad are not comparable with notarisations issued by German notaries or with extracts from German commercial registers. Applicants should therefore factor in sufficient time.

The supporting documents must be submitted in English or with a German translation. If a power of attorney to apply for MVP access is also intended to cover the approval process, it must be worded to the effect that the filing party is authorised both to submit documents electronically and to represent the principal in contact with BaFin during the approval process.

Authorised agents

Finally, it should be noted that issuers with registered offices abroad are required to appoint an authorised agent in Germany, in accordance with section 34 in conjunction with section 2 no. 13 (b) or (c) of the WpPG. BaFin will send all communication to these authorised agents in order for the applicable deadlines to be observed.