Investment Management in Germany

Key dates

2025-07-01

During July 2025, Companisto offered the relevant profit participation certificate to retail investors for subscription without having first published the KID. The source identifies the month but not a specific day.

2026-07-30

BaFin imposed the €9,000 administrative fine on Companisto Trust Service XXXV UG for a supervisory-duty breach connected with the Article 5(1) PRIIPs violation.

2026-08-20

BaFin published the English enforcement notice concerning the fine.

2026-08-21

The BaFin publication was updated and displayed the publication date of 21 August 2026.

Suggested considerations

• Firms should inventory products offered to retail investors and identify instruments that may constitute PRIIPs, including profit participation certificates and other structured or investment-linked products.
• Compliance teams may wish to maintain a documented PRIIP classification assessment for each product, including the rationale where an equity-like asset investment is considered outside the PRIIPs scope.
• Manufacturers should ensure that a final, approved KID is published on the relevant website before the product is offered or made available for subscription, with evidence showing the exact publication timestamp and the start of marketing.
• Firms should implement a launch gate preventing website publication, advertising, subscription opening or other retail distribution activity until the required KID has been approved and published.
• Product governance procedures should allocate responsibility among the manufacturer, platform, distributor and website operator for preparing, approving, uploading, monitoring and updating the KID.
• Compliance teams may wish to test archived web pages, subscription journeys and marketing records to confirm that retail investors could not subscribe before the KID became available.
• Senior management should receive exception reporting for any product launch where the KID is incomplete, unavailable, published late or hosted at a location that is not readily accessible to the relevant retail audience.
• Firms should assess whether existing organisational controls are sufficient to prevent or materially impede Article 5(1) breaches, because BaFin’s action shows that inadequate supervisory arrangements may be sanctioned separately from the underlying disclosure failure.

What changed

This is an enforcement action rather than a new rule or amended requirement. BaFin applied Article 5(1) of Regulation (EU) No 1286/2014, which requires a PRIIP manufacturer to draw up and publish a compliant KID before a PRIIP is made available to retail investors. The sanctioned failure was not merely a defective document: the KID was not published on the website in good time before the subscription offer.

Key dates

31 December 2023

(assumed financial year end for 2023) – End of the 2023 financial year for Leo International Precision Health AG, starting the four‑month period for the annual financial information announcement

30 April 2024

– Latest permissible date for publishing the announcement stating from which date and at which web address the 2023 annual financial information is made publicly available (four months after year‑end)

30 June 2024

– Latest permissible date for publishing the half‑yearly financial report for the first half of the 2024 financial year (three months after the end of the reporting period, assuming 31 March 2024 as period end)

08 July 2026 Deadline

– BaFin imposes an administrative fine of €20,000 on Leo International Precision Health AG for failure to publish the required annual announcement for 2023 and the half‑yearly financial report for 2024 within the prescribed periods

30 July 2026

– Public announcement by BaFin of the enforcement measure and fine against Leo International Precision Health AG

Suggested considerations

• Map all WpHG‑related periodic reporting obligations (annual, half‑yearly, and any interim or ad‑hoc requirements) into a documented compliance calendar with responsible owners and system reminders well ahead of statutory deadlines.
• Implement a formal procedure to prepare, approve, and publish “Hinweisbekanntmachungen” that clearly specify the date and internet address of annual financial information, ensuring publication before the first public availability of the annual report and within four months of financial year‑end.
• Establish controls to guarantee that annual financial information is published both in the Company Register and on the issuer’s website, and that these publications are synchronised with the required announcements.
• Design and enforce a process for producing and publishing half‑yearly financial reports within three months after the end of each reporting period, including clear timelines for drafting, audit/review (where relevant), management approval, and technical website publication.
• Conduct a gap analysis of current financial reporting and disclosure procedures against WpHG requirements to identify any missing steps, unclear responsibilities, or weaknesses in escalation mechanisms for imminent deadline breaches.

What changed

• - Issuers domiciled in Germany with securities admitted to trading on an organised market in Germany must publish an announcement (“Hinweisbekanntmachung”) specifying the exact date and internet...
• The announcement on annual financial information must be published no later than four months after the end of each financial year and must be issued before the first public availability of the...
• Annual financial information must be made publicly available on the internet in addition to its disclosure in the Company Register (Unternehmensregister), and the announcement obligation relates...
• Issuers must publish a half‑yearly financial report no later than three months after the end of each reporting period.
• Failure to publish financial reports or the required announcements, or failure to do so within the prescribed periods, constitutes a contravention of the WpHG and exposes the issuer to administrative...

