Qualifying Holdings Acquisitions 2026 — MiCA CASP Guide

Qualifying holdings in plain English

Buy enough of a MiCA-authorised CASP and the home-state NCA needs to bless the transaction. The threshold is 10% of capital or voting rights — or any stake that gives you significant influence over how the CASP is run, even below 10%. Cross it without notification and the deal is voidable.

The framework borrows from MiFID II Article 11 and the Capital Requirements Directive — both impose similar qualifying-holdings notification on investment firms and credit institutions. MiCA’s qualifying holdings framework transposes the same logic to CASPs with crypto-specific twists: heavier weighting on AML/CFT risk given the crypto-asset context, sharper focus on beneficial-ownership transparency given the typical CASP shareholder profile (PE funds, foreign investors, founder-managed holding companies).

The article matters more in 2026 than it did in 2024. Why? The first wave of MiCA-authorisations completed in 2025 created a population of CASPs ripe for acquisition. PE-backed roll-ups of multi-jurisdictional CASPs, strategic acquisitions of MiCA-authorised entities by global crypto firms wanting EU passport access, founder secondary sales — all in scope. The NCAs that processed the original authorisations now process the acquisitions.

The four notification thresholds

Each threshold is a separate notification event:

• 10% threshold. First notification. Triggers full assessment cycle.
• 20% threshold. Second notification if the acquirer crosses it later.
• 30% threshold. Third notification.
• 50% threshold. Fourth notification — control acquisition.

The thresholds apply to capital OR voting rights, whichever is crossed first. A buyer with 8% capital but a voting agreement giving 15% effective voting rights triggers the 10% threshold via the voting-rights side.

There’s a fifth trigger that has nothing to do with the percentages: significant influence over management. A qualifying holding also exists where a holding — even one sitting below 10% — lets the holder steer how the CASP is run. Board-appointment rights, veto powers, or a shareholder agreement that hands one party effective control can all create a notifiable holding without the raw percentage ever reaching 10%. Substance over form, as in the rest of EU financial-services law.

Crossing in the OTHER direction — disposal that drops below a threshold — also triggers notification. Article 83(8) requires notification of any disposal reducing holding below 50%, 30%, 20%, or 10%. The NCA reviews the change to monitor whether the remaining shareholder structure still satisfies the original authorisation conditions.

The six assessment criteria

The NCA evaluates the acquirer against six criteria. Failure on any one is grounds for objection:

Reputation and integrity. Criminal record across all jurisdictions of nationality and prior residence. Reputation review through public-record sources. Prior regulatory record — any prior licence withdrawals, sanctions, individual bans in financial services. PEPs (politically exposed persons) face enhanced scrutiny.

Financial soundness. Audited financial statements demonstrating capacity to support the acquired CASP under stressed scenarios. Source-of-funds documentation. Bank confirmations. For corporate acquirers, group-level financial-position evidence.

Effect on CASP sound management. Will the acquisition compromise the target’s governance? Substantive change of control typically triggers questions about board composition, management body fit-and-proper status, internal-control framework continuity.

Fitness of the incoming management. Where the acquisition installs new people to direct the CASP, the NCA assesses their reputation, knowledge, skills, and experience. A buyer who passes on financial soundness but parachutes in a management team that can’t show the relevant track record fails on this prong. The criterion looks at the people who’ll actually run the business post-deal, not just the acquiring entity.

Continuing ability to comply. Can the CASP keep meeting MiCA’s requirements after the change of control? This is where the prudential-capital obligations bite. An acquirer that’s structurally incapable of supporting the target’s Class 1, 2, or 3 capital floor — say, a thinly capitalised holding vehicle with no group backing — fails the continuing-compliance test even if its own balance sheet looks clean in isolation.

AML/CFT risk. Acquirer’s AML/CFT track record, beneficial-ownership transparency through the corporate chain, source-of-funds verification. NCAs increasingly cooperate with the home-state FIU on this criterion in 2026. Reasonable grounds to suspect money laundering or terrorist financing in connection with the acquisition are, on their own, enough to defeat the proposal. The same prong picks up market-abuse suspicion — any indication the acquisition is tied to market manipulation or insider dealing in the broader regulated markets, which matters most where the buyer is itself a regulated entity with prior conduct findings.

The 60-working-day clock

The clock starts when the notification is deemed COMPLETE — not when it’s filed. Most NCAs need 2-4 weeks to confirm completeness after initial filing, often through 1-2 rounds of information requests on documentation gaps. Once complete, the 60-working-day timer begins.

The NCA can extend once by 30 working days if it requests additional information mid-cycle. Multiple extensions are not permitted. If the NCA neither approves nor objects by the deadline, the acquisition is deemed approved by silence.

