AMAGVIK Int. AG: Bafin prohibits company from offering participation certificates to the public

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.
• Train front‑office staff, investment advisers, and distributors on German prospectus requirements under the Capital Investment Act and the limitations of BaFin’s prospectus review, so they do not misrepresent BaFin’s role to clients.

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 requirements.
• 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 reliability of the issuer, or the quality or suitability of t
• 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, issuer reliability, or product quality.
• BaFin has highlighted that the existence and status of approved capital investment prospectuses can and should be checked via its prospectus database, reinforcing an expectation that market participants conduct such checks.

Who is affected

• Non-German issuers of capital investments (including Swiss and other third‑country firms) that publicly market participation certificates or similar VermAnlG‑covered products into Germany.
• German and EU‑authorised investment firms and distributors that market, intermediate, or advise on capital investments, including participation certificates, to German retail or semi‑professional investors.
• Wealth and private banking units distributing structured or quasi‑equity products such as participation certificates to German clients.
• Capital markets and trading firms involved in structuring or placing VermAnlG‑type capital investments for public distribution in Germany.
• Compliance, legal, and product governance functions responsible for prospectus preparation, approval workflows, and regulatory due diligence on third‑party offerings into Germany.