Source: OJ L, 2025/413, 31.3.2025
Current language: EN
Article 1 General information relating to the proposed acquirer
Where the proposed acquirer is a natural person, the proposed acquirer shall provide to the competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; of the target entity the following identification information:
all the following personal details:
name and, if different, name at birth;
the date and place of birth;
nationality or nationalities;
personal national identification number, where available;
current place of residence, address and contact details, and any other place of residence in the past 10 years;
a copy of an official identity document;
the name and contact details of the principal professional adviser, if any, used to prepare the notification;
a detailed curriculum vitae, stating the relevant education and training, and any professional experience in managing holdings in companies, any management experience, any professional activities or other relevant functions currently performed, and any previous professional experience relevant to financial services, crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; or other digital assets, distributed ledger technologyor ‘DLT’ means a technology that enables the operation and use of distributed ledgers; (DLT), information technology, cybersecurity, and digital innovation.
Where the proposed acquirer is a legal person, the proposed acquirer shall provide to the competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; of the target entity the following information:
name of the legal person;
the name and contact details of the principal professional adviser, if any, used to prepare the notification;
where the legal person is registered in a national business register referred to in Article 16 of Directive (EU) 2017/1132 of the European Parliament and of the Council(7)Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (OJ L 169, 30.6.2017, p. 46, ELI: http://data.europa.eu/eli/dir/2017/1132/oj)., the name of the register in which that legal person is registered, the registration number or an equivalent means of identification in that register and a copy of the registration certificate;
an identifier as referred to in Article 14 of the Commission Delegated Regulation establishing technical standards adopted pursuant to Article 68(10), first subparagraph, point (b), of Regulation (EU) 2023/1114;
the addresses of the registered office of the legal person and, where different, of its head office, and principal place of business;
contact details of the person within the proposed acquirer to contact regarding the notification;
corporate documents or agreements governing the legal person and a summary explanation of the main legal features of the legal form of the legal person, and an up-to-date overview of its business activity;
whether the legal person has ever been or is regulated by a competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; in the financial services sector or other government body and the name of such competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; or other government body;
where the legal person is an obliged entity as referred to in Article 2 of Directive (EU) 2015/849 of the European Parliament and of the Council(8)Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC (OJ L 141, 5.6.2015, p. 73, ELI: http://data.europa.eu/eli/dir/2015/849/oj)., the applicable anti-money laundering and counter terrorist-financing policies and procedures;
a complete list of the persons that effectively direct the business of the proposed acquirer and, in respect of each such person, the name, date and place of birth, address, contact details, a copy of the official identity document, the national identification number where available, the detailed curriculum vitae stating relevant education and training, the previous professional experience, and the professional activities or other relevant functions currently performed, including professional experience in managing holdings in companies, in financial services, crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; or other digital assets, DLT, information technology, cybersecurity or digital innovation, together with the information referred to in Article 2(1), points (a) to (c);
the identity of all persons that are ultimate beneficial owners of the legal persons within the meaning of Article 3(6), points (a)(i) or Article 3(6), point (c), of Directive (EU) 2015/849, and in respect of each such person, the name, date and place of birth, address, contact details, and, where available, the national identification number, together with the information referred to in Article 2(1), points (a) to (c) of this Regulation.
For legal persons under the scope of Directive (EU) 2017/1132, the information under points (a) and (e) shall match the one filed in the national business register referred to in Article 16 of Directive (EU) 2017/1132.
Where the proposed acquirer is a trust, the proposed acquirer shall provide to the competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; of the target entity the following information:
the identity of all trustees who manage assets under the terms of the trust document, including in respect of each such person, the date and place of birth, address, contact details, a copy of the official identity document, the national identification number, where available, the detailed curriculum vitae stating relevant education and training, the previous professional experience, and the professional activities or other relevant functions currently performed, including professional experience in managing holdings in companies, in financial services, crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; or other digital assets, DLT, information technology, cybersecurity or digital innovation, together with the information referred to in Article 2(1), points (a) to (c);
the identity of each person who is a settlor, a beneficiary or a protector (where applicable) of the trust property, including the date and place of birth, address, contact details, copy of the official identity document, and, where applicable, their respective shares in the distribution of income generated by the trust property;
a copy of any document establishing and governing the trust;
a description of the main legal features of the trust and its functioning, and an up-to-date overview of its business activity, and type and value of the trust property;
a description of the investment policy of the trust and possible restrictions on investments, including information on the factors influencing investment decisions and the exit strategy in relation to the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
the information referred to in paragraph 2, point (i).
