responsibility finder
Schleswig-Holstein

Inform the Deutsche Bundesbank and BaFin about new, changed or terminated significant shareholdings in banks and financial services institutions

Source: Zuständigkeitsfinder Schleswig-Holstein (Linie6PLus)

Service Description

If you wish to acquire shareholdings in a bank or financial services institution, you must inform the Deutsche Bundesbank and the Federal Financial Supervisory Authority (BaFin) in advance. The same applies if your shareholdings change.

As soon as you intend, alone or in conjunction with other persons or companies, to acquire a significant interest in

  • a credit institution or
  • a financial services institution

in Germany (interested acquirer), you must inform the Deutsche Bundesbank and the Federal Financial Supervisory Authority (BaFin).

A significant shareholding is deemed to exist if you hold 10 percent of the capital or voting rights or can exercise a significant influence on the management of the bank or financial services provider. Information on the calculation and assessment of a significant shareholding can be found on the BaFin website.

You must also report such a shareholding if you wish to increase an existing significant shareholding in such a way

  • that certain thresholds are reached or exceeded or
  • you take control of the bank or financial services provider.

The same applies

  • if these thresholds are undercut or
  • you lose control of the bank or financial services institution.

If one of these changes occurs without your intention (for example in the event of inheritance), you must also report this to the Deutsche Bundesbank and BaFin.

The aim of the regulation is to inform the banking supervisory authority of changes in the ownership structure of an institution at an early stage.

If you acquire or change such a shareholding in conjunction with other persons or companies, all persons or companies involved must be notified, regardless of the individual shareholding. From a practical point of view, there is much to be said for submitting your notifications to BaFin as a package in such constellations.

In this notification of shareholding, you must state, among other things

  • Reason for the notification: creation, change, termination
  • Type of company in which you hold shares
  • Information on the percentage of your shareholding in the total nominal capital of the company (shareholding ratio)

Your notification triggers an ownership control procedure for any interested acquirer. All persons or companies involved will be assessed by the banking supervisory authority within a specified period of time on the basis of legally defined criteria:

  • How reliable are you as an interested acquirer?
  • How reliable and professionally suitable is the future management of the bank or financial services company in which you are acquiring or expanding shareholdings?
  • What is your capitalization or asset situation as an interested buyer?
  • Will the bank or financial services company still be in a position to meet the supervisory requirements under European law?
  • Is the intended acquisition related to money laundering or terrorist financing?

BaFin may prohibit you from acquiring or increasing the significant shareholding if

  • either the documents submitted are incomplete, incorrect or do not meet the requirements of the Holder Control Regulation
  • or if there are facts indicating that the statutory verification criteria have not been met.

Process flow

To inform BaFin of intended significant investments in banks and financial services institutions, proceed as follows:

  • Go to the BaFin website. Download the relevant forms there:
    • If you wish to acquire or increase shareholdings: "Acquisition-increase" form
    • If you wish to reduce or give up shareholdings: Form "Abandonment-Reduction"
    • "Information on reliability" form
    • Form "Complex shareholding structures", if such exist.
  • Fill in the forms completely and truthfully. You can complete the forms directly on your PC and then print them out.
  • Send the completed forms with all required documents by post to BaFin and Deutsche Bundesbank.
  • After receiving your notification, BaFin will check whether your notification is complete. If you are unable to enclose all the required attachments and documents, you must give reasons for this and submit any missing documents without delay. Only then is the notification formally complete.
  • If the notification is complete, BaFin will confirm receipt of the notification in writing within 2 working days. The date of this confirmation letter marks the start of the assessment period within which BaFin will review your intention to invest.
  • By the 50th working day within the assessment period at the latest, BaFin may request further information from you in writing that is necessary to complete the assessment.
  • If BaFin decides to prohibit the acquisition or increase of the investment after completion of the assessment, you will be informed in writing within 2 working days within the assessment period. Otherwise, you may proceed with the acquisition or increase of the investment.
Requirements

You must report intended investments if

  • you alone or in cooperation with other persons or companies hold interests in a credit institution or a financial services institution
    • acquire,
    • increase or decrease or
    • wish to terminate them.
  • the investment(s) are "significant investments" within the meaning of the German Banking Act, i.e. you hold
    • directly or indirectly at least 10 percent of the capital or voting rights of a bank or financial services institution, or
    • there is another way of exercising significant influence on the management of this company.

