Holders of significant holdings

(1) A person who intends, alone or in concert with other persons or undertakings, to acquire a significant holding in an institution, directly or indirectly (interested acquirer), must notify this without delay to the Federal Institute and the Deutsche Bundesbank in accordance with the second sentence. In the notification, the interested acquirer must state the facts and documents material to the amount of the holding, to establishing the controlling influence, to assessing the acquirer's reliability, and to examining the further grounds for prohibition under subsection (1b), first sentence, which are to be specified in more detail by statutory instrument under section 24(4), and the persons or undertakings from whom the acquirer intends to acquire the corresponding interests. The statutory instrument may provide, in particular also as a case-by-case decision or a general rule, that the interested acquirer must submit the documents named in section 32(1), second sentence, point 6(d) and (e). Where the interested acquirer is a legal person or a commercial partnership, it must state in the notification the facts material to assessing the reliability of its legal or statutory representatives or personally liable partners. The holder of a significant holding must notify the Federal Institute and the Deutsche Bundesbank without delay of every newly appointed legal or statutory representative or new personally liable partner, together with the facts material to assessing that person's reliability. The holder of a significant holding must further notify the Federal Institute and the Deutsche Bundesbank without delay where it intends, alone or in concert with other persons or undertakings, to increase the amount of the significant holding so that the thresholds of 20 percent, 30 percent, or 50 percent of the voting rights or of the capital are reached or exceeded, or so that the institution comes under its control. A person who unintentionally acquires a significant holding in an institution, or increases a significant holding so that the thresholds of 20 percent, 30 percent, or 50 percent of the voting rights or of the capital are reached or exceeded, or increases a significant holding so that the institution comes under its control, must notify this to the Federal Institute and the Deutsche Bundesbank without delay, as soon as the person becomes aware of the acquisition or increase. This also applies where the person intends to reduce the holding so that it again falls below one of the thresholds, provided the holding is not reduced without delay after becoming aware of the acquisition or increase. The Federal Institute must confirm receipt of a complete notification under the first, sixth, or seventh sentence to the party subject to the notification duty, in writing or electronically, without delay, but no later than within ten working days of its receipt.
(1a) The Federal Institute must assess the notification under subsection (1) within 60 working days from the date of the letter in which it confirmed, in writing or electronically, receipt of the complete notification (assessment period). In the confirmation under subsection (1), ninth sentence, the Federal Institute must inform the party subject to the notification duty of the day on which the assessment period ends. Up to no later than the 50th working day within the assessment period, the Federal Institute may, in writing or electronically, request further information necessary to complete the assessment. The request is made in writing or electronically, stating the additional information required. The Federal Institute must confirm receipt of the further information to the party subject to the notification duty, in writing or electronically, without delay, but no later than within ten working days of its receipt. The assessment period is suspended from the time the further information is requested until it is received by the Federal Institute. In the case of a suspension under the sixth sentence, the assessment period is at most 80 working days. The Federal Institute may request additions or clarifications to this information; this does not lead to a further suspension of the assessment period. By way of derogation from the seventh sentence, the assessment period may, in the case of a suspension, be extended to at most 90 working days where the party subject to the notification duty
1. is resident or supervised outside the European Economic Area, or
2. is a natural person or an undertaking that is not subject to supervision under
a) Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (OJ L 302, 17.11.2009, p. 32; L 269, 13.10.2010, p. 27), as last amended by Directive (EU) 2019/2162 (OJ L 328, 18.12.2019, p. 29),
b) Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (OJ L 335, 17.12.2009, p. 1; L 219, 25.7.2014, p. 66; L 108, 28.4.2015, p. 8), as last amended by Directive (EU) 2018/843 (OJ L 156, 19.6.2018, p. 43),
c) 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, 12.6.2014, p. 349; L 74, 18.3.2015, p. 38; L 188, 13.7.2016, p. 28; L 273, 8.10.2016, p. 35; L 64, 10.3.2017, p. 116; L 278, 27.10.2017, p. 56), as last amended by Directive (EU) 2019/2115 (OJ L 320, 11.12.2019, p. 1), or
d) Directive 2013/36/EU. Where the interested acquirer is simultaneously being assessed by the supervisory authority under the first sentence on the basis of an application under section 2f, or, in the cases under section 8(3), third sentence, by a competent authority in a state of the European Economic Area on the basis of an application under Article 21a of Directive 2013/36/EU, as amended on 27 November 2024, the assessment period is interrupted until the procedure under section 2f or Article 21a of Directive 2013/36/EU, as amended on 27 November 2024, is concluded. Insofar as the notification concerns the acquisition of a significant holding in a CRR credit institution, the Federal Institute, after completing its assessment, submits a draft decision to the European Central Bank under Article 15(2) of Regulation (EU) No 1024/2013. Subsection (1b) applies correspondingly to this draft decision of the Federal Institute.
