Guides · Jurisdictions 🇩🇪

Tokenization in Germany

Germany didn't wait for tokenization — it legislated for it, giving a blockchain-registered 'crypto security' the same legal force as a paper certificate in 2021 and extending it to shares in 2025. That statutory certainty comes with the most demanding process of any market covered here: BaFin scrutinises the prospectus, the register is a licensed activity, and the identity checks are among Europe's strictest. Precise, supervised, and not for the unprepared.

Rules as of July 10, 2026 · not legal advice

The short version

Tokenized securities are expressly legal in Germany under the Electronic Securities Act (eWpG). A bond — and, since November 2025, a registered share — can be issued as a 'crypto security' (Kryptowertpapier) recorded on a blockchain-based register, with the same legal effect as a certificated security. A private company raises under the EU Prospectus Regulation or an exemption — qualified investors, fewer than 150 non-qualified persons, ≥€100,000 tickets, or Germany's €8M small-offer exemption with a short information sheet. What triggers a licence: operating the crypto securities register (a BaFin-authorised financial service), custody, dealing, or advising. A tokenized security is a financial instrument under MiFID II, so it sits outside MiCA, under securities law. The trade-off for that certainty is process: a public raise means BaFin-approved disclosure (a full prospectus scrutinised over 10–20 working days plus comment rounds, or an approved information sheet), a licensed register, and Germany's high-assurance KYC — obligations that run in parallel, with no single one-stop filing.

The framework

Legal status

Settled and statutory. The Electronic Securities Act (Gesetz über elektronische Wertpapiere, eWpG), in force since June 2021, created 'electronic securities' with the same legal effect as paper certificates — in two forms: central-register securities and 'crypto securities' (Kryptowertpapiere) recorded on a blockchain-based crypto securities register. It first covered bearer bonds.

Electronic shares (2025)

The Future Financing Act (Zukunftsfinanzierungsgesetz) extended the eWpG to shares, with the electronic-shares provisions taking effect 1 November 2025. Registered shares (Namensaktien) can now be issued as either central-register or crypto (blockchain) securities; bearer shares only as central-register securities. Germany is now one of the few jurisdictions where a share itself can be a native on-chain security.

Who regulates

BaFin (the Federal Financial Supervisory Authority), co-supervising with the Bundesbank. BaFin is also Germany's national competent authority under MiCA, and approves securities prospectuses and information sheets.

Register operator licence

Maintaining a crypto securities register (Kryptowertpapierregisterführung) is a regulated financial service under the German Banking Act (§ 1(1a) KWG) requiring BaFin authorisation under § 32 KWG — minimum initial capital €150,000, fit-and-proper management, and heavy emphasis on IT security. Most issuers appoint an already-licensed registrar rather than run the register themselves.

MiCA boundary

Critical for tokenized RWA: a tokenized security is a financial instrument under MiFID II, so it falls OUTSIDE MiCA — governed instead by MiFID II, the Prospectus Regulation, the WpPG, and the eWpG. MiCA (and Germany's implementing KMAG, in the Federal Law Gazette December 2024) covers crypto-assets that are not financial instruments. ESMA's December 2024 guidelines are the controlling classification reference.

Prospectus & exemptions

The EU Prospectus Regulation applies directly, supplemented by the German Securities Prospectus Act (WpPG). The exemptions: offers only to qualified investors, to fewer than 150 non-qualified persons per state, or at ≥€100,000 per investor/denomination — plus Germany's § 3 WpPG small-offer exemption up to €8M in 12 months using a three-page Securities Information Sheet (WIB) instead of a full prospectus.

Prospectus approval

A public offer that isn't exempt needs a prospectus that BaFin has scrutinised and formally approved before publication (Article 20 of the EU Prospectus Regulation). The statutory review is 10 working days — 20 for first-time issuers that have never offered or listed before — but the clock restarts on each round of BaFin comments, so issuers should budget roughly 9–11 weeks and at least three rounds end-to-end. BaFin checks completeness, consistency, and comprehensibility, not the merits; approval is not an endorsement. Prospectuses and the smaller Securities Information Sheet (WIB, €500 fee) are filed through BaFin's electronic MVP-Portal, and an approved German prospectus can be passported across the EEA.

KYC & AML (strict)

This is where Germany is materially heavier than lighter-touch markets. Token issuers, crypto-securities registrars, custodians, and CASPs are 'obliged entities' under the Money Laundering Act (Geldwäschegesetz, GwG), with full customer due diligence, ongoing monitoring, and suspicious-activity reporting. Identity verification demands high-assurance methods — PostIdent, attended video identification, the German eID function, or a qualified electronic signature paired with a reference bank transfer — not selfie-only onboarding. On top sit beneficial-owner checks against the full Transparency Register (with a duty to report discrepancies), enhanced due diligence for PEPs and high-risk countries, and the EU travel rule (Transfer of Funds Regulation) on crypto transfers since December 2024. BaFin's application guidance (Auslegungs- und Anwendungshinweise) is the operative reference.

DLT Pilot Regime

The EU DLT Pilot Regime (Regulation 2022/858, applicable since March 2023) provides a sandbox for DLT market infrastructures — a DLT MTF, settlement system, or combined trading-and-settlement system — to trade and settle tokenized financial instruments with tailored exemptions from CSDR and MiFID II. The Commission has signalled it intends the regime to become permanent.

Foreign issuers

A non-German company can raise in Germany, but an eWpG electronic security is tied to a German-supervised register and its property-law dimension is governed by German law (the eWpG's register-supervision conflicts rule). Foreign issuers therefore typically issue a German-law instrument through a BaFin-licensed registrar or a German issuance vehicle — or issue under their home DLT-securities regime and passport only the offer into Germany.

