Under § 3(2) of the German Investment Firm Act (WpIG), a tied agent is a company based in Germany that only provides investment brokerage, investment advice or placement services, exclusively on behalf of and under the liability of an investment firm. It is not deemed an investment firm and needs no licence of its own, provided the liable firm has notified BaFin, the German financial supervisor, in advance. Its activity is attributed to the liable firm, and BaFin keeps a public register of these agents. A corresponding model under the liability of a CRR credit institution is governed by § 2(10) of the Banking Act (KWG).
- Four features (§ 3(2) sentence 1 WpIG): based in Germany, no banking business, only investment brokerage, investment advice or placement, exclusively on behalf of and under the liability of an investment firm; in addition, prior notification by the liable firm.
- The activity is attributed to the liable investment firm (§ 3(2) sentence 2 WpIG).
- The liable firm must ensure reliability and professional competence and keep records for five years (§ 28 WpIG).
- Public register at BaFin showing the liable firm and the start and end of the activity (§ 3(2) sentence 5 WpIG).
What is a tied agent?
§ 3(2) sentence 1 WpIG defines the tied agent by four features. The company has its registered office in Germany, does not conduct banking business within the meaning of § 1(1) sentence 2 of the Banking Act (KWG), and provides only investment brokerage, investment advice or placement as investment services. It acts exclusively on behalf of and under the liability of an investment firm that is based in Germany or operates in Germany under § 73(1) WpIG. In addition, the exemption only applies if the liable investment firm has notified BaFin in advance.
If these conditions are met, the tied agent is not deemed an investment firm. It therefore does not need its own BaFin licence for its activity. Under § 2(2) no. 3 WpIG, investment brokerage means brokering transactions for the purchase and sale of financial instruments. A corresponding model for agents acting under the liability of a CRR credit institution is governed by § 2(10) KWG; such an agent is not deemed a financial services institution but a financial enterprise. The BaFin register covers tied agents under both the KWG and the WpIG.
What does liability umbrella mean?
In practice, the liability umbrella (Haftungsdach) refers to the institution (investment firm or CRR credit institution, § 2(10) KWG) under whose liability the tied agent operates. For an investment firm, the legally decisive provision is § 3(2) sentence 2 WpIG: the tied agent's activity is attributed to the liable investment firm. From a regulatory perspective, the liable firm is therefore responsible for the brokerage as if it had performed it itself.
§ 28(1) WpIG sets out the duties of the liable investment firm. It must ensure that the agent is reliable and professionally competent, complies with legal requirements when providing the investment service, informs clients of its status before entering into a business relationship and informs clients without delay when that status ends. Under § 28(2) WpIG, the firm must keep records and retain them until five years after the end of the agent's status.
Under § 28(3) WpIG, BaFin may prohibit an investment firm from using tied agents if it has not properly selected or supervised them. If the circumstances notified by the liable firm change, the new circumstances must be notified to BaFin without delay (§ 3(2) sentence 3 WpIG).
Which duties apply in client contact?
Because the activity is attributed to the liable firm, the tied agent must comply in client contact with the requirements that apply to the firm. These include in particular the conduct rules of the Securities Trading Act (WpHG) for investment services firms.
- Status disclosure: before the business relationship begins, clients learn that the agent acts on behalf of and under the liability of a specific firm (§ 28(1) WpIG).
- Appropriateness test in investment brokerage: obtaining information on knowledge and experience and warning if a product is not appropriate (§ 63(10) WpHG); exceptions are set out in § 63(11) WpHG.
- Suitability assessment in investment advice: obtaining information on the client's knowledge and experience, financial situation and investment objectives and recommending only suitable financial instruments (§ 64(3) WpHG).
- Reliability and professional competence, checked and documented by the liable firm (§ 28(1) and (2) WpIG).
- Restriction to the permitted activities: no banking business and no investment services other than investment brokerage, investment advice and placement.
Where can I check whether an agent is registered?
Under § 3(2) sentence 5 WpIG, BaFin keeps a public register of tied agents on its website. The register shows the liable investment firm, the agent and the start and end dates of the activity. You can find it at portal.mvp.bafin.de/database/VGVInfo/ and search there by the name of the agent or of the liable firm.
According to BaFin, the register content is based on notifications from the firms. The firms are responsible for ensuring that the data is complete, correct and up to date. An entry therefore shows that a firm has notified the agent; it is neither a licence nor a quality assessment by BaFin.
How does it differ from a financial investment intermediary and an investment firm?
A financial investment intermediary under § 34f of the Trade Regulation Act (GewO) needs a licence from the authority competent under state law (depending on the federal state, the Chamber of Industry and Commerce or the trade office). This licence only applies within the scope of the sectoral exemption in § 3(1) no. 11 WpIG or § 2(6) sentence 1 no. 8 KWG, i.e. for certain investment funds that may be distributed under the KAGB and for investment products within the meaning of § 1(2) VermAnlG (§ 34f(1) sentence 1 nos. 1 to 3 GewO). Requirements include reliability, orderly financial circumstances, professional liability insurance and a competence examination before the Chamber of Industry and Commerce (§ 34f(2) GewO). For other securities such as bonds or shares, a licence under § 34f GewO is not sufficient.
| Feature | Tied agent | Financial investment intermediary (§ 34f GewO) | Investment firm |
|---|---|---|---|
| Legal basis | § 3(2) WpIG | § 34f GewO | § 15 WpIG |
| Own licence | No, notification by the liable firm | Yes, from the authority competent under state law | Yes, from BaFin |
| Products | Financial instruments within the scope of the liable firm | only certain fund units and investment products (sectoral exemption) | according to the scope of the licence |
| Responsibility towards the supervisor | Attributed to the liable firm | own responsibility | own responsibility |
| Register | BaFin register under § 3(2) sentence 5 WpIG | Intermediary register under § 11a GewO (§ 34f(5) GewO) | BaFin company database |
An investment firm provides investment services with its own licence under § 15(1) WpIG and is itself subject to ongoing supervision. The tied agent, by contrast, relies on the licence and organisation of the liable firm.
