Capital markets in Germany: Regulatory overview

Main securities markets/exchanges

Equity. The German security markets are divided into:

• Regulated markets, largely regulated by EU law.
• Regulated unofficial markets, governed by the stock exchanges' regulations.

 In total there are eight stock exchanges in Germany. The Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is by far the largest and most frequented stock exchange, with a turnover share of approximately 90%, while the regional stock exchanges (Stuttgart, Hamburg, Hannover, Düsseldorf, Munich, and Berlin (Tradegate Exchange)) play a minor role. The Frankfurt Stock Exchange, as the main stock exchange, comprises a regulated market and a regulated unofficial market (Freiverkehr). The regulated market of the Frankfurt Stock Exchange is divided into the following segments:

• Prime Standard. The Prime Standard imposes the highest demands on potential issuers. In return, it offers access to a broad international audience of investors.
• General Standard. In principle, the General Standard offers a more cost-effective listing, as only the legal requirements are reflected in the admission requirements. Mainly national investors (medium-sized and larger companies) invest in the General Standard.

 The regulated unofficial market is divided into the following segments:

• Scale. Although the inclusion requirements for Scale are less stringent than for the regulated market, the Scale segment is a segment with additional inclusion and post-listing requirements within the regulated unofficial market. Scale is particularly attractive for small and medium-sized companies (SMEs) and is a registered EU SME growth market.
• Basic Board. While an IPO or technical listing on the Basic Board is not possible, this segment offers issuers in the scale segment that do not fulfil the inclusion follow-up obligations the opportunity to maintain their primary listing on the Frankfurt Stock Exchange with even fewer follow-up obligations. This makes it uniquely positioned for smaller companies to maintain cost-effective access to the capital market.
• Quotation Board. The Quotation Board can include securities that are not admitted or included for trading to the regulated market of the Frankfurt Stock Exchange, such as shares of companies that are already listed on another domestic or foreign stock exchange recognised by Deutsche Börse AG (a private company that handles the applications for admission to trading on the regulated unofficial market of the Frankfurt Stock Exchange), bonds, funds, profit participation certificates, and warrants. The Quotation Board gives companies the opportunity to broaden their securities offering. The range of companies included spans from smaller entities to the largest international corporations.
• D-Shares. China-based companies can list their shares on the CEINEX market on the Frankfurt Stock Exchange as D-Shares (shares issued by Chinese companies listed in Frankfurt). The issuance of D-Shares is subject to prior approval of the China Securities Regulatory Commission (CSRC), and the prospectus must be approved by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (BaFin).
• REITs. All shares of Real Estate Investment Trusts (REITs) that are admitted to trading on the regulated market or that are included in the Quotation Board are eligible to participate in the REITs segment. REITs are:
  • German stock corporations that meet the requirements of the Act on German Real Estate Stock Corporations with Listed Shares;
  • foreign stock corporations that have a legal status comparable to a German REIT.

 Only a small proportion of Prime Standard listings consists of foreign companies (27 out of 281). On the General Standard and Scale, the proportion of foreign companies is also rather low (seven out of 102 and three out of 40, respectively, as at 27 March 2026).

Debt. A listing on a stock exchange is typical for larger offerings, to ensure a liquid secondary market. There are two options for the listing:

• An admission to a regulated market.
• A listing in a regulated unofficial market (Freiverkehr) regulated by the relevant stock exchange.

 For admissions to the regulated market, the Luxembourg Euro Multilateral Trading Facility (Euro MTF) market is highly dominant. Admission to the Euronext Dublin is also widespread, especially for high-yield bonds.

In Germany, the most prominent regulated unofficial markets for the listing of bonds are:

• The Frankfurt Stock Exchange.
• The Stuttgart Stock Exchange (Börse Stuttgart).

The Frankfurt Stock Exchange has also created a special Green Bonds segment, which can include (but is not limited to) European Green Bonds (EuGB). This segment bundles all bonds admitted to trading on the Frankfurt Stock Exchange that meet the rules for green bonds set out by the International Capital Market Association (ICMA). This segment is intended to simplify the search for investors interested in environmentally conscious investments.

For further information on capital markets deals in Germany, see Practice Note, Top Tips for Doing Capital Markets Deals (Germany). For further information on the MiFID II Directive (2014/65/EU), see Practice Note, A Guide to Practical Law Financial Services' MiFID II Materials.

Market activity and deals

Equity. While only four IPOs were recorded on the Frankfurt Stock Exchange in 2024 and only three IPOs were recorded in 2025, 2026 offers a promising outlook already with three IPOs at the present time. The restraint in IPO and market activity during 2024 and 2025 was characterised by low market activity due to still above-target inflation and the lagged effects of the preceding interest cycle. Persistent economic and geopolitical uncertainties (including the ongoing conflict between Russia and Ukraine, the US tariff policy from April 2025, and domestic political instability following the collapse of the federal government in November 2024) continued to create difficult market conditions and deterred companies from pursuing IPOs. More cautious and selective investors, and a growing preference among issuers for dual-track processes, further suppressed IPO activity, despite a well-filled pipeline of companies seeking to raise equity capital. While companies listed on the German stock index Deutsche Aktienindex (DAX) benefited from an escape of capital into highly liquid titles and the DAX surpassed its all-time high in 2024 and again in 2025 (surpassing 25,000 points for the first time), the small-cap segment was particularly affected by the difficult conditions and underperformed.

Debt. Overall, 2025 was a stabilising but still challenging year for corporate bonds in terms of issuance volume, which experienced a decline. While the European Central Bank (ECB) continued its easing cycle and cut interest rates from 3.0% to 2.0% in the first half of 2025, its decision to halt interest rates in the second half of the year continued to weigh on market sentiment. The debt market was also influenced by the near stagnation of the German economy (GDP growth of only +0.2%), a spike in volatility across both investment grade and high-yield markets following the announcement of US tariffs, and persistent geopolitical uncertainties.

Although energy prices declined in 2025, Germany's industrial sector continued to face significant headwinds. The impact of US tariffs on key export markets, a strengthened Euro that eroded export competitiveness, and intensifying competition from China, led to weak economic sentiment and elevated uncertainty resulting in reservations towards debt financing projects for both investors and companies alike. Particularly for mid-market and leveraged borrowers, loans offered by direct lenders with a comparably lower cost burden remained a significant alternative in the German corporate financing landscape.

