Under the German Electronic Securities Act (eWpG), a digital bond is created not by a certificate but by entry in an electronic securities register (§ 2(1) eWpG). You choose the register type, name a register keeper, deposit the terms and conditions with it before registration (§ 5(1) eWpG), settle the prospectus or securities information sheet, set up the payment route and, as a rule, register once payment arrives. In five of the eight steps, the law sets no deadline at all.
What a digital bond under the eWpG is
Here, a bearer bond issued by register entry instead of a certificate. Registered bonds and subordinated loans fall outside this route (§ 1 eWpG). Only the form of issuance changes.
There are two register types (§ 4 eWpG). A central register security sits in a central register kept by a central securities depository or by a custodian the issuer has expressly authorized in text form (§ 12(2) eWpG). A crypto security sits in a crypto securities register on a tamper-proof recording system (§ 16(1) eWpG), in practice a blockchain. This guide follows the crypto route, because it holds the most new steps for issuers.
The eight steps at a glance
Key terms, register keeper, terms and conditions, offering document, payment route, investor access and custody, subscription to registration, ongoing duties. The law sets deadlines for the terms (step 3) and the offering document (step 4); ongoing duties run over the term. In the other five, issuer, register keeper, bank and investors set the timeline.
Step 1: Fix the key terms first
Fix volume, term, interest, ranking, termination rights and minimum denomination first. They shape the terms, the offering document and the investor group.
Denomination matters. It helps decide whether a prospectus exemption applies, for example at a minimum denomination of EUR 100,000 (Art. 1(4)(c) Prospectus Regulation). Change it later and you restart step 4. Late decisions on subordination, collateral or termination rights are the usual delay.
Step 2: Who keeps the register
The register keeper is whoever the issuer names to investors. Name no one, and you count as register keeper yourself (§ 16(2) eWpG). But crypto securities register keeping needs BaFin authorization (§ 1(1a) sentence 2 No. 8 in conjunction with § 32(1) KWG). Without it, that is not an option.
So you pick an authorized register keeper, which usually decides the blockchain and technical connection.
Before signing, it identifies you, since it is an obliged entity under the German Anti-Money Laundering Act. This is the first typical delay: shareholder lists, proof of beneficial owners and powers of representation must be current.
Step 3: Terms and conditions, and the three-month clock
The terms are the legal content of the bond: interest, term, repayment, ranking, termination, notices. You make them accessible to everyone as a durable electronic document with the register keeper before registration (§ 5(1) eWpG). No registration within three months of deposit, and the register keeper deletes them. Deposit before the offering document and payment route are ready, and a delay in step 4 or 7 can let the deposit lapse.
Align the terms with register keeper and paying agent first: interest dates, business days and notice channels must fit their processes.
Step 4: Prospectus or information sheet
An offer only to qualified investors needs no prospectus (Art. 1(4)(a) Regulation (EU) 2017/1129). Smaller public offers can use the Art. 3(2) exemption, whose thresholds Regulation (EU) 2024/2809 (Listing Act) changed, applicable since June 5, 2026.
Using it, you may only offer publicly in Germany once you have prepared a securities information sheet (WIB), filed it with BaFin and published it at least one working day before the offer (§ 4(1) and § 5(3) WpPG). BaFin states within ten working days whether it permits publication (§ 4(2) WpPG).
If a prospectus is needed, the authority decides within ten working days, or 20 for an issuer with no prior public offer and no securities admitted to an organized market (organisierter Markt) (Art. 20(2) and (3)). For incomplete filings, the clock starts when the required information is complete. Which document fits which investors: who can invest in a digital bond.
Step 5: How money moves
The money usually still moves through bank accounts. Until digital central bank money or another means of payment exists on the same infrastructure, subscriptions, interest and repayment run as transfers.
You decide who receives and pays out: you or a paying agent. For every payment, the paying agent needs a current register extract with holders and account details. This match between register and account is where digital issuances most often create manual work.
Step 6: Investor access and custody
Anyone placing investors with you needs authorization or acts as a tied agent of an institution. Anyone holding crypto securities for investors also needs authorization under the KWG.
The key question: do your intended investors have a wallet or a custodian that can hold crypto securities? Institutional investors whose depositary bank does not hold them cannot subscribe, even if they want to.
Step 7: Between subscription and registration
The subscription is the investor's offer. The bond only exists once registered, not at subscription or payment (§ 2(1) eWpG). The usual order: subscription period, allocation, payment, then registration for the investor or transfer from issuer to investor.
A transfer needs agreement on the transfer of ownership and re-entry in the register on the instruction of the entitled person (§ 25(1) eWpG). The register keeper only enters what is reported as paid and allocated. So the allocation list must be clear: name, amount, wallet address or custodian, payment reference.
Step 8: What runs afterward
Registration starts operations: interest, notices, register updates when holders change, repayment at the end. Every payment needs a current register. More in the tokenized bond lifecycle.
Checklist before you meet a register keeper
- Board resolution, plus shareholder resolution if the articles require it.
- Volume, term, interest, ranking, termination rights, minimum denomination fixed.
- Investor group set: qualified only or public.
- Shareholder list, commercial register extract, beneficial owner proof current.
- Subscription account named; paying agent asked or ruled out.
- Clear how investors hold crypto securities: own wallet or custodian.
- Clear who approaches investors, under which authorization.
- One person in-house owns register, payments and notices over the term.
Mistakes that cost the most
- Denomination or investor group changed after filing: new filing, BaFin deadline starts over.
- Terms deposited unaligned: revision before registration, later subscription start.
- Investors without wallet or custodian: committed amounts drop out or the period is extended.
- Payments without a clear reference: registration delayed, manual matching on every later payment.
- No owner for operations: register and account data drift apart, causing wrong interest payments and reclaims.
Your next step
Run the checklist against your project and note which steps are open. To go through them with us, get in touch.