Who does what in a digital bond issuance: the roles you need

What counts is which activity needs a license, not what a provider calls itself. Every digital bond under the eWpG needs an issuer, an eligible register keeper: a licensed crypto securities register keeper or a central securities depository or authorized custodian (§ 12 (2) eWpG), a payment route and a way for investors to subscribe and hold their securities. Anyone who brings you investors needs their own license or acts as a tied agent under the liability of an institution (§ 3 (2) WpIG, § 2 (10) KWG).

"Who is actually responsible for what?"

This question comes up in almost every closing conversation, usually late. By then you have offers from a platform, a register keeper and a bank, each calling itself something else: issuance partner, infrastructure, tokenization partner. None tells you which roles the law requires. So sort roles by activity, not by label.

The roles, and which ones you cannot skip

Four functions are mandatory: issuer, register keeper, payment route, and investor access with custody. One provider can take on several roles.

• Issuer. Issues the bond, owes interest and repayment, is responsible for the terms and offering document. Needs no license to issue its own bonds; duties come from prospectus law and the WpPG.
• Register keeper. For a crypto security, a specialized institution licensed under § 1 (1a) sentence 2 no. 8 and § 32 (1) KWG. For a central register, a central securities depository or a custodian you authorized in text form (§ 12 (2) eWpG). Without it there is no bond: it only exists once recorded (§ 2 (1) eWpG).
• Paying agent. Takes in subscriptions, pays interest and repayment, reconciles with the register. The eWpG has no separate license for it; in practice a credit institution.
• Broker or issuance partner. Approaches investors, runs onboarding, takes subscriptions. Needs a WpIG or KWG license, or works as a tied agent.
• Liability umbrella. The investment firm or credit institution a tied agent works for. Without it, the tied agent may not operate.
• Investor custodian. Holds crypto securities for investors and needs a KWG license; the alternative is the investor's own wallet.
• Joint representative of the bondholders. Optional. Appointed in the terms (§ 8 SchVG) or later by majority resolution (§ 7 SchVG), if the terms allow majority resolutions (§ 5 (1) SchVG).

The "platform" is missing on purpose. It is not a legal role but an interface. Whether it needs a license depends on which activities it performs itself.

Can you keep the register yourself?

For a crypto securities register, only with your own license. You name its register keeper to investors. Name no one, and you count as the register keeper yourself (§ 16 (2) eWpG). But register management is a financial service that needs a BaFin license (§ 1 (1a) sentence 2 no. 8 in conjunction with § 32 (1) KWG).

The register keeper must protect the confidentiality, integrity and authenticity of the data and keep the register an accurate picture of the legal position (§ 7 (1) and (2) eWpG). It only records what is reported as allotted and paid. So it needs to know early who sends those reports: you, the paying agent or the broker.

Why a paying agent saves your finance team work

The law does not require a paying agent. With more than a handful of investors, it is almost always the better choice.

The register sits on a blockchain, the money in bank accounts. Every payment needs a match: who is in the register on the record date, and which account gets their interest? Without a paying agent, your finance team does this at every interest date, for the whole term.

The payment obligation always stays with you. The paying agent executes; it does not owe. If a payment fails because register and account data drift apart, you are liable to investors.

Who may approach your investors

Bringing investors to an issuer is investment brokerage, a licensed service (§ 2 (2) no. 3 WpIG). A tied agent provides it exclusively for the account and under the liability of an investment firm (§ 3 (2) WpIG) or a CRR credit institution (§ 2 (10) KWG). That institution is liable for the agent, notifies BaFin before the agent starts and monitors its work.

Your test question: who approaches my investors, and under which license? For a tied agent, the answer is in BaFin's public register. An "issuance partner" may be a licensed broker, a tied agent or a service provider with no investor contact. The name does not tell you.

For retail investors, the broker checks appropriateness (§ 63 (10) WpHG), which takes time before the first subscription.

Where your investors hold the bond

Institutional investors hold securities through their custodian bank. If it does not handle crypto securities, the investor cannot receive the bond, even if they want to subscribe. Ask every anchor investor "Where will you hold the security?" in the first meeting, not in subscription week.

The order that keeps deadlines under control

Fill the roles in the order in which each delivers what the next one needs:

1. Set key terms and investor group.
2. Appoint the register keeper.
3. Set the payment route, in parallel to step 2.
4. Settle investor access and custody, in parallel to step 2.
5. File the offering document. BaFin states within ten working days of a complete filing whether it permits publication of a securities information sheet (§ 4 (2) WpPG). Prospectus review takes ten, or 20 working days for a first-time public issuer with no securities admitted to the relevant market (Art. 20 Regulation (EU) 2017/1129).
6. Deposit the terms with the register keeper, once steps 3 to 5 are done. Recording must follow within three months, or the terms are deleted (§ 5 (1) eWpG).
7. Subscription, payment, recording.

The most expensive mistake: step 6 before steps 3 and 4. The three month clock runs while account and investor access are open.

Four questions to find your roles

1. Crypto security or central register? This decides who can keep your register.
2. Do you approach investors yourself? Then no broker is needed, but onboarding and payment matching sit with you. Otherwise: a licensed broker or a tied agent with a liability umbrella.
3. More than a handful of investors, or several interest dates a year? Plan a paying agent. If not, your own account with fixed reference logic may be enough.
4. Can all anchor investors hold crypto securities? If not, sort out custody before you deposit the terms.

This applies to German law bearer bonds under the eWpG. Subordinated loans, registered bonds and profit participation rights fall outside it (§ 1 eWpG); foreign law bonds bring other roles. With one institutional investor, the broker often drops out.

Your next step

List every provider in your offers with the activity it performs and the license it holds. If a role stays empty, talk to us before you deposit your terms.