While the distressed German real estate sector materially affected demand on the debt market in 2024, it showed signs of relief and a stabilising demand for debt financing products in 2025, following lower interest rates and a gradual increase in building permits.

Prospectus (or other main offering document) required

A prospectus must generally be prepared for every public offering of securities and their admission to trading on a regulated market. Securities include:

• Shares.
• Bonds.
• Securitised debt instruments, including, among other things, certificates and structured finance products.

The prospectus requirement extends to participatory loans, subordinated loans, or other comparable forms of investments that grant or provide the prospect of interest and repayment or an asset-based cash settlement in exchange for the temporary provision of liquidity. Once the securities prospectus has been prepared, it must be filed with, and approved by, the competent authority (BaFin).

However, there is no prospectus requirement if:

• Shares are sold for a total consideration of less than EUR12 million (raised from EUR8 million as of 5 June 2026 under the Location Promotion Act (Standortfördergesetz) (StoFöG)), stipulating the maximum limit to be introduced by the Listing Regulation (see Question 2, Legislative Framework).
• The offering is addressed solely to qualified investors.
• The offering is addressed to fewer than 150 natural or legal persons per member state other than qualified investors.
• The offering has a minimum denomination/minimum order size of EUR100,000.

In addition to the above, as a consequence of the Listing Regulation (see Question 2, Legislative Framework), additional exemptions have been added, namely that either:

• The securities are admitted to trading on a regulated market or an SME growth market and are fungible with securities already admitted to trading on the same market, provided the securities represent, over a period of 12 months, less than 30% of the number of securities already admitted to trading on the same market.
• The securities are fungible with securities already admitted to trading on a regulated market or an SME growth market for the last 18 months.

However, in these cases a short information document of 11 pages in length is required.

For further information on the Prospectus Regulation, see Practice Note, EU Prospectus Regulation.

Main publication, regulatory filing or delivery requirements

Equity. The application for admission to the Frankfurt Stock Exchange must be filed together with other documents including, in particular:

• The securities prospectus and approval certificate.
• The resolutions of the management board and supervisory board.
• The subscription certificate and bank certificate.
• The global share certificate.
• The audited annual financial statements for the last two years.

Once the application is successful, the shares or bonds are admitted to trading and delivered to investors.

Debt. For bonds issued by an EU member state (government bonds), a prospectus is not required. Furthermore, a prospectus is not required at all if the bonds comply with all the following requirements:

• They are issued continuously or repeatedly by a credit institution.
• They have an aggregate total equivalent value in the EU of less than EUR150 million per credit institution over a period of 12 months.
• They are not subordinated, convertible, or exchangeable.
• They do not entitle the holder to subscribe to, or acquire, other types of securities.
• They are not linked to a derivative.

However, even if a prospectus is not required, additional requirements under the Securities Prospectus Act (see Question 2, Legislative Framework) may need to be met when selling such a bond to retail investors.

The main ways to structure an IPO are:

• As a regular IPO.
• As a direct listing.
• As a reverse merger.

Regular IPO

A regular IPO typically involves the issuance of new and sale of existing shares to investors and their admission to a regulated market, usually the Frankfurt Stock Exchange. A public offer in Germany is often combined with a private placement in foreign jurisdictions, including the US market under Rule 144A. The shares offered usually derive from a capital increase of the issuer (new shares) and the holdings of existing shareholders (existing shares). The final number of shares sold is determined at the end of the bookbuilding. Sometimes, the offering also includes an "upsize option", meaning the possibility to increase the total amount of shares sold in the offering, usually by adding further existing shares to the offering. For stabilisation purposes, the existing shareholders usually grant a loan to the underwriters of the transaction, enabling them to over-allot shares in the offering and, for a period of 30 days thereafter, to either pay the IPO price for these shares to the existing shareholders or re-deliver shares bought back in the market to stabilise the market price (known as a Greenshoe option).

Direct listing

In comparison to a regular IPO, a direct listing process is both faster and less expensive. However, in the case of a Prime Standard IPO in Germany, an investment bank must apply for the admission to trading together with the issuer, which means that a bank must also be involved and paid in a direct listing. In this case, the banks must also take responsibility for the contents of the securities prospectus required for the purposes of the listing. Therefore, a direct listing not only requires the issuer to have access to a sufficient number of investors to generate the required free float, it will also either be an IPO in the General Standard segment or the issuer will need the assistance of an investment bank. In any case, a bank will be required for settlement purposes. Given the bank's potential liability for the security prospectus, it will often require a full due diligence, comfort letters, and legal opinions to reduce its liability risk, depending on its role. Therefore, the bulk of the costs incurred in preparation for an IPO cannot always be avoided by a direct listing.

Reverse merger

In a reverse IPO deal, which is similar to a de-Special Purpose Acquisition Company (de-SPAC) transaction, the issuer merges with a target, usually by buying the target's shares against a contribution in kind. Again, this process is often considered to be less expensive and faster than a regular IPO, given that no further marketing measures are necessary, and the issuer is not dependent on positive market conditions as the price is subject to bilateral negotiations. However, typically, new capital is required, so new shares must be sold in connection with the reverse merger. If the new shares will be marketed in a public offer (for example, in order to meet the free float requirements), the issuer must publish a prospectus, entailing a full due diligence and therefore similar costs as in a regular IPO.

For further information on IPOs, see Initial Public Offerings Toolkit (International).

Regulatory bodies

The competent authority in Germany is the BaFin. Its main responsibilities include the approval of securities prospectuses and the supervision of the capital markets, in particular:

• Preventing insider dealing and market manipulation.
• Monitoring publications of ad-hoc disclosures, directors' dealings reports, and notifications of major holdings or voting rights.
• Supervising company takeovers.
• Enforcing financial reporting.

 The prospectus approval is initially valid only in the country of the approving authority, but the prospectus can also be (on request and taking into account the European language regime) notified to regulatory authorities in other EEA countries. Afterwards, the securities described in the prospectus can be offered to the public in those countries (the European Passport).