Key dates

August 2025

- The relevant shareholder failed to submit voting rights notifications within the prescribed four‑trading‑day period after crossing thresholds in the issuer

15 July 2026 Deadline

- BaFin imposed two administrative fines of €55,000 each on the natural person for non‑compliance with voting rights notification obligations under sections 33 et seq. WpHG

23 July 2026

- BaFin published the anonymised enforcement measure, indicating that an appeal against the administrative fine order may be lodged

Suggested considerations

• Map all shareholdings in German‑listed issuers (including derivatives and instruments conferring voting rights) against the WpHG notification thresholds and maintain a central register of current and potential reportable positions.
• Implement or enhance automated monitoring tools and internal controls to detect in real time when voting rights in a German‑listed issuer are about to reach, exceed, or fall below a threshold, triggering a four‑trading‑day notification period.
• Establish a clear, documented procedure for preparing and submitting voting rights notifications to both the issuer and BaFin, including responsible owners, escalation paths, and backup arrangements for absences or system outages.
• Review and update internal policies, shareholder disclosure manuals, and client onboarding documentation to explicitly reflect the four‑trading‑day deadline and the requirement to notify both the issuer and BaFin when thresholds are crossed.
• Train front‑office, trading, corporate actions, and legal/compliance staff (including those outside Germany) on German voting rights notification rules, focusing on threshold levels, calculation principles (including aggregation across entities and instruments), and timelines.

What changed

• - BaFin reiterates that shareholders must notify both the issuer and BaFin when their voting rights in an issuer reach, exceed, or fall below specified thresholds, in line with sections 33 et seq.
• The publication confirms that the notification must be made within four trading days from the triggering event (i.e. crossing of a relevant voting rights threshold).
• BaFin highlights that failure to notify, or to notify within the prescribed four‑trading‑day period, constitutes an administrative offence under the WpHG.
• The notice confirms that BaFin can impose administrative fines on natural persons for breaches of the voting rights notification obligation up to a statutory maximum of €2 million.
• The case illustrates BaFin’s willingness to impose multiple fines for multiple notification failures arising from separate threshold crossings or reporting obligations within a given period.

Key dates

28 March 2024

- EU‑level PFOF prohibition under revised MiFIR enters into force, generally banning payment for order flow in the EU, subject to transitional national exemptions

30 June 2026

- German national exemption allowing PFOF for orders from in‑country clients to in‑country firms expires; after this date no new orders may rely on the exemption

01 July 2026

- Full application of the PFOF ban to German clients and German‑authorised firms; credit institutions and investment firms are prohibited from accepting any third‑party payments or benefits for forwarding client orders, and BaFin’s supervisory statement takes practical effect

22 July 2026

- BaFin publishes its supervisory statement specifying rules for neobrokers and other firms on how to comply with the PFOF ban and explaining ESMA’s interpretative decisions and consumer impacts

Suggested considerations

• Identify and map all current remuneration streams linked to order routing, including explicit PFOF arrangements, volume‑based rebates, and other benefits from market makers or venues, and cease any arrangements that constitute PFOF or similar third‑party inducements for forwarding orders.
• Review and update MiFID II / MiFIR inducement policies to explicitly classify PFOF and similar execution‑related rebates as prohibited benefits, ensuring no reliance on inducement disclosure or quality‑enhancement arguments to justify them.
• Amend best‑execution policies and procedures to remove any consideration of third‑party payments from venues or market makers in the execution‑venue selection process and to emphasise price, cost, speed, likelihood of execution, and other MiFID II best‑execution factors.
• Conduct a conflicts‑of‑interest assessment to identify any residual incentives or arrangements that could compromise the duty to act in the best interests of clients in order routing, and implement mitigation measures or remove such conflicts where necessary.
• Redesign pricing and revenue models for neobroker and low‑fee brokerage services to replace PFOF‑funded “zero‑commission” offerings with compliant alternatives, such as explicit commissions, spreads, subscription fees, or other transparent charges.

What changed

• - Credit institutions and investment firms are no longer permitted to accept payments, fees, commissions or non‑monetary benefits from third parties (e.g.
• The prohibition applies to the forwarding of both retail and professional client orders and covers any form of economic benefit linked to routing orders to a specific counterparty or venue.
• Germany’s previous use of the MiFIR national exemption for domestic clients has ended; there is no longer any national carve‑out for PFOF in relation to clients resident or established in Germany.
• BaFin’s supervisory statement specifies how firms must interpret and apply the EU‑level PFOF ban in practice, including alignment with ESMA’s interpretative decisions on the scope of prohibited...
• The stated regulatory objective is to improve the quality of client order execution and prevent conflicts of interest arising from execution venues or market makers incentivising brokers to route...

