On 25 November 2025, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) enacted the “Regulation on the Simplification of Holder Control Procedures and Certain Person Notifications” (Verordnung zur Vereinfachung von Inhaberkontrollverfahren und bestimmter Personenanzeigen – hereinafter “Amendment Regulation”). In addition to the Notification Regulation (Anzeigenverordnung - AnzV), the Amendment Regulation amends in particular the Holder Control Regulation (Inhaberkontrollverordnung – InhKontrollV). The new version of the InhKontrollV provides for simplifications with regard to the documents and declarations to be submitted as part of holder control procedures. This is intended to remove unnecessary bureaucratic hurdles and help speed up holder control procedures. In principle, holder control procedures must be assessed by the supervisory authorities within an assessment period of 60 to 90 working days. However, since the assessment period only begins once all the documents to be submitted have been confirmed as complete, holder control procedures in practice often take up to one year or longer.

I. Regulatory background

Anyone intending to acquire a significant holding (bedeutende Beteiligung) in a German regulated company in the financial sector must notify BaFin (and in some cases also the German Federal Reserve Bank – Deutsche Bundesbank) and undergo a holder control procedure. This is stipulated in Section 2c of the German Banking Act (Kreditwesengesetz – KWG) for holdings in credit institutions and financial services institutions; for insurance companies, pension funds and insurance holding companies, it follows from Section 17 of the Insurance Supervision Act (Versicherungsaufsichtsgesetz – VAG). The same applies by reference to Section 2c KWG for holdings in payment and e-money institutions (Section 14 of the Payment Services Supervision Act, Zahlungsdiensteaufsichtsgesetz – ZAG) and in external UCITS capital management companies (Section 19 of the Capital Investment Code, Kapitalanlagegesetzbuch – KAGB). In all these cases, the holder control procedures are largely determined by the specific requirements of the InhKontrollV – in the area of the KWG and the VAG, the InhKontrollV applies directly, in the area of the ZAG it is largely referred to in the ZAG Notification Regulation (ZAG-Anzeigenverordnung), and in the area of the KAGB, BaFin also applies it in its administrative practice. For holder control procedures that must be carried out due to the intention to acquire a significant holding in a securities institution (Section 24 of the Securities Institutions Act, Wertpapierinstitutsgesetz - WpIG), the InhKontrollV does not apply, but Delegated Regulation (EU) 2017/1946 and the Securities Institution Holder Control Regulation (Wertpapierinstituts-Inhaberkontrollverordnung – WpI-InhKontrollV), which set out requirements similar to those of the InhKontrollV. It is to be expected that the amendments to the InhKontrollV by BaFin will soon be followed by amendments to the WpI-InhKontrollV, unless this is precluded by Delegated Regulation (EU) 2017/1946.

A “significant holding” within the meaning of the above – labelled a “qualified holding” in the European Capital Requirements Regulation (Regulation (EU) No 575/2013 – CRR), to which the KWG refers in this regard – is defined as the direct or indirect holding of at least 10% of the capital or voting rights of a company or any other means of exercising significant influence over the management of that company. Similarly, the notification requirement is triggered and a (renewed) holder control procedure takes place if the intention is to increase the significant holding to or above the thresholds of 20%, 30% or 50% of the capital or voting rights or to gain control of the target company in any other way. Since 2020, the unintentional acquisition of a significant holding, for example through inheritance or a capital reduction of the target company, is also subject to notification.

The holder control procedure is generally carried out by BaFin, in the case of credit institutions and financial services institutions in consultation with the Deutsche Bundesbank. In the case of credit institutions that conduct deposit and credit business (Einlagen- und Kreditgeschäft) (so-called CRR credit institutions), the European Central Bank (ECB) is responsible for deciding on the result of the holder control procedure, although its decision is prepared by a draft resolution from BaFin. The legislative purposes of the holder control procedure are to protect regulated companies in the financial sector due to their particular importance for the economy as a whole, to protect creditors’ funds, to combat money laundering activities and, in general, to provide the supervisory authorities with information about the shareholders of regulated companies.

As part of the holder control procedure, BaFin examines, among other things, the reputation (Zuverlässigkeit) and financial soundness (finanzielle Solidität) of the interested acquirer on the basis of a large number of documents and declarations to be submitted and may prohibit the intended acquisition within an assessment period of 60 to 90 working days (or submit a corresponding draft resolution to the ECB). The documents to be submitted in the course of the holder control procedure, on the basis of which the supervisory authorities make their decision, are specified in detail in the InhKontrollV. The InhKontrollV is therefore of particular importance in practice.

II. Overview of the amendments

The stated aim of the amendments to the InhKontrollV is to streamline the requirements regarding the scope of the documents and declarations to be submitted in situations where higher requirements do not appear necessary in view of considerations of proportionality and the bureaucratic effort involved (BaFin’s explanatory memorandum in the consultation draft of the Amendment Regulation of 20 May 2025). The simplifications made relate, on the one hand, to general simplifications in the documents to be submitted. On the other hand, in certain situations, the submission of documents may be waived.

