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Notify BaFin of new or departing members of the supervisory board or advisory board of asset management companies
Source: Zuständigkeitsfinder Schleswig-Holstein (Linie6PLus)
Capital management companies (KVG) in the legal form of a
- stock corporation (AG) or
- company with limited liability (GmbH)
are obliged to form a supervisory board. If you operate as a Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft (GmbH & Co. KG), you must form an advisory board instead.
If your capital management company appoints Supervisory Board or Advisory Board members, you must report this to the Federal Financial Supervisory Authority (BaFin). You must also report the departure of a member - and explain why the person has left. The obligation to notify also arises
- as soon as a deputy member has been elected, regardless of when the person actually takes up the mandate,
- when a substitute member takes over,
- if a member is re-elected and the existing mandate is extended as a result and
- if a member does not stand for re-election at the end of the regular term of office and therefore leaves.
You as a company must make these notifications, not the person in question.
You do not have to report the appointment or resignation of a member of the Supervisory Board or Advisory Board if they are employee representatives elected in accordance with the provisions of the co-determination laws.
As a capital management company (KVG), you can inform the German Federal Financial Supervisory Authority (BaFin) online or by e-mail about newly appointed or departing members of the Supervisory Board or Advisory Board.
If you would like to notify the entry or departure of a member of the Supervisory Board or Advisory Board online:
- Go to the BaFin website.
- Register as a notifier on BaFin's notification and publication platform (MVP Portal).
- After successful registration, log in to the MVP Portal as a notifier and apply for participation in the "Notifications of persons: KAGB / Forms for companies".
- Have the completed registration form signed by a company representative (management or other person or persons authorized to represent the company), scan it and send it by e-mail to the e-mail address for applications for approval of procedures under the German Investment Code (KAGB).
- As soon as you access the specialized procedure "Personenanzeigen: KAGB / Forms for companies" or "Notifications of persons: KAGB / Forms for persons" have been approved, log in to the MVP Portal and select Submit notification.
Then select the following:
1. select the specialized procedure:
- Notifications of persons: KAGB / Forms for companies
2. select the notifier:
- Your company or the company on whose behalf you wish to file.
3. select submission. The following notification forms are available here:
- Order notification
- Submissions Notice of withdrawal
- General notification
- 1. select the specialized procedure:
- For notification of appointment: After the KVG has sent the notification of appointment, the candidate will receive a message in their MVP mailbox asking them to complete the "Reliability" and "CV" forms. These forms can be accessed either directly by clicking on the corresponding link in the message or via the menu item "Submit notification". After submitting the completed forms, the person will receive a message in the MVP mailbox, which also contains both forms with any uploads as an attachment.
- The company's notifier receives a message in the MVP portal with the forms completed by the candidate and any uploads. He or she can then click on the link contained in the message or on "Submit notification" to complete and submit the "Confirmation of submissions" form and thus approve the notification. The notification is then received by BaFin.
- Further communication takes place via the MVP portal, for example in the event of additional requests from the supervisory authority. The notifier or the candidate can contact the supervisory authority using the "General notification" form.
- BaFin may request further documents and information if it appears necessary in individual cases.
If you would like to notify the entry or departure of a member of the Supervisory Board or Advisory Board by e-mail:
Go to the BaFin website. Download the following documents there:
- Notification form "Personnel changes to the Supervisory Board in accordance with the German Investment Code"
- Notification form "Information on reliability within the scope of the German Investment Code"
- Notification form on secondary activities of managing directors, supervisory board members and advisory board members in accordance with the German Investment Code
- Fill out the forms completely and truthfully and send them to BaFin by e-mail together with all required documents.
- Your company is an external capital management company (KVG) for which BaFin is the supervisory authority in accordance with Section 5 of the German Investment Code (KAGB).
- Appointed persons must be knowledgeable. This means that a member of the Supervisory Board or Advisory Board must be professionally capable of appropriately controlling and monitoring the management of the KVG and actively supporting its development.
- Appointed persons must be reliable. This means that there must be no facts indicating that the Supervisory Board or Advisory Board member will not perform their duties carefully and properly due to personal circumstances. The personal behavior and business conduct of the Supervisory Board or Advisory Board member with regard to criminal, financial, property and supervisory law aspects are taken into account.
- If the asset management company operates as an AG, the Supervisory Board must include at least one member who is economically independent of the shareholders, their affiliated companies and the business partners of the AG, unless the company exclusively manages investment assets for professional and semi-professional investors.
Which documents are required?
You must complete and send or upload the following forms via the notification and publication platform (MVP Portal):
Notification of persons in accordance with the German Investment Code (KAGB), forms for companies:
- Order notification
- Confirmation of submissions
- Notice of resignation
- General notification (for changes such as name, address or subsequent delivery)
Notification of persons in accordance with the German Investment Code (KAGB), forms for persons:
- Declaration of reliability
- curriculum vitae
- General notifications
- Notification of secondary employment
- Notification of shareholdings
- Proof of further training, if applicable
- Extract from the central trade register no more than 3 months old
- Certificate of good conduct no more than 3 months old for submission to an authority or European certificate of good conduct (applied for at the Federal Office of Justice and sent directly from there to BaFin)
- Foreign certificates of good conduct, if applicable
What are the fees?
Costs may be incurred.
You must pay the costs for the required documents yourself.
Detailed information on how to lodge an objection can be found in the notification.
- Administrative court action
What else should I know?
There are no indications or special features.
Technically approved by
Federal Ministry of Finance (BMF)