[Last updated: 1 January 2024, unless otherwise noted]

Primary listings

Regulated Market (General or Prime Standard). Applying for a listing requires co-signing of the application by a German bank, a German financial services provider or an EEA-domiciled enterprise operating in Germany on the basis of a so-called "European passport." The financial institution applying for the listing must have a minimum capital of €730,000 (approximately US$806,650).

The listing application must normally relate to all securities of the same class, with the exception of parts of a class of shares which serve to maintain a controlling influence over the company or shares that temporarily may not be traded (such as in case of a lock-up agreement).

Companies that apply for admission to the Regulated Market (General or Prime Standard) must have published a prospectus approved by the BaFin (or by another competent national authority, please see below). The prospectus must be drafted in accordance with the EU Prospectus Regulation. In the case of an issuer vehicle from another EEA country, the regulator of the home state will have to review and approve the prospectus according to its law, which will be substantially identical as it will also be based on the EU Prospectus Regulation.

Besides an approved prospectus, the applicant must submit the following documents:

• A current excerpt from the commercial register.
• Current articles of association or by-laws.
• Governmental approvals, if any, related to the incorporation of the company, its business activities or the issuance of shares.
• Audited annual financial statements, including the company report for the last three business years and the auditor certificates.
• Evidence of the issuance of the shares.
• In the case of single share certificates, a sample of the certificate.
• In the case of a global certification, a declaration by the company that the global certificates have been put in custody with a central depository and that single certificates will be issued if the global certificate is cancelled or upon a valid demand by the security holders.

Scale. Trading on the Scale segment does not require a formal listing approval, only a decision by the admissions board to "include" the security in trading. The issuer itself needs to apply for inclusion on the Scale segment, and the application must be co-signed by a Capital Market Partner accredited by DBAG. The Capital Markets Partner must be a German bank, a German financial services provider, an EEA-domiciled enterprise operating in Germany on the basis of a so-called "European passport" or a German branch of a foreign bank domiciled outside the EEA, which has been duly licensed in Germany.

For EEA companies, the prospectus is approved by the home state authority. It is possible to avoid the prospectus requirement in the Scale segment by a private placement with institutional investors or to aim for an inclusion in trading without any public offering of securities. However, in this case, a "mini prospectus" in the form of an "inclusion document" must be prepared and published on the DBAG website.

For an application for inclusion on the Scale segment, the following additional documents must be submitted:

• Evidence that an ISIN (International Securities Identification Number) has been assigned to the securities.
• Evidence that the securities are freely tradable.
• Evidence that transactions in the securities will be properly settled.
• Evidence that trading has not been prohibited by any governmental authority.
• If no prospectus is required (because no offering takes place concurrently), an "inclusion document", co-signed by the Capital Market Partner who accompanies the listing.
• Alternatively, an approved prospectus and all supplements to the prospectus, if any. In this case, the submission must also include:
  • A certificate of approval of the prospectus by the competent authority.
  • Evidence of the publication of the prospectus.
• Research report by a research provider selected by DBAG.
• Statement by the issuer regarding a sufficient free float.
• Appointment of at least two representatives of the issuer as contact persons for follow up on post-listing obligations.
• A current excerpt from the commercial register (not older than four weeks).
• A copy of the current articles of association / by-laws.
• Audited consolidated financial statements, including the consolidated company report for the last completed fiscal year prior to the date of application (IFRS or equivalent). Standalone financials are sufficient for an issuer that does not have subsidiaries. An auditor certificate in German or English must be included.
• Half-yearly financial statements if the application occurs more than 10 months after the end of the last fiscal year and condensed consolidated financial statements and interim group management report for the first six months of the current fiscal year.
• A short company profile that must be published on the website of the issuer.
• A corporate calendar which sets forth all important corporate events (such as the date of the annual general meeting).
• In the case of non-German issuers, a written power of attorney granted to the accompanying Capital Market Partner for service of legal declarations and deliveries by DBAG.
• A compliance advisory agreement with a "Deutsche Börse Capital Market Partner" (see above).
• Confirmation by the Capital Market Partner that:
  • The issuer has been duly incorporated in accordance with the law applicable to the issuer and is an existing company.
  • The securities to be included have been issued in accordance with the law applicable to the issuer and comply with the provisions applicable to the securities.
  • The issuer conducts an operative business.
  • The issuer meets at least three of the five KPIs.
  • The issuer has made arrangements with regard to:
    • An internal risk management for the identification, analysis and control of entrepreneurial risks.
    • An internal system for compliance with its publication and notification obligations.
    • Internal compliance provisions which ensure the compliance of the issuer's action with applicable law.
    • The support of shareholders, investors and analysts.
  • The Executive Board and the Supervisory Board of the issuer have sufficient expertise or experience in connection with the exercise of their respective tasks. This statement must be based on personal interviews with all board members, a review of their CVs and research of publicly accessible information on them.

Secondary listings

There is no difference between an application for a primary listing and a secondary listing. Please refer to section 2 above for a description of a simplified inclusion in secondary trading (as opposed to a true listing) on the FSE.

Prospectus requirements

The prospectus requirements are contained in the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC), as amended.

