Senior Managers / Governance in Germany

Key dates

2025-07-01

During July 2025, Effecta offered the relevant profit participation certificate to retail investors through a website without first publishing the KID. The source does not specify the exact day.

2026-07-30

BaFin imposed the €15,000 administrative fine on Effecta GmbH.

2026-08-21

BaFin’s English publication was current or updated on this date.

Suggested considerations

• Compliance teams may wish to inventory all products offered to retail investors and document the PRIIP classification decision for each product, including profit participation certificates and other structured or securities-like investments.
• Firms should consider implementing a hard pre-launch control that blocks retail subscriptions until the current KID is available on the relevant distribution website and the link, version and publication time have been recorded.
• Intermediaries may wish to allocate contractual responsibility between manufacturer, platform operator and distributor for preparing, approving, publishing, updating and removing KIDs, with evidence of completion retained for each offering.
• Online distributors should consider testing whether the KID is clearly accessible before the investor reaches the binding offer or subscription stage, is free of charge, can be downloaded and stored, and remains available on the required durable medium.
• Firms should consider maintaining audit trails showing the KID version displayed, publication timestamp, website location, investor notification and any periods during which an offering was paused because the KID was unavailable.
• Governance functions may wish to review supervisory oversight of product launches and assess whether escalation, sampling and post-launch monitoring would have prevented or detected a missing KID.
• Compliance teams may wish to review comparable offerings launched since July 2025 and remediate any period in which a PRIIP was presented to retail investors without a compliant KID, taking account of potential disclosure, distribution and customer-redress consequences.

What changed

This is an enforcement action rather than a new rule. BaFin applied Article 13(1) in conjunction with Article 14 of Regulation (EU) No 1286/2014, requiring persons advising on or selling a PRIIP to make the KID available to retail investors free of charge, in good time before they are bound by a contract or offer. The document may be supplied on paper, on another durable medium, or through a website meeting the Regulation’s conditions, including notifying the investor of the website address and location and keeping the KID accessible, downloadable and storable for as long as needed.

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

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

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 October 2023

- BaFin imposes administrative fines totalling 331,500 euros on ZhongDe Waste Technology AG for multiple failures to publish and announce financial reports under sections 114 and 115 WpHG for financial years 2021 and 2022

Financial year 2024 (year Deadline

end date: company-specific); - Statutory deadline under section 325 HGB for submission of consolidated accounting documents to the Bundesanzeiger is generally no later than one year after the balance sheet date of the financial year to which they relate

7 November 2025

- The Federal Office of Justice issues a disciplinary fine order of 50,000 euros against ZhongDe Waste Technology AG for failure to submit consolidated financial statements for financial year 2024 to the Bundesanzeiger in electronic form

04 May 2026

- BaFin publishes the enforcement measure, disclosing the disciplinary fine imposed by the Federal Office of Justice and the underlying breach of sections 325 and 335 HGB

Suggested considerations

• Review and map all statutory disclosure obligations under sections 325 to 335 HGB, including deadlines and format requirements for the submission of annual and consolidated financial statements to the Bundesanzeiger.
• Establish or enhance internal controls to ensure that consolidated accounting documents for each financial year are prepared, approved and submitted electronically to the Bundesanzeiger within the one-year deadline from the balance sheet date.
• Implement a compliance calendar that explicitly tracks HGB disclosure deadlines alongside WpHG financial reporting and publication obligations (annual reports, half-yearly reports, and related announcements) to avoid gaps between corporate and capital markets requirements.
• Assign clear responsibility to specific senior managers or functions (e.g. CFO, Head of Accounting, Company Secretary) for timely Bundesanzeiger filings and ensure these responsibilities are reflected in role descriptions and governance documentation.
• Conduct a gap analysis of prior years’ disclosures to confirm that all required annual and consolidated financial statements have been properly filed with the Bundesanzeiger and publicly available; remediate any missing filings without delay.

What changed

• - The case confirms the continued strict enforcement by the Federal Office of Justice of section 325 HGB requirements that consolidated accounting documents be submitted to the Bundesanzeiger in...
• The decision illustrates the application of section 335 HGB, including the possibility of imposing disciplinary fines of up to 50,000 euros for non-compliance with disclosure obligations relating to...
• The publication reinforces that failure to submit consolidated financial statements for a given financial year (here, 2024) for disclosure purposes constitutes a breach regardless of any parallel...
• The case signals that the BfJ will proceed to final sanction where the company does not appeal the disciplinary fine order, and that lack of appeal results in a binding enforcement outcome.
• The enforcement adds to a pattern of repeated transparency/reporting violations by the same issuer, highlighting regulators’ willingness to sanction persistent non-compliance with both HGB corporate...

Key dates

2022 (end of year)

– flatexDEGIRO SE becomes aware of BaFin’s section 44 KWG special inspection findings on shortcomings in proper business organisation and fails to publish an ad hoc disclosure “as soon as possible.”

20 April 2026

– BaFin imposes an administrative fine of €1,000,000 on flatexDEGIRO SE for infringement of the MAR ad hoc disclosure obligation in Article 17(1)

30 April 2026

– BaFin publicly announces the administrative fine and publishes the enforcement notice

07 May 2026

– BaFin modifies or updates the published enforcement notice (administrative information change, not a new regulatory obligation)

Suggested considerations

• Review and update internal MAR Article 17 policies to ensure that all supervisory findings, particularly section 44 KWG special inspections revealing organisational shortcomings, are assessed promptly and systematically for potential classification as inside information.
• Implement or strengthen formal escalation procedures so that supervisory findings and other potential inside information are immediately escalated from risk, compliance, and legal to the issuer’s disclosure committee or senior management for rapid ad hoc disclosure decisions.
• Ensure that any information determined to be inside information is disclosed “as soon as possible” via a formal MAR‑compliant ad hoc announcement and not merely via a standard press release or non‑regulated communication channel.
• Review current disclosure controls and procedures to confirm that ad hoc announcements are distinguished clearly from general press releases, including separate workflows, templates, approval chains, and distribution lists.
• Conduct a gap analysis of past supervisory communications and regulatory inspections to confirm that no potentially price‑sensitive findings were handled only as press releases; remediate control failures and document lessons learned.

What changed

• - BaFin confirms that supervisory findings from a section 44 KWG special inspection that identify shortcomings in proper business organisation can constitute inside information requiring ad hoc...
• BaFin re‑emphasises that issuers must disclose inside information “as soon as possible” and that delayed or gradual communication via standard press releases does not satisfy MAR ad hoc disclosure...
• BaFin reiterates its power to impose administrative fines for failures to publish inside information in a timely and proper manner, up to €2.5 million or 2% of total revenue, and demonstrates its...
• BaFin clarifies that the appropriate format for investor‑relevant inside information is a MAR‑compliant ad hoc disclosure, not a general press release, and that any delay or downgrading of format can...
• The publication reinforces that issuers domiciled in Germany whose instruments are traded on organised markets or MTFs remain fully subject to MAR ad hoc disclosure obligations, including for...

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...