Persons or undertakings planning to acquire a significant holding in an investment firm in Germany or to increase an existing holding in such a way that the shares of 20 %, 30 % or 50 % of the capital or voting rights are reached or exceeded, or who wish to bring the institution under their control, are required to report this without undue delay to BaFin and the Bundesbank in writing pursuant to Section 24 of the Investment Firm Act (Wertpapierinstitutsgesetz – WpIG). The purpose of this provision is to inform the supervisory authority at an early stage of any material changes in the ownership structure of the investment firm.

The definition of a significant holding can be found in Section 2(23) WpIG, which in turn refers to Article 4(1) point (36) of Regulation (EU) No 575/2013 (Capital Requirements Regulation – CRR). It reads that “qualifying holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or voting rights or which makes it possible to exercise a significant influence over the management of that undertaking”.

Submitting the report initiates a holder control procedure. In this procedure, the proposed acquirer is assessed by the supervisory authority within a specified timeframe pursuant to the criteria set out in Section 26(1) WpIG. The assessment criteria include:

• reliability of the proposed acquirer;
• reliability and professional qualifications of the future management board members of the institution;
• financial soundness of the proposed acquirer;
• ability of the institution to continue meeting prudential requirements in the future;
• verification of whether the proposed acquisition is tied to money laundering or terrorist financing.

Notifications of the acquisition of significant/qualifying holdings in investment firms within the meaning of MiFID II must be consistent with the provisions of Delegated Regulation (EU) 2017/1946.

Additional information and the required reporting forms are specified in detail in the Investment Firm Holder Control Regulation (Wertpapierinstituts-Inhaberkontrollverordnung – WpI-InhKontrollV).