Electronic shares and crypto shares: what applies since 2023?

Short answer

Since the Future Financing Act (Zukunftsfinanzierungsgesetz, Act of 11 December 2023, Federal Law Gazette 2023 I No. 354), German stock corporations can issue shares without a certificate as electronic shares under the Electronic Securities Act (eWpG) (Section 1 nos. 2 and 3 eWpG). Registered shares are possible in a central register and in a crypto securities register; bearer shares only in a central register. The articles of association must exclude certification and, for a crypto securities register, must expressly permit the entry (Section 10(6) German Stock Corporation Act, AktG). Sections 30a and 30b eWpG govern the keeping of the share register by the registrar and re-registration when defaulting shareholders are excluded.

At a glance

Legal basis: Future Financing Act, Federal Law Gazette 2023 I No. 354 (published 14 December 2023); reference date for shares in Section 33 eWpG: 15 December 2023.
Crypto shares are possible only as registered shares (Section 1 no. 3, Section 17(1) no. 8(a) eWpG).
Articles: exclusion of certification is mandatory; crypto securities register only if expressly permitted (Section 10(6) AktG).
Non-voting preference shares may be issued only up to half of the share capital (Section 139(2) AktG).
Minimum share capital of an AG: EUR 50,000 (Section 7 AktG).

Since when have electronic shares existed?

From 10 June 2021, the eWpG initially applied only to bearer bonds. The Future Financing Act extended the scope to shares; it was promulgated in the Federal Law Gazette 2023 Part I No. 354 on 14 December 2023. Section 33 eWpG names 15 December 2023 as the reference date for shares: shares issued before that date whose certification is excluded by the articles can be replaced by central register securities in a register kept by a central securities depository (Sections 6(3), 33 eWpG).

Like any electronic security, an electronic share is created by entry in an electronic securities register instead of by issuing a certificate (Section 2(1) eWpG). It has the same legal effect as a certificated share (Section 2(2) eWpG). An electronic share in a crypto securities register is colloquially called a crypto share; the statute does not use that term.

Which share can go into which register?

Under Section 10(1) sentence 1 AktG, shares are in principle registered shares. Bearer shares are permitted only under the conditions of Section 10(1) sentence 2 AktG, among others if certification is excluded and the share is entered in a central securities register under Section 12 eWpG (Section 10(1) sentence 2 no. 3 AktG).

Type of share	Central register	Crypto securities register
Registered share	Permitted (Section 1 no. 2 eWpG)	Permitted if expressly allowed by the articles (Section 10(6) sentence 2 AktG)
Bearer share	Permitted if certification is excluded (Section 1 no. 3 eWpG, Section 10(1) sentence 2 no. 3 AktG)	Not permitted
Partly paid share	Only as registered share (Section 10(2) AktG); amount paid in recorded (Section 13(1) no. 8(b) eWpG)	As registered share; amount paid in recorded (Section 17(1) no. 8(b) eWpG)

For shares in a crypto securities register, Section 17(1) no. 8 eWpG requires additional details: that they are registered shares, par value or no-par shares, the class where there are several classes, the number of votes for multiple-voting shares, whether they were issued without voting rights, and whether the articles make transfer of ownership subject to the company's consent.

What must the articles of association contain?

For electronic shares, the articles of association are the central control instrument. Unlike terms and conditions, they are not deposited with the register (Section 5(5) eWpG). Founders and management boards should check the following points:

Exclusion of certification: the articles must exclude certification for shares entered as electronic shares (Section 10(6) sentence 1 AktG).
Permission for the crypto securities register: entry in a crypto securities register is permitted only if the articles expressly allow it (Section 10(6) sentence 2 AktG).
Transfer restrictions: if the articles make transfer subject to the company's consent (Section 68(2) AktG), the registrar may re-register only after consent (Section 25(3) sentence 1 eWpG).
Change of registrar: for a crypto securities register, without a rule in the articles the issuer can change the registrar without asking the shareholders (Section 16(2) sentence 3 eWpG).

An amendment to the articles, for example to introduce electronic shares in an existing AG, requires a resolution of the general meeting with at least three quarters of the share capital represented, unless the articles provide otherwise (Section 179(2) AktG). Electronic registered shares cannot be transferred by endorsement (Section 25(3) sentence 2 eWpG).

What do Sections 30a and 30b eWpG govern?

Registered shares must be entered in the company's share register regardless of certification, with the shareholder's name, date of birth, address and electronic address (Section 67(1) AktG). Vis-à-vis the company, only a person entered in the share register counts as shareholder (Section 67(2) sentence 1 AktG). Section 25(2) sentence 2 eWpG clarifies that this rule remains unaffected for electronic shares. The electronic securities register and the share register are therefore two different registers.

Section 30a eWpG allows the issuer to also commission the registrar with keeping the share register under Section 67(1) sentence 1 AktG. If the issuer changes the securities register, it may terminate the share register agreement for cause as of the end of the register keeping. Both registers can thus be combined with one service provider.

