Signed into law on: 11 January 2024
In force since: 16 January 2024

¹This Regulation serves to further implement Article 4(3) and (5) of Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the prudential supervision of investment firms and amending Directives 2002/87/EC, 2009/65/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU and 2014/65/EU (OJ L 314, 5 December 2019, p. 64; L 405, 2 December 2020, p. 84; L 214, 17 June 2021, p. 74) and Articles 11, 12, and 13 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173, 12 June 2014, p. 349; L 74, 18 March 2015, p. 38; L 188, 13 July 2016, p. 28; L 273, 8 October 2016, p. 35; L 64, 10 March 2017, p. 116; L 278, 27 October 2017, p. 56), which was last amended by Regulation (EU) 2022/858 (OJ L 151, 2 June 2022, p. 1).

Preamble

On the basis of section 14 (3) sentences 1, 3 and 4 in conjunction with section 24 (1) sentence 3 of the Investment Firm Act (Wertpapierinstitutsgesetz) of 12 May 2021 (Federal Law Gazette (Bundesgesetzblatt) I p. 990) in conjunction with section 1d no. 2 of the Regulation on the Transfer of Powers to Issue Statutory Orders to the Federal Financial Supervisory Authority (Verordnung zur Übertragung von Befugnissen zum Erlass von Rechtsverordnungen auf die Bundesanstalt für Finanzdienstleistungsaufsicht), of which section 1d no. 2 was inserted by Article 1 of the Regulation of 26 June 2021 (Federal Law Gazette I p. 2027), the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), in agreement with the Deutsche Bundesbank and after consulting with the leading associations of investment firms, hereby issues the following Regulation:

Part 1 General provisions

Section 1 Target entities

A target entity within the meaning of this Regulation is the investment firm within the meaning of section 2 (1) of the Investment Firm Act in which a qualifying holding within the meaning of section 2 (23) of the Investment Firm Act is proposed to be acquired, modified or abandoned, or in which a qualifying holding within the meaning of section 2 (23) of the Investment Firm Act was unintentionally acquired, modified or abandoned.

Section 2 Notification copies, submission method and translations

(1) ¹The notifications under section 24 (1) to (3) and (5) of the Investment Firm Act and the notifications and disclosures under sections 7 and 9 to 11 of this Regulation must each be submitted in a single copy to the Federal Financial Supervisory Authority (the Supervisory Authority) and to the regional office of the Deutsche Bundesbank responsible for the investment firm in question. ²This applies mutatis mutandis to subsequently requested documents and declarations.

(2) ¹An electronic submission method must be used for notifications and documents if so required by the Supervisory Authority or the Deutsche Bundesbank. ²More detailed requirements governing the relevant electronic submission method will be published by the Supervisory Authority and the Deutsche Bundesbank on their websites.

(3) ¹Notifications, documents, disclosures and declarations may also be submitted in whole or in part in English. ²If necessary, the Supervisory Authority may at any time require the submission of a translation or, in justified cases, a certified translation or a translation prepared by a publicly appointed or sworn interpreter or translator. ³Section 23 (2) sentences 3 and 4 of the Administrative Procedure Act (Verwaltungsverfahrensgesetz) apply mutatis mutandis. ⁴If the Supervisory Authority requires a translation, only the German version will be legally binding. ⁵If the Supervisory Authority requires a translation before confirming receipt of the full notification, the notification will only be deemed to be complete within the meaning of section 24 (4) sentence 1 of the Investment Firm Act once the translation has been submitted to the Supervisory Authority and the regional office of the Deutsche Bundesbank responsible for the investment firm in question. ⁶If the Supervisory Authority requires a translation of further information under section 25 sentence 2 of the Investment Firm Act, this information will not be deemed to have been received by the Supervisory Authority until the translation has been received by the Supervisory Authority and the regional office of the Deutsche Bundesbank responsible for the investment firm in question.

Section 3 Information about the authorised recipient in Germany

¹Persons subject to the notification requirement who do not have their place of residence or habitual residence, registered office or place of management in Germany must state the name and address of an authorised recipient in Germany in the forms in accordance with section 5 (1) sentences 1 and 2 and section 9 (1) sentence 1. ²Evidence of such authorisation must be provided by submitting the corresponding original document or an officially or publicly certified copy.

