Updated 10/05/2025
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MiCAR ToolDelegated Regulation 2025/413
Article 2

Article 2 - Delegated Regulation 2025/413

Article 2

Additional information relating to the proposed acquirer that is a natural person

1.   In addition to the information referred to in Article 1(1), the proposed acquirer that is a natural person shall provide to the competent authority of the target entity all of the following:

(a)

in respect of the proposed acquirer and of any undertaking directed or controlled by the proposed acquirer over the last 10 years, a statement containing the following information:

(i)

subject to national legislative requirements concerning the disclosure of spent convictions, information on the absence of any criminal convictions or criminal proceedings where that person has been found against and which were not set aside;

(ii)

information about any civil or administrative decisions concerning that person that are relevant for the assessment of the acquisition of the qualifying holding in the issuer of the asset-referenced token, and any administrative sanctions or measures that were imposed as a consequence of a breach of laws or regulations, including disqualification as a company director, in each case which was not set aside and against which no appeal is pending or may be filed, and of criminal convictions in respect of which information shall also be provided for rulings still subject to appeal;

(iii)

any bankruptcy, insolvency or similar procedures;

(iv)

any pending criminal investigations or procedures, including relating to precautionary measures;

(v)

any civil, administrative investigations, enforcement proceedings, sanctions or other enforcement decisions against the person concerning matters which may reasonably be considered to be relevant to the assessment of the acquisition of the qualifying holding in the issuer of asset-referenced tokens;

(vi)

any refusal of registration, authorisation, membership or licence to carry out trade, business or a profession;

(vii)

any withdrawal, revocation or termination of a registration, authorisation, membership or licence to carry out a trade, business or a profession;

(viii)

any expulsion by a regulatory or government body or by a professional body or association;

(ix)

any position of responsibility within an entity subject to any criminal conviction or civil or administrative penalty or other civil or administrative measure that is relevant for the assessment of the acquisition of the qualifying holding in the issuer of the asset-referenced token taken by any authority or any on-going investigation, in each case for conduct failings, including in respect of fraud, dishonesty, corruption, money laundering, terrorist financing or other financial crime or of failure to put in place adequate policies and procedures to prevent such events, held at the time when the alleged conduct occurred, together with details of such occurrences and of the involvement, if any, in them;

(x)

any dismissal from employment or a position of trust, any removal from a fiduciary relationship, save as a result of the relationship concerned coming to an end by passage of time, and any similar situation;

(b)

where such documents exist, an official certificate or any other equivalent document, or where such documents do not exist, any reliable source of information, concerning the absence of any of the events referred to in point (a), points (i) to (v) in respect of that person;

(c)

where another supervisory authority has already assessed the person concerned, the identity of that authority, the date of that assessment and evidence of the outcome of that assessment;

(d)

information on the current financial position of the person, including details concerning sources of revenues, assets and liabilities, security interests and guarantees, whether granted or received;

(e)

a description of the current business activities of the person and of any undertaking which the person directs or controls;

(f)

financial information, including credit ratings and publicly available reports on any undertakings directed or controlled by the person.

For the purposes of point (b), official records, certificates and documents shall have been issued within 3 months before the submission of the notification.

2.   In addition to the information referred to in Article 1(1), the proposed acquirer that is a natural person shall also provide to the competent authority of the target entity all of the following:

(a)

a description of the financial interests of the person, and of any non-financial interests of the person with any of the following natural or legal persons:

(i)

any other current shareholder or member of the target entity;

(ii)

any person entitled to exercise voting rights of the target entity in any of the following cases or combination thereof:

(1)

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;

(2)

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;

(3)

voting rights attached to shares that are lodged as collateral with that person, provided the person controls the voting rights and declares his or her intention of exercising those voting rights;

(4)

voting rights attached to shares in which that person has the life interest;

(5)

voting rights that are held, or may be exercised as referred to in points (1) to (4) by an undertaking controlled by that person;

(6)

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;

(7)

voting rights held by a third party in its own name on behalf of that person;

(8)

voting rights which that person may exercise as a proxy where the person or entity can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders;

(iii)

any person that is a member of the management body of the target entity;

(iv)

the target entity itself or any other member of its group;

(b)

to the extent any conflict of interest arises from the relationships referred to in point (a), proposed methods for managing such conflict;

(c)

a description of any links to politically exposed persons within the meaning of Article 3(9) of Directive (EU) 2015/849;

(d)

any other interests or activities of the person that may be in conflict with those of the target entity and proposed methods for managing those conflicts of interest.

For the purposes of point (a), 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.