Prospectus Duty and WIB 2026: The EUR 12m Threshold

Short answer

Since 5 June 2026, public offers of securities are exempt from the prospectus requirement throughout the EU if the aggregated total consideration in the Union over 12 months is less than EUR 12 million per issuer or offeror (Art. 3(2) Prospectus Regulation as amended by Regulation (EU) 2024/2809). The exemption requires that the offer is not subject to notification under Art. 25 Prospectus Regulation. Anyone using it in Germany from a total consideration of EUR 100,000 over 12 months must generally first prepare a securities information sheet (Wertpapier-Informationsblatt, WIB) under section 4 of the German Securities Prospectus Act (WpPG), file it with BaFin and publish it once BaFin has permitted publication; exemptions are set out in section 4(1) sentence 2 WpPG. The former EUR 8 million limit of section 3 no. 2 WpPG (old version) no longer applies, and the individual investment thresholds of section 6 WpPG (old version) were already repealed with effect from 10 February 2026.

At a glance

Prospectus-free: public offers below EUR 12m per issuer or offeror over 12 months, provided there is no notification under Art. 25 Prospectus Regulation (Art. 3(2) Prospectus Regulation, applicable since 5 June 2026).
In Germany, prospectus-free offers generally require a WIB from EUR 100,000 over 12 months (section 4(1) WpPG); exemptions include credit institutions, issuers with listed shares and cases requiring a PRIIPs key information document (section 4(1) sentence 2 WpPG).
BaFin decides within 10 working days of complete receipt whether publication is permitted (section 4(2) WpPG). Fee: EUR 5,923 (FinDAGebV, item 3.2).
Sections 3 and 6 WpPG have been repealed (Location Promotion Act, BGBl. 2026 I No. 33): section 6 since 10 February 2026, section 3 since 5 June 2026.

What applies since 5 June 2026?

Art. 3(2) of the Prospectus Regulation (EU) 2017/1129, as amended by Regulation (EU) 2024/2809 (Listing Act), directly exempts public offers of securities from the prospectus requirement if two conditions are met: the offer is not subject to notification under Art. 25 Prospectus Regulation, and the aggregated total consideration of the securities offered in the Union over a period of 12 months is less than EUR 12,000,000 per issuer or offeror. The exemption applies directly throughout the EU. Member States nevertheless retain some leeway: they may set a lower threshold of EUR 5 million (Art. 3(2a) Prospectus Regulation) and require a national information document for prospectus-free offers (Art. 3(2d) Prospectus Regulation).

Regulation (EU) 2024/2809 was published in the Official Journal on 14 November 2024 and entered into force on the twentieth day thereafter. The new wording of Art. 3(1) and (2) Prospectus Regulation (Art. 1 point 3 of the amending regulation) applies from 5 June 2026 under its Art. 4(3). Prospectuses approved by 4 June 2026 are subject to the transitional rule in Art. 48a(1) Prospectus Regulation.

Germany has not opted for the lower threshold of EUR 5 million under Art. 3(2a) Prospectus Regulation: section 4(1) WpPG refers to Art. 3(2) Prospectus Regulation and provides for no reduction. The EUR 12 million threshold therefore applies in Germany. As a national information document within the meaning of Art. 3(2d) Prospectus Regulation, Germany requires the WIB under section 4 WpPG.

Under Art. 3(2c) Prospectus Regulation, the EUR 12 million calculation includes all ongoing public offers and those made in the preceding 12 months, across all types and classes of securities. Offers for which a prospectus was published or which fell under an exemption in Art. 1(4) first subparagraph Prospectus Regulation are not counted.

What did the Location Promotion Act change in the WpPG?

The Act to Promote Private Investment and the Financial Centre (Standortfördergesetz, StoFöG) of 4 February 2026 was promulgated on 9 February 2026 (BGBl. 2026 I No. 33). Articles 14 to 18 StoFöG amend the WpPG in stages (commencement under Art. 64 StoFöG).

Section 6 WpPG (individual investment thresholds for non-qualified investors) was repealed by Art. 16 no. 4 StoFöG. This item is not listed in the special rules of Art. 64(2) to (8) and therefore entered into force under Art. 64(1) on the day after promulgation, i.e. 10 February 2026.
Section 3 WpPG (national prospectus exemption up to EUR 8 million) was repealed by Art. 16 no. 2 StoFöG with effect from 5 June 2026 (Art. 64(4) StoFöG).
Since 5 June 2026, section 4(1) WpPG refers to Art. 3(2) Prospectus Regulation instead of section 3 no. 2 WpPG and restates the exemptions from the WIB requirement (Art. 16 no. 3 StoFöG).

Section 6 WpPG (old version) allowed prospectus-free offers to non-qualified investors only via an investment services firm that had to check individual investment thresholds (base amount EUR 1,000 per investor, more only after self-disclosure). This requirement has lapsed.

