This chapter explains the process of issuing securities on the ecrop platform, covering both technical prerequisites and legal/regulatory considerations. It outlines the necessary steps and API interactions involved in creating and managing assets and their corresponding tokenized representations.

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Prerequisites for Security Issuance

Before initiating the security issuance process, ensure you fulfill the following prerequisites:

1

Emitter KYC/AML Approval

The entity emitting the security (the issuer) must be KYC/AML approved by ecrop. The issuer can be your organization (the ecrop client) or one of your customers. Refer to [Onboarding and Account Setup] for details on the KYC/AML process. The issuer’s approved party entity (natural or legal) is a prerequisite for creating an asset and subsequently issuing a security.

2

Legal and Regulatory Prerequisites (outside of ecrop Platform)

Several legal and regulatory requirements must be met before issuing and offering crypto securities to investors. These requirements vary based on factors such as:

  • Security Type: The type of security being issued (e.g., debt, equity, fund share).
  • Emission Size: The total value of the security issuance.
  • Offer Type: Whether the offer is public or private.
  • Target Investors: Whether the offering targets private or institutional investors.

Key considerations include:

  • Securities Prospectus: A prospectus outlining the details of the offering is typically required and must be made publicly available. As a regulated crypto register (Kryptowertpapierregisterführer), ecrop is obligated to publish this prospectus. You must contact ecrop and provide the prospectus before the emission starts.
  • Brokerage License (Wertpapiervermittlung): Depending on the offering structure, a brokerage license might be required. ecrop does not hold this license directly but partners with Effecta GmbH, who can act as a liability roof (Haftungsdach) if needed. Contact ecrop for further guidance.
  • Signature Page (Zeichnungsschein): An investor must sign (virtually) a signature page to purchase tokens. This document must be provided to investors and managed as part of the investment process.
  • Legal Counsel: ecrop cannot provide legal advice. However, we can refer you to trusted legal partners who can assist with creating the necessary documentation based on your specific requirements.
  • BaFin Approval (in certain cases): Some security emissions require BaFin approval of the securities prospectus before the offering can be made publicly.
3

Contractual Prerequisites

Ensure you have the following contracts in place:

  • Payment Provider Agreement: A contract with a payment provider is required to facilitate investments. This is necessary even if using ecrop’s Secupay integration, as funds flow directly from the investor to the issuer (with Secupay as escrow provider in between). You will need to provide the Secupay contract ID during campaign creation (via /assets) if using Secupay.
  • Crypto Register Agreement: A contract with ecrop as the crypto register is required for using the platform.
  • Liability Roof Agreement (if applicable): If you do not have your own brokerage license (Werpapiervermittlung), a contract with a liability roof (e.g. Effecta GmbH) is required.

Exact requirements may vary based on your individual situtaion. Make sure to get legal counsel to ensure you meet all regulatory requirements before conducting an emission.

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Security Creation and Tokenization

After fulfilling the prerequisites, you can begin the technical process of security issuance, which can be accomplished with just a single call to the /asset Endpoint. This call creates the asset, triggers the internal tokenization process and creates a campaign which can be used for the initial emission (e.g. via the ecrop crowdfunding application).

Party RelationshipAsset