Key dates

10 July 2026

- BaFin imposes administrative fines totaling €187,500 on Brown Capital Management LLC for failures to submit voting rights notifications within the prescribed period under WpHG

22 July 2026 Deadline

- BaFin publicly announces the administrative fine order and reiterates the four‑trading‑day notification deadline and the legal framework for voting rights notifications

TBD Deadline

- Deadline for Brown Capital Management LLC to lodge an appeal against the administrative fine order, in line with German administrative procedure and appeal timelines (not specified in the publication)

Ongoing

- For all shareholders subject to WpHG, the obligation persists to notify the issuer and BaFin within four trading days whenever relevant thresholds are reached, exceeded or fallen below

Suggested considerations

• Map all portfolios and mandates to identify direct and indirect holdings of shares and related instruments in German issuers subject to WpHG voting rights notification rules.
• Implement or enhance an automated monitoring tool that aggregates positions at group level (including funds, managed accounts and derivatives) and flags when WpHG thresholds are approached or crossed.
• Review and document internal procedures to ensure that notifications to affected issuers and to BaFin are drafted, approved and submitted within the four‑trading‑day statutory deadline.
• Ensure that legal and compliance teams fully understand the WpHG threshold framework (including initial thresholds and subsequent incremental thresholds, and attribution rules) and maintain up‑to‑date written guidance and checklists.
• Establish a clear allocation of responsibilities between portfolio management, trading, operations, legal and compliance for detecting threshold crossings and preparing notification forms.

What changed

• - BaFin has formally confirmed an enforcement action where late or missing voting rights notifications under sections 33 et seq.
• The publication reiterates that shareholders must notify both the issuer and BaFin within four trading days when their voting rights reach, exceed, or fall below certain statutory thresholds in...
• BaFin explicitly links failures to notify or late notifications to administrative offences under the WpHG, with potential fines for legal persons of up to €10 million or up to 5% of total turnover,...
• The communication reflects BaFin’s continued focus on the proper functioning and attractiveness of EU capital markets, framing voting rights notification compliance as a core transparency tool rather...
• The case signals that BaFin is prepared to sanction non‑German firms (such as US‑based Brown Capital Management LLC) when their holdings in German issuers trigger WpHG thresholds and the resulting...

Key dates

16 July 2026

- BaFin imposes a €240,000 administrative fine on TeamViewer SE for violating Article 17(1) MAR by failing to disclose a cyberattack without delay

20 July 2026

- BaFin publishes the enforcement notice detailing the breach, the nature of the inside information (cyberattack), and the applicable fine range under MAR

Suggested considerations

• Conduct an immediate review of incident classification frameworks to ensure that significant cyberattacks are systematically assessed for MAR “inside information” criteria, including likely price impact.
• Update ad hoc disclosure policies and procedures to explicitly cover cyber incidents, including clear triggers, escalation paths, and decision-making timelines for potential MAR disclosures.
• Implement or enhance cross-functional incident response governance so that Security / IT, Legal, Compliance and Investor Relations jointly evaluate cyber events for ad hoc disclosure obligations.
• Review and, where necessary, revise Board and senior management training to cover MAR Article 17 obligations in the context of cyber incidents and operational disruptions.
• Test existing “ad hoc announcement” workflows (including drafting, approval and publication mechanisms) to confirm the firm can publish inside information on cyberattacks “as soon as possible” in practice, including outside normal business hours.

What changed

• - BaFin has explicitly treated a material cyberattack on a listed software company as *inside information* that must be disclosed without delay under Article 17(1) MAR.
• The decision confirms that failure to publish inside information “as soon as possible” constitutes a contravention of subparagraph 1 of Article 17(1) MAR and is subject to administrative fines.
• BaFin reiterates that issuers based in Germany with securities traded on an organised market in Germany are subject to an ad hoc disclosure obligation for inside information.
• BaFin highlights that inside information includes precise, non-public information directly or indirectly relating to an issuer or its instruments, which would likely have a significant price effect...
• The enforcement action illustrates BaFin’s willingness to use its full MAR toolkit on disclosure failures, with potential maximum fines of €2.5 million or up to 2% of total revenue for similar...

