It depends on who you offer the bond to and how much you raise. Offer it only to qualified investors, to fewer than 150 non-qualified investors per member state, or with a minimum denomination of EUR 100,000, and you need no prospectus. Since June 5, 2026, a public offer in Germany below EUR 12 million over twelve months only needs a securities information sheet. Unless another exemption applies, from EUR 12 million an approved prospectus is mandatory. The basis is Regulation (EU) 2017/1129 and the German Securities Prospectus Act (WpPG).
What changed on June 5, 2026
The EU Listing Act (Regulation (EU) 2024/2809) raised the threshold for prospectus-free public offers to less than EUR 12 million per issuer or offeror over twelve months. Germany did not use its option to lower it to EUR 5 million. The Standortfördergesetz also removed the individual investment thresholds of the WpPG.
So more digital bond projects can go ahead without a prospectus. Still, who may subscribe remains your first decision. Document, effort, distribution channel and cross-border reach all depend on it.
A digital bond follows the same rules as a paper bond
Under Section 2 (2) of the German Electronic Securities Act (eWpG), an electronic security has the same legal effect as a security issued by certificate. A digital bond is a bond issued through an electronic securities register instead of a global certificate.
So prospectus law, distribution rules and investor protection apply unchanged. Central register or crypto securities register: the choice does not change who may invest, only how subscription and custody work. One difference: the information sheet may be one page longer (see below).
When you need neither prospectus nor information sheet
When the offer is aimed only at qualified investors. Under Article 2 (e) of Regulation (EU) 2017/1129, these are essentially professional clients and eligible counterparties as defined in MiFID II. Article 1 (4) (a) exempts such offers from the prospectus requirement.
Two more exemptions under Article 1 (4) (b) and (c):
- Offers to fewer than 150 natural or legal persons per member state who are not qualified investors.
- Offers with a minimum denomination of EUR 100,000.
These exemptions apply side by side. They demand discipline: open the subscription to everyone, and you leave the exemption. Can you prove for every subscriber which group they belong to?
Public offers below EUR 12 million
Since June 5, 2026, a public offer with a total value below EUR 12 million over twelve months is exempt from the prospectus requirement under Article 3 (2) of Regulation (EU) 2017/1129, as long as it is not to be notified into other member states. Exactly EUR 12 million already requires a prospectus. Count relevant public offers EU-wide over twelve months. Exclude offers with a published prospectus and offers exempt under Article 1(4), first subparagraph (Article 3(2c)).
In Germany, the securities information sheet under Section 4 WpPG takes the place of the prospectus. It covers issuer, security, risks and costs on at most three A4 pages. For electronic securities under the eWpG, Section 4 (3a) WpPG allows up to four pages, but requires details on the register, the technology, transferability and the register keeper. Plan that page from day one. It is the part a paper bond issuer never has to write.
BaFin must permit publication before the offer starts. Its ten-working-day period runs from a complete filing. If the sheet is missing or wrong, the issuer is liable under the WpPG. Below EUR 100,000 over twelve months, no information sheet is needed at all.
From EUR 12 million or with investors abroad
From EUR 12 million over twelve months, a public offer needs a prospectus approved by BaFin under Article 3 (1) of Regulation (EU) 2017/1129. It takes much more work, but it can be notified into other member states.
The information sheet has no European passport. EUR 12 million is the default EU threshold; national thresholds can differ. The German sheet only works in Germany. Reaching retail investors in Austria or Luxembourg publicly means that state's exemption and disclosure document apply, and some member states chose the lower EUR 5 million threshold. Issuers overlook this limit most often when a platform technically accepts subscribers from across the EU.
Extra duties with retail investors
If the repayment amount fluctuates because it depends on reference values or assets the investor does not buy directly, such as an index or a reference rate, the bond is a packaged investment product under Article 4 (1) of Regulation (EU) No 1286/2014. Whether profit-linked interest falls under this is decided case by case.
If it is such a product and retail investors are offered it, you need a key information document. Below EUR 12 million, it replaces the securities information sheet under Section 4 (1) sentence 2 no. 4 WpPG. From the threshold, prospectus and key information document stand side by side.
Selling through an investment intermediary or a bank triggers their duties under the German Securities Trading Act (WpHG), such as the appropriateness test. So finish your documents early enough for BaFin's ten working days and the distributor's review.
Four questions to your document
- Only qualified investors? Yes: no prospectus, no information sheet, no key information document. No: go to 2.
- Fewer than 150 non-qualified investors per member state, or a denomination of at least EUR 100,000? Yes: no prospectus and no information sheet; with retail investors, only question 3 remains. No: go to 3.
- Packaged investment product sold to retail investors? Yes: key information document; below EUR 12 million it replaces the information sheet, from EUR 12 million a prospectus is added. No: if you passed question 2, you are done; everyone else goes to 4.
- Public offer below EUR 12 million over twelve months? In Germany: information sheet with BaFin permission. Abroad: check local thresholds and disclosure requirements. If the threshold exemption does not apply, assess the prospectus route.
Example: when the threshold tips
An issuer plans a digital bond for retail investors in Germany. It offers EUR 7 million in March and wants to add a second tranche of EUR 6 million in November.
- March, EUR 7 million: total EUR 7 million, information sheet.
- November, EUR 6 million: total EUR 13 million, prospectus.
- November, EUR 5 million instead: total exactly EUR 12 million, prospectus.
- November, EUR 4.9 million instead: total EUR 11.9 million, information sheet.
- April of the following year, EUR 6 million: March drops out, total EUR 6 million, information sheet.
An offer in another member state in the same period counts too. Tranche planning belongs in the term sheet, not in the sales phase.
Your next step
Write down which investors you want to reach and how much you plan to raise over the next twelve months. Then tell us about your project.