We structure the acquisition of a qualifying holding or a change of control in a financial institution. Crossing 10%, 20%, 30% or 50% of the capital or voting rights requires a prior declaration of non-opposition, granted by the CNMV (investment firms and management companies) or the Bank of Spain / ECB (banks, EMIs and payment institutions). Acquirer suitability, financial soundness, AML/CFT and a 60-business-day period that has to fit into the deal timeline.
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Six workstreams that organize the acquisition of a qualifying holding or a change of control in a financial institution, from the threshold analysis to the declaration of non-opposition and closing.
We analyze whether the transaction reaches a qualifying holding (10% of the capital or voting rights, or significant influence) or crosses the 20%, 30% or 50% thresholds, aggregating direct and indirect holdings and those held by persons acting in concert. This determines whether you have to notify.
We determine who decides based on the target entity: the CNMV for investment firms and management companies (SGIIC/SGEIC); for banks, the Bank of Spain, which processes the application, and the ECB, which decides; and the Bank of Spain for EFCs, payment institutions, EMIs and appraisal companies.
We prepare the prior notification to the supervisor with all the acquirer’s documentation, the structure of the transaction, the source of funds and the plan for the entity after the acquisition.
We evidence the commercial and professional good repute of the acquirer and the suitability of those who will manage the entity after the transaction: the criterion that holds up more filings than any other.
We document the acquirer’s financial soundness and the lawful source of the funds, ruling out any money laundering or terrorist financing risk associated with the transaction.
We build non-opposition into the sale and purchase timeline: condition precedent, regulatory due diligence and coordination with the other authorizations the deal needs.
Funds, financial groups, family offices or existing shareholders: a qualifying holding arises whenever someone gains weight or control in a supervised entity. The supervisor and the filing change from case to case.
“Buying a broker-dealer or securities broker, an EAFN or a management company (SGIIC/SGEIC) above 10% requires a declaration of non-opposition from the CNMV before the transaction closes.”
“For credit institutions, the ECB decides on a proposal from the Bank of Spain; for EMIs, payment institutions and EFCs, the Bank of Spain itself decides. It is a prior procedure that cannot be skipped.”
“Not just the initial entry: a shareholder that already has a qualifying holding and increases it above 20%, 30% or 50%, or acquires control, must notify again.”
“In the sale of a financial institution, non-opposition is a condition for closing. Planning for it early keeps the deal from stalling or being delayed for months.”
Acquiring without prior non-opposition, miscalculating the holding or underestimating the acquirer’s suitability can lead to suspension of voting rights, block the closing of the sale and trigger sanctioning proceedings.
Prior, not after-the-fact, notification: you must notify the transaction and obtain non-opposition before acquiring. Executing first and notifying later is exactly what the regime is designed to prevent.
The calculation is broader than it seems: direct and indirect holdings and those of persons acting in concert are added together. A seemingly small transaction can cross a threshold without the acquirer noticing.
The acquirer’s suitability is decisive: good repute, financial soundness and a credible plan for the entity. An acquirer without a proven reputation or with an opaque source of funds will meet with opposition.
Acquiring without non-opposition, or despite the supervisor’s opposition, can lead to suspension of the voting rights attached to the holding and to penalties.
The supervisor has 60 business days from the acknowledgment of receipt of a complete notification, extendable to up to 90. This has to fit into the deal timeline.
Money laundering or terrorist financing risk is one of the five assessment criteria: the source of the funds must be documented and lawful.
Before signing, it is advisable to confirm whether there is a qualifying holding, identify the competent supervisor and size up the non-opposition filing and its timeline for your specific transaction.
It is a holding that reaches, directly or indirectly, at least 10% of the capital or voting rights of a financial institution, or one that—without reaching that percentage—makes it possible to exercise significant influence over its management.
The concept is harmonized at EU level and applies equally to investment firms, management companies, banks, electronic money institutions and payment institutions.
At two points:
Notification is prior: you must obtain non-opposition before carrying out the acquisition.
It depends on the entity being acquired:
Technically, it is a non-opposition regime: the acquirer notifies and the supervisor has a set period in which to oppose the transaction if there are grounds to do so. If it does not rule within that period, the transaction is deemed not objected to.
In practice, it works like a prior authorization: without non-opposition, you cannot acquire.
The period is 60 business days from the acknowledgment of receipt of a complete notification. The supervisor may request additional information and extend it by up to 30 more business days (90 at most).
For appraisal companies, the period is 3 months. Factor this timeline in when you design the closing of the transaction.