Where the proposed acquirer is an alternative investment fund (AIF) within the meaning of Article 4(1), point (a), of Directive 2011/61/EU, or an undertaking for collective investment in transferable securities (UCITS) authorised in accordance with Article 5 of Directive 2009/65/EC, its alternative investment fund managermeans an AIFM as defined in Article 4(1), point (b), of Directive 2011/61/EU of the European Parliament and of the Council(34) Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (OJ L 174, 1.7.2011, p. 1).; (AIFM) or the AIF in the case of an internally-managed AIF, or its UCITS management companymeans a management company as defined in Article 2(1), point (b), of Directive 2009/65/EC of the European Parliament and of the Council(33) 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).; or the UCITS investment company in the case of a self-managed UCITS, shall provide to the competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; of the target entity the following information:
details of the investment policy and any restrictions on investments, including information on the factors influencing investment decisions, and of exit strategies;
the identity and position of the persons responsible, whether individually or as a committee, for determining and making the investment decisions for the AIF or UCITS, and a copy of any contract in case of delegation of portfolio management to a third party or, where applicable, terms of reference of the committee, and for each such person, the date and place of birth, address, contact details, a copy of their official identity document, the national identification number, where available, the detailed curriculum vitae stating relevant education and training, the previous professional experience, and the professional activities or other relevant functions currently performed, together with the information referred to in Article 2(1), points (a) to (c);
the information referred to in paragraph 2, point (i);
a description of the performance of qualifying holdingsmeans any direct or indirect holding in an issuer of asset-referenced tokens or in a crypto-asset service provider which represents at least 10 % of the capital or of the voting rights, as set out in Articles 9 and 10 of Directive 2004/109/EC of the European Parliament and of the Council(32) Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38)., respectively, taking into account the conditions for the aggregation thereof laid down in Article 12(4) and (5) of that Directive, or which makes it possible to exercise a significant influence over the management of the issuer of asset-referenced tokens or the management of the crypto-asset service provider in which that holding subsists; previously acquired by the AIFM or UCITS management companymeans a management company as defined in Article 2(1), point (b), of Directive 2009/65/EC of the European Parliament and of the Council(33) 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).; on behalf of the AIFs or UCITS they manage or by the AIF or self-managed UCITS investment company in the last 3 years in other similar firms or in firms providing services in relation to crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; or issuing crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;, indicating whether the acquisition of such qualifying holdingsmeans any direct or indirect holding in an issuer of asset-referenced tokens or in a crypto-asset service provider which represents at least 10 % of the capital or of the voting rights, as set out in Articles 9 and 10 of Directive 2004/109/EC of the European Parliament and of the Council(32) Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38)., respectively, taking into account the conditions for the aggregation thereof laid down in Article 12(4) and (5) of that Directive, or which makes it possible to exercise a significant influence over the management of the issuer of asset-referenced tokens or the management of the crypto-asset service provider in which that holding subsists; was approved by a competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; and, if so, the identity of that competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens;.
Where the proposed acquirer is a sovereign wealth fund, the proposed acquirer shall provide the competent authoritymeans one or more authorities:designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens; of the target entity with the following information:
the name of the ministry, government department or other public body in charge of determining the investment policy of the sovereign wealth fund;
details of the investment policy of the sovereign wealth fund and any restrictions on investment;
the names and positions of the persons in high-level administrative position in the ministry, government department or other public body that are in charge of determining the investment policy and that are responsible for making the investment decisions for the sovereign wealth fund, and for each such person the date and place of birth, address, contact details, a copy of the official identity document, the national identification number where available, the detailed curriculum vitae stating relevant education and training, the previous professional experience, and the professional activities or other relevant functions currently performed, including professional experience in managing holdings in companies, in financial services, crypto-assetsmeans a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology; or other digital assets, DLT, information technology, cybersecurity or digital innovation, together with the information referred to in Article 2(1), points (a) to (c);
details of any influence exerted by the ministry, government department or other public body referred to in point (a) on the day-to-day operations of the sovereign wealth fund;
the information referred to in paragraph 2, point (i), where applicable.
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