Qualifying Holdings Acquisitions 2026 — MiCA CASP Guide

Qualifying holdings in plain English

Buy enough of a MiCA-authorised CASP and its NCA gets a say before the deal closes. The first threshold is a qualifying holding: at least 10% of capital or voting rights, or any holding that makes it possible to exercise significant influence over the CASP’s management (Article 3(1)(36)). Crossing it without notification is a breach that Article 111 penalises; any effect on the deal or on voting rights beyond that depends on national law.

The framework borrows from MiFID II and the Capital Requirements Directive, which impose similar qualifying-holdings procedures on investment firms and credit institutions. MiCA applies the same logic to CASPs, with one of the five assessment criteria devoted to money laundering and terrorist financing.

The procedure matters more now than in 2024. Authorisations granted since 2025 created a population of CASPs that can be bought: roll-ups of multi-country CASPs, purchases of authorised entities by global crypto firms that want EU passport access, founder secondary sales. The NCAs that processed the original authorisations now process the acquisitions.

The notification thresholds

Article 83(1) requires notification when a person, or persons acting in concert, decide to:

• acquire a qualifying holding, directly or indirectly (10% or significant influence);
• increase it so that voting rights or capital reach or exceed 20%, 30% or 50%;
• or make the CASP a subsidiary.

Each crossing is a separate notification. Capital and voting rights are measured separately, so a buyer with 8% of the capital but a voting arrangement giving 15% of the votes crosses the first threshold on the voting side.

The significant-influence limb has nothing to do with percentages. Board-appointment rights, vetoes or a shareholder agreement giving one party effective control can create a qualifying holding below 10%. Substance over form, as elsewhere in EU financial-services law.

Disposals count too. Article 83(2) requires a person who has decided to dispose of a qualifying holding to notify the NCA before doing so, and to notify any reduction below 10%, 20%, 30% or 50%, or that ends a subsidiary relationship.

The five assessment criteria

Article 84(1) lists the criteria against which the NCA appraises the suitability of the acquirer and the financial soundness of the acquisition:

(a) Reputation of the proposed acquirer. Criminal and regulatory record across the jurisdictions where the acquirer and its controllers have lived and operated, prior licence withdrawals and sanctions, and public-record reputation. Politically exposed persons draw enhanced scrutiny.

(b) Reputation, knowledge, skills and experience of anyone who will direct the business as a result of the acquisition. A buyer with a strong balance sheet that installs a management team without the relevant track record fails here.

(c) Financial soundness of the acquirer, in particular in relation to the type of business the CASP pursues. Audited accounts, source of funds, bank confirmations, and group-level evidence for corporate buyers.

(d) Whether the CASP will be able to comply, and continue to comply, with Title V. An acquirer that cannot support the target’s prudential requirements under Article 67, such as a thinly capitalised holding vehicle with no group backing, struggles on this criterion even if its own balance sheet looks clean.

(e) Reasonable grounds to suspect money laundering or terrorist financing in connection with the acquisition, or that it could increase that risk. The NCA may consult AML authorities and the FIU and must consider their views (Article 83(5)).

The list is closed. Under Article 84(2) the NCA may oppose only where there are reasonable grounds based on these criteria, or where the information provided is incomplete or false. Article 84(3) bars member states from setting prior conditions on the size of the holding or assessing the deal against the economic needs of the market.

The 60-working-day clock

The procedure is set in Article 83(3)-(8):

1. Acknowledgement. The NCA acknowledges receipt in writing within two working days and tells the acquirer the date the assessment period expires (83(3)-(4)).
2. Assessment. 60 working days from the date of that acknowledgement (83(4)).
3. Information request. The NCA may request additional information in writing, no later than the 50th working day. The clock is suspended until the answer arrives, for at most 20 working days, or up to 30 where the acquirer is outside the EU or regulated under third-country law. Further requests do not suspend the clock (83(6)).
4. Opposition. A decision to oppose must be notified, with reasons, within two working days and before the deadline (83(7)).
5. Approval by silence. If the NCA does not oppose before the deadline, the acquisition is deemed approved (83(8)).
6. Completion window. The NCA may set a maximum period for completing the acquisition and extend it (83(9)).

The statutory maximum is therefore 80 working days with a suspension (90 for a non-EU acquirer), roughly four months. Add the time to prepare the file before filing, and any internal approvals the buyer needs.

What deal lawyers file

The information required is set by the regulatory technical standards adopted under Article 84(4), which must be relevant for a prudential assessment, proportionate and adapted to the acquirer and the deal. In practice the file covers:

• the acquirer’s corporate structure with the full beneficial-ownership chain;
• reputation and fitness documentation for the acquirer, its controllers and anyone who will direct the CASP (criminal-record checks, regulatory history, CVs);
• audited financial statements for the acquirer and, where relevant, its group;
• a business plan for the CASP after the acquisition: strategic rationale, governance changes, board composition;
• financing of the acquisition and source of funds (bank confirmations, loan agreements, equity evidence);
• AML/CFT information on the acquirer and sanctions screening of the acquirer and its beneficial owners.

Fitness and source-of-wealth documentation is where most files stall, especially for acquirers with multi-jurisdiction holding chains, family offices or sovereign-fund money. Start it before the term sheet is final.

Practical deal-structuring guidance

Map the ownership chain early. Before signing the SPA, model how the deal crosses thresholds through direct and indirect interests and any acting-in-concert arrangements. A structure that keeps every direct stake below 10% while one ultimate beneficial owner concentrates above it can still create a qualifying holding; NCAs look through structures.

Talk to the NCA before filing. Where the NCA offers pre-filing contact, use it to agree what the file needs. Only one information request suspends the clock, and an incomplete or false file is itself a ground for opposition.

Budget the timeline on the statute. Up to 60 working days of assessment plus up to 20 (or 30) of suspension, plus file preparation. Long-stop dates and conditions precedent should reflect that.

Prepare the AML/CFT dossier before signing. Source of funds, beneficial-ownership chain, sanctions screening and regulatory history should exist at signing, not be collected during the assessment.

Engage home-state counsel. The assessment runs under the NCA’s procedures and language requirements. International counsel working with local counsel produces cleaner files.

Plan for post-approval steps. Changes to the management body after closing need their own notifications and fitness assessments under the CASP’s ongoing obligations.

Qualifying holdings in the broader CASP framework

Articles 83 and 84 sit in Title V alongside authorisation (Article 62-63), withdrawal (Article 64), governance (Article 68), supervisory powers (Article 94) and penalties (Article 111). They are a layer on top of the CASP’s own authorisation and ongoing compliance: capital, conduct, custody and complaints obligations run continuously, while Articles 83-84 govern who may control the CASP. The procedure matters for:

• M&A on MiCA-authorised CASPs;
• founder secondaries, where a buyer acquiring 10% or more needs to notify;
• follow-on rounds, where existing investors cross 20%, 30% or 50%;
• group restructurings that change indirect ownership.

For operators planning raises or exits, qualifying holdings is a critical-path workstream that shapes deal timing, structure and economics. Incumbent shareholders should build these checkpoints into shareholder agreements and change-of-control mechanics, and bring in MiCA-specialist counsel at the SPA-drafting stage.