In addition, the Frankfurt Stock Exchange is organised as an institution under public law with partial legal capacity, and is subject to public supervision. Within the statutory framework it sets the more detailed rules for admission to trading in a regulated market. A private company (in the case of the Frankfurt Stock Exchange, Deutsche Börse AG) handles the applications for admission to trading on the regulated unofficial market.

Legislative framework

Germany is part of the EU, and both German and EU legislation apply to the German equity and debt capital market, as well as the rules established by the stock exchanges, in particular the Frankfurt Stock Exchange.

The key pieces of EU legislation applicable to issuers with shares admitted for trading are:

• The EU Market Abuse Regulation (596/2014) (as amended) (MAR).
• The Prospectus Regulation (EU) 2017/1129 (as amended) (Prospectus Regulation), along with its:
  • Commission Delegated Regulation (EU) 2019/980 (as amended) supplementing the Prospectus Regulation as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing the Prospectus Directive Regulation (EU Prospectus Delegated Regulation); and
  • Commission Delegated Regulation (EU) 2019/979 (as amended) supplementing the Prospectus Regulation with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal, and repealing Commission Delegated Regulation (EU) No 382/2014 and Commission Delegated Regulation (EU) 2016/301.

 The Prospectus Regulation was last amended by Regulation (EU) 2024/2809 of 23 October 2024 (Listing Regulation) to simplify access to the capital market, especially for SMEs. As a result, some changes became effective in December 2024 and March 2026, whilst others will enter into force in June 2026.

The key pieces of applicable German legislation and market rules are:

• The Securities Trading Act (Wertpapierhandelsgesetz), which establishes regulations on the marketing, distribution, and sale of securities.
• The Securities Prospectus Act (Wertpapierprospektgesetz), which primarily governs prospectus liability.
• The legislation governing, among other things, the admission of securities to stock exchange trading, which includes:
  •  the Stock Exchange Act (Börsengesetz);
  • the Stock Exchange Rules of the respective stock exchange, in particular the Frankfurt Stock Exchange Rules (Börsenordnung FWB); and
  • the Stock Exchange Admission Rules (Börsenzulassungsverordnung).
• The Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), which contains regulations relating to corporate takeovers.

For further information on the securities regulatory framework in the EU, see Practice Note, Securities Regulatory Framework: Overview (EU).

Structure of a follow on equity offering

There are two main ways to structure a subsequent equity offering:

• An offering with subscription rights. In a rights issue, the existing shareholders are offered the option to subscribe for new shares on a pro rata basis according to their existing shareholdings (to prevent dilution of their shareholdings) during a subscription period. Under the Stock Corporation Act (Aktiengesetz), shareholders have a subscription right, unless the general meeting of shareholders (or board of directors, if authorised by the general meeting in advance) decides to exclude these rights. A rights issue is considered to be a public offering in Germany and therefore requires publication of a prospectus for the listing of the new shares. However, the Listing Regulation has introduced far-reaching exemptions.
• An offering without subscription rights. A private placement of new shares from a capital increase excluding the subscription rights of shareholders is typically limited to:
  • up to 20% of the existing share capital in the case of German issuers (due to corporate law restrictions);
  • up to 30% in the case of foreign issuers.

This can be structured as a private placement and subsequent listing, without a need for a securities prospectus. The new shares are offered in an (accelerated) bookbuilding with qualified investors. Therefore, the process is very efficient, faster, and less costly than a rights issue.

Advantages/disadvantages

In a rights issue, existing shareholders are protected against dilution. However, unless a prospectus exemption is used, the process is fairly long and costly for the issuer, with a higher transaction risk and a larger discount to the market price than in a placement of new shares without subscription rights. While the regulatory framework allows for an international private placement to be conducted without a securities prospectus, this approach has not yet been observed in practice, as international investors typically expect a prospectus-equivalent disclosure document.

In the case of capital increases with exclusion of subscription rights, the requirements for the exclusion of subscription rights are relatively high (in particular, requiring a close-to-market placement) and the maximum volume is limited. In addition, retail investors cannot participate, and existing shareholders are diluted. However, for the issuer it has the advantage of a fairly quick and efficient process with less transaction risk.

Advisers

In an equity offering, underwriters' and issuer's counsel, in particular, are involved, as well as the issuer's auditor. In addition, investor relations and IPO (financial) advisers and financial communication consultants are typically engaged.

Main documents

In an equity offering, whether an IPO or a subsequent rights offering, the following documents are typically required:

• The prospectus.
• The underwriting or placement agreement.
• The cornerstone investor agreements or firm commitment letters.
• The lock-up agreements.
• The comfort letters issued by the auditors.
• The legal opinions provided by the legal advisers.
• The disclosure letters provided by the legal advisers.
• Various company announcements regarding launch, pricing, and closing of the offering, as well as further technical announcements on any stabilisation, and major shareholders' or directors' dealings.
• The listing application to the Frankfurt Stock Exchange.
• The investor and analyst presentations.
• The corporate resolutions.
• The publicity guidelines.
• The research guidelines and research reports (these are less common in rights issues but typical in IPOs).
• The subscription certificates, bank certificates, and global certificates for the new shares.
• The subscription offers (in rights issues only).

In contrast, only very few documents are required in a capital increase with exclusion of subscription rights/private placement. These include the following:

• The underwriting or placement agreement.
• The legal opinions issued by the legal advisers.
• Various company announcements regarding launch, pricing, and closing of the offering, as well as further technical announcements on major shareholders' or directors' dealings.
• The listing application.
• The investor presentations (sometimes required).
• The corporate resolutions.
• The subscription certificates, bank certificates, and global certificates for the new shares.

Marketing activities

Shares are marketed in various phases. Before approval and publication of the prospectus, pre-marketing takes place only to a limited group of potential, qualified investors through early look, deep-dive, and pilot fishing meetings, as well as through the financial analyses of the accompanying banks. After publication of the prospectus, the key marketing phase begins. The issuer's management board members then visit qualified investors and hold personal meetings to answer questions in the roadshow.