You must report changes to shareholdings if

  • your shareholding reaches, exceeds or falls below certain thresholds. These thresholds are staggered:
    • 20 percent of the company's capital or voting rights,
    • 30 percent of the company's capital or voting rights, or
    • 50 percent of the company's capital or voting rights,
  • the company in which you hold shares becomes or ceases to be a subsidiary,
  • the shares held in the company are no longer or no longer intended to serve the company's own business operations,
  • directly held shares are transferred in whole or in part to a subsidiary,
  • in the case of shares held indirectly in whole or in part
    • the number or identity of the intermediate companies changes or
    • the shares are now held in whole or in part by yourself or
    • are redistributed among the parties involved.
Which documents are required?

If you wish to acquire or increase a significant shareholding in a bank or financial services company:

  • Proof of the identity or existence of the notifying parties
    • for natural persons: officially certified copy of a valid identity document with photograph
    • for legal entities:
      • officially certified copies of the founding documents or equivalent probative documents
      • officially certified, current excerpt from the commercial, association, cooperative, partnership or foundation register or a comparable public register or directory
  • Hand-signed curriculum vitae including references
    • from you as a natural person subject to the notification requirement and/or
    • of all personally liable partners and shareholders and persons authorized to represent the business of the person subject to the notification obligation and
    • if applicable, of the persons who are to replace members of the management of the target company
  • officially certified copy of the current articles of association, the current partnership agreement or an equivalent agreement
  • List of the personally liable partners and shareholders and the persons authorized to represent the business of the person subject to the notification obligation
  • List of the beneficial owners whose ownership or control you have or for whom you are acquiring or increasing the significant shareholding
  • Current, complete and informative description of the business activities, e.g. annual report
  • If applicable, evidence of shareholdings and group affiliations:
    • Presentation of the group structure
    • Presentation of the group's business activities
    • List of group companies in the financial sector
    • Details of other (group) companies for which you are a managing director or over which you have control
    • List of other shareholders and owners
    • List of shareholders in your company
  • Description of your financial and other interests in the significant shareholding
  • Description of your economic circumstances:
    • Annual financial statements and management reports for the last 3 financial years
    • Reports on the audits of the annual financial statements for the last 3 financial years
    • Cash flow statement and segment reporting for the last 3 financial years
    • if you are a natural person:
      • a list and description of your sources of income, including supporting documents
      • a statement of assets including supporting documents
      • Ratings about your creditworthiness
      • if you yourself control other companies or manage their business:
        • Annual financial statements and management reports for the last 3 financial years
        • Reports on the annual audits of the last 3 financial years
    • if you belong to a group of companies:
      • Consolidated financial statements for the last 3 financial years
      • Auditors' reports on the consolidated financial statements for the last 3 financial years
      • Ratings on the creditworthiness of the group and the individual group companies
  • Presentation and evidence of the equity and debt required for the acquisition as well as all agreements and contracts concluded in this context
  • If you obtain control over the target company through the planned acquisition or the planned increase in the significant shareholding:
    • Business plan describing your strategic objectives and plans, including information on the planned strategic development, the planned development of the net assets, financial position and results of operations and the effects on the corporate structure and organization of the target company
  • Declaration of investigations by other authorities outside the financial sector in connection with the intended acquisition
  • Statement as to whether and by which persons it is intended to replace members of the management of the target company
  • Declaration of the person or company from which the capital or voting rights will be acquired
  • Six-digit BAK number
  • If you are not resident in Germany: Copy of the power of attorney of the authorized recipient in Germany
  • For complex shareholding structures:
    • Fully completed "Complex shareholding structures" form
    • Diagram of complex shareholding structures
  • Fully completed form "Information on reliability"
    • If applicable, officially certified copies of judgments, decisions and other sanctions
    • If applicable, official documents proving that another supervisory authority has already checked the reliability
  • Maximum 3-month-old "certificate of good conduct", "European certificate of good conduct" or "corresponding documents" from abroad
    • You can apply for the (European) certificate of good conduct at the local registration office (or at the Federal Office of Justice). The Federal Office of Justice will send it directly to the Federal Office.
    • You apply for the "corresponding documents" from the foreign authorities after consultation with the relevant BaFin department and then submit them to BaFin.
  • Extract from the central trade register no more than 3 months old
  • List of attachments not submitted, stating the reasons
  • List of attachments that have not been submitted and can be waived, stating the waiver rule

