Germany – BaFin Securities Control Ordinance: RE Significant Shareholding

Germany – BaFin Securities Control Ordinance: RE Significant Shareholding

On 15 January 2024, GE BaFin issued rules on notification of significant shareholding.

  • BE BaFin announced Securities institution owner control ordinance, WpI-InhControlV.
  • Follows GE GVT December 2023 issued law on advertisement and documents.

Control Ordinance

  • The full title of the legislation is the Ordinance on advertisements in accordance with Section 24 of the Securities Institutions Act, or the WpIG, covering the approval rules.
  • Control of supervision of the Ordinance is split between GE BaFin and GE Bundesbank.
  • Target company within the meaning of this regulation is the securities institution within the meaning of s2, Para 1 of WpIG in which a significant shareholding in the meaning of s2 Para 23 of WpIG is to be acquired, changed or given up, even unintentionally.
  • Advertisements under s24, Paras 1 to 3 and 5 of the WpIG and the advertisements and notifications under s7 and s9 to 11 of the Ordinance are each issued in single copies by GE BaFin and for securities institution concerned to headquarters of GE Bundesbank.
  • At the request of GE BaFin and GE Bundesbank, electronic submission must be used.
  • Advertisements, documents, notices and declarations can also be submitted in whole or in part in English, and a translation must be supplied if requested by a regulator.
  • Requirements affect those who directly or indirectly controls a shareholder who hold at least 10% of the capital of the target company, and is given capital shares in the firm.
  • Notifications of intended acquisition or the intended increase of a significant shareholding in accordance with s24 Para 1 of WpIG, and unintentional acquisition or unintentional increase of a significant holding, requires formal notification to the relevant regulator.
  • Voting rights or capital shares held by securities institutions as part of issuing business in accordance with s2, Para 2, Number 2 of WpIG are not taken into account, provided the rights are not exercised or otherwise used to intervene in an issuer's management.
  • Different requirements need to be exercised depending whether significant shareholder is a person, a financial holding company, an insure, a bank, or is a government body.


  • The legislation contains five appendices, first is form WpI-EENP, for the Notification of the acquisition or increase of significant shareholding by natural person, as document.
  • The second is same document, but for use for Notification of the acquisition or increase of a significant shareholding by a non-natural person, to provide more required data.
  • The third is form WpI-Z confirming reliability of the information provided to regulators.
  • The fourth is form WpI-KB on the Representation of complex participation structures.
  • The fifth is form WpI-AV on the Notification of the abandonment or reduction of a significant shareholding, as related to Section 24, Paragraphs 2 and 3, of the WpIG.


  • Ordinance comes into force on day after publication in Official Gazette, 16 January 2024.