Regulatory restrictions

Marketing materials must be recognisable as such. In any marketing advertisement or presentation, reference must be made to the published prospectus and the possibility of viewing it. In addition, the content of the advertising must not be incorrect or misleading and must be consistent with the information in the prospectus. Otherwise, there is a risk of liability.

To avoid the risk of liability, pre-deal research reports typically do not include a specific recommendation to buy or sell the shares, or a specific pricing.

The bookbuilding procedure for determination of the final price and volume is commonly used for equity offerings. The final price and volume are not included in the prospectus. A price range and description of the way to determine price and volume is sufficient, and a bookbuilding can therefore be conducted.

After publication of the prospectus, the joint global co-ordinators, together with the joint bookrunners, take the lead in co-ordinating the bookbuilding. During the offer period, both institutional and retail investors can submit their orders. The offers are collected in an order book. After the offering period, the pricing is agreed between the company and the selling shareholders (if any) in consultation with the joint global co-ordinators. Once the offer price has been set, the shares are allotted to investors on the basis of the purchase offers then available. The final price and volume are published by means of an ad hoc release

The underwriting agreement is entered into between the issuer, the underwriters, and the selling shareholders (if any) shortly before the publication of the prospectus. It includes the obligation for the underwriters to find investors for the existing and newly issued shares on a best-efforts basis. The participating underwriters also undertake to subscribe to the new shares of a German issuer, since German issuers must issue new shares to a third party. The issuer (as well as the selling shareholders, in certain cases) provides certain representations and warranties, and indemnifies the underwriters from future claims of liability. In addition, the company undertakes not to initiate another share offering or similar measures, and the existing shareholders undertake not to sell their shares for a period of usually 12 to 24 months after the IPO (the lock-up period).

The IPO process is variable and depends on the issuer and the individual transaction details. It can generally be divided into the following phases:

• Preparation phase. The preparation phase consists of all aspects necessary to prepare the issuer internally for the IPO. It can take several months, depending on the necessary re-organisation, and implies strategic considerations as well as an initial assessment of the issuer's objectives. A detailed IPO-readiness assessment will also take place.
• Implementation phase. During the second phase, which takes two to four months, the issuer selects its IPO team and undertakes the required corporate governance structure adjustments. The first preparations of the upcoming due diligence process are initiated, as well as the production of a first draft of the prospectus.
• Placement phase. In the next phase, the equity story is prepared, accompanied by early look, pilot fishing, and deep-dive meetings, and the prospectus is finished, approved, and published. The offer period and the bookbuilding process then commence. After the expiry of the offer period, the final offer price and volume are announced publicly, and the new shares are issued.
• Listing and closing. In this final phase, the shares are admitted to trading. The issuer must comply with the post-listing obligations from then onwards.

For further information on the timeline for an IPO, see Practice Note, Indicative Timeline for an IPO (Germany).

Despite the general prohibition on market manipulation, stabilisation measures are explicitly allowed for a limited period of time if certain requirements are met. The time limits depend on the specific type of transaction. In the case of a regular IPO, the period for permissible stabilisation measures is 30 calendar days, starting on the day on which trading in the securities commences.

Usually, existing shares provided by a share loan from the existing shareholders are allotted at the time of allotment of the offer shares (over-allotment option), if there is sufficient demand. If stabilisation is required, shares are bought in the market and re-delivered to the providers of the share loan. If no stabilisation is required, the Greenshoe option is exercised and the offer price, instead of shares, is re-delivered under the share loan. The Greenshoe option can only be exercised during the stabilisation period. Alternatively, the issuer may provide new shares from a further capital increase for purposes of the over-allotment option. The specific conditions and terms must be set out in the prospectus and a separate publication in any case, complemented by additional publications during and at the end of the stabilisation period, to establish a sufficient degree of transparency.

Continuing obligations

Post admission to the regulated market, various post-listing obligations arise that affect the issuer, its management, and major shareholders. The obligations can differ depending on the market segment in which the shares are listed. The follow-up obligations of the Prime Standard include the following:

• Preparing and publishing the annual financial statements within certain time limits.
• Preparing and publishing the half-yearly financial statements within certain time limits.
• Preparing quarterly information for the first and third quarter of each financial year.
• Making ad hoc announcements.
• Holding an analyst meeting, at least once a year.
• Maintaining an updated financial calendar with the most important corporate action events for each financial year.
• Keeping and maintaining internal insider lists.
• Adhering to the specific accounting and reporting obligations.
• Making directors' dealings notifications.
• Publishing voting rights notifications of shareholders.

 The lower the standard the shares are listed in, the less stringed the follow-up obligations. The follow-up obligations in the regulated unofficial market include the following:

• Preparing and publishing the annual financial statements within certain time limits.
• Preparing and publishing the half-yearly financial statements within certain time limits.
• Making ad hoc announcements.
• Keeping and maintaining internal insider lists.
• Making directors' dealings notifications.
• Publishing the corporate calendar.

 The German post-listing obligations apply to foreign companies and to issuers of depositary receipts in the same way as to national issuers of shares.

Penalties for breaching continuing obligations

Violations of the post-listing obligations and the market abuse/insider dealing provisions can result in the imposition of:

• Criminal sanctions.
• Administrative measures.
• Civil liabilities.
• Sanctions under competition law.

Fines of up to EUR15 million can be imposed on legal entities and up to EUR5 million on natural persons. The BaFin can also prohibit natural persons from trading securities on their own account for a period of up to two years.

Restrictions on market abuse/insider dealing

Restrictions on market abuse and insider dealing are contained in the MAR, which is directly applicable in Germany. The MAR prohibits the following actions:

• Engaging or attempting to engage in insider dealing, as well as recommending or inducing another person to engage in insider dealing.
• Unlawfully disclosing insider information.
• Engaging or attempting to engage in market manipulation, which means entering into a transaction, placing an order to trade, or any other behaviour that gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of a security or securities, or is likely to secure the price of one or several securities at an abnormal or artificial level.

For further information on the MAR, see Practice Note, EU Market Abuse Regulation (EU MAR): Overview.

Penalties for market abuse/insider dealing

See Question 21, Penalties for Breaching Continuing Obligations.

There are simplified prospectus requirements in form of:

• The EU follow-on prospectus.
• The EU growth issuance prospectus.

