Qualifying Holdings Acquisitions 2026 — MiCA CASP Guide

The 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. 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.

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 five assessment criteria

The NCA evaluates the acquirer against five 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.

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.

Market-abuse suspicion. Any indication the acquisition is connected to market manipulation, insider dealing, or similar conduct in the broader regulated markets. Relevant 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.

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.

The 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). The article matters specifically for:

• M&A activity on MiCA-authorised CASPs (the primary trigger)
• Founder secondaries where a founder selling more than 10% creates an the qualifying holdings framework 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, The qualifying holdings framework is not a regulatory backwater — it’s a critical-path workstream that shapes deal timelines, deal structures, and deal economics. Engage MiCA-specialist counsel at SPA-drafting stage, not at post-signing.