A platform can run your register, subscriptions and payments. It cannot take over your responsibility. The payment obligation under the bond (§ 793 (1) BGB), the content and deposit of the terms and conditions (§ 5 eWpG), liability for the securities information sheet (§ 11 WpPG) and, for crypto securities, ensuring their integrity and authenticity in the register (§ 21 eWpG) all stay with the issuer.
Tasks move, responsibility stays
A platform issuance feels outsourced. Legally, it is not. You promise interest and repayment, deposit the terms, choose the register and are liable for the offer information. The platform executes, under its own licenses.
Separate the two before you sign, and you negotiate a different contract: clear deadlines, proof of licenses and a plan for when one building block drops out.
What an issuance platform actually does
An issuance platform bundles register keeping, subscriptions, investor identification, payments and reporting. Behind one interface there are often several roles, each with its own license.
- Crypto securities register keeping needs a BaFin license (§ 1 (1a) sentence 2 no. 8 in conjunction with § 32 (1) KWG).
- Brokering investors to the issuer needs its own license, or the broker acts as a tied agent of an institution.
You do not have to fulfill these duties yourself. You do have to know who fulfills them for you.
Who carries which duty
Rule of thumb: what investors can demand from the issuer stays with the issuer. What a provider must do under its license stays with the provider.
Stays with the issuer:
- Paying interest and principal, even if a paying agent or the platform executes it (§ 793 (1) BGB; § 2 (2) eWpG).
- Drafting, depositing and amending the terms; the register keeper only keeps them accessible (§ 5 (1), (3) and (4) eWpG).
- Appointing and replacing the register keeping entity (§ 16 (2) eWpG).
- Integrity and authenticity of the crypto securities (§ 21 (1) eWpG).
- The securities information sheet: the offeror is responsible, which in a self-issuance is the issuer, even if the platform drafts it (§ 4 (1) and (8) WpPG; § 11 WpPG).
- Reporting beneficial owners (§ 20 (1) GwG).
- Publishing inside information, once the issuer has applied for or approved admission to an organized market (organisierter Markt), or requested or approved admission or trading on an MTF or OTF (Art. 17 (1) Regulation (EU) No 596/2014).
Stays with the provider:
- Identifying investors, as obligated party under the Money Laundering Act.
- Brokering investors (KWG, Securities Institutions Act).
Why the payment duty stays with you, even when the platform pays
The bond is the issuer's promise. The holder of a bearer bond can demand performance from the issuer (§ 793 (1) BGB). An electronic security has the same legal effect as a paper one (§ 2 (2) eWpG).
The paying agent or platform only performs on your behalf. If interest arrives late because the register extract was missing or the account was not funded, the claim is against you. The terms set what follows, such as default interest or a termination right.
Your own duties in the crypto securities register
You appoint the register keeping entity. If you appoint no one, you count as the register keeping entity yourself (§ 16 (2) eWpG). You may replace it without the holders' consent, unless the terms say otherwise.
§ 21 (1) eWpG also requires you to take the technical and organizational measures that ensure the integrity and authenticity of the crypto securities for as long as they are registered. For damage the register keeper causes, you are liable only if you selected it without due care. If the register no longer meets the legal requirements, you must fix this within a reasonable time. Otherwise BaFin can order a transfer to another register (§ 21 (2) eWpG).
So: document how you selected the register keeper.
The information sheet is yours, even if the platform writes it
The offeror using the prospectus exemption prepares, files and publishes the securities information sheet before the offer (§ 4 (1) WpPG). In a self-issuance, that is you. If a significant new factor arises after approval, or a material inaccuracy appears, the sheet must be updated without delay while the offer runs (§ 4 (8) WpPG).
If material information is wrong or misleading, the buyer can demand that those who issued the sheet and the offeror, jointly and severally, take back the securities against refund of the purchase price, capped at the first issue price (§ 11 (1) WpPG). This covers purchases during the offer, at the latest within six months after the first public offer. A draft by the platform does not shift this liability.
After the first subscription, operations are yours
Operations begin with registration, and they are yours. Amendments to deposited terms take effect only once deposited again, in a way that makes the changes traceable (§ 5 (3) and (4) eWpG).
During the term, you can change the terms only by contract with all creditors, or by majority resolution if the terms allow it (§§ 4 and 5 SchVG). Leave out a majority clause, and every later change needs every single investor. One objecting investor can block an extension of the term.
Checklist before you sign with a platform
- Every role names the company that performs it and its license: register keeping, brokerage, custody, paying agent.
- The register keeper selection is documented, with recording system and proof of license.
- The contract covers replacing the register keeper, deadlines and handover of register data.
- The terms include a rule on changing the register and, if wanted, a majority clause under the SchVG.
- It is clear who drafts, approves and updates the information sheet.
- The paying agent gets a register extract for every interest date, with agreed lead time and funding date.
- Your entry in the transparency register is current.
- One person in-house owns register, payments and announcements for the full term.
When this does not apply
This covers eWpG bearer bonds in a crypto securities register, offered in Germany.
- Central register security: § 21 eWpG applies only to crypto securities. In a central register with a central securities depository or custodian, its rules apply. Payment duty and terms still stay with you.
- Crowdfunding platform: Regulation (EU) 2020/1503 covers offers up to EUR 5 million per project owner in twelve months (Art. 1 (2) (c)). The project owner then prepares a key investment information sheet instead (Art. 23 (2)) and is liable for it (Art. 23 (9); § 32c WpHG).
- Other instruments: subordinated loans and registered bonds fall outside the eWpG (§ 1 eWpG); a token only mirrors them.
Your next step
Check your platform contract against the checklist: for each role, do you know who performs it and under which license? To go through it together, talk to us.