Details of the structure of a prospectus and its exact content can be found in Commission Delegated Regulation (EU) No. 2019/980, as amended.

In particular, the prospectus must include disclosure relating to the following topics:

• Details of the persons responsible for the prospectus.
• Details of the statutory auditors.
• Risk factors relating to the company and its industry.
• General information about the company.
• A business overview, covering the company's operations, principal activities, significant new products and services and principal markets, important developments, its strategy and objectives, the dependency on intellectual property, and its investments.
• Organizational structure.
• A description in narrative form of the company's financial condition, changes in financial condition and results of the operations for the periods covered by the financial statements and any significant factors affecting its operating results (Operating and financial review).
• Capital resources.
• Regulatory environment.
• Trend information.
• Details of the company's management and supervisory bodies.
• Management remuneration and benefits.
• Board practices.
• Number of employees and their share options.
• Major shareholders.
• Recent related party transactions.
• Dividend policy.
• Legal and arbitration proceedings.
• Details of the company's share capital, objects, articles of association or charter, rights attaching to shares, procedure for conducting general meetings of shareholders and other related information.
• A summary of material contracts.
• In addition, information on the securities must be given that includes:
  • A statement that the issuer has sufficient working capital.
  • A statement on the issuer's capitalization and indebtedness.
  • A description of any interest including a material conflict of interest of the persons
    involved in the offering.
  • Reasons for the offer and use of proceeds.
  • Information concerning the securities to be offered/admitted to trading.
  • Terms and conditions of the offer.
  • Admission to trading and dealing arrangements.
  • Information on any selling securities holder.
  • A statement on dilution.

The prospectus must also contain historical financial information, in the form of consolidated financial statements for at least the last three completed fiscal years. If the balance sheet date of the last annual financial statements is older than nine months, interim financial statements must be provided. The last balance sheet date of the annual financial statements must not be older than 18 months (if the prospectus contains audited interim financial statements) or 16 months (in the case of unaudited interim financial statements). At any rate, the latest semi-annual or quarterly financial statements must be included in the prospectus if they have been published by the company.

In addition to consolidated financial statements, according to the practice of the BaFin, the company's standalone financial statements for the last fiscal year must be included in the prospectus because such financial statements show the company's distributable profits.

If there has been a recent significant change in the company's position, such as a significant acquisition or merger, it is necessary to include pro forma financial information to reflect how the transaction would have affected its assets and liabilities and earnings if it had occurred at the beginning of the period covered by the report. Also, in the case of a complex financial history (such as mergers with other companies or other major transactions), additional historical financial information for the company or companies that was/were merged into or acquired by the issuer may have to be provided, in order to give a complete picture of the consolidated company's financial history over the last three years.

For a company incorporated in an EEA member state, the accounts must generally be prepared under IFRS. For a company incorporated outside the EEA, the accounts should be prepared either under IFRS or under US or Japanese GAAP (or any other local GAAP which have been deemed equivalent to IFRS by the European Commission).

In all cases, audited financial statements must be provided together with the auditor certificates.

Any prospectus must contain a prospectus summary and the format of the summary has changed substantially under the Prospectus Regulation. Most importantly, its maximum length was shortened to seven pages, and the maximum number of risk factors was limited to 15. Overall, the intent is to make the summary more reader-friendly, also by using a "questions and answers" format.

The prospectus must be approved by the BaFin or in case of issuers from another EEA member state, the competent authority in their home member state. The review period is a maximum of 20 trading days, (10 days for first-time issuers); however, each re-filing technically triggers a new 10-day review period. In the past, a filing timetable could be agreed with the BaFin beforehand that does not exhaust these maximum periods. However, under the new regime, this becomes increasingly more difficult. It usually takes four to eight weeks from the initial filing until the date of prospectus approval.

The listing process with the FSE is much quicker than the prospectus approval process and may take less than two weeks. However, listing cannot occur until the shares to be listed have been validly issued and the prospectus has been approved.

The Prospectus Regulation, which entered into force on 21 July 2019, also creates a new simplified prospectus format (EU growth prospectus) with a significantly reduced set of information required. In this case, the prospectus summary will also be simplified and historical financial information must be provided only for a period of two years.

The EU growth prospectus format is available for small and medium-sized companies (SMEs), companies other than SMEs whose securities are traded or to be traded on an SME growth market with an average market capitalization of less than €500 million (approximately US$552.50 million) and offers by other issuers with a total consideration not exceeding €20 million (approximately US$22.10 million) over a period of 12 months if the securities are not traded on a multilateral trading facility and the issuer has not more than 499 employees. SMEs are defined as companies that meet at least two out of the three following criteria according to their last annual accounts:

• Less than 250 employees on average.
• Balance sheet total not exceeding €43 million (approximately US$47.52 million).
• Annual turnover not exceeding €50 million (approximately US$55.25 million).

A similar simplified prospectus regime is also available for "secondary" issuances, which is a misleading term, as it does not refer to secondary offerings by shareholders, but to offerings by companies of securities, which have been admitted to trading on a Regulated Market for at least 18 months.

Typical process and timetable for a listing of a foreign company on the FSE

 Link to Timetable

There are no major variations in the documentation required for an offering of shares of a foreign company, compared to a domestic company.