Reform of the Holder Control Regulation (Inhaberkontrollverordnung)
On 24 November 2025, the “Regulation on the Simplification of Holder Control Procedures and Certain Notifications of Individuals” (Verordnung zur Vereinfachung von Inhaberkontrollverfahren und bestimmter Personenanzeigen), the equivalent to the regime for “persons with significant control” in the UK, entered into force. With this, BaFin has taken another step towards modernising German financial supervisory law and making it less bureaucratic.
The amendments primarily affect the Holder Control Regulation (Inhaberkontrollverordnung, or “InhKontrollV”) as well as the Notification Regulation (Anzeigenverordnung, or “AnzV”) and are aimed at a tangible simplification and acceleration of the relevant procedures.
Background
The identification of a shareholder with a qualifying holding is a central element of financial market supervision and serves to ensure the reliability and integrity of shareholders in regulated entities.
However, the previous procedures were widely regarded as overly bureaucratic and complex. BaFin’s reform addresses these criticisms by focusing on digitalisation, reducing administrative burdens, and placing greater emphasis on risk-relevant aspects.
Key Amendments
1. Electronic Submission of Notifications and Documents
BaFin and the Deutsche Bundesbank may now require notifications and supporting documents to be submitted electronically. The relevant submission channels will be published on the authorities’ websites.
It remains to be seen how swiftly this long-awaited option will be implemented. Provided that subsequent processing is also conducted electronically, this would significantly expedite the handling of notifications.
2. Simplified Evidence Requirements
For legal entities domiciled in Germany, the obligation to provide officially certified or notarised copies of documents is waived, provided such documents are retrievable from the electronic commercial register. A simple copy will suffice. This not only accelerates the process but also reduces the administrative burden for the notifier, especially as the data has already been validated through the commercial register entry.
3. Certificates of Good Conduct and Central Trade Register Extracts
Regrettably, there is no substantial change regarding the submission of certificates of good conduct (Führungszeugnisse). Natural persons must still provide a certificate of good conduct that is no more than three months old at the time of submission. This three-month period has already been applied by BaFin in the past and therefore does not constitute a genuine innovation.
For individuals residing or holding citizenship abroad, equivalent documents from the country of origin or residence must be submitted.
Where there have been multiple residences in the past ten years, evidence from all relevant countries is required.
The obligation to submit an extract from the Central Trade Register (Gewerbezentralregister) now only applies if the individual has resided or worked in Germany within the last ten years.
4. Curriculum Vitae and Signature
The requirement for handwritten signatures on notifications and CVs has been abolished. This particularly facilitates digital submission and international cooperation.
5. Reuse of Documents
Documents that have already been submitted and remain current do not need to be resubmitted, provided they are still held by the authority and the information remains accurate. Exceptions apply only in the event of changes or if the documents are no longer available.
6. Facilitations for Group-Affiliated Companies
Indirect acquirers who are not at the top of a group structure are only required to submit additional documents upon request. There are also simplifications for intra-group acquisitions and transactions within corporate groups. BaFin may also waive the submission of documents if the target entity is in liquidation.
7. Amendments to the Notification Regulation
The Notification Regulation has also been amended, particularly with regard to the requirements for certificates of good conduct, CVs, and register extracts.
Conclusion
From a practical perspective, the reform of the Holder Control Regulation is to be welcomed, as it simplifies and modernises the relevant procedures. The digitalisation of processes, the reduction of evidentiary requirements, and the facilitations for group-affiliated companies are all positive developments.
However, the reforms do not go far enough in substance. This is not necessarily due to German bureaucracy, but rather to the lack of harmonisation of required information at the international level. The focus on risk-relevant aspects remains, ensuring that the level of protection for financial market stability is not compromised. BaFin is thus sending a clear signal in favour of a future-oriented and efficient financial market.
Practical Recommendations:
- Make early use of the new electronic submission channels and observe the specific requirements of BaFin and the Bundesbank.
- For intra-group transactions, assess whether documents are still required or whether submission can be dispensed with.
- Keep track of the deadlines for certificates of good conduct and the requirements applicable to international matters.