If you wish to reduce or terminate a significant shareholding in a bank or financial services company:

  • For complex shareholding structures:
    • Fully completed "Complex shareholding structures" form
    • Chart on complex shareholding structures
  • Declaration to whom you will transfer your capital or voting rights shares
What are the fees?

You do not have to pay anything for the notification of participation.

What deadlines do I have to pay attention to?

You must notify the acquisition of the significant shareholding as soon as you intend to acquire it. This is the case, for example, at the latest when sufficiently concrete contractual negotiations have begun. If you notify the significant shareholding after you have acquired it, this is too late and may constitute an administrative offense.

In individual cases, however, the obligation to notify may also arise at an earlier point in time. The decisive factor is that at least the rough framework conditions of the planned acquisition have already been established, such as reliable forecasts regarding the amount of the investment and the financing of the acquisition. Otherwise, BaFin will not be able to make a final assessment of your financial situation as an interested buyer.

The same applies if you increase, reduce or terminate a significant investment.

If the acquisition or change has taken place unintentionally (e.g. in the event of inheritance), you must report this as soon as you become aware of it.

Processing duration

BaFin will assess your notification of participation within 60 working days from the date of the letter confirming receipt of the complete notification in writing. In this confirmation letter, BaFin will inform you of the date on which the assessment period ends.

If BaFin requests additional information as part of the assessment, the assessment period will be extended to a maximum of 80 working days. Under certain circumstances, the assessment period may also be extended to a maximum of 90 working days.

Legal basis
Appeal

If BaFin prohibits the acquisition or increase of an investment:

  • Objection
  • Action for annulment
  • Interim legal protection, § 80 V 1 VwGO

If the European Central Bank prohibits the acquisition or increase of a shareholding:

  • Administrative review procedure, Art. 24 SSM Regulation
  • Action for annulment, Art. 263 IV TFEU
Applications / forms

Forms: yes
Online procedure possible: no
Written form required: yes
Personal appearance required: no

Author
Forwarding service: Deep link to the original portal

The text was automatically translated based on the German content.

Technically approved by

Federal Ministry of Finance

Professionally released on

21.07.2021

Teaser

If you wish to acquire shareholdings in a bank or financial services institution, you must inform the Deutsche Bundesbank and the Federal Financial Supervisory Authority (BaFin) in advance. The same applies if your shareholdings change.

