Source: OJ L, 2025/413, 31.3.2025Current language: EN
Article 3 Additional information relating to the proposed acquirer that is a legal person
Summary What does Article 3 of the RTS on acquisition of qualified holding in ART issuer say?
This article builds directly on Articles 1 and 2 by setting out the additional information requirements that apply specifically to proposed acquirers that are legal persons.
Beyond the baseline identification details required by Article 1, and the integrity and conflict of interest information drawn across from Article 2, this article demands a much broader picture of the legal person's corporate structure, financial health, and relationships.
It covers everything from shareholding structure and group organisational charts to conflict of interest disclosures and audited financial statements.
A notable additional layer applies to legal persons headquartered outside the EU, who must also provide evidence of their regulatory standing in their home jurisdiction and information on that country's anti-money laundering regime.
Important points:
- As a legal person proposing an acquisition, provide a full picture of your shareholding structure, group relationships, and any financial or non-financial interests that could give rise to conflicts of interest with the target entity, along with proposed methods for managing those conflicts.
- Submit audited annual financial statements for the last 3 financial years; if you are a newly established entity, provide a current financial summary and 3-year forecasts including base case and stress scenario assumptions.
- Legal persons with a head office in a third country are required to submit additional information, including a certificate of good standing from the relevant third-country supervisory authority and an overview of that country's anti-money laundering and counter-terrorist financing regulatory framework.
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(2), the proposed acquirer that is a legal person shall also provide to the competent authority of the target entity all of the following:
the information referred to in:
Article 2(1), points (a)(i) to (a)(x) and point (b),in relation to the legal person and any undertaking under the legal person’s control;
Article 2(1), point (c) in relation to the legal person itself;
Article 2(1), point (e) in relation to the legal person itself;
Article 2(1), point (f) in relation to the legal person itself, any member of the management body in their executive function of the legal person or any undertaking under the legal person’s control;
a description of financial interests and non-financial interests or relationships of the proposed acquirer, or, where applicable, the group to which the proposed acquirer belongs, and the persons that effectively direct its business with:
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 or entity controls the voting rights and declares its 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 can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders;
any politically exposed person within the meaning of Article 3, point (9), of Directive (EU) 2015/849;
any person that is, according to national legislation, a member of the administrative, management or supervisory body, or of the senior management 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 (b), proposed methods for managing such conflicts;
information on any other interests or activities of the proposed acquirer that may be in conflict with interests or activities of the target entity and possible solutions for managing those conflicts of interest;
the shareholding structure of the proposed acquirer, with the identity of all shareholders exerting significant influence and their respective share of capital and voting rights including information on any shareholders agreements;
where the proposed acquirer is part of a group, as a subsidiary or as a parent company, a detailed organisational chart of the group structure and information on the share of capital and voting rights of shareholders with significant influence of the entities of the group and on the activities currently performed by the entities of the group;
where the proposed acquirer is part of a group as a subsidiary or as the parent company, information on the relationships between the financial and the non-financial entities of the group;
identification of any credit institution, payment institution or e-money institution, assurance, insurance or re-insurance undertaking, collective investment undertakings and their managers or investment firm within the group, and the names of the relevant supervisory authorities;
annual financial statements, at individual level and, where applicable, at consolidated and sub-consolidated levels, for the last 3 financial years, where the legal person has been in operation for that period, or such shorter period for which the legal person has been in operation and financial statements were prepared.
For the purposes of point (b), 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.
The proposed acquirer shall submit annual financial statements referred to in paragraph 1, point (i), including each of the following items, and where applicable approved by the statutory auditor or audit firm within the meaning of Article 2, points (2) and (3), respectively, of Directive 2006/43/EC of the European Parliament and of the Council(9):
the balance sheet;
the profit and loss accounts or income statements;
the annual reports and financial annexes and any other documents registered with the registry or competent authority of the legal person;
where the proposed acquirer is a newly set-up legal person or entity, in the absence of any financial statements, an updated summary as close as possible to the date of notification, of the financial situation of the proposed acquirer, as well as the financial forecasts for the next 3 years, and the planning assumptions used in base case and stress scenario.
The proposed acquirer that is a legal person and has its head office in a third country shall, in addition to the information referred to in paragraph 1, provide to the competent authority of the target entity all of the following information:
where the legal person is supervised by an authority of a third country in the financial services sector:
a certificate of good standing, or equivalent where not available, from such third country authority in relation to the legal person;
where that authority issues such declarations, the declaration that there are no obstacles or limitations to the provision of information necessary for the supervision of the target entity;
general information about the regulatory regime of that third country as applicable to the legal person, including information on the extent to which the third country’s anti-money laundering and counter-terrorist financing regime is consistent with the recommendations of the Financial Action Task Force.
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
payment institution
Definition
official currency
Definition
distributed ledger
Definition
reception and transmission of orders for crypto-assets on behalf of clients
Definition
exchange of crypto-assets for funds
Definition
investment firm
Definition
credit institution
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;
Footnote 9