AMAGVIK Int. AG: Bafin prohibits company from offering participation certificates to the public
Executive Summary
BaFin has issued a final enforcement measure prohibiting AMAGVIK Int. AG, a Swiss issuer, from publicly offering its participation certificates (capital investments) in Germany due to the absence of a BaFin-approved prospectus under the German Capital Investment Act (Vermögensanlagengesetz – VermAnlG). This action underscores that any public offer of capital investments into Germany – including cross‑border offers from non‑German entities – must be preceded by an approved sales prospectus that meets VermAnlG content and form requirements.
What Changed
- - AMAGVIK Int. AG is expressly prohibited from offering its own participation certificates (a form of capital investment) to the public in Germany due to non-compliance with VermAnlG prospectus requirements.
- BaFin has confirmed that the prohibition measure is final and binding, meaning the firm has no remaining ordinary legal remedies to continue the offering in Germany without a compliant prospectus.
- The case reiterates that public offers of capital investments in Germany require prior publication of a sales prospectus approved by BaFin, containing the minimum information mandated by VermAnlG.
- BaFin’s prospectus approval is limited to verifying completeness, understandability, coherence, and consistency of the information, and does not assess factual correctness of the data, the reliability of the issuer, or the quality or suitability of t
- Issuers of capital investments remain fully liable for the accuracy of the information in the prospectus and must clearly state in the prospectus that BaFin does not check correctness of content, issuer reliability, or product quality.
- BaFin has highlighted that the existence and status of approved capital investment prospectuses can and should be checked via its prospectus database, reinforcing an expectation that market participants conduct such checks.
Suggested Considerations
- Verify immediately whether any existing or planned offerings of participation certificates or other VermAnlG‑covered capital investments to German investors are supported by a BaFin‑approved prospectus, and suspend public offers where no such prospectus exists.
- Review all cross‑border distribution arrangements to ensure non‑German issuers offering capital investments into Germany understand and comply with VermAnlG prospectus obligations before any public marketing or solicitation.
- Implement or strengthen internal controls requiring legal/compliance sign‑off that a BaFin‑approved prospectus is in place (and properly filed) prior to any public offering of capital investments, especially for retail distribution.
- Update product governance and new product approval policies to explicitly cover VermAnlG capital investments, including participation certificates, and to require checks against BaFin’s prospectus database before onboarding or recommending such products.
- Enhance due diligence procedures on third‑party issuers (including Swiss and other non‑EU issuers) to confirm prospectus approval status, prospectus content compliance, and clear disclosure that BaFin does not verify correctness or product quality.
- Train front‑office staff, investment advisers, and distributors on German prospectus requirements under the Capital Investment Act and the limitations of BaFin’s prospectus review, so they do not misrepresent BaFin’s role to clients.
Key Dates
Compliance Impact
Non-compliance with VermAnlG prospectus requirements for public offerings of capital investments in Germany can result in formal prohibition orders, reputational damage, potential civil liability to investors, and supervisory follow‑up on distributors and intermediaries connected to the products. The AMAGVIK Int. AG case demonstrates BaFin’s willingness to escalate from warnings to binding enforce
Who is Affected
AI-generated analysis. May contain errors or omissions — verify with the original BaFin source before acting. Full disclaimer.
Summary
On 27 May 2026, the Federal Financial Supervisory Authority (BaFin) prohibited the public offering of participation certificates of AMAGVIK Int. AG, based in St. Gallen, Switzerland, due to a violation of the German Capital Investment Act (VermAnlG). For this reason, AMAGVIK Int. AG may not offer its own participation certificates to the public in Germany.