1. Simplifications for intermediate companies belonging to a group

A significant amendment is the privileged treatment of group companies that do not acquire a direct holding in the target company and are not at the top of the group. These companies in the middle of the group or intermediate companies are now no longer required to submit any documents or declarations other than the notification form itself (form “Acquisition-Increase” – “Erwerb-Erhöhung”, Annex 1 to the InhKontrollV) and an accompanying annex stating that and on the basis of which waiver rule submissions are waived (Section 16 (10) InhKontrollV, as amended). Within a group chain of shareholdings in which each link in the chain is subject to notification requirements due to the (intended) indirect voting rights or capital shares held in the target company, only the lowest link in the chain (the direct acquirer) and the highest link in the chain (the group parent company) are now required to submit complete notification documents.

In the past, BaFin was already able to waive the submission of documents in whole or in part for intermediate group companies at its discretion. However, the previous rule-exception relationship is now being reversed: the principle is that intermediate companies are not required to submit documents, but BaFin remains authorised to request the relevant documents in the course of the holder control procedure (Section 16 (13), (1) sentence 3 InhKontrollVO, as amended).

The reason for this simplification is that intermediate companies, which are often non-operating special purpose entities, usually have no direct influence on the target company and are themselves controlled by the parent company of the group. In addition to banking and financial groups, this simplification in particular is likely to benefit private equity and other financial investors, who often have complex multi-level investment structures.

2. Reuse of existing documents

Another option for waiving the submission of documents, which, similar to the simplification mentioned in section II.1 above, is an extension of previously existing privileges, is contained in Section 16 (1) InhKontrollV, as amended. According to this provision, the person subject to the notification requirement does not need to resubmit documents and declarations that they have already submitted to BaFin in the past and which information is still accurate. The person subject to the notification requirement must check whether the information is still accurate and confirm this in the “Acquisition-Increase” notification form.

Section 16 (1) InhKontrollV in its previous version only provided for the waiver of resubmission if the relevant documents and declarations had been submitted (i) within the last two years and (ii) as part of an earlier holder control procedure. The new provision to also take into account documents and declarations submitted in other supervisory contexts (e.g. from authorisation procedures pursuant to Section 32 KWG or from notifications pursuant to Section 24 KWG) and to other BaFin departments, goes hand in hand with the increasing digitalisation of submissions and administration at BaFin (see also section II.4 below).

A special rule applies to certificates of good conduct (Führungszeugnisse) and extracts from the Central Trade Register (Gewerbezentralregisterauszüge). These documents must be resubmitted if they are more than twelve months old since their issue or if there have been changes in the meantime (Section 16 (1) sentence 4 InhKontrollV, as amended). However, Section 9 (8) sentence 2 and (9) sentence 2 InhKontrollV stipulate that certificates of good conduct and extracts from the Central Trade Register must not be older than three months when submitted. Since holder control procedures can often take up to a year or even longer, this has meant in the past that these documents had to be applied for and submitted several times during ongoing procedures – an unreasonable burden on the persons involved, especially in the case of foreign certificates of good conduct and the associated difficulties (see also section II.3 below). It is therefore desirable and to be expected that BaFin will now also apply the provision of section 16 (1) sentence 4 InhKontrollV, as amended, i.e. a validity period of twelve months for certificates of good conduct and extracts from the Central Trade Register, within the same holder control procedure.

The privilege granted by Section 16 (1) InhKontrollV, as amended, will initially benefit companies and groups that regularly invest in German regulated companies in the financial sector. Their documents and declarations from previous holder control procedures can usually be reused. However, if the target company changes, some documents will have to be renewed, even though they would normally be covered by the privilege under section 16 (1) InhKontrollV, as they focus specifically on a particular acquisition and therefore necessarily require changes (e.g. documents relating to acquisition interests pursuant to Section 12 InhKontrollV). Documents and declarations are likely to be reusable to a greater extent in situations where the person subject to the notification requirement exceeds one of the other relevant notification thresholds by increasing their existing significant holding in the same target company.

In any case, it is advisable to document the documents submitted to BaFin in the course of a holder control procedure or in another context in a structured manner and to store them electronically in order to be able to verify their accuracy and validity in a new holder control procedure and to make use of the privilege of Section 16 (1) InhKontrollV, as amended.

3. Simplifications for certificates of good conduct and extracts from the Central Trade Register

As already mentioned in section II.2 above, certificates of good conduct and extracts from the Central Trade Register are an important part of BaFin’s assessment of the reputation of the person subject to the notification requirement. In the case of natural persons subject to notification (rather the exception), these are the certificates of good conduct and extracts from the Central Trade Register of these persons themselves; in the case of legal entities subject to notification (the majority of cases) or partnerships, these are the certificates of good conduct and extracts from the Central Trade Register of their representatives or partners. Persons who are foreign nationals or who have had a foreign residence (including additional residences) in the last 10 years must submit a certificate of good conduct from the respective foreign country. This can lead to lengthy application processes and coordination with BaFin, as foreign legal systems sometimes provide for different types of certificates of good conduct from different issuers, which are not always recognised by BaFin.