(1b) In the cases under subsection (1), first or sixth sentence, the supervisory authority may, within the assessment period, prohibit the intended acquisition of the significant holding or its increase, where facts justify the assumption that
1. the party subject to the notification duty, or, where it is a legal person, also a legal or statutory representative, or, where it is a commercial partnership, also a partner, is not reliable, or, for other reasons, does not meet the standards required in the interest of the sound and prudent management of the institution; this also applies, in case of doubt, where facts justify the assumption that the person raised the funds used to acquire the significant holding through an act that objectively fulfils the elements of a criminal offence;
2. the institution will not be able, or will not remain able, to comply with the supervisory requirements, in particular under
a) Directive 2013/36/EU, as amended on 27 November 2024,
b) Regulation (EU) No 575/2013, as amended on 17 June 2025,
c) Directive 2014/65/EU, as amended on 28 February 2024,
d) Directive 2009/110/EC, as amended on 25 November 2015,
e) Directive (EU) 2015/2366, as amended on 13 March 2024, and
f) Directive 2002/87/EC, as amended on 13 December 2023, or the institution would, through the establishment or increase of the significant holding, become integrated into a group of undertakings with the holder of the significant holding that, because of the structure of the network of holdings or inadequate economic transparency, impairs effective supervision of the institution, or an effective exchange of information between the competent authorities, or the determination of the allocation of responsibilities between them;
3. the institution would, through the establishment or increase of the significant holding, become a subsidiary undertaking of an institution with a registered office in a third country that is not effectively supervised in the state of its registered office or its head office, or whose competent supervisory authority is not willing to cooperate satisfactorily with the supervisory authority;
4. the future manager is not reliable or does not possess the necessary professional qualifications;
5. money laundering or the financing of terrorism, within the meaning of Article 1 of Directive (EU) 2015/849, as amended on 31 May 2024, is taking place, has taken place, or has been attempted, in connection with the intended acquisition or increase of the holding, or the acquisition or increase could increase the risk of such conduct; or
6. the party subject to the notification duty does not have the necessary financial soundness; this is in particular the case where the party subject to the notification duty, because of its capital resources or financial situation, cannot meet the particular requirements imposed by law on an institution's own funds and liquidity. The supervisory authority may also prohibit the acquisition or increase of the holding where the particulars under subsection (1), second or sixth sentence, or the information additionally requested under subsection (1a), third sentence, are incomplete or incorrect, or do not meet the requirements of the statutory instrument under section 24(4). In the cases under the first sentence, instead of prohibiting the intended acquisition of the significant holding or its intended increase, and in the cases under subsection (1), seventh sentence, within the assessment period, the supervisory authority may also issue orders to the party subject to the notification duty that are suitable and necessary to preclude the occurrence of the grounds for prohibition named in the first sentence, points 1 to 6. The supervisory authority may neither impose preconditions on the amount of the holding to be acquired or of the intended increase of the holding, nor may it, in its examination, have regard to the economic needs of the market. Where the supervisory authority decides, after completing its assessment, to prohibit the acquisition or increase of the holding, or to issue orders under the third sentence, it must communicate the decision to the party subject to the notification duty within two working days and within the assessment period, in writing or electronically, stating the reasons. Comments and reservations of the authorities competent for the party subject to the notification duty are to be reproduced in the decision. The prohibition may be imposed only on the grounds named in the first and second sentences; the order only on the grounds named in the first sentence. Completion of the acquisition or increase of the holding is prohibited until the expiry of the assessment period or an earlier written or electronic confirmation by the supervisory authority; the powers of the Federal Institute under subsection (2) remain unaffected. The supervisory authority may set a period after whose expiry the party subject to the notification duty must notify it of the completion or non-completion of the intended acquisition or increase. After the period expires, the party subject to the notification duty must submit the notification to the Federal Institute without delay.