Process flow

To inform BaFin of intended significant investments in banks and financial services institutions, proceed as follows:

  • Go to the BaFin website. Download the relevant forms there:
    • If you wish to acquire or increase shareholdings: "Acquisition-increase" form
    • If you wish to reduce or give up shareholdings: Form "Abandonment-Reduction"
    • "Information on reliability" form
    • Form "Complex shareholding structures", if such exist.
  • Fill in the forms completely and truthfully. You can complete the forms directly on your PC and then print them out.
  • Send the completed forms with all required documents by post to BaFin and Deutsche Bundesbank.
  • After receiving your notification, BaFin will check whether your notification is complete. If you are unable to enclose all the required attachments and documents, you must give reasons for this and submit any missing documents without delay. Only then is the notification formally complete.
  • If the notification is complete, BaFin will confirm receipt of the notification in writing within 2 working days. The date of this confirmation letter marks the start of the assessment period within which BaFin will review your intention to invest.
  • By the 50th working day within the assessment period at the latest, BaFin may request further information from you in writing that is necessary to complete the assessment.
  • If BaFin decides to prohibit the acquisition or increase of the investment after completion of the assessment, you will be informed in writing within 2 working days within the assessment period. Otherwise, you may proceed with the acquisition or increase of the investment.

Requirements

You must report intended investments if

  • you alone or in cooperation with other persons or companies hold interests in a credit institution or a financial services institution
    • acquire,
    • increase or decrease or
    • wish to terminate them.
  • the investment(s) are "significant investments" within the meaning of the German Banking Act, i.e. you hold
    • directly or indirectly at least 10 percent of the capital or voting rights of a bank or financial services institution, or
    • there is another way of exercising significant influence on the management of this company.

You must report changes to shareholdings if

  • your shareholding reaches, exceeds or falls below certain thresholds. These thresholds are staggered:
    • 20 percent of the company's capital or voting rights,
    • 30 percent of the company's capital or voting rights, or
    • 50 percent of the company's capital or voting rights,
  • the company in which you hold shares becomes or ceases to be a subsidiary,
  • the shares held in the company are no longer or no longer intended to serve the company's own business operations,
  • directly held shares are transferred in whole or in part to a subsidiary,
  • in the case of shares held indirectly in whole or in part
    • the number or identity of the intermediate companies changes or
    • the shares are now held in whole or in part by yourself or
    • are redistributed among the parties involved.

Which documents are required?

If you wish to acquire or increase a significant shareholding in a bank or financial services company:

  • Proof of the identity or existence of the notifying parties
    • for natural persons: officially certified copy of a valid identity document with photograph
    • for legal entities:
      • officially certified copies of the founding documents or equivalent probative documents
      • officially certified, current excerpt from the commercial, association, cooperative, partnership or foundation register or a comparable public register or directory
  • Hand-signed curriculum vitae including references
    • from you as a natural person subject to the notification requirement and/or
    • of all personally liable partners and shareholders and persons authorized to represent the business of the person subject to the notification obligation and
    • if applicable, of the persons who are to replace members of the management of the target company
  • officially certified copy of the current articles of association, the current partnership agreement or an equivalent agreement
  • List of the personally liable partners and shareholders and the persons authorized to represent the business of the person subject to the notification obligation
  • List of the beneficial owners whose ownership or control you have or for whom you are acquiring or increasing the significant shareholding
  • Current, complete and informative description of the business activities, e.g. annual report
  • If applicable, evidence of shareholdings and group affiliations:
    • Presentation of the group structure
    • Presentation of the group's business activities
    • List of group companies in the financial sector
    • Details of other (group) companies for which you are a managing director or over which you have control
    • List of other shareholders and owners
    • List of shareholders in your company
  • Description of your financial and other interests in the significant shareholding
  • Description of your economic circumstances:
    • Annual financial statements and management reports for the last 3 financial years
    • Reports on the audits of the annual financial statements for the last 3 financial years
    • Cash flow statement and segment reporting for the last 3 financial years
    • if you are a natural person:
      • a list and description of your sources of income, including supporting documents
      • a statement of assets including supporting documents
      • Ratings about your creditworthiness
      • if you yourself control other companies or manage their business:
        • Annual financial statements and management reports for the last 3 financial years
        • Reports on the annual audits of the last 3 financial years
    • if you belong to a group of companies:
      • Consolidated financial statements for the last 3 financial years
      • Auditors' reports on the consolidated financial statements for the last 3 financial years
      • Ratings on the creditworthiness of the group and the individual group companies
  • Presentation and evidence of the equity and debt required for the acquisition as well as all agreements and contracts concluded in this context
  • If you obtain control over the target company through the planned acquisition or the planned increase in the significant shareholding:
    • Business plan describing your strategic objectives and plans, including information on the planned strategic development, the planned development of the net assets, financial position and results of operations and the effects on the corporate structure and organization of the target company
  • Declaration of investigations by other authorities outside the financial sector in connection with the intended acquisition
  • Statement as to whether and by which persons it is intended to replace members of the management of the target company
  • Declaration of the person or company from which the capital or voting rights will be acquired
  • Six-digit BAK number
  • If you are not resident in Germany: Copy of the power of attorney of the authorized recipient in Germany
  • For complex shareholding structures:
    • Fully completed "Complex shareholding structures" form
    • Diagram of complex shareholding structures
  • Fully completed form "Information on reliability"
    • If applicable, officially certified copies of judgments, decisions and other sanctions
    • If applicable, official documents proving that another supervisory authority has already checked the reliability
  • Maximum 3-month-old "certificate of good conduct", "European certificate of good conduct" or "corresponding documents" from abroad
    • You can apply for the (European) certificate of good conduct at the local registration office (or at the Federal Office of Justice). The Federal Office of Justice will send it directly to the Federal Office.
    • You apply for the "corresponding documents" from the foreign authorities after consultation with the relevant BaFin department and then submit them to BaFin.
  • Extract from the central trade register no more than 3 months old
  • List of attachments not submitted, stating the reasons
  • List of attachments that have not been submitted and can be waived, stating the waiver rule