Key dates

31 March 2025 (inferable) Deadline

– Latest date by which VARTA AG should have published its 2024 half‑yearly financial report, assuming a 30 September 2024 half‑year‑end and the WpHG three‑month deadline (the obligation is explicit; the precise calendar date is inferable from the three‑month rule)

31 March 2025 (inferable)

– Latest date by which VARTA AG should have published the announcement stating when and where the 2024 half‑yearly financial report would be made publicly available, and in any case before the report itself

23 June 2026

– BaFin imposes administrative fines totalling €620,000 on VARTA AG for breaches of MAR ad‑hoc disclosure obligations and WpHG financial reporting obligations

01 July 2026

– BaFin publishes the enforcement notice on its website

09 July 2026

– BaFin modifies the publication (e.g. editorial changes), confirming ongoing communication around the enforcement case

Suggested considerations

• Review and, where necessary, update internal MAR Article 17(1) ad‑hoc disclosure policies to ensure that all inside information is identified promptly and disclosed to the market without undue delay.
• Implement or strengthen inside information identification and escalation procedures, ensuring front‑office, finance, strategy and legal functions can rapidly flag potentially price‑sensitive, non‑public information to compliance and the executive board.
• Conduct a gap analysis of past and upcoming financial reporting cycles (annual and half‑yearly) to confirm that all reports and associated announcements have been published within the WpHG three‑month deadlines and in the prescribed form.
• Establish a formal reporting calendar that clearly tracks statutory deadlines for half‑yearly financial reports and “Hinweisbekanntmachungen”, with responsibility assigned to named owners in finance, legal and investor relations.
• Review and update disclosure committee charters or equivalent governance structures to ensure clear accountability for MAR‑relevant decisions, including documentation of the assessment of inside information and any delay decisions.

What changed

• - BaFin reinforces that issuers on an organised market must publish inside information “without delay” under Article 17(1) MAR; failure to do so constitutes an administrative offence subject to...
• The publication clarifies the maximum fine levels for MAR ad‑hoc disclosure breaches: up to €2.5 million or 2% of total turnover, whichever is higher, for legal persons.
• BaFin reiterates half‑yearly financial reporting obligations under the German Securities Trading Act (WpHG): issuers must publish half‑yearly financial reports no later than three months after the...
• In addition to the report itself, firms must publish a separate announcement (“Hinweisbekanntmachung”) specifying when and where the half‑yearly financial report will be publicly available (including...
• BaFin confirms that failure to publish financial reports and the corresponding announcements, or to do so within the prescribed period, is a WpHG contravention and subject to enforcement.

Key dates

November 2025 Deadline

- Resolution Capital Limited failed to submit a required voting rights notification within the prescribed four‑trading‑day period, constituting a contravention of sections 33 et seq. WpHG

27 May 2026

- BaFin imposed an administrative fine of €80,000 on Resolution Capital Limited for a breach of supervisory duties linked to the November 2025 notification failure

11 June 2026

- BaFin published the enforcement measure (“Resolution Capital Limited: BaFin imposes administrative fine”) on its website

26 June 2026

- The BaFin publication was modified, indicating finalisation or minor updates to the public notice

Suggested considerations

• Map all holdings in German listed equities and associated financial instruments to WpHG voting rights thresholds and implement automated monitoring to detect when thresholds are reached, exceeded, or fallen below.
• Establish and document internal procedures to ensure that both the issuer and BaFin are notified within four trading days whenever WpHG thresholds are triggered, including clear allocation of responsibilities and escalation paths.
• Review and strengthen organisational measures (policies, systems, controls) to prevent or significantly impede late or missed voting rights notifications, evidencing compliance with supervisory duty expectations under WpHG.
• Conduct a gap analysis of existing major shareholding and transparency procedures against WpHG requirements, and remediate identified weaknesses, including in data feeds, trade capture, and aggregation of voting rights across entities and portfolios.
• Train front‑office, operations, and compliance staff on WpHG voting rights notification obligations, including thresholds, calculation methodologies, timelines, and dual notification requirements to issuers and BaFin.

What changed

• - BaFin has reaffirmed that shareholders must notify both the issuer and BaFin within four trading days when their voting rights reach, exceed, or fall below specified thresholds under sections 33 et...
• BaFin explicitly links late or missing voting rights notifications to contraventions of section 33 et seq. WpHG, which can trigger administrative fines.
• The publication clarifies that BaFin may impose fines either for each individual contravention or for a breach of supervisory duties, broadening enforcement beyond isolated reporting errors to...
• For legal entities, BaFin reiterates that the maximum possible fine for such infringements is €10 million or up to 5% of total revenue, whichever is higher under the WpHG regime.
• BaFin emphasizes that a breach of supervisory duties arises where a firm fails to take sufficient organisational measures to prevent or significantly impede contraventions, signalling expectations...