Section 4 Capital shares and voting rights

(1) When calculating capital shares and voting rights under section 24 (1) to (3) of the Investment Firm Act and under Articles 10 to 12 of Commission Delegated Regulation (EU) 2017/1946 of 11 July 2017 supplementing Directives 2004/39/EC and 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for an exhaustive list of information to be included by proposed acquirers in the notification of a proposed acquisition of a qualifying holding in an investment firm (OJ L 276 of 26.10.2017, p. 32), as amended, both directly and indirectly held interests must be counted.

(2) ¹Any person who directly or indirectly controls a shareholder who holds at least 10 percent of the capital of the target entity must be attributed the capital shares of that shareholder in full. ²Section 33 (1) of the Securities Trading Act (Wertpapierhandelsgesetz) in conjunction with the Securities Trading Notification Regulation (Wertpapierhandelsanzeigeverordnung), section 34 (1) and (2), section 35 (1) to (3) of the Securities Trading Act in conjunction with the Regulation Implementing the Transparency Directive (Transparenzrichtlinie-Durchführungsverordnung), and section 36 of the Securities Trading Act apply mutatis mutandis to the calculation of voting rights under subsection (1).

(3) This does not include the voting rights or capital shares that investment firms hold in connection with underwriting business under section 2 (2) no. 2 of the Investment Firm Act, provided that these rights are not exercised or used in any other way to interfere with the issuer’s management, and that they are sold within one year of being acquired.

(4) ¹If the amount of capital shares or voting rights held is decisive according to section 24 (1) to (3) of the Investment Firm Act or Articles 10 to 12 of Delegated Regulation (EU) 2017/1946, this must be given as a percentage. ²In the case of indirectly held shares, the intermediate entities and the percentage of capital shares or voting rights they hold must also be given. ³In cases where voting rights are attributed, the persons holding the voting rights in question and the reason for the attribution of the voting rights must also be given.

Part 2 Notification of the acquisition of or increase in a qualifying holding

Section 5 Notification forms, completeness of the notification

(1) ¹The “Notification of the acquisition of or increase in a qualifying holding by a natural person” form in accordance with Annex 1 must be used for notifications of the proposed acquisition of or increase in a qualifying holding under section 24 (1) of the Investment Firm Act and the unintentional acquisition of or increase in a qualifying holding under section 24 (3) of the Investment Firm Act if the person subject to the notification requirement is a natural person. ²If the person subject to the notification requirement is not a natural person, the “Notification of acquisition of or increase in a qualifying holding by a non-natural person" form in accordance with Annex 2 must be used. ³In individual cases, the Supervisory Authority may waive the requirement to attach the checklist contained in Annexes 1 and 2. ⁴A separate form must be used for each person subject to a notification requirement. ⁵The documents required by Delegated Regulation (EU) 2017/1946 must be attached to the notification.

(2) ¹The “Information on reputation” form in accordance with Annex 3 must be used to meet the requirements under Article 4(a) and (b) and Article 5(1)(a) and (b) of Delegated Regulation (EU) 2017/1946. ²A separate form must be used for each natural person and for each undertaking. ³Statements of assurance for undertakings managed or controlled by the person subject to the notification requirement may be made in a single form accompanied by a table listing the undertakings in question, provided that the statements of assurance apply equally to all the undertakings named.

(3) ¹In the case of complex participation structures, the “Description of complex participation structures” form in accordance with Annex 4 must additionally be attached to the notification. ²Complex participation structures apply in particular in the case of investments that are held simultaneously directly and indirectly via one or more undertakings, via several chains of holdings, in cooperation with others, in the case of fiduciary relationships or in other cases of attribution of voting rights under section 4 (2) sentence 2 and (3) of this Regulation in conjunction with section 34 (1) sentence 1 nos. 2 to 8 and (2) of the Securities Trading Act.

(4) ¹Notifications are complete within the meaning of section 24 (4) sentence 1, including in conjunction with section 25 sentence 1, of the Investment Firm Act if the form under subsection (1) sentences 1 or 2 has been completed in full and all necessary annexes have been attached. ²If not all the required attachments can be included, the reasons for this must be stated and the missing attachments must be submitted subsequently without delay. ³Only upon their receipt are notifications deemed to be complete.

(5) For the purposes of section 24 (4) sentence 1 of the Investment Firm Act, a notification is deemed to have been received in full if it has been received in full by the Supervisory Authority.

