Legal Advice on German Investment Offerings under VermAnlG 

Investments within the meaning of the German Investment Act (VermAnlG) form a sub-segment of possible investment offers on the German market. Broadly speaking, the relevant regulation covers investment offers that are not securities offerings pursuant to the Prospectus Regulation (PR), collective investment undertakings pursuant to the Alternative Investment Fund Managers Directive (AIFMD) or the UCITS Directive, crowdfunding pursuant to the European Crowdfunding Service Provider Regulation (ECSPR) and crypto-assets offerings pursuant to the Markets in Crypto-Assets Regulation (MiCAR).

For such investment offers, the VermAnlG essentially regulates the public offering. The public offering generally requires the publication of a sales prospectus to be approved by BaFin. The structure of the sales prospectus is governed by the Asset Investment Sales Prospectus Ordinance (VermVerkProspV) and is comparable to a prospectus within the meaning of the EU Prospectus Regulation. Depending on the structure of the investment, either an investment information sheet (in accordance with the VermAnlG) or a key information document (in accordance with the Regulation on Key Information Documents for Packaged Retail and Insurance-based Investment Products, PRIIPR) is also required. In the case of, for example, crowd funding in accordance with the VermAnlG, which is not covered by the ECSPR, a sales prospectus may be dispensed with and, if certain exemptions apply, an investment information sheet may also be dispensed with.

With a few exceptions, there is generally no regulation of the issuer or manager of the investment or its structure comparable to the AIFMD or UCITSD. However, blind pools, for example, are generally prohibited. In addition, distribution must be carried out via an intermediary (no self-distribution) and the use of funds must be monitored by an independent controller of the use of funds. Overall, however, the VermAnlG offers a regulatory framework which, depending on the objective pursued, can prove to be quite attractive for investment offerings on the German market.