Art. 1 General information relating to the proposed acquirer | RTS on acquisition of qualified holding in ART issuer | MiCA

This is a foundational article that establishes the baseline identification information that any proposed acquirer must submit to the competent authority of a target entity when notifying of an intended qualifying holding acquisition.

It is notably comprehensive, setting out tailored disclosure requirements depending on the legal form of the proposed acquirer — covering natural persons, legal persons, trusts, AIFs and UCITS, and sovereign wealth funds.

The common thread across all categories is the need to identify who is behind the acquisition, their relevant experience, and their relationship to any governing or supervisory body.

Later articles in this regulation build directly on these identification requirements by adding further layers of information, such as reputation, financial soundness, and acquisition strategy.

Important points:

Provide identification information to the competent authority of the target entity, with the specific requirements varying depending on whether the proposed acquirer is a natural person, legal person, trust, AIF/UCITS, or sovereign wealth fund.
For legal persons, disclosure must extend beyond the entity itself to cover persons who effectively direct the business and all ultimate beneficial owners.
For all acquirer types, relevant professional experience must include background in financial services, crypto-assets, DLT, information technology, cybersecurity, and digital innovation.

1. Where the proposed acquirer is a natural person, the proposed acquirer shall provide to the competent authority of the target entity the following identification information:
  1. 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;
  2. 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-assets or other digital assets, distributed ledger technology (DLT), information technology, cybersecurity, and digital innovation.
1. Where the proposed acquirer is a legal person, the proposed acquirer shall provide to the competent authority of the target entity the following information:
  1. name of the legal person;
  2. the name and contact details of the principal professional adviser, if any, used to prepare the notification;
  3. 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), 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;
  4. 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;
  5. the addresses of the registered office of the legal person and, where different, of its head office, and principal place of business;
  6. contact details of the person within the proposed acquirer to contact regarding the notification;
  7. 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;
  8. whether the legal person has ever been or is regulated by a competent authority in the financial services sector or other government body and the name of such competent authority or other government body;
  9. 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), the applicable anti-money laundering and counter terrorist-financing policies and procedures;
  10. 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-assets 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);
  11. 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.
2. 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.
1. Where the proposed acquirer is a trust, the proposed acquirer shall provide to the competent authority of the target entity the following information:
  1. 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-assets 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);
  2. 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;
  3. a copy of any document establishing and governing the trust;
  4. 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;
  5. 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 issuer of asset-referenced tokens;
  6. the information referred to in paragraph 2, point (i).
1. 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 manager (AIFM) or the AIF in the case of an internally-managed AIF, or its UCITS management company or the UCITS investment company in the case of a self-managed UCITS, shall provide to the competent authority of the target entity the following information:
  1. details of the investment policy and any restrictions on investments, including information on the factors influencing investment decisions, and of exit strategies;
  2. 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);
  3. the information referred to in paragraph 2, point (i);
  4. a description of the performance of qualifying holdings previously acquired by the AIFM or UCITS management company 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-assets or issuing crypto-assets, indicating whether the acquisition of such qualifying holdings was approved by a competent authority and, if so, the identity of that competent authority.
1. Where the proposed acquirer is a sovereign wealth fund, the proposed acquirer shall provide the competent authority of the target entity with the following information:
  1. the name of the ministry, government department or other public body in charge of determining the investment policy of the sovereign wealth fund;
  2. details of the investment policy of the sovereign wealth fund and any restrictions on investment;
  3. 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-assets 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);
  4. 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;
  5. the information referred to in paragraph 2, point (i), where applicable.