Section 6 Compliance with requirements under Union law

(1) ¹To furnish evidence of the information required by Article 3(1)(a) and Article 6(a) of Delegated Regulation (EU) 2017/1946, natural persons subject to a notification requirement and persons who will effectively direct the business of the target entity following the acquisition must submit an officially or publicly certified copy of a valid photo ID that satisfies the passport and identification document requirements in Germany. ²This applies mutatis mutandis to the persons named in Article 3(2)(d) and (e) of Delegated Regulation (EU) 2017/1946.

(2) ¹To furnish evidence of the information required by Article 3(2)(a) of Delegated Regulation (EU) 2017/1946, non-natural persons subject to a notification requirement must submit an officially or publicly certified copy of the current articles of association, the current partnership agreement or an equivalent agreement. ²To furnish evidence of the information required by Article 3(2)(b) of Delegated Regulation (EU) 2017/1946, non-natural persons subject to a notification requirement must submit an officially or publicly certified copy of the formation documents or equivalent documents with probative value. ³Foreign undertakings must submit the relevant documents and an officially or publicly certified, current extract from the commercial register or a comparable public register or directory in accordance with the national statutory provisions of the country of their registered office. ⁴In individual cases, the Supervisory Authority may waive certification of the documents to be submitted.

(3) ¹The detailed curriculum vitae to be submitted in accordance with Article 3(1)(b) and (2)(d) and Article 6(c) of Delegated Regulation (EU) 2017/1946 must be signed personally and must contain the following information:

1. full name,
2. name at birth,
3. date of birth,
4. place of birth,
5. country of birth,
6. address of primary residence,
7. nationality,
8. professional qualifications, including degrees obtained,
9. continuing professional development measures and

10. professional experience, which must be presented in chronological order and should begin with the profession currently exercised, giving in each case:

    (a) the name and registered office of the undertaking for which the person works or worked,

    (b) the nature and duration of the activity, including ancillary activities, with the exception of voluntary work,

    (c) the person’s powers of representation,

    (d) their internal decision-making powers and

    (e) the areas of operations under their control.

²All dates given must be accurate to the month. ³The information must be complete, full and true. ⁴The curriculum vitae of persons who will effectively direct the business of the target entity following the acquisition must be accompanied, if available, by employment references for dependent activities performed in the last three years prior to the submission of the notification.

(4) ¹To furnish evidence of the information required by Article 4(a)(1), Article 5(1)(a)(1) and Article 6(d)(1) of Delegated Regulation (EU) 2017/1946, natural persons subject to a notification requirement, persons who effectively direct the business of the proposed acquirer, natural persons who exercise significant influence over the proposed acquirer as shareholders and persons who will effectively direct the business of the target entity following the acquisition must submit to the Supervisory Authority a certificate of good conduct for submission to an authority under section 30 (5) or section 30b of the Federal Central Criminal Register Act (Bundeszentralregistergesetz). ²The certificate of good conduct may not be older than three months at the time of submission. ³The date of issue is the key requirement for this. ⁴Persons who are nationals of a third country or who have their place of residence in a third country must submit documents from their country of origin or country of residence that correspond to the documents referred to in sentence 1. ⁵If such documents are not issued there, the extent of the substitute documents to be submitted must be agreed with the Supervisory Authority on a case-by-case basis. ⁶Persons who have resided in different countries in the last ten years must provide the certificates of good conduct and documents from each of these countries, unless these countries are Member States of the European Union that have provided information as part of the exchange of register information. ⁷In this case, submission of a certificate of good conduct in accordance with section 30 (5) or section 30b of the Federal Central Criminal Register Act is sufficient.

(5) ¹Persons in accordance with subsection (4) sentence 1 who have been resident in Germany within the last ten years or have exercised a professional activity in Germany must additionally submit an extract from the Central Trade and Industry Register (Gewerbezentralregister) in accordance with section 150 of the Industrial Code (Gewerbeordnung). ²The extract from the register may not be older than three months at the time of submission. ³The date of issue of the document is the key requirement for this.

(6) For the purposes of Article 5(1)(a) of Regulation (EU) 2017/1946, subsection (5) applies mutatis mutandis to non-natural persons subject to a notification requirement.

Section 7 Change to the notified intention, the notified acquisition and the notified information

(1) If the person subject to a notification requirement abandons the intention to acquire or increase a qualifying holding before the acquisition or increase, they must notify this in writing without undue delay.

