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I. Introduction
With the entry into force of the Act to Strengthen the Financial Center (StoFöG) on February 10, 2026, key provisions of the German Securities Trading Act (WpHG) were fundamentally amended. Of particular note are the prohibition of PFOF (Protection Against Unfair Financial Conduct) with penalty clauses (§ 82 para. 8 WpHG in conjunction with Art. 39a MiFIR), the expanded intervention powers of the Federal Financial Supervisory Authority (BaFin), including the possibility of professional disqualifications (§ 6 para. 8, § 87 para. 6 WpHG nF), new data quality requirements (§ 72 WpHG in conjunction with Art. 22b MiFIR), and the elimination of the national third-country regime (§§ 102–105 WpHG repealed; now MiFIR Title VIII). These amendments are complemented by adjusted penalty provisions (§ 120 WpHG nF) and new audit and reporting obligations (§§ 32, 89 WpHG nF). The following catalog of measures systematically operationalizes these normative requirements and prioritizes them according to risk intensity.

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II. Implementation deadlines

With the entry into force of the Act on the Promotion of Financial Markets (StoFöG) on February 10, 2026, the German Securities Trading Act (WpHG) will undergo a fundamental reform to strengthen the financial center and align it with the MiFIR regime. For compliance, this means a complex transition phase with immediate prohibitions and staggered transition periods.

Particularly critical are the PFOF ban (§ 82 para. 8), which has been in effect since February 10, 2026, and the new professional bans of up to two years (§ 6 para. 8). While national third-country regimes were immediately abolished, the simultaneous elimination of best execution reports (RTS 27/28) provides administrative relief for institutions. Operationally, the new €200 million audit threshold (§ 32) only applies to financial years beginning after the cut-off date, meaning that audits for 2025/26 will still be conducted under the old regulations. Nevertheless, starting with the 2026 audit cycle , the new audit questionnaires (§ 89 para. 2) must be submitted on an ongoing basis, even if a full report is not prepared.

Key implementation deadlines of the 2026 amendment to the German Securities Trading Act (WpHG)

• Immediateban on PFOF (§ 82 para. 8): Since 10 February 2026, the acceptance of payments for order forwarding ( Payment for Order Flow ) is prohibited; existing broker models had to be adapted immediately.
• Stricter sanctions& professional bans (§ 6 para. 8): Since its entry into force, BaFin can exclude employees from service for up to two years in case of violations, which requires an immediate adjustment of HR compliance and incident management.
• Abolitionof Best Execution Reports (§ 82 para. 9–12): The obligation to prepare and publish the RTS 27/28 reports has been abolished without replacement as of 10 February 2026.
• Endof the national third-country regime (§§ 102–105): Exemptions for institutions from third countries (e.g. UK) have ceased to apply immediately; only the EU regime under MiFIR now applies.
• New audit thresholdfrom financial year 2027 (§ 32): The new cumulative threshold of €200 million will only apply to financial years beginning after 10 February 2026 (audits for 2025/26 will still be carried out according to the old law).
• Ongoing submissionof examination questionnaires (§ 89 para. 2): From the 2026 examination cycle onwards, the questionnaire must also be submitted if no full examination report is prepared.

III. Requirements Specification 2026: Compliance, Money Laundering and Management

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The changes shift the focus from purely formal documentation to material effectiveness and individual responsibility .

1. Board membersand managing directors

The management bears ultimate responsibility for the proper organization of the business (§ 80 WpHG).

• Implementation of the PFOF ban:Ensuring that the business model no longer contains prohibited rebates for order flow (Payment for Order Flow) (Section 82 Paragraph 8).
• Resource guarantee:Commitment to equip compliance and anti-money laundering functions with sufficient personnel and technology to meet the new data quality requirements (Art. 22b MiFIR).
• Monitoring of the third-country strategy:Following the repeal of Sections 102–105 of the German Securities Trading Act (WpHG), the management must re-legitimize the legal basis for business with partners outside the EU (e.g., the UK).
• Fit & Proper Focus:Ensuring the expertise of the company and its employees. Caution: In cases of systemic violations, board members now face a personal professional ban of up to two years (§ 6 para. 8 nF).

2. Compliance Officer (WpHG-Compliance)

The focus is shifting significantly towards data governance and behavioral monitoring.

• Monitoring of best execution:Even if the RTS 27/28 reports are no longer required, the compliance officer must provide complete evidence of material best execution (TCA analyses, review of execution quality).
• Adjustment of remuneration policies:Review of all benefit systems for compliance with the new PFOF ban.
• Data Governance:Monitoring of the new data quality standards for reports to the Consolidated Tape (CTP) and BaFin (§ 22 nF).
• Incident Management:Establishing a process for reporting violations in order to minimize the risk of BaFin bans on employees (§ 87 para. 6).

