November 3, 2026
Author: Joao Lages
StoFöG 2026 changes a practical obstacle that had made it difficult for German companies to sell their own bonds directly to retail investors. Since 10 February 2026, Germany’s Securities Prospectus Act no longer requires every qualifying sub-threshold public offer to be placed exclusively through an investment firm that checks statutory individual investment limits. An issuer can therefore consider a direct subscription route for its own bonds when the surrounding regulatory perimeter permits it.
The reform is important, but it is not a general exemption from securities law. The bond still has to be classified and documented correctly. The issuer must determine whether a prospectus, a securities information sheet, or a PRIIPs key information document is required; comply with advertising rules; control the subscription and payment process; and analyse every country in which the offer is made. Any third party that brokers orders, gives personal recommendations, or performs another investment service may still need authorisation.
The Standortfördergesetz, commonly shortened to StoFöG, repealed section 6 of the German Securities Prospectus Act, or Wertpapierprospektgesetz. The enacted law was published in the Federal Law Gazette on 9 February 2026. The relevant repeal took effect the following day. The official enacted text of StoFöG records both the repeal and the commencement provisions.
Former section 6 imposed two linked conditions on certain public offers made without an EU prospectus under Germany’s national sub-threshold regime. First, the offer had to be intermediated through investment advice or brokerage by a licensed securities institution. Second, that institution had to check statutory investment thresholds for non-qualified investors. The structure was intended as a retail-protection gate, but it also meant that an issuer could not simply run a compliant direct subscription process even where it had prepared the required disclosure document.
The legislative explanation submitted to the Bundestag is unusually direct: the mandatory offer through investment advice or brokerage and the associated review of individual investment limits cease to apply. In operational terms, the law removes an obligatory distribution layer. It does not prohibit an issuer from using a regulated distributor, and many issuers will still choose one because regulated onboarding, investor classification, payment controls, recordkeeping, and complaints handling remain demanding.
The repeal of section 6 WpPG became effective on 10 February 2026. This date matters because StoFöG contains several staggered commencement provisions. Some other amendments to the WpPG were delayed until 5 June 2026, when relevant EU Listing Act changes became applicable. The repeal itself was not included in that delayed group, so it followed the default rule of entering into force on the day after promulgation.
For an offer that straddles the effective date, an issuer should not assume that the new rule retroactively cures an earlier distribution defect. The legal analysis should reflect when marketing began, when subscription commitments were accepted, which documents investors received, and which entity performed each regulated activity. A clean new process is usually easier to defend than trying to retrofit a historic offer.
StoFöG 2026 does not itself create a new prospectus exemption. It changes how Germany treats an offer that already falls within the national exemption permitted by Article 3(2) of the EU Prospectus Regulation. Under the Prospectus Regulation applicable from 5 June 2026, a Member State may exempt a public offer with an aggregated consideration below EUR 12 million per issuer or offeror over twelve months, provided the offer is not subject to passport notification under Article 25.
The aggregation test is not a per-campaign marketing budget. It generally looks across ongoing offers and relevant offers made during the previous twelve months, including different types or classes of securities, except offers covered by an approved prospectus or specified EU exemptions. A company planning several note, bond, or tokenised-security campaigns must therefore maintain a single reliable issuance ledger rather than assess each landing page in isolation.
Germany uses the national disclosure mechanism in the WpPG. The current German Securities Prospectus Act generally requires a Wertpapier-Informationsblatt, or WIB, for a public offer made under the Article 3(2) exemption. Important exceptions include an aggregate European Economic Area offer below EUR 100,000 over twelve months, an issuer whose shares are already admitted to trading on a regulated market, a credit institution, and a case in which a PRIIPs key information document must be prepared. These exceptions are technical; the facts and product design determine which one applies.
These thresholds should be treated as decision points, not safe-harbour checklists. The definition of a public offer is broad, and a nominally private campaign can become public through unrestricted online promotion, affiliate marketing, or broad social-media solicitation.
Where the issuer’s own activity does not amount to a regulated investment service, the repeal makes a first-party subscription journey realistically possible. The company can publish its approved or permitted disclosure, present the bond terms, onboard eligible investors, receive subscription declarations, allocate bonds, and administer ongoing payments without appointing a broker merely to satisfy former section 6.