If you wish to reduce or terminate a significant shareholding in a bank or financial services company:

  • For complex shareholding structures:
    • Fully completed "Complex shareholding structures" form
    • Chart on complex shareholding structures
  • Declaration to whom you will transfer your capital or voting rights shares

What are the fees?

You do not have to pay anything for the notification of participation.

What deadlines do I have to pay attention to?

You must notify the acquisition of the significant shareholding as soon as you intend to acquire it. This is the case, for example, at the latest when sufficiently concrete contractual negotiations have begun. If you notify the significant shareholding after you have acquired it, this is too late and may constitute an administrative offense.

In individual cases, however, the obligation to notify may also arise at an earlier point in time. The decisive factor is that at least the rough framework conditions of the planned acquisition have already been established, such as reliable forecasts regarding the amount of the investment and the financing of the acquisition. Otherwise, BaFin will not be able to make a final assessment of your financial situation as an interested buyer.

The same applies if you increase, reduce or terminate a significant investment.

If the acquisition or change has taken place unintentionally (e.g. in the event of inheritance), you must report this as soon as you become aware of it.

Processing duration

BaFin will assess your notification of participation within 60 working days from the date of the letter confirming receipt of the complete notification in writing. In this confirmation letter, BaFin will inform you of the date on which the assessment period ends.

If BaFin requests additional information as part of the assessment, the assessment period will be extended to a maximum of 80 working days. Under certain circumstances, the assessment period may also be extended to a maximum of 90 working days.

Legal basis

Appeal

If BaFin prohibits the acquisition or increase of an investment:

  • Objection
  • Action for annulment
  • Interim legal protection, § 80 V 1 VwGO

If the European Central Bank prohibits the acquisition or increase of a shareholding:

  • Administrative review procedure, Art. 24 SSM Regulation
  • Action for annulment, Art. 263 IV TFEU

Applications / forms

Forms: yes
Online procedure possible: no
Written form required: yes
Personal appearance required: no

Author

Forwarding service: Deep link to the original portal

The text was automatically translated based on the German content.

Technically approved by

Federal Ministry of Finance

Professionally released on

21.07.2021

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