(2) ¹If, during an ongoing procedure under section 24 (1) sentence 1 or (3) sentence 1 of the Investment Firm Act, the person subject to a notification requirement changes their intention to acquire or increase a qualifying holding in the target entity, they must, subject to sentence 3, notify this in writing without undue delay and resubmit the documents and statements submitted under this Regulation to the extent that individual details therein must be modified. ²This also applies if the person subject to a notification requirement changes their intention to acquire or increase a qualifying holding in the target entity after the end of the assessment period, but before the closing of the acquisition or increase. ³If the holding thresholds of 20 percent, 30 percent or 50 percent will then be reached or exceeded, or if the person subject to a notification requirement would gain control over the target entity through the proposed acquisition or increase, the notified intention is deemed to have been abandoned; in this case, the person subject to a notification requirement must submit a new notification in accordance with section 24 (1) sentence 1 or (3) sentence 1 of the Investment Firm Act.

(3) ¹If there are changes in the information in the documents and statements submitted after a notification has been submitted by the end of the assessment period under section 25 of the Investment Firm Act, the person subject to a notification requirement must submit the documents in question in updated form without undue delay so that the Supervisory Authority can include them in its assessment. ²If they do not do so or if the information update is received so late that the Supervisory Authority has less than 20 working days to review it within the assessment period, the information in the documents and statements submitted is deemed to be incorrect.

Section 8 Differing submission obligations and obligations to produce evidence

(1) ¹Notwithstanding Article 13 of Delegated Regulation (EU) 2017/1946, the person subject to a notification requirement is not required to resubmit documents and statements that they submitted within one year prior to the current notification with a notification under section 24 (1), (3) or (5) of the Investment Firm Act, unless the information contained in the documents and statements is no longer correct. ²The Supervisory Authority may authorise a longer period in individual cases. ³If all the information contained in the documents and statements under sentence 1 is still correct, the person subject to a notification requirement must submit a written declaration confirming this.

(2) ¹The person subject to a notification requirement is not required to resubmit documents and statements under subsection (1) sentence 1 without any restriction in time if an acquisition would merely turn or has merely turned an existing indirect qualifying holding into a direct qualifying holding, or would turn or has turned an existing direct qualifying holding into an indirect qualifying holding, unless the information contained in the documents and statements is no longer correct. ²If all the information contained in the documents and statements under subsection (1) sentence 1 is still correct, the person subject to a notification requirement must indicate this in the forms in accordance with section 5 (1) sentences 1 and 2.

(3) ¹If the person subject to a notification requirement already holds a qualifying holding, they are not required to provide new evidence of their identity or existence in accordance with Article 3(1)(a) or (2)(a) and (b) of Delegated Regulation (EU) 2017/1946. ²However, the Supervisory Authority may require submission of the documents and statements referred to in subsection (1) sentence 1, subsection (2) sentence 1 and subsection (3) sentence 1 in the context of section 25 sentences 2 to 8 of the Investment Firm Act.

Part 3 Further notification and disclosure requirements

Section 9 Notification of the abandonment of or reduction in a qualifying holding

(1) ¹The intention to abandon or reduce a qualifying holding under section 24 (2) sentence 1 of the Investment Firm Act and the unintentional abandonment of or reduction in a qualifying holding under section 24 (3) sentence 3 of the Investment Institutions Act must be notified using the “Notification of abandonment of or reduction in a qualifying holding” form in accordance with Annex 5. ²Section 5 (1) sentence 4 applies mutatis mutandis to the notifications under sentence 1.

(2) ¹The person subject to a notification requirement must explain in an annex to the form in accordance with subsection (1) sentence 1 to whom they will transfer or have transferred the capital shares or voting rights. ²If they are unable to provide this information, they must give reasons for this in the annex.

(3) Section 8 (1) applies mutatis mutandis to all notifications under subsection (1).

Section 10 Notification of changes at the holder of a qualifying holding

(1) For each newly appointed legal representative, representative in accordance with the articles of association or new general partner, the “Information on reputation” form in accordance with Annex 3 and the information required by Article 3 (1) of Delegated Regulation (EU) 2017/1946 must be attached to the notification under section 24 (5) of the Investment Firm Act.

(2) The notification under subsection (1) is not required if the holder of a qualifying holding is the Federal Government, the Deutsche Bundesbank, a legally dependent special fund of the Federal Government or of a state government, a state government, a local government or a local government association.

