LAYER 1
What are you issuing, and to whom?
The instrument and the offer size set your disclosure obligation: a securities prospectus, a securities information sheet, or an investment information sheet - and whether MiFID II or ECSPR touch how it's distributed. A traditional bond and a tokenized bond carry the same Layer-1 obligations.
LAYER 2
Are you tokenizing?
Issuing the instrument as a crypto-security under the eWpG adds one requirement: entry in a crypto-securities register run by a licensed operator, plus a §20 BaFin notification. If your token isn't a security (e.g. a utility or e-money token), MiCA is the regime instead.
PICK BY WHAT YOU'RE RAISING
EU Prospectus Regulation / WpPG
Governs public offers of securities like bonds and debentures. A securities information sheet covers offers from €100k to €8M; from €8M, a full prospectus.
VermAnlG
Governs non-securities investments like subordinated loans and profit-participation rights. An investment information sheet is filed with BaFin, with prospectus-free routes under §2 and §2a.
MiFID II
Governs securities and investment services. Its rules apply to the instrument itself and to how it is distributed.
ECSPR
Governs crowdfunding service providers. Applies to platform-intermediated raises of up to €5M across the EU.
KAGB / KryptoFAV
Governs funds and crypto fund units. Requires fund authorization, with dedicated rules for tokenized fund units.
eWpG
Governs the electronic and crypto-securities form. The security is entered in a crypto-securities register run by a licensed operator, with a §20 BaFin notification.
MATCH YOUR INSTRUMENT TO ITS RULEBOOK - CONVENTIONAL OR TOKENIZED
Which instrument, which regime
Pick the instrument first; the regime follows. The same instrument can be issued conventionally or as a crypto-security – the disclosure document is identical either way. Tokenization just adds the eWpG (or KryptoFAV) layer.
CORPORATE BOND
Raise debt with WIB or prospectus
A corporate bond is a security under German securities law. Free-market issuance runs on a WIB (German Securities Trading Act) between €100k and €8M, with a full prospectus required above €8M. Tokenized as a crypto-security, you add an eWpG register entry and a §20 BaFin notification – the rest of the obligation stack stays identical.
SUBORDINATED LOAN
Structured debt under the investment regime
A subordinated loan is a regulated investment, not a security, and sits under VermAnlG. Free-market issuance uses an investment information sheet within statutory exemptions. Where structured as a crypto-security with counsel, an eWpG register entry adds the digital layer.
PROFIT -PARTICIPATION RIGHT
Hybrid capital, classification follows terms
A profit-participation right can be either a security or a regulated investment depending on how it's structured. Classification needs counsel up front, because the disclosure document – information sheet or prospectus – follows from it. Tokenized form adds an eWpG register entry.
PARTICIPATION LOAN
Profit-linked debt as a regulated investment
A participating loan is a regulated investment where the lender shares in profits. Disclosure runs on an investment information sheet. Where applicable, the eWpG layer can be added for crypto-security form.
THE ISSUER (YOU)
Issuing needs no license
Disclosure, not a license
Issuing your own securities or investments isn't a licensed service, conventional or tokenized. What you owe is disclosure: a prospectus or information sheet, scaled to the instrument and the offer size.
THE PLATFORM (ONINO)
Where the license sits
ONINO holds the licensed layers
A tokenized securities register has to be run by a licensed operator, and placing or brokering other people's securities is licensed business. ONINO provides those layers, so running your raise on our rails isn't the same as becoming an intermediary yourself.
COMPLIANCE & TRUST
Is ONINO compliant?
ONINO runs conventional and tokenized issuance on the same rails, with compliance designed into the setup rather than bolted on afterward. Your specific offering is always confirmed with counsel before it goes live.
ONINO supports this with:
a licensed electronic-securities register, run by a registered operator
identity, screening and audit-proof records on every investor
disclosure documents prepared and filed with registered legal partners
independently audited security: ISO 27001 and SOC 2 Type II
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