What does this mean for issuers and investors?
If investment brokerage is provided when tokenised bonds, profit participation certificates or shares are offered via a platform, the intermediary needs its own licence, for example as an investment firm, or must act as a tied agent under a liability umbrella. A further route for platforms is authorisation as a crowdfunding service provider under Regulation (EU) 2020/1503. A licence under § 34f GewO does not cover these securities. The issuer should check which institution is liable and whether the agent is entered in the BaFin register.
Investors can see from the status disclosure and the BaFin register who is responsible for the brokerage. The firm's liability concerns the brokerage service, not the economic success of the investment. Investors still bear the issuer risk, up to and including total loss, and limited tradability themselves.
heartstocks as a tied agent
heartstocks GmbH, Hamburg, is a tied agent within the meaning of § 3(2) WpIG. When brokering investments (§ 2(2) no. 3 WpIG), heartstocks acts exclusively on behalf of and under the liability of CONCEDUS GmbH, Nuremberg. heartstocks has been notified to BaFin as a tied agent of CONCEDUS GmbH and is entered in the register of tied agents under number 80176062. heartstocks does not need its own licence as an investment firm for this; the liable institution is CONCEDUS GmbH, an investment firm based in Nuremberg.
With heartstocks, the regulated roles are connected: heartstocks provides investment brokerage as a tied agent of CONCEDUS GmbH, the tokens are issued in the Nyala register and held in custody via Tangany. heartstocks carries the regulatory framework for platform and structuring. Stakeholders such as banks, family offices, asset managers, tax advisers and distribution partners act in their own regulatory role, which is mapped out together upfront. Advisers without their own licence can work with heartstocks as referrers: they recommend structuring solutions to their clients, and heartstocks handles the processing.
As a B2B partner for the digital issuance and settlement of tokenised securities, heartstocks has been active in the market since 2021 and, according to its own figures (as of 2026), has supported more than 15 tokenisation projects and completed more than 5 regulatory approval processes (securities prospectus or subscription documents). The issuer manages distribution to investors. heartstocks supports placement and investor access with reporting and closing, and issuers see the pipeline and subscription status in real time. Banks, asset managers and distribution partners can be involved as referrers or distribution partners.
This article provides general information and does not replace legal or investment advice.
More at heartstocks: Referrer, distribution partner and API integrationImprint with tied agent details
Frequently asked questions
Does a tied agent need a BaFin licence?
No. Under § 3(2) WpIG, a tied agent is not deemed an investment firm if the liable investment firm has notified BaFin in advance. It operates on the basis of the liable firm's licence, to which its activity is attributed.
Who is liable if a tied agent makes mistakes?
Under § 3(2) WpIG, the tied agent acts under the liability of the investment firm, and its activity is attributed to that firm. The firm must select and supervise the agent and document this (§ 28 WpIG). The liability concerns the brokerage, not the investment's performance.
May a financial investment intermediary under § 34f GewO broker tokenised bonds?
No. The licence under § 34f GewO only applies within the scope of the sectoral exemption in § 3(1) no. 11 WpIG or § 2(6) sentence 1 no. 8 KWG, i.e. for certain fund units and investment products. Bonds, profit participation certificates in securities form and shares are not covered. Brokering them requires an appropriate licence, for example as an investment firm, or tied agent status.
How can I check whether heartstocks is registered?
You can search for heartstocks in BaFin's public register of tied agents at portal.mvp.bafin.de/database/VGVInfo/. heartstocks is entered there under number 80176062 with CONCEDUS GmbH, Nuremberg, as the liable firm.
Is a referrer an investment broker?
According to BaFin's guidance notice on investment brokerage, a person who merely points to a transaction in financial instruments without deliberately influencing the investor's willingness to conclude it does not broker investments. Anyone who deliberately works towards the conclusion of a transaction, by contrast, provides investment brokerage and needs a licence or tied agent status. Where the line lies in an individual case should be clarified upfront.
Sources
- § 3 WpIG, Ausnahmen; vertraglich gebundener Vermittler (gesetze-im-internet.de)
- § 2 WpIG, Begriffsbestimmungen (gesetze-im-internet.de)
- § 28 WpIG, Verpflichtungen von Wertpapierinstituten bei der Bestellung vertraglich gebundener Vermittler (gesetze-im-internet.de)
- § 34f GewO, Finanzanlagenvermittler (gesetze-im-internet.de)
- § 63 WpHG, Allgemeine Verhaltensregeln (gesetze-im-internet.de)
- BaFin: Vertraglich gebundene Vermittler (KWG / WpIG)
- BaFin: Register der vertraglich gebundenen Vermittler
- § 64 WpHG, Besondere Verhaltensregeln bei der Erbringung von Anlageberatung und Finanzportfolioverwaltung (gesetze-im-internet.de)
- § 2 KWG, Ausnahmen (gesetze-im-internet.de)
- Verordnung (EU) 2020/1503, Schwarmfinanzierungsdienstleister (data.europa.eu)
- BaFin: Merkblatt zum Tatbestand der Anlagevermittlung