Issue crypto securities under German law.
Bonds and shares registered in a crypto securities register, with the same effect as a paper certificate. With HokenFi you prepare the issuance and coordinate your law firm, your registrar and your investors from a single account.
What German law allows.
Since 10 June 2021, the Electronic Securities Act (eWpG) has allowed issuing a security by registration in a register instead of a paper certificate, with the same legal effect. Today it covers these securities.
- Bearer bonds.
- Registered shares, since 15 December 2023. For the crypto securities register, the articles of association must expressly permit it.
- Bearer shares, only in the central register.
- Fund units, by reference to the fund law (KAGB).
An eWpG crypto security is a financial instrument. Securities regulations apply to it, such as the prospectus or the WIB and BaFin licenses, and MiCA excludes it.
GermanyRegistrar licensed by BaFin
SpainERIR
- GermanyRegistrar licensed by BaFin
- SpainERIR
Who keeps the register.
The law distinguishes two registers. The central register is kept by a central securities depository, such as Clearstream, or an authorized custodian. The crypto securities register must be kept in a decentralized and tamper-proof system. In practice it is a blockchain, although the law does not require one, and it is the one used for tokenization.
The closest equivalent to the Spanish ERIR is the crypto securities registrar. The issuer appoints it and it needs a BaFin license. As of 4 October 2026, BaFin's database lists 8 entities with that license, including Cashlink, DekaBank and SWIAT.
IssuerDesignates it
Crypto securities registrarLicensed by BaFin
Investor
Investor
Investor
IssuerDesignates it
Crypto securities registrarLicensed by BaFin
Investors
In Spain, ERIR
With a registrar and without one.
| Route | How it works |
|---|---|
| Crypto securities register | Decentralized tamper-proof system, in practice a blockchain. It is the tokenization route. It is kept by a BaFin-licensed registrar. If the issuer does not appoint anyone, the law considers the issuer to be the registrar |
| Central register | Electronic security without a distributed register. It is kept by Clearstream or a custodian authorized by the issuer |
| Tokenized security outside the eWpG | The prospectus law recognizes it as a digital security not incorporated into a certificate, and the information document describes it as a «sui generis» security |
| EU DLT pilot regime | Shares of issuers with a market capitalization of less than 500 M€, bonds of less than 1,000 M€ and UCITS funds of less than 500 M€, on an infrastructure authorized by BaFin, such as 21X or 360X |
Three ways to do it.
In Germany, under the electronic securities law
InvestorsWith a prospectus or with the WIB
Crypto securities registered by a registrar licensed by BaFin, with a prospectus or with the information document (WIB).
From Germany, in Spain with ERIR
InvestorsEach with their token
A Spanish public limited company issues with ERIR. In Germany, the prospectus approved by the CNMV and notified to BaFin is valid, drafted in German or English. Without a prospectus, below 12 M€, the WIB authorized by BaFin is required, except in offers to qualified investors or to fewer than 150 people.
By contract
Up to 20 participationsWithout a prospectus or document, among other cases
Participating and subordinated loans are asset investments (Vermögensanlagen). Without a prospectus or information document, three cases are possible: no more than 20 participations, no more than 100,000 € in twelve months or at least 200,000 € per investor. With more than 25 lenders, or more than 5 that total more than 12,500 €, BaFin requires a banking license unless the loan includes a qualified subordination.
Spain and Germany, face to face.
| Spain | Germany | |
|---|---|---|
| Rule | Ley 6/2023, articles 6 to 8, and Real Decreto 814/2023 | Electronic Securities Act (eWpG), of 2021 |
| Who records the holders | The ERIR, registered in the CNMV's ERIR register | The crypto securities registrar, with a BaFin license |
| What securities | Shares, debt and other transferable securities | Bearer bonds, registered shares and fund units |
| Prospectus | Exempt below 12 M€ under the European regulation since 5 June 2026. Ley 6/2023 still says 8 M€ | Exempt below 12 M€. Germany abolished its own exemption on 5 June 2026 |
| Document without prospectus | There is no equivalent to the WIB. The issuance document is always mandatory, whether or not there is a prospectus | The WIB. BaFin authorises its publication without reviewing its content |
The more detailed comparison is in Spain versus Germany.
When it fits and when it doesn't.
It fits if
- You are going to issue bonds or registered shares under German law.
- You want your securities to circulate on a distributed ledger with full validity.
- You have your own investors to invite.
It does not fit if
- Your articles of association do not permit shares in a crypto securities register and you are not going to change them.
- Your shares are bearer shares and you are not going to convert them to registered shares.
- You expect to have the securities within days. If there is no prospectus, BaFin has ten business days to authorise publication of the WIB, counted from when it arrives complete.
- You expect someone to find investors for you. HokenFi does not find them.
How it's done with HokenFi.
You tell us what you want to issue and the platform prepares the milestones for you.
- 01
Your structure
A law firm with a practice in Germany confirms what security you issue and, if they are shares, that your articles of association permit the crypto securities register.
- 02
Your issuance document
The law firm drafts the issuance terms and the prospectus or, if you are exempt, the WIB of up to four pages.
- 03
Your registrar
You appoint a crypto securities registrar licensed by BaFin. On the platform it has its own access and signs sensitive operations, as the ERIR does in Spain.
- 04
Your issuance
You deposit the issuance terms with the registrar, activate your plan and the registrar registers the issuance.
- 05
Your investors
They are verified, subscribe and pay. The registrar records them as holders and you see the list on your dashboard.
What beginners usually ask.
What is a crypto security?
An electronic security under the eWpG registered in a crypto securities register. It has the same legal effect as a paper certificate.
Can I be my own registrar?
The law considers the issuer to be the registrar if it does not appoint another. Keeping a crypto securities register is a service subject to BaFin licensing. Your law firm must confirm with BaFin whether that covers the issuer that keeps its own register.
Do I need a prospectus?
In general no, if you raise less than 12 million in the EU in twelve months and do not passport the offer to other States. Since 5 June 2026, Germany applies the European regulation threshold. If you offer to the public in Germany under that exemption, you first publish the information document (WIB). BaFin authorises its publication, but does not review whether the content is correct. It is not required, among other cases, for offers of less than 100,000 € in the EEA in twelve months.
What language is the prospectus in?
If it comes approved from another EU State, in German or English.
Are there real issuances?
Yes. In 2023 Siemens issued a 60 million euro bond with Hauck Aufhäuser Lampe as registrar, and in 2024 another 300 million euro bond with DekaBank. KfW has also issued bonds as crypto securities.
Can I finance myself with loans from my investors?
With limits. A participating or subordinated loan is an asset investment. Without a prospectus, it is possible if you offer no more than 20 participations, no more than 100,000 € in twelve months or at least 200,000 € per investor. With more than 25 lenders, or more than 5 that total more than 12,500 €, it also needs a qualified subordination to avoid being a banking business.
Is this legal advice?
No. It is a summary to guide you, with no value as legal or investment advice. HokenFi provides the software and does not offer securities or provide regulated financial services. Your law firm assesses your case.
Are you issuing in Germany? Tell us about your case.
We explain how your issuance is prepared on the platform and what you will need to resolve with your law firm.