EU follow-on prospectus

An EU follow-on prospectus can be used by issuers or offerors whose securities have been admitted to trading on a regulated market or an SME growth market continuously for the last 18 months preceding the offer to the public or the admission to trading on the regulated market. The simplified requirements include:

• The prospects and financial performance of the issuer.
• The essential information on the securities.
• The reasons for the issuance and its impact on the issuer.
• The minimum information set out in Annex IV or V of the Prospectus Regulation (as amended by the Listing Regulation) depending on the type of securities.

The procedure takes less time and allows companies the possibility to raise equity quickly with little effort in terms of prospectus law. The prospectus is also substantially shorter than a regular IPO prospectus and cannot have more than 50 A4 pages. The new prospectus regime is intended to help EU companies raise capital to meet their financing needs, especially SMEs.

However, the regulations allowing for the EU follow-on prospectus have only been in effect since 5 March 2026. Some of the practicalities still remain to be fully determined.

EU growth issuance prospectus

Issuers have the option of drawing up a growth prospectus if they have not previously issued securities that have been admitted to trading on a regulated market and they are one of the following:

• An SME.
• An issuer not exceeding a certain size.
• An offeror of SME securities.

(Article 15a(1), Prospectus Regulation.)

SMEs are companies that meet at least two of the following three criteria, as measured by their annual or consolidated financial statements:

• An average number of employees in the last year of less than 250.
• A total balance sheet total of no more than EUR43 million.
• Annual net sales of no more than EUR50 million.

For already listed companies, the term SME as defined in the Prospectus Regulation also includes companies whose average market capitalisation, based on the year-end listing, was less than EUR200 million in the last three calendar years.

In addition, the preparation of an EU growth issuance prospectus is possible for companies whose public offering of securities corresponds to a total consideration in the EU of no more than EUR50 million over a 12-month period, provided that both:

• No securities of these issuers are traded on an MTF.
• Their average number of employees in the last financial year was fewer than 499 persons.

The EU growth issuance prospectus must include all the following information:

• The prospects and financial performance of the issuer.
• The essential information concerning the securities.
• The reasons for the issuance and its impact on the issuer.
• The information set out in Annex VII or Annex VIII of the Listing Regulation (depending on the type of securities).

In comparison to the regular IPO prospectus, these items are only required to be covered in a simpler and less detailed way. The prospectus cannot have more than 75 pages, must have a standardised format, and the information disclosed must be presented in a standardised sequence.

De-listing

A stock exchange listing at the regulated market can be withdrawn in the following ways:

• A regular de-listing. The admission is withdrawn by the stock exchange at the issuer's request. A regular de-listing requires the issuer to make an offer to the shareholders to purchase their shares, unless a listing on another domestic stock exchange continues to exist. In the case of a mandatory offer, the offer price is determined on the basis of the average stock market price over the last six months.
• A simplified de-listing. The stock exchange can withdraw the admission, without the requirement for the issuer to make an offer to the shareholders to purchase their shares, if either the shares continue to be listed on an SME growth market (such as the Scale segment on the Frankfurt Stock Exchange) (downlisting) or the issuer is subject to insolvency proceedings.
• A forced de-listing. The admission can be revoked by the stock exchange when it is foreseeable that orderly exchange trading cannot be guaranteed in the long term and the management of the exchange has already discontinued the trading on the regulated market. A forced de-listing can also be pursued if post-admission obligations are not fulfilled even after the expiry of an appropriate grace period.
• A cold de-listing. This is where a company is restructured with the consequence that the requirements for a stock exchange listing no longer apply, so it is de-listed. This can happen, for example, in the event of a merger, a squeeze-out, or a change of legal form.

Suspensions

Trading on the stock exchange can be suspended for a short period of time if orderly trading is temporarily endangered or the suspension appears necessary for the protection of the public. Suspension temporarily terminates trading on the exchange and therefore the quotation. Suspension decisions are made by the management board of the relevant exchange.

The prospectus requirement does not apply in a private offering. If new shares are placed, they will need to be admitted to trading in the case of a listed company and, generally, a prospectus is required for the listing. For the general exemptions from the prospectus requirement, see Question 3.

The exemptions from the prospectus requirement also apply to foreign issuers if their securities are admitted to a regular market in Germany (or the EU/EEA). The registered office of the issuer is not relevant in this context.

For further information on private placements/prospectus exempt offerings, see Private Placements and Prospectus Exempt Offerings Toolkit (International) and Practice Note, Private Placements and Other Exempt Offerings: Overview (EU).

The prospectus requirement does not apply in a private offering of existing shares or of new shares that have to be admitted to trading of up to 30%. As a result, a shortened due diligence can be carried out and the marketing effort is considerably minimised, with lower transaction risk and faster receipt of the transaction proceeds. However, issuers must publish an ad hoc announcement, as the private offering may affect the price of the listed shares.

Main restrictions on offering and selling debt securities

The main restriction on offering and selling debt securities in Germany is the need for a securities prospectus for a public offering or listing on a regulated market under the Prospectus Regulation, as amended (see Question 2, Legislative Framework).

In addition, certain types of debt securities, in particular structured finance products, also require a key information document containing the main features of the debt security under the EU Regulation on key information documents for packaged retail and insurance-based investment products (PRIIPs) (1286/2014) (PRIIPs Regulation).

Restrictions for offers to the public or professional investors

The manufacturer of the debt security (in most cases, the issuer) must establish a target market in compliance with the MiFID II Directive (2014/65/EU) (MiFID II), in particular as to whether the offering is directed only towards qualified investors or to the retail market.

Issuers and underwriters must comply with the following regulatory frameworks:

• The Securities Prospectus Act (Wertpapierprospektgesetz), which contains, among other things, liability provisions relating to securities prospectuses.
• The German Civil Code (Bürgerliches Gesetzbuch), containing regulations on contractual terms and conditions.
• The German Bond Act (Schuldverschreibungsgesetz), governing the structuring of bond issues.
• The MAR, which imposes a number of post-listing obligations.
• The MiFiD II.

