BaFin simplifies Ownership Control Ordinance
Adjustments concern the required documents and privileges of certain parties required to notify
The Federal Financial Supervisory Authority (BaFin) has simplified the Ownership Control Ordinance and the Notification Ordinance. The stated goal of the changes is to reduce bureaucratic hurdles. The changes potentially reduce the scope of documents that must be submitted by parties required to notify during the regulatory clearance of qualifying holdings.
After BaFin presented a draft “Ordinance on the Simplification of the Regulatory Clearance of Qualifying Holdings and Certain Personal Notifications” for consultation in May, the corresponding Ordinance came into force on November 25, 2025.
The regulatory clearance of qualifying holdings must be followed by companies or individuals who wish to acquire or divest a qualifying holding in certain regulated companies (or who reach, exceed, or fall below certain thresholds through the acquisition/divestiture of shares).
The changes now made by BaFin aim to simplify the process in two ways: On the one hand, the new ordinance contains general simplifications with regard to the documents to be submitted. For foreign police records, which regularly caused delays in the process in the past, the possibility of submitting “equivalent” documents has been introduced, or submission has been waived entirely if any entries would be apparent from European police records that have already been submitted. In addition to the elimination of the requirement to sign CVs, the requirement to submit certified documents has also been eliminated if these documents are available in the commercial register, thus reducing the effort associated with this formality.
On the other hand, the new regulation also contains extended options for waiving the submission of certain documents in special cases. For example, it is now no longer only possible to waive the resubmission of documents if they have been subject to a regulatory clearance of qualifying holdings in the last two years, but also if the content of documents submitted in the past is still accurate. Another privilege also applies to parties which will only indirectly hold shares in the target company and are a part of a group that contains another party required to notify, provided that the other group company with a direct holding submits a complete notification and the indirect shareholder is not on top of the group.
The amendments made by BaFin to the Ownership Control Ordinance (and comparable amendments to the Notification Ordinance) are a step in the right direction towards simplifying the regulatory clearance of qualifying holdings. Nevertheless, such a clearance will continue to involve a great deal of effort for the companies concerned, requiring careful preparation as not to jeopardize transactions.