(3) The notification under subsection (1) is not required if the holder of a qualifying holding is an authorised investment firm, credit institution within the meaning of section 1 (1) sentence 1 of the Banking Act (Kreditwesengesetz), financial services institution within the meaning of section 1 (1a) sentence 1 of the Banking Act, payment institution within the meaning of section 1 (1) sentence 1 no. 1 of the Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz), electronic money institution within the meaning of section 1 (2) sentence 1 no. 1 of the Payment Services Supervision Act, insurance undertaking within the meaning of section 7 no. 33 of the Insurance Supervision Act (Versicherungsaufsichtsgesetz), crowdfunding service provider within the meaning of Article 2(1)(e) of Regulation (EU) 2020/1503 or an authorised pension fund within the meaning of section 236 (1) sentence 1 of the Insurance Supervision Act, domiciled in Germany in each case, or an asset management company within the meaning of section 17 (1) sentence 1 of the Investment Code (Kapitalanlagegesetzbuch) that is authorised under sections 20 and 21 or sections 20 and 22 of the Investment Code.

(4) The notification under subsection (1) is not required if the holder of a qualifying holding is a person who effectively directs the business of an investment holding company within the meaning of section 2 (27) of the Investment Firm Act, and if the documents and statements under section 4 of the Investment Firm Notification Regulation (Wertpapierinstituts-Anzeigenverordnung) have been provided to the Supervisory Authority.

(5) The notification under subsection (1) is not required if the holder of a qualifying holding is a financial holding company or mixed financial holding company under section 1 (35) of the Banking Act in conjunction with Article 4(1)(20) or (21) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No. 648/2012 (OJ L 176, 27.6.2013, p. 1; L 208, 2.8.2013, p. 68; L 321, 30.11.2013, p. 6; L 193, 21.7.2015, p. 166; L 20, 25.1.2017, p. 3; L 92, 30.3.2023, p. 29), as most recently amended by Regulation (EU) 2022/2036 (OJ L 275, 25.10.2022, p. 1; L 277, 27.10.2022, p. 316), as amended, and if the documents and statements required under section 16 (2) of the Notification Regulation (Anzeigenverordnung) have been provided to the Supervisory Authority.

(6) The notification under subsection (1) is not required if the holder of a qualifying holding is an insurance holding company within the meaning of section 7 no. 31 of the Insurance Supervision Act, a mixed financial holding company within the meaning of section 7 no. 10 of the Insurance Supervision Act or an undertaking under section 293 (4) of the Insurance Supervision Act, and if the documents and statements under section 47 no. 1 in conjunction with section 293 (1) of the Insurance Supervision Act have been provided to the Supervisory Authority or the competent state supervisory authority.

(7) The notification under subsection (1) is not required if the holder of a qualifying holding is a central government, central bank, regional government or local authority of a Member State of the European Union or another signatory state to the Agreement on the European Economic Area, or the European Central Bank.

Section 11 Supplementary notifications in the event of subsequent changes to the holder of a qualifying holding to ensure cooperation with the competent authorities in the European Economic Area

¹If the holder of a qualifying holding is not an investment firm, credit institution, financial services institution, insurance undertaking or pension fund whose registered office is in Germany, it must submit a notification in writing without undue delay, stating the relevant country and the name of competent supervisory authority, if it

1. is authorised in another Member State of the European Union or another signatory state to the Agreement on the European Economic Area as an investment firm, CRR credit institution within the meaning of section 1 (3d) sentence 1 of the Banking Act, electronic money institution, payment institution, primary insurance undertaking within the meaning of section 7 no. 33 variant 1 of the Insurance Supervision Act or reinsurance undertaking within the meaning of section 7 no. 33 variant 2 of the Insurance Supervision Act, stating the identification number under which the person subject to a notification obligation is registered with the competent supervisory authority;
2. will become a parent undertaking of an investment firm, CRR credit institution, electronic money institution, payment institution, primary insurance undertaking or reinsurance undertaking authorised in another Member State of the European Union or another signatory state to the Agreement on the European Economic Area, or
3. will obtain control over a CRR credit institution, electronic money institution, payment institution, investment firm, primary insurance undertaking or reinsurance undertaking authorised in another Member State of the European Union or another signatory state to the Agreement on the European Economic Area.

²The identification number under which it is registered with the competent supervisory authority must also be stated for the investment firm, CRR credit institution, electronic money institution, payment institution, primary insurance undertaking or reinsurance undertaking under sentence 1 nos. 2 and 3.

Section 12 Entry into force

This Regulation enters into force on the day following its promulgation.