There are different structures for issuing debt securities to the public or to professional investors. If the debt security is to be sold to retail investors, there are some special features to be considered compared to marketing to professional investors. This applies especially with the issuance of bonds, where the following apply:

• The issuer must prepare and publish a securities prospectus.
• The terms and conditions are more strictly controlled, so that the issuer has less flexibility.
• Bonds sold to retail investors are usually also listed on the stock exchange to ensure a liquid secondary market.
• The bonds are denominated in a different way. Usually, a bond marketed to retail investors is denominated in EUR1,000 per bond, while those marketed to professional investors are denominated in EUR100,000 per bond.
• Additional product information must be distributed in addition to the securities prospectus for bonds marketed to retail investors.

The concept of a trust is unknown in German law. Therefore, there are no German trust structures used in debt transactions.

In principle, there are two options for the issuance of debt securities under German law:

• Self-issuance directly from the issuer to the investor.
• Third-party issuance through one or more investment banks acting as intermediary.

The first only takes place in private placement structures. The latter is the standard.

If the issuer intends to raise debt capital over a longer period of time and in large volumes, it is possible and very common to set up an issuance programme such as:

• A Commercial Paper (CP) programme.
• A (Euro-)Medium Term Note (MTN) programme.
• A DIP (see Question 6).

In this case, a framework agreement is entered into between the issuer and a syndicate of banks, and the debt securities are issued in several tranches in accordance with the framework agreement. However, standalone bonds remain the most common form of issuance in Germany and are generally addressed to qualified investors.

Main requirements

Corporate bonds can be admitted to the Prime Standard or included in the Scale segment of the Open Market at the Frankfurt Stock Exchange. The Scale segment generally sets less stringent eligibility requirements than the Prime Standard.

For the Prime Standard, the issuer must meet the following requirements for admission of the bond:

• Compliance with national accounting standards for issuers with an EU or EEA domicile, or the IFRS.
• Minimum bond volume of 100 million placed.
• Denomination of the bond in partial bonds of EUR1,000.

 To be included in the Scale segment, the issuer must meet the following requirements:

• Compliance with national accounting standards for issuers with an EU or EEA domicile, or the IFRS.
• A corporate history of at least two years.
• A placed bond volume of at least EUR20 million.
• A denomination of a maximum of EUR1,000.
• Fulfilment of certain financial ratios (for example, EBIT interest coverage of at least 1.5 and EBITDA interest coverage of at least 2.5).

 Exceptions are possible for issuers with shares listed in the Frankfurt Stock Exchange, DAX, or MDAX share indices.

The stock exchange determines the specific requirements for the admission or inclusion of securities in the various segments. The BaFin is then the primary authority responsible for supervising post-listing obligations.

For DIPs, there are some specifications due to the concrete features of this type of security. Individual draw-downs under a valid base prospectus are permissible if the final terms of the offering are published before the launch.

The Regulation (EU) 2023/2631 on European Green Bonds and optional disclosure for bonds marketed as environmentally sustainable and sustainability-linked bonds (Green Bond Regulation) sets out additional requirements if the issuer intends to issue bonds for financing investment related to environmentally sustainable technologies, energy, and resource efficiency as well as environmentally sustainable infrastructure and research infrastructure. It contains provisions that specifically concern:

• The use of proceeds.
• The transparency and external review requirements.
• The reporting requirements.

 To view and customize comparison charts on securities exchanges initial listing standards (available to PL Dynamic subscribers), see Quick Compare Charts:

• Securities Exchanges Initial Listing Standards - Operating History and Ownership Structure.
• Securities Exchanges Initial Listing Standards - Financial Performance.
• Securities Exchanges Initial Listing Standards – Liquidity.

Minimum size requirements

See Main Requirements.

Trading record and accounts

See Main Requirements.

For further resources on international accounting standards, see Practice Note, International Financial Reporting Standards.

Minimum/maximum denominations

See Main Requirements.

There are some additional requirements for the issuance of structured finance products (debt securities that are dependent on, typically, other securities that underlie them). The issuer must prepare an accompanying key information document in accordance with the PRIIPs Regulation containing the main features of the financial product. This is intended to enable investors to obtain sufficient information about the product in a clear form so that they are able to take an informed investment decision.

Main areas of continuing obligations

Post-listing, various obligations arise that affect the issuer and its major shareholders, as well as the issuer's directors and officers. The most important post-listing obligations applicable for debt securities listed on a regulated market are:

• Submission of an annual financial report within four months of the end of the reporting period.
• Submission of half-yearly financial reports within three months after the end of the reporting period.
• Submission of quarterly statements within two months after the end of the reporting period.
• Continuous updating, publication, and submission of a corporate calendar.
• Publication and communication of insider information, directors' dealings, and insider lists in German or English.

 All reports and documents must be transmitted to Deutsche Börse AG through the Exchange Reporting System. The post-listing obligations must be fulfilled in German or English. The fulfilment of these obligations is supervised by the BaFin.

The post-listing obligations differ depending on whether the bond is listed in Prime Standard or the Scale segment of the Open Market.

Application to overseas companies with listed debt securities

There is no differentiation between the continuing obligations of national and overseas companies if debt securities are listed in Germany. If the obligations relating to the prohibitions on market manipulation and insider dealing are fulfilled in another EEA state, they do not have to be additionally fulfilled in Germany.

Penalties for breach of continuing obligations

Violations of the post-listing obligations can result in the imposition of:

• Criminal and misdemeanour sanctions.
• Administrative measures.
• Civil liabilities.
• Sanctions under competition law.

Fines of up to EUR15 million can be imposed on legal entities, and up to EUR5 million on natural persons. The BaFin can also prohibit natural persons from trading securities on their own account for a period of up to two years. A sanctions committee decides on the consequences of violations of duties under the rules of the Frankfurt Stock Exchange, which can include:

• Administrative fines of up to EUR1 million.
• Public reprimands.
• Exclusion from trading for up to 30 days.

See Question 3, Prospectus (or Other Main Offering Document) Required and Question 4.

Advisers

The managers' counsel typically drafts the terms and conditions and the placement agreement, while the issuer's counsel looks after the required resolutions to be taken by the issuer's corporate bodies.