Key dates

02 July 2025 Deadline

- BaFin issues a warning about offers from Gallus Immobilien entities and AMAGVIK Int. AG being made without the legally required sales prospectus, signalling early supervisory concern with these products

27 May 2026 Deadline

- BaFin formally prohibits the public offer of AMAGVIK Int. AG participation certificates in Germany due to violation of the Vermögensanlagengesetz prospectus requirement

09 June 2026

- BaFin publishes the enforcement notice on its website, making the prohibition publicly known to investors, intermediaries, and other market participants

03 July 2026 Deadline

- The BaFin prohibition becomes final (bestandskräftig), confirming that AMAGVIK Int. AG may not publicly offer its participation certificates in Germany absent full compliance with VermAnlG prospectus rules

07 July 2026

- BaFin modifies/updates the publication, indicating continuing attention to the case and ensuring market participants have the latest information on the enforcement status

Suggested considerations

• Verify immediately whether any existing or planned offerings of participation certificates or other VermAnlG‑covered capital investments to German investors are supported by a BaFin‑approved prospectus, and suspend public offers where no such prospectus exists.
• Review all cross‑border distribution arrangements to ensure non‑German issuers offering capital investments into Germany understand and comply with VermAnlG prospectus obligations before any public marketing or solicitation.
• Implement or strengthen internal controls requiring legal/compliance sign‑off that a BaFin‑approved prospectus is in place (and properly filed) prior to any public offering of capital investments, especially for retail distribution.
• Update product governance and new product approval policies to explicitly cover VermAnlG capital investments, including participation certificates, and to require checks against BaFin’s prospectus database before onboarding or recommending such products.
• Enhance due diligence procedures on third‑party issuers (including Swiss and other non‑EU issuers) to confirm prospectus approval status, prospectus content compliance, and clear disclosure that BaFin does not verify correctness or product quality.

What changed

• - AMAGVIK Int. AG is expressly prohibited from offering its own participation certificates (a form of capital investment) to the public in Germany due to non-compliance with VermAnlG prospectus...
• BaFin has confirmed that the prohibition measure is final and binding, meaning the firm has no remaining ordinary legal remedies to continue the offering in Germany without a compliant prospectus.
• The case reiterates that public offers of capital investments in Germany require prior publication of a sales prospectus approved by BaFin, containing the minimum information mandated by VermAnlG.
• BaFin’s prospectus approval is limited to verifying completeness, understandability, coherence, and consistency of the information, and does not assess factual correctness of the data, the...
• Issuers of capital investments remain fully liable for the accuracy of the information in the prospectus and must clearly state in the prospectus that BaFin does not check correctness of content,...

Key dates

April 2025

- Van Lanschot Kempen Investment Management N.V. fails in two cases to submit voting rights notifications within the prescribed period

11 May 2026

- BaFin imposes an administrative fine of €55,000 on Van Lanschot Kempen Investment Management N.V. for breach of supervisory duties related to WpHG contraventions

02 June 2026

- BaFin publishes the enforcement notice on its website, detailing the nature of the breach and the fine imposed

Suggested considerations

• Review and map all holdings and mandates that are subject to German WpHG voting rights notification requirements, including fund, mandate, and proprietary positions in German listed issuers.
• Implement or enhance automated monitoring systems to track voting rights positions against WpHG thresholds and to flag potential threshold crossings in near real time.
• Establish clear internal procedures to compute voting rights positions according to WpHG rules, including aggregation across funds, accounts, and instruments, and to identify when positions reach, exceed, or fall below relevant thresholds.
• Confirm and document responsibilities between front office, middle office, legal, and compliance teams for identifying threshold crossings and initiating notifications to issuers and BaFin.
• Implement a control framework that ensures voting rights notifications are drafted, approved, and submitted to issuers and BaFin within four trading days of the triggering event.

What changed

• - BaFin reiterates that shareholders subject to German transparency rules must notify both the issuer and BaFin within four trading days when their voting rights reach, exceed, or fall below...
• BaFin clarifies that failure to submit voting rights notifications within the prescribed period constitutes a contravention of sections 33 ff. WpHG, exposing firms to administrative fines.
• BaFin confirms that it may impose fines either per individual contravention or for a breach of supervisory duties, thereby targeting not only the specific lapse but also deficiencies in the firm’s...
• For legal entities, BaFin restates that the maximum administrative fine for WpHG disclosure breaches is €10 million or up to 5% of total revenue, whichever is higher.
• In this case, BaFin chose to sanction a breach of supervisory duties, expressly stating that the firm did not take sufficient organisational measures to prevent or significantly impede the voting...