What must a securities information sheet contain?

Under section 4(1) sentence 1 WpPG, an offeror using the exemption in Art. 3(2) Prospectus Regulation may only offer securities to the public in Germany after preparing a WIB, filing it with BaFin and publishing it. Under section 4(1) sentence 2 WpPG, the WIB requirement does not apply to a total consideration in the EEA of less than EUR 100,000 over 12 months, to issuers whose shares are already admitted to a regulated market, to credit institutions, or where a key information document under the PRIIPs Regulation (EU) No 1286/2014 must be published.

Requirement	Rule	Provision
Length	maximum 3 A4 pages; up to 4 pages for electronic securities under the eWpG and other digital securities	section 4(3) sentence 1, (3a) no. 1 WpPG
Mandatory content	9 items in fixed order, including type and ISIN, functioning, identity of offeror and issuer, risks, leverage ratio, prospects for repayment and returns, costs, offer terms, use of proceeds	section 4(3) sentence 2 WpPG
Additional for digital securities	all electronic and digital securities: technical design, underlying technologies, transferability and tradability (no. 2); electronic securities under the eWpG only, in addition: registrar and where and how investors can inspect the register (no. 3)	section 4(3a) nos. 2 and 3 WpPG
Warning	Prescribed warning that the acquisition involves considerable risks and may lead to total loss of the capital invested, highlighted in print on the first page, directly below the first heading	section 4(4) WpPG
Permission	BaFin notifies within 10 working days of receipt, for an incomplete WIB only from complete receipt; date of adoption of the last annual accounts no more than 18 months earlier	section 4(2) WpPG
Publication	at least one business day before the offer starts, freely accessible; submission via BaFin's reporting and publication system	section 5(1) and (3) WpPG

BaFin checks the WIB only for completeness and order, not for accuracy; the WIB must say so (section 4(5) no. 1 WpPG). The WIB may relate to one specific security only and may not be promotional (section 4(7) WpPG).

Who is liable for the WIB and the prospectus?

If material information in the WIB is inaccurate or misleading, or the warning is missing, the acquirer may, under section 11 WpPG, require those responsible for issuing the WIB and the offeror, as joint and several debtors, to take back the securities against reimbursement of the purchase price. This requires an acquisition after publication of the WIB and during the offer, at the latest within six months of the first public offer in Germany. A person who proves that they were unaware of the inaccuracy and that this lack of knowledge was not due to gross negligence is not liable (section 13(1) WpPG).

If a required WIB is not published, the issuer and the offeror are jointly and severally liable under section 15 WpPG to take back the securities. Sections 9, 10, 12 and 14 WpPG govern prospectuses. Agreements that reduce or waive these claims in advance are void under section 16(1) WpPG. Breaches of section 4(1) WpPG are also subject to administrative fines (section 24 WpPG).

Which exemptions apply and when is a prospectus required?

Irrespective of the EUR 12 million threshold, Art. 1(4) first subparagraph Prospectus Regulation exempts, among others, the following offers, which can be combined (Art. 1(6)). Section 4(1) WpPG does not require a WIB for offers based solely on one of these exemptions, because the WIB requirement is tied only to Art. 3(2) Prospectus Regulation.

Offers addressed solely to qualified investors (point (a))
Offers addressed to fewer than 150 natural or legal persons per Member State other than qualified investors (point (b))
Offers with a minimum denomination of EUR 100,000 (point (c))
Offers where each investor acquires securities for at least EUR 100,000 per separate offer (point (d))

From an aggregated total consideration of EUR 12 million per issuer or offeror over 12 months, a public offer requires an approved prospectus (Art. 3(1) Prospectus Regulation), unless an exemption under Art. 1(4) Prospectus Regulation applies. Admission to trading on a regulated market requires a prospectus irrespective of volume (Art. 3(3) Prospectus Regulation). The approving authority is the competent authority of the home Member State, in Germany BaFin. It decides within 10 working days of each submission of the draft; 20 working days apply only to the first submission of a first-time issuer (Art. 20(2) and (3) Prospectus Regulation). If the authority requests changes, the period starts again with each new submission (Art. 20(4) Prospectus Regulation).

The BaFin fee for approving a prospectus drawn up as a single document is EUR 16,915 (FinDAGebV, item 3.1). For a tripartite prospectus, the fees are EUR 5,577 for the registration document and EUR 5,851 for the securities note and summary (items 3.3 and 3.4).

Old versus new: what has changed?

