Source: OJ L, 2025/414, 31.3.2025Current language: EN
- Markets in crypto-assets
Crypto-asset service provider
- RTS on acquisition of qualified holding in CASP
Article 3 Additional information relating to the proposed acquirer that is a legal person
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)Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC (OJ L 157, 9.6.2006, p. 87, ELI: http://data.europa.eu/eli/dir/2006/43/oj).:
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.
Relevant recitals
Recital 1 Notification duty for proposed acquirers
In accordance with Article 83(1) of Regulation (EU) 2023/1114, a proposed acquirer of a qualifying holding in a crypto-asset service provider is to submit to the competent authority the detailed information that is necessary for the prudential assessment of the proposed acquisition, at the time of the notification of the proposed acquisition or increase of the qualifying holding.
Recital 4 Beneficial owners and directors of legal persons
Where the proposed acquirer is a legal person, information on the identity of the ultimate beneficial owners and on the reputation and experience, over the last 10 years, of the persons who effectively direct the business of the proposed acquirer is also necessary to perform the prudential assessment. Therefore, the proposed acquirer should submit that information to competent authorities.
Recital 9 Undertakings under control and qualifying shareholders
Where the proposed acquirer is a legal person, it is necessary to obtain information in relation to any undertaking under the proposed acquirer’s control, and any shareholder with a qualifying holding in the proposed acquirer, to provide the competent authority of the target entity with full information relevant to the assessment of reputation.
Recital 11 Disclosure of prior supervisory assessments
To ensure that the outcome of investigations run by other authorities are duly considered by the competent authority of the target entity when conducting its own assessment of the proposed acquirer, the proposed acquirer should provide information on whether an assessment as acquirer, or as a person that directs the business of any relevant entity has already been conducted by another competent authority or other authority, and, if so, the outcome of such assessment should be provided by the proposed acquirer.
Recital 16 Disclosure of potential conflicts of interest
It is important for the competent authority of the target entity to assess whether the existence of any potential conflict of interests could affect the financial soundness of the proposed acquirer and the sound and prudent management of the target entity. Therefore, proposed acquirers should provide information on the financial and non-financial interests or relationships of the proposed acquirer with any shareholders or directors or members of the management body of the target entity or person entitled to exercise voting rights in the target entity, or with the target entity itself or its group.
Recital 17 Additional information for complex legal structures
The submission of additional information is necessary where the proposed acquirer is a legal person. That additional information should allow the competent authority of the target entity to complete the assessment of the proposed acquisition, including in cases where the legal and group structures involved may be complex and may necessitate detailed review in relation to reputation, potential action in concert with other parties, and the ability of the competent authority of the target entity to continue effective supervision of the target entity.
Recital 18 Third-country acquirers and legal regime assessment
Where the proposed acquirer is an entity established in a third country or is part of a group whose direct or ultimate parent undertaking is established outside the Union, additional information should be provided so that the competent authority of the target entity can assess that the legal regime of the third country does not provide obstacles to the ability of the target entity to comply with the prudential requirements, and is able to ascertain the proposed acquirer’s reputation in that third country.
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.
- 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;