Maybe your adviser suggested raising money from the people who already know your company, or you have read what a self-issuance is and think it could fit. The next question is practical: what do you have to do, in what order, and when does the money arrive?

A self-issuance, also called a direct placement, means your company offers its own bond directly to investors, without a bank selling it for you. In US usage, "direct placement" usually means a private sale to a few institutions, which is a different route.

This guide uses Germany as the worked example. Germany simplified the rules in 2026: companies may now sell their own bond directly to retail investors, without an intermediary and without a cap per investor. The five steps work the same way in other European countries, because the core rules come from EU law. What differs by country is the detail: the threshold for a prospectus, the name and format of the short investor document, and who must be involved in selling the offer. Check those points locally with your lawyer.

What are the five steps of a self-issuance?

Every self-issuance runs through the same five steps. Two terms come up throughout: the investor document is what investors must receive before investing, either a short information sheet or a full prospectus, and the regulator is your national financial regulator, such as BaFin in Germany or the AMF in France.

Step 1: What do you have to decide first?

Start with the instrument, because it decides which rules apply. For most companies there are two options:

• Bond (usually the right choice): investors lend you money at a fixed rate and get it back at the end of the term. A bond is a security, so the EU prospectus rules apply. In Germany you may sell it yourself, up to just under €12 million with a short information sheet. It can also be subordinated if you want.

• Subordinated loan: investors are paid only after all your other creditors if things go wrong, so it usually pays more. It is not a security and follows national rules, which are often stricter. In Germany, a public offer of a subordinated loan to retail investors must go through a licensed intermediary, even with a full prospectus; without one, only through an online platform, capped at €6 million and with caps per investor.

To raise directly from your own network, a bond is therefore usually the simpler choice.

Then fix the amount. Under the EU rules, each country exempts securities offers below either €12 million or €5 million in 12 months from the prospectus requirement. Germany chose €12 million. The limit applies to your company as a whole, across all securities you offer in those 12 months, not per project. Above it you need a prospectus, which costs months, so plan the amount with some distance to the limit. Also decide whether there is a minimum volume. If it is not reached, investors get their money back; without one, you issue the bond in the amount actually subscribed.

Last come the terms: interest rate, term and minimum investment. Copy what your investors already know: if your customers invested at 4% over five years last time, a similar offer will fill faster. A profit-linked rate is possible, but it changes the investor document and the tax treatment, so agree it with your lawyer.

Step 2: Which document do investors need?

Below the prospectus limit, many EU countries ask for a short, standardised information sheet on the company, the bond, the risks and the costs. In Germany this is the securities information sheet (Wertpapier-Informationsblatt, WIB): required from an offer of €100,000, three pages, four for a digital bond. You may publish it only once BaFin has approved it, usually within 10 working days, for a fee of €5,923. Only for bonds with variable, for example profit-linked, returns does a key information document (KID) under the EU PRIIPs rules take its place. Other countries set their own format and review process.

Above the limit, a public offer needs a full prospectus, which takes several months to prepare. Unlike a national information sheet, an approved prospectus can be used across the EU, which matters if you want to reach retail investors in several countries. Offers only to professional investors, or to fewer than 150 retail investors per country, need neither. Our prospectus guide explains which route applies.

As the issuer, you are liable to your investors for what the document says. Take your time with the risk section.

This review is the step you cannot rush. The regulator checks the document for completeness, and any gap sends it back. A company that announces its launch date and then gets two questions on its risk section can easily lose four weeks, so set the public date only once the document is cleared.

Step 3: How do investors sign up and pay?

While the document is under review, build a sign-up page under your brand, identity checks and a payment account. None of this needs the regulator's approval, so running it in parallel is the easiest way to save weeks.

Identity checks are required under anti-money-laundering rules, so that money from crime stays out of your offer. A licensed partner, such as the payment provider, usually runs them online. Investor money goes to that provider or to an escrow account, which holds it with a neutral third party until the offer closes.

Our client CanTra shows how this works in practice. Its investors pay into a separate escrow account for each issuance, provided by secupay, a payment institution licensed by BaFin and one of ONINO's pre-integrated partners. An investment is only booked once secupay confirms the payment.

