Simplified holder control procedures: New regulation effective from 25 November 2025

RegCORE Client Alert | German Regulatory Developments

Quick Take

On 25 November 2025, the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) published the Regulation on the Simplification of Ownership Control Procedures and Certain Notifications of Individuals (Regulation).• Federal Law Gazette Part I – Regulation on the Simplification of Holder Control Procedures and Certain Notifications of Individuals, available here.
• Publication on the BaFin website, available here.Show Footnote This follows the pan-European effort to simplify and streamline supervisory law.See, for example, the European Banking Authority's report with proposals on the efficiency of the regulatory framework, available here.Show Footnote

The Regulation leads to changes in the Holder Control Regulation (Inhaberkontrollverordnung – InhKontrollV)Holder Control Regulation, available here.Show Footnote and the Regulation Concerning Reports and the Submission of Documentation under the Banking Act (Anzeigenverordnung – AnzV)Regulation Concerning Reports and the Submission of Documentation under the Banking Act, available here.Show Footnote, with the changes in the InhKontrollV being more extensive. The InhKontrollV applies to institutions that intend to acquire a qualifed holdingA significant holding is a qualifying holding pursuant to Sect. 1 para. 9 KWG in conjunction with Art. 4 para. 1 no. 36 of Regulation (EU) No. 575/2013, the direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking.Show Footnote in, for example, a credit institution, financial services institution or insurance company (see also Sect. 1 InhKontrollV) or plan to change an existing qualifying holding in any form (and thus either exceed or fall below certain thresholds).

The Regulation reduces bureaucratic hurdles in the InhKontrollV. This includes the easier recognition of foreign certificates of good conduct and the exemption of natural persons who have been absent from Germany for ten years from having to submit an extract from the Central Trade Register or sign their CV, to name just a few of the changes. The procedure is accelerated by the fact that the simplifications should shorten the lengthy processes of compiling the notifications.

It remains to be seen to what extent corresponding regulations relevant to other types of institutions, such as payment institutions or securities institutions applicable, will be adapted.

In Detail

Electronic submission channels pursuant to Sect. 2 para. 4 InhKontrollV

Pursuant to Sect. 2 para. 4 InhKontrollV, both BaFin and the Central Bank of the Federal Republic of Germany (Deutsche Bundesbank) may require electronic submission of notifications in accordance with InhKontrollV. This means that what is already common practice in many cases is now being standardised by law. It remains to be seen whether this will lead to the complete elimination of paper submissions in the future. If paper submissions are still needed, the simplification will not be noticeable in practice, as all notifications to BaFin have already been made available electronically for years in addition to paper submissions.

No official or public certification of copies of documents pursuant to Sect. 8 no. 10 InhKontrollV

For notifying companies based in Germany, the obligation to file copies of the documents (e.g. founding documents, Articles of Association or extracts from the Commercial Register) officially or publicly certified no longer applies if the relevant documents are available from the German Commercial Register. It must therefore be checked for each individual document whether it is (currently) filed in the Commercial Register.

Simplifications for CVs, extracts from the Central Trade Register and certificates of good conduct

For natural persons, the requirement to sign their CV by hand has been removed by deleting the relevant wording in Sect. 10 para. 1 InhKontrollV.

The previously unlimited period for the submission of extracts from the Central Trade Register by natural persons has also been limited to 10 years, Sect. 9 para. 9 clause 1 InhKontrollV.

The simplified recognition of foreign certificates of good conduct also provides relief. For foreign nationals or individuals who have had a secondary residence outside Germany in the last ten years, proof of foreign register entries can now be provided not only by means of a European certificate of good conduct but also by means of “equivalent documents”, Sect. 9 para. 8 clause 3 InhKontrollV.

