A practical comparison between obtaining your own investment firm license and operating as a tied agent under a Haftungsdach with a BaFin-supervised investment firm.
An own investment firm license means your firm is directly supervised by BaFin, holds regulatory capital, runs a full compliance and governance stack, and can passport MiFID II services in its own name. A tied agent (vertraglich gebundener Vermittler) provides defined investment services on behalf of and under the liability of a licensed firm (Haftungsdach), without a separate license; European reach follows the appointing firm’s passport. substnz Capital Partners GmbH is a BaFin-supervised investment firm (registry 157452), MiFID II passported to 18 EEA markets.
Firms that market securities, advise professional investors, or place alternative investments in Germany and the EEA typically choose between building their own licensed entity or partnering with an existing investment firm as tied agents under a Haftungsdach (liability umbrella). Both paths are used by serious market participants; the right choice depends on scale, strategy, balance sheet appetite, and how fast you need to be live.
Your own license offers maximum autonomy and direct regulatory standing, but it comes with higher capital, staffing, and ongoing compliance obligations. The tied agent model concentrates licensing and prudential infrastructure at the appointing firm while you focus on distribution, subject to contractual scope and firm-level supervision.
This page compares the two models side by side. It is general information, not legal advice; specific structures should be validated with counsel and your supervisory contacts.
You set governance, product scope, and third-party arrangements within your license permissions. There is no appointing firm in the middle for permitted activities.
Once authorized, your firm passports its own services. Clients and partners contract with your licensed entity across EEA branches or services.
Regulatory capital and internal capital adequacy sit on your balance sheet. Your public disclosures and BaFin relationship attach directly to your brand.
Registration and onboarding under an established investment firm can be materially quicker than building a greenfield investment firm authorization.
Core licensing, much of the compliance stack, and prudential oversight are anchored at the Haftungsdach firm; you operate within the agreed service perimeter.
Cross-border marketing often piggybacks on the appointing firm’s MiFID II passport. substnz, for example, is passported to 18 EEA markets as a BaFin-supervised investment firm.
| Own Investment Firm License | Tied Agent (Haftungsdach) | |
|---|---|---|
| Regulatory status | Your firm is the licensed investment firm and BaFin counterparty for permitted services. | You are registered as a tied agent; the investment firm is the licensed entity and supervisory counterparty. |
| Capital requirements | You must meet initial and ongoing regulatory capital, ICAAP/ILAAP-style processes, and reporting. | Prudential capital sits primarily with the appointing firm; you fund operations, not the license stack. |
| Time to market | Greenfield authorization is typically measured in many months or longer, depending on completeness and complexity. | Structured tied-agent onboarding with an experienced Haftungsdach provider is usually much faster than a new license. |
| Compliance burden | You build and run the full compliance, risk, AML, and governance framework for the licensed entity. | Firm-level policies and monitoring apply; you implement controls within the appointing firm’s framework. |
| European reach | EEA access follows your own MiFID II passport once granted and maintained. | EEA access is delivered through the appointing firm’s passport and cross-border setup (e.g. 18 markets where substnz is passported). |
| Cost structure | Higher fixed cost: authorization, systems, specialists, audits, and capital carry regardless of revenue ramp. | More variable economics: you trade a fee for infrastructure instead of carrying the full license cost base. |
| Independence | Maximum commercial and organizational independence within license conditions. | You work inside a contractual mandate; scope, branding, and activities are aligned with the appointing firm. |
| Liability | Your entity bears regulatory and client-facing responsibility for permitted services. | Investment services are provided under the firm’s responsibility and liability umbrella (Haftungsdach). |
| Scalability | Scaling requires scaling your licensed entity—headcount, systems, and capital in step with growth. | Scaling distribution can be faster because core infrastructure and passporting are shared at firm level. |
Teams that want regulated reach for placement, advisory, or brokerage in alternatives without standing up a full investment firm often prefer the tied agent model. It is especially common for focused distribution boutiques, placement agents, and asset-raising specialists who need credible supervision and passporting but do not want to carry a balance-sheet-heavy license.
If your priority is speed, predictable operating cost, and leveraging an existing BaFin-supervised infrastructure—for example that of substnz Capital Partners GmbH (BaFin-ID 157452), MiFID II passported across 18 EEA countries—a Haftungsdach arrangement is worth serious consideration.
If you plan to run a broad multi-product platform, custody-like flows outside a tied scope, or a business model that fundamentally requires your balance sheet and brand as the licensed hub, pursuing your own investment firm authorization is often more coherent.
Likewise, if investors or regulators expect your firm itself to be the direct licensed counterparty for most services, or if you are already scaled with compliance and capital in place, owning the license can be the lower-friction long-term path.
No. Tied agents are registered and supervised through the appointing investment firm and must meet conduct, fit-and-proper, and operational requirements. The difference is where the license and prudential stack sit, not whether rules apply.
European market access is achieved through the appointing firm’s MiFID II passport and the agreed service model, not a separate passport in the agent’s own name.
Own license: higher fixed and capital costs, more control. Tied agent: lower license infrastructure burden and faster go-live, in exchange for operating within a contractual mandate and firm-level policies.
Many firms evolve over time. Commercial contracts, client migration, and supervisory planning need a structured transition; both paths can coexist in a group architecture during a change window.
substnz Capital Partners GmbH operates as a BaFin-supervised investment firm and provides the Haftungsdach / tied agent model. It does not replace legal, tax, or licensing advice for your specific case.
Map your product scope, target countries, investor types, timeline, and cost tolerance. Then compare a realistic own-license project plan with a tied-agent onboarding plan from an experienced Haftungsdach partner.
Tell us about your distribution plans, jurisdictions, and timeline. We can walk through how a Haftungsdach with substnz compares to building your own investment firm stack—without obligation.