Germany Future Financing Act Tokenized Securities Amendments

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.

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.

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.

• 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.

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.