Crypto Law Profile

Germany Future Financing Act Tokenized Securities Amendments

Germany’s Future Financing Act amended company and electronic-securities law so certain shares can be issued as electronic securities, including crypto-register shares where the company’s articles permit it.

Germany Effective Act Dec 15, 2023

At a glance

Status In force in Germany; most securities-law amendments applied from Dec. 15, 2023.
Scope eWpG now covers registered shares and central-register bearer shares.
Registers Crypto-register shares require express authorization in the company’s articles.
Later Update StoFöG later repealed eWpG §20’s crypto-securities list provisions from Feb. 10, 2026.

Overview

Germany’s Future Financing Act, formally the Gesetz zur Finanzierung von zukunftssichernden Investitionen (Zukunftsfinanzierungsgesetz, or ZuFinG), is an in-force German act that amended capital-markets, company-law and securities rules. For tokenized securities, the core provisions are Articles 13 and 16, which amended the Stock Corporation Act (Aktiengesetz, AktG) and the Electronic Securities Act (Gesetz über elektronische Wertpapiere, eWpG). Most relevant tokenized-share amendments took effect on Dec. 15, 2023, the day after publication in the Federal Law Gazette, with selected Article 16 provisions phased in on Nov. 1, 2025.

How the amendments fit into German tokenized securities law

The tokenized-securities profile of ZuFinG is not a standalone crypto licensing regime. It is a statutory amendment package designed to modernize German capital-market access and expand the legal infrastructure for electronic securities. The law built on Germany’s existing eWpG framework, which had already created rules for electronic securities and crypto securities registers. ZuFinG extended that framework so that shares, not only debt instruments, could be represented through electronic securities mechanisms when the statutory conditions are met.

Electronic shares and register models

Article 16 expanded the eWpG scope to include registered shares and bearer shares entered in a central securities register. In practical legal terms, this distinguishes between share types and register models: registered shares may be represented electronically through a central securities register or, where permitted, a crypto securities register; bearer shares are brought into the eWpG framework only where they are entered in a central register. The distinction matters because it affects how the securities are legally recorded, not whether the shares are suitable for any particular investor or issuance strategy.

Corporate authorization and certificate exclusion

Article 13 amended AktG §10 to align German corporate-law rules with electronic shares. A company’s articles of association must exclude paper certification for electronic shares. If a share is to be entered in a crypto securities register, the articles must expressly permit that form of entry. These provisions make the corporate charter part of the legal architecture for tokenized or electronically registered shares, rather than leaving the register choice solely to a technical platform or service provider.

Key provisions for issuers, registers and investors

  • Expanded eWpG scope: The electronic securities regime now covers bearer bonds, registered shares and central-register bearer shares, subject to the statute’s conditions.
  • Register-specific treatment: ZuFinG differentiates between central securities registers and crypto securities registers, particularly for share instruments.
  • Share data requirements: Amendments to register provisions address share-specific information such as share type, class, voting rights and transfer restrictions.
  • Replacement mechanics: The eWpG amendments address when paper certificates, global certificates or electronic entries may be substituted, including consent and articles-of-association conditions.
  • Later supervisory-list update: A subsequent German law, the Standortfördergesetz, repealed eWpG §20’s BaFin crypto-securities list provisions from Feb. 10, 2026.

Status, phase-ins and later changes

The Bundestag passed the government bill in amended form on Nov. 17, 2023, and the Bundesrat approved it on Nov. 24, 2023. The law was published as Federal Law Gazette 2023 I No. 354 on Dec. 14, 2023. The principal electronic-share amendments entered into force on Dec. 15, 2023. Article 16 numbers 11, 13 and 17 had a later statutory effective date of Nov. 1, 2025.

As of July 6, 2026, the Future Financing Act’s core expansion of the eWpG to electronic shares remains part of Germany’s operative legal framework. Editors should note that the later Standortfördergesetz changed part of the surrounding eWpG architecture by repealing §20’s public crypto-securities list provisions. That later change should be reflected when describing current German crypto-securities-register transparency mechanics.

CryptoSlate editorial framing

For CryptoSlate readers, the amendments are best understood as Germany’s statutory bridge between company shares and electronic or tokenized securities records. The law does not by itself resolve every securities, prospectus, custody, trading venue, market abuse, tax or anti-money-laundering issue that may arise in a tokenized securities issuance. It instead defines when certain German share instruments may exist within the electronic securities regime and how corporate articles and register entries interact. This profile is for legal-reference purposes and should not be read as legal, tax, investment or compliance advice.

Key provisions

Electronic shares under AktG

AktG §10 was amended so shares may be electronic when paper certification is excluded and register conditions are met.

Tokenization Dec 15, 2023 Source

eWpG scope expansion

Article 16 expanded eWpG to registered shares and central-register bearer shares, alongside bearer bonds.

Securities Dec 15, 2023 Source

Central and crypto registers

Registered shares may be reflected in central or crypto securities registers; bearer shares are covered when centrally registered.

Tokenization Dec 15, 2023 Source

Articles of association

Electronic shares require certificate exclusion in the articles; crypto-register entry must be expressly authorized there.

Securities Dec 15, 2023 Source

Share-specific register data

Register amendments add share-specific data such as type, class, voting rights and transfer restrictions.

Disclosure & Marketing Dec 15, 2023 Source

Later §20 list repeal

StoFöG repealed eWpG §20’s supervisory crypto-securities list provisions from Feb. 10, 2026.

Market Structure Feb 10, 2026 Source

Timeline

  1. Government bill printed

    Bundestag document 20/8292 introduced ZuFinG, including the electronic-share and eWpG amendment package.

    Introduced Source
  2. First Bundestag reading

    The bill was debated and referred to committees, with the Finance Committee taking the lead.

    In committee Source
  3. Bundestag passed bill

    The Bundestag adopted the government bill in committee-amended form.

    Passed Source
  4. Bundesrat consent

    The Bundesrat approved the Future Financing Act after Bundestag passage.

    Enacted Source
  5. Published in Federal Law Gazette

    ZuFinG was published as BGBl. 2023 I No. 354.

    Enacted Source
  6. Main amendments in force

    Most Article 13 and Article 16 electronic-share amendments entered into force the day after promulgation.

    In force Source
  7. Article 16 phase-in

    Article 16 Nos. 11, 13 and 17 took effect under the statute’s delayed effective-date clause.

    Partially effective Source
  8. StoFöG eWpG update

    Article 26 of StoFöG repealed eWpG §20’s crypto-securities list provisions.

    In force Source

Who it affects

Actors

BaFin, Bundesrat, Bundestag, Federal Ministry of Finance, Federal Ministry of Justice

Asset classes

Electronic securities, Shares, Tokenized securities

Official sources

Editorial note

Profile focuses on ZuFinG Articles 13 and 16 as they relate to electronic shares, tokenized securities registers and related eWpG amendments. As of July 6, 2026, editors should note the later Standortfördergesetz repeal of eWpG §20’s crypto-securities list provisions.