The exemption menu

Qualified investors	No prospectus for offers addressed solely to qualified (professional) investors under the EU Prospectus Regulation.
Fewer than 150 persons	No prospectus for offers to fewer than 150 non-qualified persons per EEA state — commonly combined with the qualified-investor exemption.
≥€100,000 tickets	No prospectus where each investor commits at least €100,000, or the denomination per unit is at least €100,000.
§ 3 WpPG small offer (€8M)	Public offers up to an EEA aggregate of €8M in 12 months need only a three-page Securities Information Sheet (WIB) approved by BaFin — but above €1M/year, distribution must run through a licensed securities-services firm that verifies per-investor limits.

For foreign issuers

A foreign issuer can access the German market via a prospectus or an exemption — but eWpG 'crypto securities' are anchored to a German-supervised register and German property law, so the practical route is a German-law instrument issued through a BaFin-licensed registrar or a German issuance vehicle.
Alternatively, issue under your home jurisdiction's own DLT-securities regime and passport only the offer into Germany under the EU Prospectus Regulation — the eWpG register is not mandatory to reach German investors.
Get the classification right first: if the token is a financial instrument it is securities law (MiFID II / Prospectus Regulation / eWpG), not MiCA — the two regimes are mutually exclusive by ESMA's criteria.

Still in flux (July 10, 2026)

A Second Future Financing Act (ZuFinG II) has been discussed to further deepen Germany's capital markets — its status was unconfirmed as of mid-2026; verify before relying on it.
The eWpG itself saw further amendment activity in early 2026 — confirm the latest text for any point that turns on very recent wording.
The EU DLT Pilot Regime's move to permanence (the Commission has signalled no expiry) and adjacent CSDR settlement reforms remain in progress.
Germany's video-identification rules are shifting from BaFin's Circular 3/2017 to a dedicated Money-Laundering Video-Identification Ordinance, with regulators treating attended video-ident as a 'bridge technology' and pushing eID alternatives — confirm the method in force before onboarding.

How Stobox fits

Stobox operates in Germany as a technology and preparation layer: Intelligence organizes the company into a verifiable record, Raisable prepares the offering package to sit inside the Prospectus Regulation exemptions or the § 3 WpPG small-offer route, and Compass issues ERC-7943 tokens whose transfer rules enforce investor eligibility on-chain. The crypto securities register and any custody or distribution run through BaFin-licensed partners — Stobox is not a BaFin-authorised register operator, custodian, dealer, or a law firm.

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Questions, answered

Are tokenized securities legal in Germany?

Yes — expressly. Since the Electronic Securities Act (eWpG) came into force in June 2021, securities can be issued as 'electronic securities', including crypto securities recorded on a blockchain-based register with the same legal effect as paper. Since November 2025 this extends to registered shares.

Do I need a prospectus?

Only if no exemption applies. You can avoid a full prospectus by offering solely to qualified investors, to fewer than 150 non-qualified persons per country, at ≥€100,000 per investor — or under Germany's § 3 WpPG €8M small-offer exemption, which needs only a three-page information sheet (and, above €1M/year, distribution through a licensed securities firm).

Does MiCA apply to my tokenized bond or equity?

No. A tokenized security is a financial instrument under MiFID II and falls outside MiCA — it is governed by MiFID II, the Prospectus Regulation, the WpPG, and the eWpG. MiCA covers crypto-assets that are not financial instruments, such as utility tokens and stablecoins.

Do I need a licence to run the token register?

Yes, if you keep the crypto securities register yourself — that is a regulated financial service under the KWG requiring BaFin authorisation (minimum €150,000 capital, fit-and-proper management, IT-security requirements). Many issuers appoint an already-licensed registrar instead.

How long does BaFin prospectus approval take?

The statutory review period is 10 working days, or 20 for first-time issuers that have never offered or listed securities before. But the clock restarts each time BaFin sends comments and you resubmit — so in practice issuers budget around 9–11 weeks and at least three comment rounds. For offers of €100,000 up to under €8M you can instead publish a Securities Information Sheet (WIB), which BaFin also approves before publication for a €500 fee, filed via its MVP-Portal.

What KYC standard applies in Germany, and why is it stricter?

Germany's Money Laundering Act (GwG) makes token issuers, custodians, crypto-securities registrars, and CASPs obliged entities with full KYC/AML duties. Identity must be verified with high-assurance methods — PostIdent, attended video-ident, the German eID, or a qualified e-signature plus a reference bank transfer — not selfie-only flows. Add beneficial-owner verification against the full Transparency Register, enhanced due diligence for PEPs and high-risk countries, and the EU crypto travel rule, and Germany becomes materially more demanding than lighter-touch jurisdictions.

Can a non-German company use the eWpG?

It can raise in Germany, but eWpG crypto securities are tied to a German-supervised register and German property law. Foreign issuers usually issue a German-law instrument through a BaFin-licensed registrar or a German vehicle, or issue under their home DLT-securities law and passport only the offer into Germany.

More jurisdictions: 🇺🇸 United States · 🇪🇺 European Union · 🇬🇧 United Kingdom · 🇦🇪 United Arab Emirates · 🇨🇭 Switzerland · 🇱🇮 Liechtenstein · 🇸🇬 Singapore · 🇭🇰 Hong Kong · 🇻🇬 British Virgin Islands · 🇰🇾 Cayman Islands · 🇱🇺 Luxembourg · compare the US exemptions · how tokenization works

Sources

General information reflecting public sources as of July 10, 2026 — regulations change, and this page is not legal, tax, or investment advice. Structure any offering with qualified counsel in the relevant jurisdiction. Stobox is a non-custodial technology provider — not a broker-dealer, adviser, or law firm; see Legal & disclosures.