Section 9 (8) InhKontrollV, as amended, now provides for two simplifications in this regard. Firstly, it is not necessary to submit a foreign certificate of good conduct if the relevant entries already appear in a European certificate of good conduct (Section 30b of the German Federal Central Register Act – Bundeszentralregistergesetz) that is to be submitted (Section 9 (8) sentence 5 InhKontrollV, as amended). Furthermore, foreign certificates of good conduct are now recognised not only if they “correspond” (entsprechen) to a German certificate of good conduct or European certificate of good conduct for submission to an authority (as was the sole wording previously), but also if they are at least “equivalent” (gleichwertig) to these (Section 9 (8) sentence 4 InhKontrollV, as amended). “Corresponding” documents are official documents relating to register entries that are sent directly to BaFin by the foreign authority. “Equivalent” documents may also be electronic documents that enable BaFin to digitally validate the relevant register entries and have comparable informative value.

In line with the period for certificates of good conduct, it is now stipulated that extracts from the Central Trade Register must be provided if the person concerned has had a residence or professional activity in Germany in the last 10 years (Section 9 (9) sentence 1 InhKontrollV, as amended).

4. Electronic submissions and other formal simplifications

At the request of BaFin or Bundesbank, notifications and documents must now be submitted electronically. BaFin and Bundesbank inform about the ways of electronic submission on their respective websites (Section 2 (4) InhKontrollV, as amended). This is intended to modernise, simplify and accelerate the administrative procedure. At the same time, the reduction in the number of documents to be submitted in paper form is intended to contribute to sustainability and resource conservation.

It should be noted, however, that it has already been common practice previously to send the relevant documents to the supervisory authorities as PDF files via (encrypted) email in addition to paper submissions. Furthermore, at least the BaFin department BA 12 (Common Procedures), which is responsible for holder control procedures for credit institutions and financial services institutions, had already been working with digital data rooms for the filing of documents in recent years, to which BaFin and Bundesbank had simultaneous access. In our experience, it was primarily the Bundesbank that requested paper submissions in addition to electronic ones. It therefore remains to be seen whether Section 2 (4) InhKontrollV, as amended, will now enable a (desirable) reduction of paper submissions on a larger scale (for certain documents that must be submitted in a specific form this may not be possible).

Section 8 (10) InhKontrollV, as amended, provides simplifications for documents subject to specific formal requirements. According to this provision, companies based in Germany are no longer required to have copies of documents that can be obtained from the electronic commercial register (Handelsregister) officially or publicly certified. The submission of a simple copy of the document from the commercial register is sufficient. Foreign companies subject to notification requirements must continue to submit officially or publicly certified copies of their founding documents and, if applicable, extracts from public registers or directories (usually certified and apostilled by a public notary of the respective foreign country). Likewise in anticipation of electronic submissions, the previous requirement to sign CVs by hand is no longer applicable (Section 10 (1) InhKontrollV, as amended).

III. Summary assessment

The amendments to the InhKontrollV are to be welcomed. They simplify and streamline holder control procedures. Unnecessary formalities such as the submission of documents already available to the supervisory authorities or the official or public certification of copies of documents that can be obtained from the commercial register are abolished. The submission of documents that are less relevant for the risk assessment of the supervisory authorities (documents and declarations from intermediate companies belonging to a group) is no longer required. If, in certain circumstances, it becomes apparent that these documents could be relevant for the risk assessment, BaFin may request them individually. The amendments are therefore also in line with a trend observed at national and European level towards making banking and financial supervision more risk-oriented and setting priorities.

However, it remains to be seen whether BaFin’s hope that these simplifications will speed up holder control procedures on a larger scale will be fulfilled. In certain constellations, for example in the case of shareholdings between 10% and 20% by groups or financial investors with several intermediate companies, or in the case of an existing significant shareholding and subsequent exceeding of further relevant thresholds, this may certainly be the case. However, for a large number of important cases, in particular the acquisition of majority shareholdings, this is doubtful. When acquiring majority shareholdings, it is not so much the technical “tick the box” documents such as founding documents, CVs or certificates of good conduct that lead to delays and a lengthy holder control procedure. Rather, it is “material” documents, such as the business plan pursuant to Section 15 (1) InhKontrollV, that are the main issue and usually lead to multiple inquiries from the supervisory authorities and a long duration of the procedure. The business plan must present, among other things, the reasons for and strategic plans behind the acquisition and must include projected figures and forecast regulatory capital ratios for the next three financial years for the target company and the (future) group. The preparation of the business plan alone, which, due to the necessary involvement of the target company, can usually only take place after the share purchase agreement has been signed and thus during the ongoing holder control procedure, requires a considerable amount of time. Another document that should be carefully prepared and, in our experience, requires special consideration is the relatively new “analysis of the scope of supervision on a consolidated basis” pursuant to Section 11a InhKontrollV, which has been in place since 2022.

Conclusion: The amendment to the InhKontrollV includes important and welcome simplifications. Nonetheless, holder control procedures will continue to be time-consuming processes that require careful preparation and good communication with the supervisory authorities in order not to endanger the success of a transaction.