Realistic timelines deal teams should model:

• Pre-notification engagement: 4-6 weeks before formal filing
• Initial filing to complete-file determination: 3-6 weeks
• NCA assessment: 60 working days (~12 weeks)
• Extension if requested: +30 working days (~6 weeks)
• Total signing-to-closing: 4-7 months typical

For multi-jurisdictional deals where the target CASP passports into multiple host-states, the home-state NCA leads but consults host-state NCAs — adding 2-4 weeks of coordination.

What deal lawyers actually file

The notification package runs 60-150 pages typically. Core elements:

• Acquirer corporate-structure chart with full beneficial-ownership chain
• Fit-and-proper documentation for the acquirer and its qualifying shareholders (criminal-record checks across relevant jurisdictions, source-of-wealth evidence, reputation review)
• Audited financial statements for the acquirer (last 3 years) and group accounts where relevant
• Business plan for the post-acquisition CASP — strategic rationale, governance changes, board composition, management body
• Funding-source documentation (bank confirmations, loan agreements, equity-investment evidence)
• AML/CFT acquirer-side framework evidence
• Sanctions screening of the acquirer and its UBOs
• Independence-of-management certification where required

The fit-and-proper documentation is where most deals stumble. Acquirers with complex international beneficial-ownership chains (BVI/Cayman holding structures, multi-jurisdictional family offices, sovereign-wealth-fund involvement) face heavy documentation lifts. Plan 6-10 weeks for substantive fit-and-proper file preparation.

2025-2026 enforcement signals

NCAs across the EU have been active on the qualifying holdings framework through 2025-2026. Pattern observations (anonymised):

• Several PE-backed CASP roll-ups faced extended NCA review where indirect-holdings aggregation hadn’t been mapped at signing
• One global crypto firm had to unwind a partial-share acquisition after failing to notify the home-state NCA before crossing the 10% threshold
• At least three deals were objected to on AML/CFT-risk grounds where acquirer source-of-funds documentation was weak
• Multiple deals were approved with conditions — board-composition requirements, AML programme upgrades, supervisory reporting commitments

The supervisory message: The qualifying holdings framework is real. NCAs use it actively. Deal teams that under-prepare face delays, objections, or unwind requirements.

Practical deal-structuring guidance

For buyers planning CASP acquisitions in 2026:

Map the indirect-holdings chain early. Before signing the SPA, model how the acquisition crosses thresholds through both direct and indirect interests. Multi-layer holding structures often trip the 10% threshold through aggregation in ways not obvious from the deal mechanics. A deal structured to keep each direct stake below 10% while one ultimate beneficial owner concentrates above it still triggers the rule — the NCA looks through the structure.

Pre-notify the NCA 4-6 weeks before formal filing. The informal engagement gets early feedback on substantive concerns, accelerates complete-file determination, signals serious-buyer credibility.

Budget the timeline honestly. SPA-to-closing for a Class 2 CASP target with clean acquirer profile: 4-5 months. For Class 3 trading-platform targets or complex acquirers: 6-9 months. Lock-up and earn-out structures need to reflect the regulatory clock.

Prepare the AML/CFT acquirer dossier before signing. Source-of-funds documentation, beneficial-ownership chain, sanctions screening, prior regulatory record — all available at signing. Reactive document collection during NCA review extends the clock and signals weakness.

Engage local counsel in the home-state. The NCA assessment runs in the home-state’s regulatory framework with home-state language preference. International counsel coordinating with local home-state counsel produces cleaner files than international counsel alone.

Plan for conditional approval. Many NCA approvals come with conditions — board composition, governance commitments, supervisory reporting. Build the deal flexibility to accept reasonable conditions without re-trading the SPA.

Qualifying holdings in the broader CASP regulatory framework

The qualifying holdings framework sits in the supervisory section of MiCA alongside the authorisation framework (Article 63), withdrawal framework (Article 64), and supervisory measures (Article 109). It’s a layer on top of — not a substitute for — the CASP’s own authorisation and ongoing compliance: the capital, conduct, custody, and complaints obligations run continuously, while qualifying holdings governs who can be a controller of the CASP. The two have to fit together, which is why the continuing-compliance prong reaches back into the prudential-capital classes. The framework matters specifically for:

• M&A activity on MiCA-authorised CASPs (the primary trigger)
• Founder secondaries where a founder selling more than 10% creates a qualifying-holdings event for the buyer
• Investor follow-ons where existing investors cross higher thresholds in subsequent rounds
• Corporate restructurings that change beneficial ownership through internal reorganisations

For operators planning capital raises or exits in 2026, qualifying holdings is not a regulatory backwater — it’s a critical-path workstream that shapes deal timelines, deal structures, and deal economics. For incumbent shareholders, the corresponding move is to anticipate these checkpoints in the shareholder agreement and change-of-control mechanics, not discover them at the notification stage. Engage MiCA-specialist counsel at SPA-drafting stage, not at post-signing.