3. Anti-Money Laundering Officer (AML)

Although the German Securities Trading Act (WpHG) primarily contains securities rules, the references to DORA and digital data tighten the AML obligations.

• Risk analysis 4.0:Integration of crypto-assets and new digital transfer methods into the annual risk analysis (taking into account the MiFIR amendment).
• DORA compliance:Ensuring that IT systems for money laundering prevention meet the requirements for digital operational resilience (§ 120e).
• Verification of third-country partners:Since the national WpHG regime for third countries has been abolished, KYC processes for partners in these jurisdictions often need to be raised to the stricter EU equivalence level.IV. Catalogue of measures for the implementation of the 2026 amendment to the German Securities Trading Act (WpHG).

Status: Internal control document

Legal basis: WpHG nF, MiFIR, MAR, BMR

I. Compliance Officer (WpHG-Compliance)

Immediate measures (until the end of Q1 2026)

1. Conducting a full PFOF audit of all inducement, remuneration and order routing models in accordance with Section 82 Paragraph 8 of the German Securities Trading Act (WpHG) in conjunction with Article 39a of MiFIR, taking into account the administrative offense provision pursuant to Section 120 Paragraph 9 of the German Securities Trading Act (WpHG).

• 2. Revision of the Best Execution Policy pursuant to Section 82 of the German Securities Trading Act (WpHG), removing the discontinued RTS 27/28 references and ensuring compliance with the substantive requirements of Article 27 of MiFID II, including the RTS pursuant to Article 27(10).
• 3. Adaptation of the incident management process taking into account the extended intervention powers of BaFin pursuant to Section 6 Paragraph 8 and Section 87 Paragraph 6 of the German Securities Trading Act (WpHG) (professional bans of up to two years).
• 4. Training of all relevant persons on personal liability and operational risks in accordance with Sections 6 and 87 of the German Securities Trading Act (WpHG), as well as documentation of participation.

Short-term measures (until Q2 2026)

1. Implementation of a data governance framework in accordance with Section 72 of the German Securities Trading Act (WpHG) in conjunction with Articles 21a and 22b of MiFIR, including validation rules, error logs and data lineage documentation.

• 2. Review of all third-country business relationships following the amendment of Section 91 of the German Securities Trading Act (WpHG) and the repeal of Sections 102–105 of the WpHG; conversion to MiFIR Title VIII.
• 3. Establishment of a binding process for the timely submission of the questionnaire pursuant to Section 89 Paragraph 2 of the German Securities Trading Act (WpHG), even without an audit report.
• 4. Review of the SI classification according to § 2 WpHG nF and adaptation of internal threshold and documentation systems.

II. Money Laundering Officer (AML)

Immediate measures

• Update of the institution-wide risk analysis taking into account changed market structures (SI definition § 2 WpHG nF) and increased data requirements according to §§ 22, 72 WpHG.
• Reassessment of all third-country partners and intermediaries in light of the repealed national regime (§§ 102–105 WpHG) and application of the EU equivalence framework (MiFIR Title VIII).
• Coordination with IT and compliance to ensure robust data quality in order to reliably identify money laundering-relevant transaction patterns.

Short-term measures

• Integration of the requirements for digital operational resilience in the context of the references in § 120e WpHG (DORA reference) into the AML control environment.
• Increased monitoring of potential market manipulation and insider indicators in conjunction with MAR obligations.
• Documented agreement with compliance regarding the use of enhanced MiFIR transaction data for money laundering prevention.

III. Board of Directors / Management

• Normative framework: Overall responsibility for proper business organization in accordance with Section 80 of the German Securities Trading Act (WpHG).

Immediate measures

1. Strategic review of the business model with regard to the PFOF ban (Section 82 Paragraph 8 WpHG in conjunction with Article 39a MiFIR) including adjustment of the revenue and fee structure.

• 2. Decision on the continuation, restructuring or termination of third-country business models following the new regulation of Section 91 of the German Securities Trading Act (WpHG).
• 3. Ensuring sufficient human and technical resources for compliance and data quality requirements in accordance with Section 72 of the German Securities Trading Act (WpHG).
• 4. Implementation of a documented accountability framework to minimize personal liability risks pursuant to Section 6 Paragraph 8 of the German Securities Trading Act (WpHG).

Medium-term measures (until fiscal year 2027)

1. Conducting a threshold analysis in accordance with Section 32 in conjunction with Section 130a WpHG (€200 million cumulative) and coordinating the audit strategy with the auditor.

• 2. Ensuring the archiving and retention of relevant documents in accordance with Section 141 of the German Securities Trading Act (WpHG) until December 31, 2031.
• 3. Regular review of governance structures with regard to personal suitability and organizational obligations pursuant to Sections 6, 80, 87 of the German Securities Trading Act (WpHG).

Sources:

Bundestag

https://dserver.bundestag.de/btd/21/033/2103343.pdf

https://www.recht.bund.de/bgbl/1/2026/33/VO