Key dates

01 January 2026

- BaFin’s increased threshold for managers’ transaction notifications under Article 19 MAR (from €20,000 to €50,000 per calendar year) takes effect, impacting when own‑account transactions become reportable

09 April 2026

- BaFin imposes administrative fines totalling €90,000 on a natural person for failure to submit notifications of own‑account transactions in breach of Article 19(1) MAR

05 May 2026

- BaFin publishes the enforcement notice on its website, making the sanction and underlying conduct publicly known for deterrence and transparency

07 May 2026

- The enforcement publication is modified/updated by BaFin (e.g. editorial adjustments), confirming the current version of the notice

Three business days after each transaction date (ongoing obligation) Deadline

- PDMRs and closely associated persons must notify the issuer and BaFin of own‑account transactions in the issuer’s securities or related instruments no later than three business days after the transaction

Suggested considerations

• Review existing MAR Article 19 managers’ transaction policies and procedures to ensure they explicitly require notification to the issuer and BaFin within three business days of the transaction date.
• Implement or enhance automated monitoring and reminder systems that track PDMR and closely associated persons’ trading and flag the three‑business‑day reporting deadline to both individuals and compliance teams.
• Update internal guidance and PDMR onboarding materials to clarify the increased €50,000 annual reporting threshold effective 01 January 2026 and how to aggregate transactions across the calendar year.
• Map and maintain a current register of all persons closely associated with each PDMR (including natural and legal persons) and ensure they are contractually or formally bound to comply with Article 19 MAR notification obligations.
• Establish clear escalation procedures whereby any missed or late notification is immediately reported to compliance, assessed for regulatory breach, and, where appropriate, self‑reported to BaFin.

What changed

• - The publication reaffirms that persons discharging managerial responsibilities (PDMRs) and persons closely associated with them must notify both the issuer and BaFin of any own-account transactions...
• BaFin clarifies that failure either to notify at all or to notify within the three-business-day deadline constitutes a breach of Article 19(1) MAR and may be sanctioned via administrative fines.
• The publication reiterates BaFin’s fining powers for infringements of Article 19(1) MAR, up to €500,000 for natural persons and up to €1,000,000 for legal persons.
• In the specific case reported, BaFin imposed administrative fines totalling €90,000, signalling a materially significant level of sanction for non‑submission of managers’ transaction notifications.
• The background section restates that the issuer must publicly disclose the information contained in managers’ transaction notifications, emphasising the transparency function within the MAR regime.

Key dates

18 April 2026 Deadline

- BaFin issues the prohibition order against TGI AG’s public offer of “Customer Basic 2%” and “Customer Basic 2% + Treuerabatt” due to missing BaFin‑approved prospectuses under VermAnlG; the measure is immediately enforceable

20 April 2026

- BaFin publishes the enforcement notice on its website, formally informing the market that TGI AG may not offer the relevant capital investments for sale in Germany

29 April 2026

- Publication date stated on the BaFin notice, indicating the formal consumer communication of the prohibition

22 May 2026

- BaFin updates the notice to confirm that the prohibition decision has become final (bestandskräftig), closing off ordinary appeals and confirming its long‑term validity

Suggested considerations

• Identify and classify all existing and planned gold‑linked, commodity‑linked, or “discount”/loyalty investment models offered to German‑resident clients to determine whether they qualify as capital investments (Vermögensanlagen) under VermAnlG rather than simple goods purchases.
• Implement an internal product‑approval control that requires legal determination of the regulatory perimeter (VermAnlG, KWG, WpPG, etc.) before any public offer or marketing of investment‑like products in Germany.
• Ensure that no public offers of capital investments are made in Germany unless and until a prospectus has been prepared in accordance with VermAnlG and formally approved by BaFin, and is then published and made available to investors.
• Review distribution and marketing materials (websites, brochures, social media campaigns, affiliate and MLM networks) to remove any references to capital investment‑type products that lack an approved prospectus for the German market.
• Establish a process to check BaFin’s prospectus database prior to launch to confirm that the final approved prospectus is duly filed and accessible, and maintain internal evidence of filing and approval.

What changed

• - BaFin has formally classified the products “Customer Basic 2%” and “Customer Basic 2% + Treuerabatt” as capital investments (Vermögensanlagen) because customers temporarily provide money in return...
• BaFin has prohibited TGI AG from offering these specific capital investments to the public in Germany, meaning no marketing, distribution, or sale of these products to German investors.
• The prohibition initially took effect on an immediately enforceable basis and has since become final, removing any remaining legal uncertainty over the enforceability of the order.
• The enforcement action confirms BaFin’s expectation that any public offer of capital investments in Germany must be preceded by publication of a prospectus that has been approved (“gebilligt”) by...
• BaFin reiterates that its prospectus review is limited to completeness, coherence and comprehensibility of mandatory disclosures and does not involve verification of factual accuracy, issuer...

