Source: OJ L, 2025/413, 31.3.2025Current language: EN
Article 2 Additional information relating to the proposed acquirer that is a natural person
Summary What does Article 2 of the RTS on acquisition of qualified holding in ART issuer say?
Building directly on the identification information required under Article 1, this article sets out the additional substantive disclosures that a natural person proposed acquirer must provide to the competent authority.
The article has two distinct focuses: first, a comprehensive integrity and financial soundness assessment, requiring the individual to disclose their full regulatory, legal, and financial history — covering everything from criminal records and insolvency proceedings to prior regulatory sanctions and current financial position, covering both themselves and any undertakings they direct or control over the past 10 years.
Second, the article requires a thorough conflict of interest disclosure, mapping out the proposed acquirer's financial and non-financial relationships with key parties connected to the target entity, including shareholders, voting rights holders, management body members, and politically exposed persons, along with proposed methods for managing any conflicts identified.
Important points:
- Natural person proposed acquirers must disclose a broad range of past and present integrity-related information, including criminal proceedings, sanctions, insolvency events, and regulatory actions, covering both themselves and undertakings they have directed or controlled over the last 10 years.
- Official certificates or equivalent documents supporting the absence of certain negative events must have been issued within 3 months before the notification is submitted.
- Disclose all financial and non-financial interests and relationships with parties connected to the target entity, including any links to politically exposed persons, and provide proposed methods for managing any conflicts of interest that arise.
Springlex's summary of the article, a reading aid, not a substitute for the legal text.
In addition to the information referred to in Article 1(1), the proposed acquirer that is a natural person shall provide to the competent authority of the target entity all of the following:
in respect of the proposed acquirer and of any undertaking directed or controlled by the proposed acquirer over the last 10 years, a statement containing the following information:
subject to national legislative requirements concerning the disclosure of spent convictions, information on the absence of any criminal convictions or criminal proceedings where that person has been found against and which were not set aside;
information about any civil or administrative decisions concerning that person that are relevant for the assessment of the acquisition of the qualifying holding in the issuer of the asset-referenced token, and any administrative sanctions or measures that were imposed as a consequence of a breach of laws or regulations, including disqualification as a company director, in each case which was not set aside and against which no appeal is pending or may be filed, and of criminal convictions in respect of which information shall also be provided for rulings still subject to appeal;
any bankruptcy, insolvency or similar procedures;
any pending criminal investigations or procedures, including relating to precautionary measures;
any civil, administrative investigations, enforcement proceedings, sanctions or other enforcement decisions against the person concerning matters which may reasonably be considered to be relevant to the assessment of the acquisition of the qualifying holding in the issuer of asset-referenced tokens;
any refusal of registration, authorisation, membership or licence to carry out trade, business or a profession;
any withdrawal, revocation or termination of a registration, authorisation, membership or licence to carry out a trade, business or a profession;
any expulsion by a regulatory or government body or by a professional body or association;
any position of responsibility within an entity subject to any criminal conviction or civil or administrative penalty or other civil or administrative measure that is relevant for the assessment of the acquisition of the qualifying holding in the issuer of the asset-referenced token taken by any authority or any on-going investigation, in each case for conduct failings, including in respect of fraud, dishonesty, corruption, money laundering, terrorist financing or other financial crime or of failure to put in place adequate policies and procedures to prevent such events, held at the time when the alleged conduct occurred, together with details of such occurrences and of the involvement, if any, in them;
any dismissal from employment or a position of trust, any removal from a fiduciary relationship, save as a result of the relationship concerned coming to an end by passage of time, and any similar situation;
where such documents exist, an official certificate or any other equivalent document, or where such documents do not exist, any reliable source of information, concerning the absence of any of the events referred to in point (a), points (i) to (v) in respect of that person;
where another supervisory authority has already assessed the person concerned, the identity of that authority, the date of that assessment and evidence of the outcome of that assessment;
information on the current financial position of the person, including details concerning sources of revenues, assets and liabilities, security interests and guarantees, whether granted or received;
a description of the current business activities of the person and of any undertaking which the person directs or controls;
financial information, including credit ratings and publicly available reports on any undertakings directed or controlled by the person.
For the purposes of point (b), official records, certificates and documents shall have been issued within 3 months before the submission of the notification.
In addition to the information referred to in Article 1(1), the proposed acquirer that is a natural person shall also provide to the competent authority of the target entity all of the following:
a description of the financial interests of the person, and of any non-financial interests of the person with any of the following natural or legal persons:
any other current shareholder or member of the target entity;
any person entitled to exercise voting rights of the target entity in any of the following cases or combination thereof:
voting rights held by a third party with whom that person has concluded an agreement that obliges them to adopt, by concerted exercise of the voting rights held by them, a lasting common policy towards the management body of the target entity concerned;
voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights concerned;
voting rights attached to shares that are lodged as collateral with that person, provided the person controls the voting rights and declares his or her intention of exercising those voting rights;
voting rights attached to shares in which that person has the life interest;
voting rights that are held, or may be exercised as referred to in points (1) to (4) by an undertaking controlled by that person;
voting rights attached to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders;
voting rights held by a third party in its own name on behalf of that person;
voting rights which that person may exercise as a proxy where the person or entity can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders;
any person that is a member of the management body of the target entity;
the target entity itself or any other member of its group;
to the extent any conflict of interest arises from the relationships referred to in point (a), proposed methods for managing such conflict;
a description of any links to politically exposed persons within the meaning of Article 3(9) of Directive (EU) 2015/849;
any other interests or activities of the person that may be in conflict with those of the target entity and proposed methods for managing those conflicts of interest.
For the purposes of point (a), credit operations, guarantees and security interests, whether granted or received, including relating to crypto-assets or other digital assets, shall be deemed to be part of financial interests, whereas family or close relationships shall be deemed to be part of non-financial interests.
Springlex and this text is meant purely as a documentation tool and has no legal effect. No liability is assumed for its content. The authentic version of this act is the one published in the Official Journal of the European Union.
Definition
placing of crypto-assets
Definition
official currency
Definition
qualifying holding
Definition
distributed ledger
Definition
reception and transmission of orders for crypto-assets on behalf of clients
Definition
exchange of crypto-assets for funds
Definition
consensus mechanism
Definition
operation of a trading platform for crypto-assets
Definition
e-money token
Definition
crypto-asset service
- providing custody and administration of crypto-assets on behalf of clients;
- operation of a trading platform for crypto-assets;
- exchange of crypto-assets for funds;
- exchange of crypto-assets for other crypto-assets;
- execution of orders for crypto-assets on behalf of clients;
- placing of crypto-assets;
- reception and transmission of orders for crypto-assets on behalf of clients;
- providing advice on crypto-assets;
- providing portfolio management on crypto-assets;
- providing transfer services for crypto-assets on behalf of clients;
Definition
offer to the public
Definition
providing advice on crypto-assets
Definition
offeror
Definition
execution of orders for crypto-assets on behalf of clients
Definition
management body
Definition
crypto-asset service provider
Definition
crypto-asset
Definition
DLT network node
Definition
funds
Definition
client
Definition
asset-referenced token
Definition
issuer
Definition
exchange of crypto-assets for other crypto-assets
Definition
electronic money token
Definition
providing custody and administration of crypto-assets on behalf of clients
Definition
providing transfer services for crypto-assets on behalf of clients
Definition
distributed ledger technology
Definition
competent authority
- 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;