Five harmonized criteria:
The consequences may include suspension of the voting rights attached to the acquired holding and the opening of sanctioning proceedings. The supervisor may also require the holding to be reduced.
It is an avoidable risk: analyzing the threshold and the calculation beforehand clears up any doubt before you act.
Non-opposition is structured as a condition precedent to closing: the sale and purchase agreement is signed, but the actual transfer is conditional on the supervisor’s non-opposition.
Planning for it from the outset—alongside regulatory due diligence—keeps the deal timeline from stalling or slipping.
The shares or votes the acquirer holds directly and those it controls through intermediate companies are added together, along with those of persons acting in concert. The implementing regulation sets out calculation rules and some specific exclusions.
There may still be a qualifying holding. Significant influence—for example, the ability to appoint directors or to shape management—triggers the regime even if 10% of the capital is not reached.
No. Acquiring control of the companies that operate regulated markets, central counterparties (CCPs) or central securities depositories (CSDs) requires Government authorization, on a proposal from the CNMV (Fifth Additional Provision of Law 6/2023).
Yes, following the same EU logic: for insurance and reinsurance undertakings, qualifying holdings are supervised by the DGSFP. The framework (thresholds, non-opposition, suitability) is equivalent, although the competent authority is different.
The non-opposition regime applies in the same way. For acquirers from third countries, the supervisor also considers whether there is equivalent supervision in the home country and how transparent the structure is. Other controls may apply depending on the sector.
The prudential assessment of acquisitions is common to banking, investment services and insurance: CRD IV (Directive 2013/36/EU), MiFID II (Directive 2014/65/EU) and the ESMA, EBA and EIOPA Joint Guidelines on the acquisition of qualifying holdings.
The concept of a qualifying holding is common, but the competent supervisor and the applicable law change with the type of entity you are acquiring. This is the map of who is responsible for what.
The assessment is substantive, not a formality: the supervisor analyzes the acquirer and the impact of the transaction on the entity. These are the five criteria.
Before anything is signed, we confirm the threshold and the supervisor, and we size up the filing and the timeline. That way, non-opposition does not become the bottleneck of the deal.
| Target entity | Who decides | Main legislation | Timeframe |
|---|---|---|---|
| Investment firm (broker-dealer, securities broker, SGC) and EAFN | CNMV (non-opposition) | Law 6/2023, Arts. 152–159; Royal Decree 813/2023 | 60 business days |
| Management companies: SGIIC and SGEIC | CNMV (non-opposition) | Law 35/2003 and Law 22/2014; Law 6/2023 | 60 business days |
| Bank / credit institution | Bank of Spain processes → ECB decides | Law 10/2014; Royal Decree 84/2015; Regulation (EU) 1024/2013 (SSM) | 60 business days (extendable to 90) |
| EFC, payment institution and EMI | Bank of Spain | Law 10/2014; Royal Decree-law 19/2018; Law 21/2011 | 60 business days |
| Appraisal company | Bank of Spain | Law 10/2014 and appraisal regulations | 3 months |
| Market operator, CCP or CSD (control) | Government, on a proposal from the CNMV | Law 6/2023, Fifth Additional Provision | Specific procedure |
Indicative table for information purposes. The thresholds (10/20/30/50%) and the 60-business-day period derive from the EU framework for assessing acquisitions of qualifying holdings, but the specific procedure, documentation and timelines may vary depending on the entity and the point in time; they should be confirmed case by case. This page is for information only and does not constitute legal advice.
Gaining weight or control in a supervised entity is not just a matter of signing the sale and purchase agreement: you have to show the supervisor that the acquirer is suitable and that the transaction does not harm the entity. The order of the steps matters.
Confirming whether the transaction crosses 10/20/30/50% or involves control, counting direct, indirect and in-concert holdings, is the first decision. It determines whether there is an obligation to notify.
The acquirer’s good repute and financial soundness, and the source of the funds, are the core of the filing. Preparing them well avoids requests for information and opposition.
With a 60-business-day period (extendable), non-opposition determines the closing date. Building it into the deal timeline from the outset is key.
Is the target an investment firm or a management company? See investment firm authorization, the SGIIC license or the CNMV procedure. Is it a bank or a payment institution? See the banking license and the payment institution license.
A well-run acquisition of a qualifying holding is not a formality tacked onto the deal: it is a sequence of decisions (threshold, supervisor, notification, assessment and non-opposition) that are evidenced with documentation and fitted into the closing timeline.
1) ThresholdThe holding is calculated—direct, indirect and in concert—and compared with the 10/20/30/50% thresholds or control. This determines whether the transaction falls within the regime.