Main documents

The following documents will be discussed and prepared together with the banks/legal advisers/auditors:

• The syndicate agreement.
• The signing/closing memorandum.
• The paying agency agreement.
• The trustee agreement under foreign law (if applicable).
• The comfort letter.
• The legal opinions.

There are only small differences in the documentation between wholesale and retail debt securities issues, as the documents above are internationally generally highly standardised to best market practice. The underwriting agreement for retail offerings may contain other representations and warranties. The legal opinions, disclosure letters, and comfort letters are drafted in accordance with general standards and do not differentiate between retail and wholesale debt securities issues.

A typical timetable for issuing and listing debt securities can cover several weeks, if not months, in particular in the case of a debt-issuance programme for which a new base prospectus must be drafted. If there is already a valid prospectus on which the issuance can be based, the process is much shorter. The timetable typically includes the following phases:

• Initial preparation.
• Preparation of transaction documents (terms and conditions, agreement, resolutions).
• Selection of advisers.
• Market sounding.
• Bookbuilding.
• Issuance, payment, and settlement.

After the settlement, the issuer must comply with the applicable post-listing obligations.

Debt securities are typically issued in Euro, although some are (dual)listed in the US and denominated in US dollars. In principle, there are no special features for debt securities denominated in foreign currencies, with the exception of special settlement requirements for the paying agent.

This Q&A guide was originally published by Practical Law Capital Markets and was prepared with the assistance of Mr Michael Berkenkopf.

Authored by Dr Michael Schlitt and Dr Susanne Ries.

The prospectus contains the necessary information which is material for the investor to make an informed assessment of the securities being offered. The information can vary depending on the nature of the issuer, the types of securities, and the issuer's circumstances, but it will usually consist of the following parts:

• A summary of the prospectus.
• The purpose of the prospectus, together with the persons responsible for it, together with third-party information, experts' reports, and the competent authority's approval.
• The issuer's strategy, performance, and business environment.
• The management report, and the sustainability report (equity securities only).
• The working capital statement (equity securities only).
• The risk factors.
• The terms and conditions of the securities.
• The details of the offer/admission to trading.
• Any material environmental, social, and governance (ESG) related information.
• The issuer's corporate governance.
• The issuer's financial information for the last two years.
• The issuer's shareholder/security holder information.
• The dividend policy (equity securities only).
• Information on the guarantor (debt securities only).
• Information on the underlying securities and the issuer of the underlying securities.
• Information on consent.

Financial information must be prepared in accordance with the International Financial Reporting Standards (IFRS) in the case of a listing on a regulated market or, in the case of a listing on a regulated unofficial market, with the national accounting standards of an EEA member state in the case of issuers from the EEA or the equivalent accounting standards of a third country.

It is possible to prepare a base prospectus if a debt security is issued as part of a debt issuance programme (DIP). This form of prospectus makes it possible to initially include all necessary information (for example, on the issuer) in the base prospectus, but to determine individual terms and conditions of the offer only shortly before the public offering and to publish them in the final terms and conditions without further review by the BaFin. This allows for an accelerated approval of the "new" part of the prospectus before the issuance.

Responsibility for the content of the prospectus/key information document

Responsibility for the content of the prospectus must be expressly assumed by:

• The offeror.
• The issuer.
• Other joint applicants for admission (for example, in the case of a Prime Standard IPO, the banks involved).
• The guarantor (if any).

If a key information document is required (as may be the case for some debt offerings), a retail investor can claim damages against the key information document's creator if the document or its translation:

• Is misleading or inaccurate.
• Does not comply with the relevant parts of the legally binding pre-contractual and contractual documents.
• Does not comply with the legal requirements.

In contrast to prospectus liability, liability for the key information document is directly regulated by EU law. The claim is directed against the creators, that is, any natural or legal person who issues a key information document or modifies it with regard to its risk or return profile or its costs. These can include, for example, fund managers, insurance companies, credit institutions, or investment firms. Compensation for damages includes losses incurred by retail investors.

Preparation of prospectus

The prospectus is essentially prepared on the basis of extensive due diligence, usually by using a data room accessed by counsels to the issuer and to the underwriters. The financial information contained in the draft prospectus is reviewed by the auditor for the purposes of issuing a comfort letter to the underwriters and the issuer. This is followed by various submissions of the draft prospectus to the BaFin (the responsible approval authority), which usually involves three or four submissions. After the BaFin's approval, the prospectus is published at the beginning of the public offering.

Liability

The persons responsible for the prospectus are generally liable for incorrect/incomplete material information in the prospectus under the Securities Prospectus Act. The onus to prove that the prospectus was correct or complete lies with the issuer and other persons responsible for the prospectus, which makes prospectus liability a powerful weapon. Prospectus liability is not governed by European law but is subject to national regulation (the Securities Prospectus Act).

Main requirements

To be admitted to the stock exchange, the issuer must meet the admission requirements, which are mainly defined by the Stock Exchange Admission Rules (see Question 2, Legislative Framework). A German issuer must be structured as:

• A German stock company (Aktiengesellschaft) (AG).
• A German limited partnership on shares (Kommanditgesellschaft auf Aktien) (KGaA).
• A European stock company (Societas Europaea) (SE).

Other possible foreign legal forms include, for example, the Luxembourg SA and the Dutch NV.

To admit shares to trading on the Frankfurt Stock Exchange's regulated market, the issuer must demonstrate the following:

• Disclosure of the annual financial statements for the two latest financial years or, if shorter, for the period during which the issuer has been in operation.
• An expected market capitalisation of at least EUR1 million.
• A total share capital of at least EUR250,000.
• A minimum denomination of 10,000 shares.
• A guaranteed minimum distribution of 10% of the shares among European investors, depending on the exchange's requirements in the individual case. Investors holding more than 3% of the shares are not counted towards the minimum distribution. The free float after the IPO must be expected to amount to at least 10%. If shares of the same class have already been already admitted to trading, the minimum free float requirement of 10% applies to all shares issued.

