BaFin Sees Indications of a Public Offering Without a Sales Prospectus
On 19 October 2026, the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin, Federal Financial Supervisory Authority) announced that it had indications that Greenchild LLC was publicly offering a capital investment in Germany. According to the authority’s notice, the company states that its registered office is in Ferizaj, Kosovo.
The offering is said to concern investments in the cultivation and commercial exploitation of Paulownia trees. According to BaFin, contrary to § 6 Vermögensanlagengesetz (VermAnlG, German Capital Investment Act), no sales prospectus has been published for this purpose. The authority has also made its notice concerning Greenchild LLC available in English on its consumer information website.
Scope of the Investment Model Offered
Under Greenchild’s investment agreement, the purchase price covers the selected Kiri trees, including their planting and irrigation. In addition, the agreement covers the lease of the agricultural land and the ongoing care of the trees on the plantation.
BaFin’s notice does not contain a definitive finding of a breach of the law. It is expressly limited to indications of a public offering without the sales prospectus required under § 6 VermAnlG.
Requirements for Public Offers of Capital Investments
As a general rule, capital investments may be publicly offered in Germany only if a sales prospectus previously approved by BaFin has been published. The authority’s prospectus review is limited in scope.
As part of the approval procedure, BaFin verifies in particular that:
- The sales prospectus contains the minimum information required by law.
- The information provided is presented in a comprehensible manner.
- The content of the prospectus is coherent and therefore free of contradictions.
Approval Does Not Confirm the Accuracy of the Content
When approving a prospectus, BaFin does not verify whether the information contained in the sales prospectus is substantively correct. Nor does it assess the issuer’s reliability or the investment product being offered.
Issuers must expressly state these limitations of the authority’s review in their sales prospectuses. The issuers are liable for the accuracy of the information contained therein.
Whether a sales prospectus approved by BaFin has been filed for a particular public offering can be determined by consulting the authority’s “Hinterlegte Prospekte” database of filed prospectuses.
Further BaFin Notice Concerning Paulownia Offerings
Independently of the notice concerning Greenchild LLC, BaFin has issued a warning in another case involving Paulownia trees regarding fixed-term deposit offerings by Landschaftsliebe GmbH. The authority suspects that the company is conducting banking business through these offerings without the required authorisation.
This warning concerns a separate matter. No conclusions regarding Greenchild LLC’s offering can be drawn from it.
BaFin Acts in the Public Interest
BaFin performs its duties and exercises its powers pursuant to § 4 Absatz 4 Finanzdienstleistungsaufsichtsgesetz (FinDAG, German Financial Services Supervision Act) exclusively in the public interest. Due to its statutory duty of confidentiality, the authority may not inform third parties about the progress or outcome of administrative proceedings.
BaFin notes that its whistleblower office accepts specific information concerning the providers named above. This may include, in particular, contractual documents, email addresses, telephone and fax numbers of contacts, and bank account details of the respective provider.
Capital Markets Law Assessment on a Case-by-Case Basis
The regulatory classification of investment offerings and the implications of a missing sales prospectus depend on the specific contractual terms and conditions of the offering. Companies, investors and high-net-worth individuals with related questions can contact MTR Legal and obtain individual legal advice on capital markets law.
