TGI AG: Bafin prohibits company from offering capital investments to the public

What Changed

• - BaFin has formally classified the products “Customer Basic 2%” and “Customer Basic 2% + Treuerabatt” as capital investments (Vermögensanlagen) because customers temporarily provide money in return for interest and later physical delivery of gold, r
• BaFin has prohibited TGI AG from offering these specific capital investments to the public in Germany, meaning no marketing, distribution, or sale of these products to German investors.
• The prohibition initially took effect on an immediately enforceable basis and has since become final, removing any remaining legal uncertainty over the enforceability of the order.
• The enforcement action confirms BaFin’s expectation that any public offer of capital investments in Germany must be preceded by publication of a prospectus that has been approved (“gebilligt”) by BaFin in accordance with VermAnlG.
• BaFin reiterates that its prospectus review is limited to completeness, coherence and comprehensibility of mandatory disclosures and does not involve verification of factual accuracy, issuer reliability, or product suitability, and issuers remain ful
• The case signals heightened scrutiny of gold‑linked and other asset‑backed investment models offered cross‑border into Germany, especially where they effectively function as interest‑bearing investments or deposit‑like products rather than straightfo

Suggested Considerations

• Identify and classify all existing and planned gold‑linked, commodity‑linked, or “discount”/loyalty investment models offered to German‑resident clients to determine whether they qualify as capital investments (Vermögensanlagen) under VermAnlG rather than simple goods purchases.
• Implement an internal product‑approval control that requires legal determination of the regulatory perimeter (VermAnlG, KWG, WpPG, etc.) before any public offer or marketing of investment‑like products in Germany.
• Ensure that no public offers of capital investments are made in Germany unless and until a prospectus has been prepared in accordance with VermAnlG and formally approved by BaFin, and is then published and made available to investors.
• Review distribution and marketing materials (websites, brochures, social media campaigns, affiliate and MLM networks) to remove any references to capital investment‑type products that lack an approved prospectus for the German market.
• Establish a process to check BaFin’s prospectus database prior to launch to confirm that the final approved prospectus is duly filed and accessible, and maintain internal evidence of filing and approval.
• Update product governance and cross‑border distribution policies to treat interest‑bearing, deferred‑delivery gold schemes and similar structures as regulated capital investments, with clear prohibitions on offering such products in Germany without VermAnlG compliance.

Key Dates

Who is Affected