Section 30b eWpG concerns defaulting shareholders excluded under Section 64(3) AktG. The issuer may have their shares re-registered to the predecessor who paid the outstanding amount under Section 65(1) AktG. It proves the exclusion to the registrar by the announcement in the company's publications.

How are preference and ordinary shares represented electronically?

Shares can confer different rights, in particular regarding distribution of profits and company assets; shares with the same rights form a class (Section 11 AktG). As a rule, every share confers voting rights (Section 12 AktG). Ordinary shares are the basic form with voting rights.

Non-voting preference shares are shares with a preference in the distribution of profits, such as a preferential or additional dividend, for which voting rights are excluded (Section 139(1) AktG). A preferential dividend must be paid in arrears unless the articles provide otherwise. Non-voting preference shares may only be issued up to half of the share capital (Section 139(2) AktG).

In the crypto securities register, the class and the absence of voting rights are recorded as register details (Section 17(1) no. 8(d) and (f) eWpG). Ordinary and preference shares can thus be represented electronically as separate classes. If the relationship between several classes is to be changed to the detriment of one class, a separate resolution of the disadvantaged shareholders is required (Section 179(3) AktG).

What does this mean for GmbH founders?

Shares in a GmbH are not covered by Section 1 eWpG and therefore cannot be issued as electronic securities. Anyone wishing to raise equity through electronic shares needs a stock corporation (AG), a partnership limited by shares (KGaA) or a European company (SE). For an SE with its seat in Germany, the rules for a German stock corporation apply to capital and shares (Art. 5 SE Regulation).

Change of legal form: a GmbH can acquire the legal form of another corporation by conversion (Sections 190, 226 German Transformation Act, UmwG).
Majority: the conversion resolution requires at least three quarters of the votes cast at the shareholders' meeting (Section 240(1) UmwG).
Founder status: the consenting shareholders take the place of the founders when the stock corporation formation rules are applied (Section 245(1) UmwG).
Share capital: the AG requires at least EUR 50,000 in share capital (Section 7 AktG).
Articles: include the exclusion of certification and, where applicable, permission for the crypto securities register (Section 10(6) AktG).

Anyone offering electronic shares to the public must also check prospectus law. For investors, the typical equity risks apply: as providers of equity they bear the entrepreneurial risk up to total loss, and unlisted shares can often be sold only to a limited extent.

How does heartstocks structure digital shares?

heartstocks GmbH, based in Hamburg, structures preference and ordinary shares as digital securities under the eWpG and AktG. According to its own figures (as of 2026), heartstocks has supported more than 15 tokenisation projects since 2021 and completed more than 5 regulatory approval processes (securities prospectus or subscription documents). The process comprises seven steps: initial meeting and product selection, structuring, documentation, regulatory filing, technical implementation, go-live with subscription period, and ongoing administration.

At heartstocks, preference shares with a dividend preference allow equity financing without surrendering control to investors, while ordinary shares offer participation with full voting rights. A GmbH that does not plan to convert into an AG can raise capital with heartstocks through a bond, a bonus-interest bond or a profit participation certificate issued as a bearer bond, directly or via an SPV. Whether an SPV or a direct issuance is used is decided by heartstocks and the issuer in the initial call, depending on asset, volume and investor audience.

In share issuances with heartstocks, the tokens are issued in the Nyala register and held in custody via Tangany. Investors subscribe after digital onboarding with video identification, pay in euros by SEPA transfer and see their holding in the investor dashboard.

The issuer steers distribution to investors. heartstocks supports placement and investor access with reporting and closing, and issuers see pipeline and subscription status in real time. Banks, asset managers and distribution partners can be integrated as tipsters or distribution partners.

This article provides general information on the legal situation and does not replace individual legal or investment advice.

More at heartstocks: Types of securities and project process Tipsters and distribution partners Prospectus requirement and WIB 2026

Frequently asked questions

Can a GmbH issue crypto shares?

No. The eWpG covers only bearer bonds and shares (Section 1 eWpG). To issue electronic shares, a GmbH must first be converted into an AG or KGaA, for example by a change of legal form under Sections 190 et seq. UmwG, or use an SE. A GmbH can, however, issue bearer bonds electronically under Section 1 no. 1 eWpG.

Can bearer shares be issued as crypto shares?

No. Under Section 1 no. 3 eWpG, bearer shares are possible only in a central register. Only registered shares are permitted in a crypto securities register, and only if the articles expressly allow the entry (Section 10(6) sentence 2 AktG).

Does the crypto securities register replace the share register?

No. The share register under Section 67 AktG continues to exist and is decisive for the relationship with the company (Section 25(2) sentence 2 eWpG). However, under Section 30a eWpG the issuer may additionally commission the registrar to keep the share register.

How many non-voting preference shares are permitted?

Non-voting preference shares may be issued only up to half of the share capital (Section 139(2) AktG). This limit applies regardless of whether the shares are certificated or issued electronically.