(1c) In examining the ground for prohibition under section 2c(1b), first sentence, point 5, the supervisory authority consults the authorities responsible under Directive (EU) 2015/849, as amended on 31 May 2024, for the supervision of credit institutions. The supervisory authority may raise objections to the intended acquisition where, in the supervisory authority's assessment, the interested acquirer is not able to meet the requirements of the system for combating money laundering and the financing of terrorism, and where the acquirer is resident in a third country
1. that is listed as a high-risk third country under Article 9 of Directive (EU) 2015/849, as amended on 31 May 2024, or
2. that is subject to restrictive measures of the Union. A negative opinion of the consulted authorities that is received by the supervisory authority within 30 working days of the date of the supervisory authority's original consultation is duly taken into account by the supervisory authority in assessing the intended acquisition and may constitute a justified ground for prohibition.
(2) The supervisory authority may prohibit the holder of a significant holding, and the undertakings establishing its significant holding, from exercising the voting rights, and may order that the interests may be disposed of only with its consent, where
1. the conditions for a prohibition order under subsection (1b), first or second sentence, are met,
2. the holder of the significant holding has failed to comply with its duty under subsection (1) to inform the Federal Institute and the Deutsche Bundesbank in advance or without delay, and has not made good this omission within the period set,
3. the holding has been acquired or increased in contravention of an enforceable prohibition under subsection (1b), first or second sentence,
4. the holder of the significant holding has completed the acquisition or increase of the holding within the assessment period under subsection (1a), or
5. the holder of the significant holding has failed to comply with an enforceable order under subsection (1b), third sentence. In the case of a prohibition under the first sentence, the court at the seat of the institution, on the application of the Federal Institute, the institution, or a person holding an interest in it, appoints a trustee to whom it transfers the exercise of the voting rights. In exercising the voting rights, the trustee must have regard to the interests of the sound and prudent management of the institution. Beyond the measures under the first sentence, the Federal Institute may instruct the trustee to sell the interests, insofar as they establish a significant holding, where the holder of the significant holding does not, within a reasonable period set by the Federal Institute, demonstrate to it a reliable acquirer; the holders of the interests must cooperate in the disposal to the extent necessary. Where the conditions of the first sentence have ceased to apply, the Federal Institute must apply for the revocation of the trustee's appointment. The trustee is entitled to reimbursement of reasonable expenses and to remuneration for its activity. The court determines the expenses and the remuneration on the trustee's application; a further appeal on a point of law against the determination of remuneration is excluded. The institution and the affected holder of the significant holding are jointly and severally liable for the costs arising from the appointment of the trustee, the expenses to be granted to the trustee, and the remuneration. The Federal Institute advances the expenses and the remuneration. In the case of negligent conduct, the trustee's liability to pay compensation is limited to EUR 1 million. Where a stock corporation is concerned whose shares are admitted to trading on the regulated market, the liability to pay compensation is limited to EUR 50 million.
(2a) In the cases under subsection (2), the supervisory authority may also order an undertaking establishing the significant holding not to follow the instructions of a holder of a significant holding who holds an interest in the establishing undertaking.
(3) A person who intends to relinquish a significant holding in an institution, or to reduce the amount of its significant holding below the thresholds of 20 percent, 30 percent, or 50 percent of the voting rights or of the capital, or to alter the holding so that the institution is no longer a controlled undertaking, must notify this to the Federal Institute and the Deutsche Bundesbank without delay. The same applies where the holder of a significant holding in an institution unintentionally relinquishes its significant holding, or reduces the amount of its significant holding below the thresholds of 20 percent, 30 percent, or 50 percent of the voting rights or of the capital, or alters the holding so that the institution is no longer a controlled undertaking. In doing so, the intended remaining amount of the holding must be stated. The Federal Institute may set a period after whose expiry the person or commercial partnership that made the notification under the first sentence must notify it of the completion or non-completion of the intended reduction or alteration. After the period expires, the person or commercial partnership that made the notification under the first sentence must submit the notification to the Federal Institute without delay.
(4) The provisions of section 2h remain unaffected. Where the assessment period under section 2h ends later than the assessment period under subsection (1a), the latter is extended correspondingly.