Step 4: How do you open and close the offer?

Once the document is approved and published, the offer opens. In Germany, the information sheet must be published at least one working day before the offer starts. From now on, your network is your sales channel.

Plan the outreach like a product launch: sort your contacts, write to them personally, offer an information evening or webinar, and send reminders during the subscription period. Any advertising must point to the investor document and must not contradict it.

Investors subscribe, meaning they sign up to buy a stated amount, pass the identity check and transfer the money. You accept the subscriptions at the end of the offer period or once you hit your target. Private investors may have a right to withdraw, so check with your lawyer before treating the money as final.

One common and avoidable mistake: if you pay anyone a fee to sell the offer for you, they normally need their own licence, or must work under a licensed partner. That includes so-called finders who in fact arrange investments. Ask your lawyer before you bring in any intermediary.

Step 5: What happens after the money comes in?

Your obligations run for the whole term: interest on time, investor updates and accurate records. With 300 investors on a five-year bond paying annually, that is 1,500 payments, which is where spreadsheets start to break.

Plan for tax as well. In Germany, capital gains tax has to be withheld on interest paid to private investors, and depending on the set-up, the issuer itself may be responsible. Other countries have their own withholding rules, so ask your tax adviser before the first payment is due.

A digital bond helps most with the admin. In Germany, under the Electronic Securities Act (eWpG), it is created by an entry in an electronic register instead of a paper certificate. The register is kept by a registrar licensed by BaFin; the licence sits with that partner, not with ONINO. Interest payments can then run automatically. Other EU countries have their own frameworks for digital securities. Our guide to security tokens and utility tokens explains when a digital bond is worth it.

What does a self-issuance cost?

Expect four cost blocks:

• legal work on the bond terms and the investor document, usually the largest item

• the regulator's fee, €5,923 in Germany for approving the information sheet

• identity checks and payments, charged per investor or transaction

• for a digital bond, the registrar

On top come the software and your own time for reaching investors. What falls away is the fee a bank or placement agent, a firm paid to find investors, would charge. A bank-led issue is sold to institutional investors such as funds and insurers; a self-issuance is sold to people who already know you. Our guide to issuing a bond without a bank compares the two.

Where do most self-issuances lose time?

Most delays come from waiting on others: on the lawyer drafting the document, on the regulator reviewing it and, in a bank-led issue, on the bank or arranger that organises the issue for you. A self-issuance keeps the regulator's review but takes the bank out of the chain.

As ONINO Co-Founder and CPO Lukas Wipf puts it: "From experience, it always comes down to the fact that third parties don't process things when you need them urgently, but when they have time. That is precisely the link in the chain that falls away with a self-issuance."

Fewer handoffs is also why running every step on one system helps. ONINO is a software provider: its white-label software lets you offer sign-up, identity checks and payments under your own brand and design. The licensed parts, such as payment handling and the register for digital bonds, run through pre-integrated licensed partners, and the permissions sit with those partners, not with ONINO. You bring the project and the investors, and reuse the setup for every future raise.

Summary

A self-issuance is five steps in a fixed order. The key points:

1. Choose the instrument first, usually a bond.

2. Size the amount with some distance to your country's prospectus limit (in Germany €12 million).

3. Build sign-up and payments while the document is under review.

4. Announce your launch only once the document is cleared.

Plan two to four months before a first bond offer opens; the next one is far quicker because the setup already exists. The same sequence works in other EU countries, with national thresholds and documents. To compare this route with the alternatives, see our overview of alternative business financing in Europe.

Planning a first bond? Book a demo and we will show you how sign-up, identity checks and interest payments look under your brand.

Legal status: October 2026. Sources: Prospectus Regulation (EU) 2017/1129 as amended by the EU Listing Act (Regulation (EU) 2024/2809); Anti-Money Laundering Regulation (EU) 2024/1624, applicable from 10 July 2027. German examples: Standortfördergesetz (StoFöG), BGBl. 2026 I No. 33; Wertpapierprospektgesetz (securities information sheet); Vermögensanlagengesetz, §§ 2a and 5b (subordinated loans); Gesetz über elektronische Wertpapiere (eWpG).

This article is general information, not legal, tax or investment advice.