VOO insolvent, BondEXone live: A dangerous new start?
While key companies in the VOO network are insolvent, the successor project ‘Vision One’ is presenting itself as an innovative cooperative with global ambitions.
However, the launch of the BondEXone bond marketplace gives the impression that a highly regulated financial instrument is potentially being shifted into a regulatory grey area under the guise of cooperative structures, with potentially significant risks for investors.
Insolvency at VOO – not an issue at Vision One
Just a few days before the announced launch of BondEXone, two key companies from the former VOO system, VOO Aviation Service GmbH and VOO Flights GmbH, were officially declared insolvent. For investors, former sales partners and customers, this marks a significant turning point.
However, Vision One’s communications do not address these developments. Instead, there is only talk of a ‘reorganisation,’ a term that relativises the legal implications of the insolvencies. At the same time, attention is being focused on new projects: copper tokens (‘Copper One’), internal payment systems (‘Nomo Pay’) and now BondEXone, a supposedly revolutionary marketplace for digital bonds.
BondEXone: The cooperative structure is not a free pass
According to the operators, BondEXone is intended to enable companies to issue bonds via a cooperative platform without a capital market prospectus, without legal support and without official approval. The legal basis is said to be the restriction to an internal cooperative environment.
However, this interpretation is highly dubious from a legal perspective. The unanimous assessment of several capital market experts and specialist lawyers consulted is as follows:
The legal form of a cooperative (eG) does not exempt it from the legal requirements of capital market law as soon as an offer is publicly advertised or brokered – even if the actual distribution is formally restricted to members.
Relevant criteria for assessment by supervisory authorities include:
- Advertising via publicly accessible channels (social media, webinars, referral marketing)
- The type of approach (broad, without individual review)
- The absence of an approved sales prospectus in accordance with the EU Prospectus Regulation.
In such cases, the prospectus requirement, notification requirements to the FMA or BaFin, and other disclosure requirements apply immediately.
Precedents from Austria and Germany
The argument that this is a purely internal offer has already been clearly rejected by supervisory authorities on several occasions:
- Austria – Sparverein 12/13 (FMA 2022):
- The FMA found that the association was publicly offering shares, even though distribution was supposedly only to members. The activity was prohibited and fines were imposed.
- Germany – CO.NET Verbrauchergenossenschaft eG (BaFin 2020):
- BaFin prohibited the public offering of cooperative shares without an approved prospectus, even though the cooperative referred to its internal structures.
- Germany – AMAGVIK Int. AG / Gallus Immobilien (BaFin 2025):
- The authority warned against the placement of participation certificates without a prospectus, even though reference was made to non-public marketing in this case as well.
The message is clear: cooperatives or associations must not be misused as a legal framework for circumventing regulations on regulated capital market products.
Conclusion: A high-risk product in the wrong framework
What Vision One presents as a ‘jointly financed innovation’ is, in its current form, a financial instrument that is potentially subject to prospectus requirements and is to be introduced to the market under a structurally questionable construct. The risks for investors are considerable:
- No regulatory control
- No deposit protection or compensation mechanisms
- No legally guaranteed investor protection
In conjunction with the insolvency of two VOO companies, the isolation of internal communication (no call recordings) and the revival of old sales structures, a picture emerges that is a far cry from the claim of a transparent and sustainable platform.
BondEXone is a prime example of a model that focuses more on sales effects and legal grey areas than on proven substance. The key question is therefore: Who protects investors when structures deliberately operate outside regulated frameworks?
Editorial note:
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Note: This article is intended solely for information, journalistic analysis and independent opinion-forming within the meaning of Article 5 of the German Basic Law and Section 51 of the German Copyright Act (UrhG) (right to quote). All information is based on publicly available sources, official communications and careful editorial research. Despite the utmost care, we cannot guarantee the accuracy, completeness or timeliness of the information contained herein.
Companies, individuals or projects are mentioned on the basis of verifiable research and clearly identified expressions of opinion. This publication is protected by the constitutionally guaranteed freedom of the press. Contributing sources are subject to editorial source protection in accordance with journalistic standards.
Sources:
· KSV1870 insolvency notice, ksv.at – VOO Aviation Service GmbH
· BaFin – Prohibition CO.NET eG
· FMA Austria – Public warning 2022 (press archive)
· BaFin – Warning Gallus Immobilien, July 2025
· The image material used comes from internal communications and is used exclusively for journalistic analysis in accordance with Section 51 of the German Copyright Act (UrhG) (right to quote) and Article 5 of the German Basic Law (GG) (freedom of the press).
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