The admissions procedure begins with a written admission application. The German Future Financing Act (Zukunftsfinanzierungsgesetz) gave stock exchanges the option to waive the requirement of a joint applicant together with the syndicate bank for the admission of securities to the regulated market. The Frankfurt Stock Exchange made use of this option to reduce costs and expenses for issuers and to harmonise the admission procedure with the European standard. Nowadays, the application for admission of securities to trading on the regulated market can be made by the issuer alone, except for the first application for admission of shares to trading in the Prime Standard segment, which requires a bank to act as co-applicant. The admission requires publication of a securities prospectus.

The Prime Standard imposes additional obligations to the General Standard, including requiring the issuer to:

• Not only publish the annual and semi-annual reports, but also to submit them to Deutsche Börse AG.
• Prepare and submit quarterly reports.
• Continuously update the corporate calendar and hold annual analyst and investor events.

The regulated unofficial market at the Frankfurt Stock Exchange mainly consists of Scale and REITs (see Question 1, Main Securities Markets/Exchanges).

Scale. The main requirements for inclusion on Scale are:

• An inclusion document, or in the case of a public offer, a securities prospectus.
• A company history of at least two years.
• An estimated minimum market capitalisation of EUR30 million.
• A minimum 20% free float.
• A confirmation concerning the financial analyses, which must be submitted to Deutsche Börse AG.

In addition, the issuer must fulfil at least three of the following criteria:

• A turnover of at least EUR10 million.
• Earnings for the previous year of at least EUR0.
• An equity capital of more than EUR0.
• At least 20 employees.
• An equity capital before an IPO of at least EUR5 million.

After inclusion on Scale, the issuer must (in addition to the Basic Board requirements):

• Publish ad hoc announcements and directors' dealings notifications.
• Keep and maintain insider lists.
• Continuously update the corporate calendar.
• Hold annual analyst and investor events.
• Publish the financial analysis, including the initial research and research updates.

REITs. All shares of REITs that are admitted to trading on the regulated market or that are included in the Quotation Board are eligible to participate in the REITs segment. The management board of the Frankfurt Stock Exchange decides on the application for participation. The application for participation must contain appropriate documents indicating the status of the REIT. The management of the Frankfurt Stock Exchange verifies the accuracy and consistency of the documents submitted.

Beyond the pure admission requirements, a listed company must also change its internal organisation as follows:

• The articles of association must be adapted to the capital market standards.
• A remuneration system for the management board and supervisory board must be implemented.
• The accounting standards must be adjusted to meet the IFRS.
• An audit committee must be formed.

The main divergence for foreign issuers, apart from their national legal requirements, is the regulator competent to approve its prospectus. First-time issuers must determine their home member state, which, in the case of share issuances, is the jurisdiction in which its registered seat is situated. For secondary issues, issuers from the EEA who have already had their prospectus approved by their state of origin can benefit from the European Passport (see Question 2, Regulatory Bodies) and have their prospectus, if still current, notified to the BaFin without the need for an additional prospectus in Germany. The StoFöG, which entered into force on 10 February 2026, recognised English as an accepted language in the Securities Prospectus Act, which subsequently lifted the prior obligation to prepare a prospectus summary in German. International issuers who are not admitted to trading in Germany or the state of their principal distribution can only be admitted if it is credibly shown that these admissions were not prevented for reasons relating to the protection of the public.

For further information on corporate governance codes (UK and EU), see Practice Note, Corporate Governance Codes in UK and EU Jurisdictions.

To view and customize comparison charts on securities exchanges initial listing standards (available to PL Dynamic subscribers), see Quick Compare Charts:

• Securities Exchanges Initial Listing Standards - Operating History and Ownership Structure.
• Securities Exchanges Initial Listing Standards - Financial Performance.
• Securities Exchanges Initial Listing Standards – Liquidity.

Minimum Financial Requirements

See Main Requirements.

Trading Record and Accounts

See Main Requirements.

For further resources on international accounting standards, see Practice Note, International Financial Reporting Standards.

Minimum Shares in Public Hands (Free Float)

See Main Requirements.

Main requirements

The requirement to publish a prospectus does not apply:

• The securities are admitted to trading on a regulated market or an SME growth market and are fungible with securities already admitted to trading on the same market, provided the securities represent, over a period of 12 months, less than 30% of the number of securities already admitted to trading on the same market.
• The securities are fungible with securities already admitted to trading on a regulated market or an SME growth market for the last 18 months.

However, in these cases a short information document of 11 pages in length is required.

Otherwise, the requirements for a primary listing and a secondary listing of shares on Frankfurt Stock Exchange are generally the same (see Question 8, Main Requirements), except that the issuer can use an EU follow-on prospectus (see Question 4, EU Follow-On Prospectus).

If the securities of an issuer are already admitted to a regulated market, these can often be included in the over-the-counter market of another German stock exchange without meeting any additional requirements.

Minimum financial requirements

See Main Requirements.

Trading record and accounts

See Main Requirements.

Minimum shares in public hands (Free float)

See Main Requirements.

Procedure for a primary listing

The IPO process typically begins with the selection of the advisers, in particular legal counsel to the issuer and a financial adviser. In a second step, an issuer typically selects joint global co-ordinators who, in turn, appoint their own legal advisers. These legal counsels conduct a thorough due diligence, for which the issuer prepares a (virtual) data room. The results of the due diligence form the basis for drafting the securities prospectus, reflecting the equity story prepared by the joint global co-ordinators with the issuer.

Often, additional joint bookrunners for the marketing of the shares are appointed by the issuer and form a syndicate of underwriters together with the joint global co-ordinators.

Analyst presentations and research reports prepare investors for the pre-marketing phase, in which early-look meetings, deep-dive sessions and pilot fishing meetings are conducted. At the same time, the securities prospectus is filed with the competent regulator and, after three to four rounds of comments, approved before the bookbuilding period starts.

The final offer price and volume are usually determined on the basis of the orders collected in the order book by the joint bookrunners and published after the expiration of the offer period by an ad-hoc release. Afterwards, the capital increase is registered in the local commercial register.

After the final admission of the company's shares to trading, the shares are delivered to investors against payment of the offer price. If needed, stabilisation measures may follow after the settlement and the closing of the transaction.

Procedure for a foreign company

There are no material differences with regard to the process followed for foreign issuers, other than in relation to the financial data to be submitted and the reporting standards, depending on the issuer's country of origin.