The distinction between issuing and intermediating is central. A company selling a security that it has issued is not automatically providing a service to a third party, but the analysis can change when a separate group company, special-purpose vehicle sponsor, platform operator, or sales agent steps into the flow. Teams should map legal entities and actual conduct, not rely on the brand shown on the website.
That opportunity is most useful for an issuer with an identifiable investor community, a credible repayment source, and the operational capacity to run a controlled offer. Direct distribution can reduce dependency on a placement agent, preserve the issuer’s brand, and give the issuer better data about the subscription funnel. It can also make smaller raises commercially viable when traditional placement fees would consume too much of the proceeds.
But direct does not mean informal. The issuer needs a defensible record of which version of the terms, WIB or KID, risk factors, and marketing materials each investor saw; when acceptance occurred; how withdrawals and failed payments were handled; and how conflicts or complaints were escalated. If the bond is represented electronically or on a distributed ledger, the legal register, transfer restrictions, wallet or custody model, and recovery process must match the terms of issue. The Lympid guide to tokenising a security in Europe explains why the legal instrument must be designed before the technical token.
The most dangerous reading of the reform is that Germany now allows anyone to sell bonds to the public without supervision. That is wrong. StoFöG removed one national distribution condition. It did not remove the following layers.
BaFin’s prospectus guidance also makes an important distinction: its review concerns completeness, coherence, and comprehensibility, not a commercial endorsement of the issuer or a guarantee that every statement is substantively correct. Management remains responsible for the offer and its disclosures.
The right route depends on distribution ambition, internal capability, investor type, and geography. StoFöG 2026 gives issuers an additional option; it does not make that option automatically superior.
A hybrid is also possible. The issuer may originate the product and communicate its investment case while a regulated firm performs specified investment services. Responsibilities must be allocated in writing and reflected in the actual customer journey. A disclaimer cannot repair a process in which an unlicensed party is effectively recommending or placing the bond.
A robust implementation begins before the website is designed. The following sequence keeps the legal, financial, and technical decisions aligned.
An Article 3(2) national exemption is not a small prospectus passport. The EU rule expressly ties the exemption to an offer that is not notified under Article 25. If marketing reaches investors in another Member State, the issuer must analyse that state’s threshold, national information-document requirements, language rules, advertising regime, and investment-services perimeter. The lowest applicable threshold and most restrictive operational requirement may shape the campaign in practice.
Online reach is not the same as legally targeting every country, but the distinction depends on facts. Language, paid advertisements, country selectors, local affiliates, events, shipping or payment options, and active investor acceptance can all demonstrate targeting. Geoblocking alone is not a complete compliance strategy, yet uncontrolled acceptance from excluded countries is an obvious weakness.
Issuers seeking broad EEA retail access should compare the cost of repeated national analyses with the cost and strategic value of a full prospectus. A partner with regulated distribution permissions can reduce operational fragmentation, but it cannot convert a non-passportable disclosure document into a passported prospectus.
The removal of former section 6 moves responsibility closer to the issuer. That can improve efficiency, but it also concentrates execution risk.
These risks are manageable when the issuer treats distribution as a controlled financial process rather than an ecommerce campaign. Legal advice should be specific to the instrument and countries involved, and financial projections should be independently challenged. Nothing in this article is individual legal, tax, investment, or financial advice.
StoFöG 2026 makes selling your own bonds in Germany more workable because it removes the automatic requirement to use investment advice or brokerage solely to satisfy former section 6 WpPG. A qualifying issuer can now assess a first-party distribution model and may avoid a layer that previously made smaller offers expensive or impractical.
The commercial opportunity is narrower than the slogan “sell bonds directly” suggests. The prospectus threshold, aggregation rules, WIB or PRIIPs KID, BaFin process, advertising standards, investment-services perimeter, operational controls, and country-by-country analysis remain. The best route is the one that matches the fundraising amount, investor population, geography, and issuer capability—and that creates an auditable investor journey from first advertisement to final repayment.
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