Offering Memorandum Template for Germany

An Offering Memorandum is a detailed investment proposal document that private companies use when seeking capital from qualified investors in Germany. It outlines key business information, financial data, and risk factors about the investment opportunity, following BaFin (Federal Financial Supervisory Authority) guidelines.

Unlike public prospectuses, these documents give companies more flexibility in their private placement efforts while still meeting German securities regulations. They typically include management profiles, market analysis, financial projections, and specific terms of the investment offer. For startups and mid-sized firms, it's a crucial tool for raising funds without going through the more rigorous public offering process.

Companies need an Offering Memorandum when raising private capital from sophisticated investors in Germany without going public. This document becomes essential for funding rounds above €100,000, especially when approaching institutional investors, venture capital firms, or qualified individual investors under BaFin regulations.

Private companies commonly use it during growth phases, mergers, or when expanding into new markets. The detailed disclosures protect both the company and investors, making it valuable for complex transactions like real estate developments, technology startups seeking Series A funding, or established firms launching new business units. It's particularly important when dealing with international investors who require comprehensive documentation.

• Private Offering Memorandum: Standard format for private companies seeking general investment, with comprehensive business details and financials
• Investment Memorandum Private Equity: Specialized version for PE transactions, focusing on acquisition terms and growth strategies
• Confidential Investment Memorandum: Enhanced privacy protection version with strict NDA requirements, common in sensitive industries
• Confidential Private Placement Memorandum: Detailed version for specific security offerings under BaFin regulations
• Fund Offering Memorandum: Specialized format for investment funds, including detailed fee structures and investment strategies

• Private Companies: Issue the Offering Memorandum when seeking capital, responsible for accuracy of all disclosures and financial projections
• Legal Counsel: Draft and review the document to ensure BaFin compliance and protect company interests
• Investment Banks: Often coordinate the offering process and help structure the memorandum for maximum investor appeal
• Qualified Investors: Primary recipients who must meet specific wealth or sophistication criteria under German law
• Financial Advisors: Help evaluate and explain the offering terms to potential investors
• Corporate Officers: Sign off on memorandum content and assume legal responsibility for its accuracy

• Company Profile: Gather detailed business description, history, organizational structure, and management team bios
• Financial Documentation: Compile audited statements, cash flow projections, and detailed capital structure
• Market Analysis: Prepare comprehensive industry overview, competitive positioning, and growth opportunities
• Risk Factors: Document all business, market, and regulatory risks per BaFin requirements
• Investment Terms: Define offering size, share price, investor rights, and exit strategies
• Legal Review: Our platform generates compliant documents, but verify specific terms match your business needs
• Due Diligence Files: Organize supporting documents for investor verification

• Executive Summary: Clear overview of investment opportunity and key terms per BaFin guidelines
• Risk Disclosures: Comprehensive list of business, market, and regulatory risks facing the company
• Financial Information: Audited statements, projections, and capital structure details
• Investment Terms: Detailed offering structure, pricing, and investor rights
• Management Details: Profiles of key executives and board members
• Legal Framework: Applicable German securities laws and regulatory compliance statements
• Use of Proceeds: Specific allocation of raised funds
• Subscription Agreement: Terms for participating in the offering
• Privacy Notice: GDPR-compliant data handling procedures

An Offering Memorandum differs significantly from a Memorandum of Association in both purpose and legal implications under German law. While both are foundational business documents, they serve distinct functions in different phases of a company's lifecycle.

• Primary Purpose: Offering Memorandums detail investment opportunities for potential investors, while Memorandums of Association establish a company's basic constitution and structure
• Timing of Use: Offering Memorandums come into play during fundraising rounds; Memorandums of Association are required at company formation
• Legal Requirements: Offering Memorandums follow BaFin private placement rules; Memorandums of Association must comply with German corporate law (GmbH-Gesetz)
• Content Focus: Offering Memorandums emphasize financial projections and investment terms; Memorandums of Association outline governance structure and shareholder rights
• Target Audience: Offering Memorandums target potential investors; Memorandums of Association serve as reference for shareholders and regulators