The total cost of a digital bond depends less on the technology than on who may invest and how you sell. In five public securities information sheets, the fixed blocks for structuring, BaFin and the paying agent came to about EUR 37,500 to 87,500. The larger share is variable: platform, investor administration and marketing. On EUR 5 million, that adds up to 3 to 12 percent of the volume. Unless another exemption applies, from EUR 12 million in a public offering a prospectus comes on top (Art. 3(1) and (2)(b) of Regulation (EU) 2017/1129).
"What will this cost us in total?"
Three decisions set your costs.
- Who may subscribe sets the required offering document.
- Who sells sets the commission.
- How many investors come sets the cost of administration and the paying agent.
Where reliable figures come from
A securities information sheet (WIB) is the short document under § 4 of the German Securities Prospectus Act (WpPG) that replaces the prospectus below the prospectus threshold. Under § 4(3) No. 7 WpPG it must state costs and commissions.
We analyzed five of them, dated 2019 to 2025: two crypto securities bonds under the German Electronic Securities Act (eWpG) of about EUR 2.5 million each, two classic bonds of EUR 1.45 million and EUR 8 million, and one share issuance just under EUR 8 million. A small sample, but it shows what issuers actually pay.
Under § 2(2) eWpG, an electronic security has the same legal effect as one with a certificate. Structuring, offering document and distribution cost about the same as for a paper bond. The differences lie in register, payment route and investor administration.
The cost blocks and their ranges
Some are largely fixed; others grow with volume or investor count.
- Structuring, WIB route: terms, WIB, resolutions, BaFin coordination. About EUR 25,000 to 75,000.
- Prospectus, from EUR 12 million: EUR 30,000 to 150,000, per market figures from 2013 and 2015, before the EU Listing Act.
- BaFin: about EUR 5,900 for the WIB as reported. A second sheet lists EUR 10,000 for concept, documents and approval combined.
- Register: for crypto securities not reported separately; EUR 5,000 one-time for a classic register.
- Paying agent: EUR 6,500 one-time plus a fee per investor, then EUR 3,000 per year (one sheet).
- Identification and investor administration: 0.75 to 1.5 percent of volume. The technology costs EUR 0.50 to 1.40 per identification (2026 list prices of one provider).
- Platform and placement: 0.5 to 6 percent of placed volume, sometimes plus 0.1 to 0.5 percent per year trailing commission.
- Marketing: 1 to 2.5 percent of volume, from the two crypto securities bonds.
Fixed versus growing costs
On the WIB route, structuring, BaFin and paying agent setup total about EUR 37,500 to 87,500, whether investors subscribe EUR 2 million or EUR 10 million. So the cost share climbs fast on small issuances.
Commission, administration and marketing grow with volume. In both crypto securities bonds they were the largest share of reported costs. The commission is the biggest single unknown: 0.5 percent in one sheet, 6 percent in another.
What the register costs
Neither crypto securities bond showed register costs separately; they sit inside "structuring costs" or "issuance organization". A crypto securities register is the electronic register under § 16 eWpG, kept on a tamper-proof recording system. Running one requires authorization under § 1(1a) sentence 2 No. 8 KWG and § 32 KWG.
Ask for register keeping as a separate line: setup, ongoing fee, cost per transfer. Only then can you compare. Under § 22 eWpG, switching registers needs the consent of all holders or of BaFin, so your choice binds you for the term. See crypto securities register or central register.
Costs that keep running
Trailing commission ran from 0.1 to 0.5 percent per year on outstanding volume; the paying agent charged EUR 3,000 per year. Over five years, 0.5 percent per year on EUR 5 million is EUR 125,000. Comparing only one-time costs understates the total cost of offers with a low upfront commission.
Worked example: EUR 5 million and EUR 20 million
Both use the ranges above, assume full placement and show one-time costs only. Not quotes.
EUR 5 million, public offering, WIB:
- Structuring EUR 25,000 to 75,000; BaFin about EUR 6,000; paying agent setup EUR 6,500
- Identification and administration EUR 37,500 to 75,000
- Platform and placement EUR 25,000 to 300,000
- Marketing EUR 50,000 to 125,000
- Total EUR 150,000 to 587,500, or 3.0 to 11.8 percent
EUR 20 million, public offering, prospectus:
- Prospectus EUR 30,000 to 150,000; BaFin fee under FinDAGebV not included; paying agent setup EUR 6,500
- Identification and administration EUR 150,000 to 300,000
- Platform and placement EUR 100,000 to 1,200,000
- Marketing EUR 200,000 to 500,000
- Total EUR 486,500 to 2,156,500, or 2.4 to 10.8 percent
At EUR 5 million, fixed blocks are up to 1.8 percent of volume. At EUR 20 million their share drops, but a public offering of EUR 12 million or more within twelve months needs an approved prospectus (Art. 3(1) and (2)(b) Regulation (EU) 2017/1129). Aimed only at qualified investors, prospectus and BaFin fee fall away under Art. 1(4)(a). Commission stays your biggest lever: between 0.5 and 6 percent on EUR 20 million lies EUR 1.1 million.
Where mistakes get expensive
- A second tranche lifts a public offering above EUR 12 million in twelve months: now you need a prospectus.
- An offer that also reaches non-qualified investors loses the Art. 1(4)(a) exemption.
- An uncapped commission: 6 percent on EUR 20 million is EUR 1.2 million.
- No per-investor fee in the offer: it grows with every small subscription.
When these ranges do not apply
They describe public offerings in Germany without admission to an organized market (organisierter Markt) or a bank syndicate. That admission adds costs for admission, rating and syndicate commission. Setting up a vehicle first, such as a securitization structure in Luxembourg, adds its own setup and administration costs. If the bond is a packaged investment product under Regulation (EU) No 1286/2014 and retail investors subscribe, a key information document is mandatory: on the WIB route it replaces the WIB (§ 4(1) sentence 2 No. 4 WpPG), next to a prospectus it is added.
The percentages for commission, administration and marketing come from issuances around EUR 2.5 million; the example scales them linearly, which the sheets do not confirm. The prospectus figures predate the Listing Act. To plan, get one offer per block and test it against these ranges. The process behind these costs: digital bond under the eWpG.
Your next step
Write down your investor group, sales route and target volume, then check which of the six blocks you have priced. To test your numbers, talk to us.