Topic	Until 4 June 2026	Since 5 June 2026
Prospectus-free ceiling	no more than EUR 8m over 12 months (Art. 3(2) Prospectus Regulation old version as a Member State option, implemented in section 3 no. 2 WpPG old version)	less than EUR 12m per issuer or offeror over 12 months, directly EU-wide (Art. 3(2) Prospectus Regulation new version)
Information document	WIB under section 4 WpPG	WIB under section 4 WpPG as a national information document, as permitted to Member States by Art. 3(2d) Prospectus Regulation; Germany has not used the option of a EUR 5m threshold (Art. 3(2a))
Lower limit of WIB requirement	EUR 100,000	EUR 100,000, calculated over 12 months in line with Art. 3(2c) Prospectus Regulation
Individual thresholds and distribution via investment firms	section 6 WpPG old version; repealed with effect from 10 February 2026	no longer regulated in the WpPG

Do individual thresholds or an intermediary requirement still apply?

Under the current wording of the WpPG (as of October 2026), offers of securities with a WIB are subject neither to individual investment thresholds nor to a requirement to distribute through an investment services firm: section 6 WpPG was repealed without replacement, and section 4 WpPG contains no equivalent rule. Other provisions remain unaffected. If an investment services firm is involved, it must, for example, generally obtain information on the client's knowledge and experience and assess appropriateness before providing investment brokerage (section 63(10) of the German Securities Trading Act, WpHG). Please check in each individual case which distribution rules apply to your distribution model.

Separate individual thresholds still apply to investment products under the German Capital Investment Act (VermAnlG), as a condition of the prospectus exemption for crowdfunding: the exemption under section 2a VermAnlG only applies if the internet service platform must check that an investor does not acquire more than EUR 1,000 per issuer, with self-disclosure up to EUR 10,000 or twice the monthly net income, at most EUR 25,000 (section 2a(3) VermAnlG). These amounts do not apply to investors that are corporations or certain GmbH & Co. KGs. The provision concerns investment products such as subordinated loans, not securities.

How heartstocks supports subscription documents

For issuances with heartstocks, the subscription documents (subscription form, risk disclosures and where applicable corporate documents) are drafted, finalised and submitted to BaFin. heartstocks steers the filing of the WIB or the approval of a prospectus with BaFin on behalf of the issuer, including the regulatory dialogue.

According to its own figures (as of 2026), heartstocks has completed more than 5 regulatory approval processes (securities prospectus or subscription documents) and supported more than 15 tokenisation projects; heartstocks GmbH, based in Hamburg, has been active in the market since 2021. A simple digital bond with subscription documents and a standard structure takes around 6 weeks if the client documentation is complete at kick-off; issuances requiring a prospectus or KAGB structures with special terms take around 3 months.

At heartstocks, the regulated roles are connected: heartstocks provides investment brokerage as a tied agent within the meaning of section 3(2) of the German Investment Firm Act (WpIG), exclusively for the account and under the liability of CONCEDUS GmbH, Nuremberg; the tokens are issued in the Nyala register and held in custody via Tangany. heartstocks provides the regulatory framework for platform and structuring.

This article provides general information and does not replace legal or investment advice.

More at heartstocks: Process from documentation to go-live Tied agents explained FAQ on timing and costs

Frequently asked questions

Does the EUR 8m limit for prospectus-free offers still apply in Germany?

No. Section 3 WpPG with the EUR 8m limit was repealed with effect from 5 June 2026. Since then Art. 3(2) Prospectus Regulation applies directly, with a threshold of less than EUR 12m per issuer or offeror over 12 months, provided there is no notification under Art. 25 Prospectus Regulation. A WIB under section 4 WpPG is generally mandatory for such offers from EUR 100,000 unless an exemption under section 4(1) sentence 2 WpPG applies.

How long does BaFin take to review a WIB?

BaFin states within 10 working days of receipt whether it permits publication (section 4(2) WpPG). If the WIB is incomplete, the period only starts once the missing information is received. After permission, the WIB must be published at least one business day before the offer starts.

Must prospectus-free securities still be distributed via an investment firm?

The WpPG no longer requires this since section 6 WpPG was repealed on 10 February 2026. The individual investment thresholds contained there have also lapsed. Whether other laws, such as the WpHG or the WpIG, impose obligations on your specific distribution channel must be checked in each individual case.

What does BaFin charge for permitting a WIB?

The fee for permitting publication of a WIB is EUR 5,923 (FinDAGebV fee schedule, item 3.2). Administration of a filed updated WIB costs EUR 354 (item 3.5). Approval of a single-document prospectus costs EUR 16,915 (item 3.1); for a tripartite prospectus, the fees are EUR 5,577 and EUR 5,851 (items 3.3 and 3.4).

Can Germany lower the EUR 12m threshold?

The Prospectus Regulation allows Member States to set a lower threshold of EUR 5m (Art. 3(2a)) and to require a national information document (Art. 3(2d)). Germany has not opted for the EUR 5m threshold; section 4(1) WpPG is tied to the EUR 12m threshold. As the national document, Germany requires the WIB under section 4 WpPG.