Use of information from other supervisory proceedings, Sect. 16 para.1 InhKontrollV

Information that does not need to be resubmitted because it remains valid may now also be taken from other supervisory procedures (e.g. from notifications pursuant to Sect. 24 para.1 no. 1 KWG (Kreditwesengesetz – KWG) or licensing procedures pursuant to Sect. 32 para. 1 clause 1 KWG). Previously, the information could only be taken from previous holder control procedures.Draft bill of the BaFin dated 15 May 2025, Regulation on the Simplification of Holder Control Procedures and Certain Notifications of Individuals, available here, p. 11.Show Footnote In addition, the two-year limitation period in Sect. 16 para. 1 clause 2 InhKontrollV has been deleted. According to this, the person subject to the notification requirement does not have to submit the documents and declarations even if more than two years have passed since they were submitted. The decisive factor is whether the documents submitted are still up to date. By confirming this in the form pursuant to Sect. 6 para. 1 InhKontrollV, the person subject to the notification requirement is responsible for ensuring that they have sufficiently verified that the information is up to date. Only if the documents and declarations are no longer available to the Supervisory Authority is it necessary to resubmit them. If BaFin deems it necessary, the documents must be submitted to BaFin during the holder control procedure at its request.

Relief for group companies with indirect holdings pursuant to Sect. 16 para. 10 InhKontrollV

Sect. 16 para. 10 InhKontrollV now stipulates that group companies that are indirectly involved and are not at the top of the group only have to submit documents and declarations in accordance with Sect. 8 to 15 InhKontrollV upon request by BaFin, as they generally have no direct influence on the notifying company and are themselves controlled by the company at the top of the group. The future will show to what extent this simplification will be implemented in the administrative practice of BaFin. As this could also been an opportunity for BaFin to extend their otherwise limited evaluation period if all (other) documents were submitted in full.

Adjustments to the AnzV

In line with the amendments to the InhKontrollV, the AnzV has also been amended to stipulate that CVs no longer need to be signed by hand (deletion of the addition in Sect. 5a para. 1 clause 3 AnzV), the requirement for equivalence of foreign certificates of good conduct (amendment to Sect. 5c para. 3 AnzV) and the limitation of the obligation to submit extracts from the Central Trade Register (amendment to Sect. 5d para. 1 clause 2 AnzV).

Outlook

The Regulation aims to permanently streamline the holder control procedures with clearer, simpler requirements for notifications and documents. It reduces the compliance burden for those subject to the regulation. Unfortunately, the adjustments were not made directly in the parallel regulations that apply to other types of institutions.For example, the Regulation on the Notification and Submission of Documents under the Payment Services Supervision Act (ZAG-AnzV) or the Regulation on Notifications under Sect. 24 of the Investment Firms Act (WpI-InhKontrollV).Show Footnote However, it should only be a matter of time before the simplifications are also implemented there.

About us

PwC Legal is assisting a number of financial services firms and market participants in forward planning for changes stemming from relevant related developments. We have assembled a multi-disciplinary and multijurisdictional team of sector experts to support clients navigate challenges and seize opportunities as well as to proactively engage with their market stakeholders and regulators.

Moreover, we have developed a number of RegTech and SupTech tools for supervised firms, including PwC Legal’s Rule Scanner tool, backed by a trusted set of managed solutions from PwC Legal Business Solutions, allowing for horizon scanning and risk mapping of all legislative and regulatory developments as well as sanctions and fines from more than 1,500 legislative and regulatory policymakers and other industry voices in over 170 jurisdictions impacting financial services firms and their business.

Equally, in leveraging our Rule Scanner technology, we offer a further solution for clients to digitise financial services firms’ relevant internal policies and procedures, create a comprehensive documentation inventory with an established documentation hierarchy and embedded glossary that has version control over a defined backward plus forward looking timeline to be able to ensure changes in one policy are carried through to other policy and procedure documents, critical path dependencies are mapped and legislative and regulatory developments are flagged where these may require actions to be taken in such policies and procedures.

The PwC Legal Team behind Rule Scanner are proud recipients of ALM Law.com’s coveted “2024 Disruptive Technology of the Year Award” and the “2025 Regulatory, Governance and Compliance Technology Award in 2025”.

If you would like to discuss any of the developments mentioned above, or how they may affect your business more generally, please contact any of our key contacts or PwC Legal’s RegCORE Team via de_regcore@pwc.com or our website.