Key dates

30 June 2024

(inferable): End of the first six‑month period of the 2024 financial year for a calendar‑year issuer such as Wild Bunch AG, triggering the obligation to prepare a half‑yearly financial report

30 September 2024 Deadline

(inferable): Statutory deadline for publishing the 2024 half‑yearly financial report, three months after the end of the first six‑month period; publication after this date is considered belated and not permitted

13 April 2026

– BaFin imposes an administrative fine of €300,000 on Wild Bunch AG for failing to publish its 2024 half‑yearly financial report within the prescribed period under the WpHG

29 April 2026

– BaFin publishes the enforcement notice regarding the administrative fine imposed on Wild Bunch AG

08 May 2026

– BaFin modifies or updates the published enforcement notice, indicating finalisation of the public communication on the case

Suggested considerations

• Issuers must ensure that half‑yearly financial reports are prepared and approved in time to be published no later than three months after the end of the first six months of the financial year.
• Compliance and finance teams must implement and document a formal reporting calendar and controls that track and escalate upcoming half‑yearly reporting deadlines under the WpHG.
• Boards and senior management must assign clear responsibility for WpHG reporting compliance, including accountability for timely half‑yearly disclosure and escalation of any risk of delay.
• Listed companies must verify that their publication processes (including IT systems, external service providers, and Federal Gazette or exchange publication channels) can reliably meet the three‑month deadline, and must test contingency procedures.
• Firms should conduct a retrospective review of recent half‑yearly reporting cycles to confirm that all reports have been published within the statutory timelines and remediate any control weaknesses identified.

What changed

• - Half‑yearly financial reporting deadlines under the WpHG are reaffirmed as hard requirements: issuers must prepare and publish a half‑yearly financial report for the first six months of each...
• BaFin explicitly reiterates that the WpHG provides no exceptions or exemptions from the obligation to publish half‑yearly financial reports within the prescribed period, including for operational,...
• Failure to publish half‑yearly financial reports, or to publish them within the three‑month deadline, constitutes an administrative offence under the WpHG and exposes issuers to administrative fines.
• BaFin may impose administrative fines up to the greater of €10 million or 5% of total revenue for breaches of periodic financial reporting obligations under the WpHG.
• The Wild Bunch AG case demonstrates BaFin’s willingness to apply material fines for repeat or persistent breaches of disclosure obligations, reinforcing the expectation that issuers maintain...

Key dates

15 October 2025

- BaFin imposes six administrative fines of EUR 40,000 each on a natural person for failure to submit voting rights notifications under the WpHG

21 April 2026 Deadline

- BaFin publishes the enforcement notice “Non‑compliance with notification requirements: BaFin imposes administrative fines,” providing background on voting rights notification rules and the fines imposed

TBD

- Ongoing obligation for shareholders and other parties subject to section 33 WpHG to submit voting rights notifications within four trading days whenever statutory thresholds are reached, exceeded, or fallen below

Suggested considerations

• Map all holdings of German‑listed shares across the group, including subsidiaries and controlled entities, to ensure accurate aggregation of voting rights for threshold monitoring under section 33 WpHG.
• Implement or enhance automated monitoring systems that track voting rights positions in German issuers against the statutory thresholds (3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75%) and flag potential reportable events in real time.
• Establish internal procedures to ensure that any threshold crossings are identified and notified to both the issuer and BaFin within four trading days, including clear workflows, responsibilities, and escalation paths.
• Standardise use of the binding BaFin/WpAV voting rights notification form and integrate it into internal reporting templates and the BaFin MVP reporting portal processes.
• Train front‑office, trading, portfolio‑management, and legal/compliance staff on the WpHG voting rights disclosure regime, including treatment of subsidiaries’ holdings and consequences of late or missing notifications.

What changed

• - BaFin reiterates that shareholders must notify both the issuer and BaFin within four trading days when their voting rights in a listed issuer reach, exceed, or fall below specific statutory...
• Voting rights held by subsidiaries are deemed to be attributable to the parent undertaking and must be included when assessing whether disclosure thresholds are triggered.
• Parties subject to voting rights notification requirements are required to use the binding notification form prescribed in section 12(1) of the German Securities Trading Reporting Regulation (WpAV).
• A failure to notify threshold crossings to both the issuer and BaFin constitutes a violation of section 33(1) sentence 1 WpHG and can lead to administrative fines.
• BaFin confirms that, where imposed on a natural person, the administrative fine for breaches of voting rights notification duties can be up to EUR 2 million per infringement.

Key dates

June 2022 – March 2023

Period during which Barclays failed to submit 26 notifications

March 10, 2026

Date BaFin imposed the €1.65 million fine

March 27, 2026

Publication date of BaFin enforcement announcement

Four trading days

Maximum period to submit notifications after threshold event occurs

Suggested considerations

• *Audit existing processes: Conduct a comprehensive review of voting rights notification procedures, particularly for German-listed issuers, to identify any gaps or delays in submission timelines
• *Strengthen monitoring systems: Implement automated systems to track threshold events in real-time and flag notifications due within the four-trading-day window
• *Enhance organizational controls: Establish clear internal procedures, segregation of duties, and escalation protocols to prevent notification delays—BaFin specifically cited inadequate organizational measures in this case
• *Verify submission records: Maintain comprehensive documentation of all notifications submitted to BaFin and issuers, including timestamps and confirmation of receipt
• *Train relevant personnel: Ensure trading, portfolio management, and compliance teams understand the notification obligations and their respective responsibilities

What changed

• The enforcement action does not introduce new regulatory requirements but rather clarifies BaFin's enforcement posture regarding existing obligations under sections 33 et seq. of the WpHG.
• Notification thresholds: Shareholders must notify when voting rights reach, exceed, or fall below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, or 75%
• Notification timeline: Notifications must be submitted to both the issuer and BaFin within four trading days of the threshold event
• Scope expansion: Notifications apply to direct share holdings and certain financial instruments creating economic interest in shares
• Enforcement basis: BaFin can impose fines for individual contraventions or for breach of supervisory duties (failure to implement adequate organizational measures)

Key dates

No later than three months after end of each reporting period (e.g. by 30 September 2024 for a 30 June 2024 half‑year) Deadline

– Deadline by which the issuer must publish the announcement stating when and where the half‑yearly financial report will be made publicly available on the internet

Before first public availability date of the half‑yearly report (2024) Deadline

– The announcement must be published prior to the initial public availability of the half‑yearly financial report on the specified website and in addition to disclosure in the Company Register

31 December 2024 (inferable)

– End of the 2024 financial year for calendar‑year issuers; the 2024 half‑yearly reporting period would typically end on 30 June 2024, establishing the timing reference for the announcement obligation

03 March 2026 Deadline

– BaFin imposes an administrative fine of EUR 158,000 on aap Implantate AG for failure to publish the required announcement relating to the 2024 half‑yearly financial report

18 March 2026

– BaFin publishes the enforcement notice regarding the fine

Suggested considerations

• Map all WpHG periodic reporting obligations (annual, half‑yearly, and any quarterly reports) and explicitly include the announcement requirement for timing and website disclosure in the firm’s reporting calendar and compliance framework.
• Implement a documented pre‑publication announcement process that ensures an announcement is drafted, approved, and published no later than three months after the end of each reporting period and before the relevant report is first made publicly available.
• Update internal disclosure controls and procedures to treat the announcement as a mandatory regulatory disclosure, with clear ownership assigned to legal/compliance and investor relations teams.
• Configure internal reporting and IT systems so that the company website hosting financial reports and the Company Register disclosure are coordinated with the timing of the announcement, avoiding publication of the report before the announcement has been made.
• Review and update WPHG compliance policies and board‑approved disclosure policies to reference Section 115(1) sentence 2 WpHG and the requirement to announce the date and internet address of half‑yearly financial reports.

What changed

• - Issuers domiciled in Germany with securities admitted to trading on an organised market in Germany must publish an announcement specifying when and on which website their half‑yearly financial...
• The announcement must be published no later than three months after the end of the reporting period and before the half‑yearly financial report is made publicly available for the first time.
• Failure to publish this announcement constitutes a contravention of the German Securities Trading Act (WpHG) and can be sanctioned by BaFin via administrative fines.
• BaFin has clarified in practice that fines for such failures can be significant, with the legal maximum set at EUR 10 million or up to 5% of total revenue.
• The case confirms that BaFin will actively monitor compliance with periodic financial reporting announcement requirements, not just the underlying financial statements themselves.

Key dates

Beginning of 2022

– flatexDEGIRO Bank AG violated WpHG requirements by advertising free services without disclosing processing fees

2022

– flatexDEGIRO adapted its practices to comply with legal requirements

December 16, 2025

– BaFin imposed two administrative fines totaling €560,000

December 22, 2025

– BaFin publicly announced the enforcement action

Suggested considerations

• *For flatexDEGIRO Bank AG (already completed):
• Modify marketing materials to clearly and explicitly disclose all material costs and fees
• Ensure balanced presentation of benefits and risks across all marketing channels
• *For all investment services providers (preventive compliance):
• *Audit marketing materials across all channels (websites, social media, advertisements, promotional materials) to identify any claims of "free" or "no-cost" services that lack explicit fee disclosures

What changed

• The enforcement action clarifies BaFin's expectations regarding fair and clear marketing communications for investment services:
• Investment services providers must explicitly and unambiguously disclose all material costs, including processing fees, when advertising services as "free"
• Marketing materials must present both benefits and risks of services in a balanced manner, with relevant risks highlighted alongside advantages
• These obligations apply across all marketing channels, including company websites
• The requirements are grounded in the WpHG and further specified in EU regulations and MiFID II guidance The violation centered on flatexDEGIRO's failure to clearly indicate that regular processing...