2) NotificationA filing with the acquirer’s documentation, the structure of the transaction and the source of funds. The acknowledgment of receipt of a complete notification starts the clock.
3) AssessmentThe supervisor assesses good repute, the suitability of the managers, financial soundness, prudential compliance and money laundering risk. It may request additional information and extend the period.
4) Non-opposition + closingOnce the declaration of non-opposition has been obtained (or the period has expired without opposition), the acquisition is carried out and the new shareholding structure is reported. The transaction closes with legal certainty.
Quick decisionThe CNMV: declaration of non-opposition to the acquisition of qualifying holdings and control.
The Bank of Spain, which processes the filing; the ECB decides under the SSM common procedure.
The Bank of Spain, which assesses the filing and decides on non-opposition directly.
Commercial and professional reputation of the proposed acquirer and the absence of any relevant adverse record.
Statements, criminal record certificates and references for the acquirer.
Good repute, knowledge and experience of those who will manage the entity after the acquisition.
Fit and proper questionnaires, CVs and track record of the new officers.
The acquirer’s financial capacity and the financial soundness of the proposed transaction.
Financial statements, financing structure and security for the acquisition.
That the entity can keep meeting capital and prudential requirements after the change of control.
Business plan and solvency projections for the entity after the transaction.
Lawful source of the funds and no risk of money laundering or terrorist financing.
Documented traceability of the funds and an AML report.
Spot them before you notify to avoid opposition, requests for information and closing delays.
If you are analyzing the acquisition or increase of a holding in a financial institution, these terms come up in the notification, in the supervisor’s assessment and in the sale and purchase agreement.
A holding that reaches, directly or indirectly, at least 10% of the capital or voting rights of a financial institution, or that makes it possible to exercise significant influence. In Spanish it is also called a “participación cualificada”.
The act by which the supervisor does not oppose the proposed acquisition. The acquirer notifies in advance and the supervisor has a set period in which to oppose.
The ability to significantly influence the management of the entity without reaching 10%. It triggers the regime even if the quantitative threshold is not crossed.
10% defines a qualifying holding; 20%, 30% and 50% (or control) require a new notification when an existing holding is increased.
The natural or legal person that intends to acquire or increase the holding. It is the party that notifies and whose good repute and financial soundness are assessed.
The combination of good repute, knowledge and experience required of the acquirer and of those who will manage the entity. It is the criterion that most often leads to opposition.
For credit institutions, the decision on qualifying holdings lies with the ECB on a proposal from the Bank of Spain, whether the institution is significant or less significant.
For threshold purposes, the holdings of persons acting in concert and those controlled through intermediate companies are added together, not just direct holdings.
An acquisition that gives control of the entity or makes it a subsidiary. It always requires notification and, for market infrastructures, Government authorization.
A practical guide to anticipating the regulatory side of a transaction involving a financial institution: when you have to notify, to which supervisor, what documentation the filing requires and how to fit non-opposition into the deal timeline.
Tell us which entity you want to acquire, or in which one you plan to increase your holding, and we will tell you whether you need to notify, which supervisor to notify and what the timeline is.
The acquisition or increase of a qualifying holding in a supervised entity is subject to a prior prudential assessment regime harmonized across the European Union. A holding is considered qualifying when it reaches, directly or indirectly, 10% of the capital or voting rights, or when it makes it possible to exercise significant influence. The framework is common, but the competent supervisor depends on the type of entity.
For investment firms (broker-dealers, securities brokers and portfolio management companies), EAFNs and management companies (SGIIC and SGEIC), the CNMV is competent and issues a declaration of non-opposition. The regime is set out in Title V, Chapter IV (Arts. 152–159) of Law 6/2023 on Securities Markets and Investment Services, implemented by Royal Decree 813/2023 (Arts. 45–51: notification, calculation, exclusions, grounds for opposition and procedure).
For banks, the acquirer notifies the Bank of Spain, which processes the application, and the decision lies with the European Central Bank as a “common procedure” of the Single Supervisory Mechanism, regardless of whether the institution is significant or less significant. The framework consists of Law 10/2014 on the regulation, supervision and solvency of credit institutions, its implementing Royal Decree 84/2015 and Regulation (EU) 1024/2013.
For financial credit establishments, payment institutions, electronic money institutions and appraisal companies, the Bank of Spain decides. The assessment period is 60 business days from the acknowledgment of receipt of a complete notification (3 months for appraisal companies), extendable by up to 30 more business days.
The assessment is common to banking, investment services and insurance: CRD IV (Directive 2013/36/EU), MiFID II (Directive 2014/65/EU) and the ESMA, EBA and EIOPA Joint Guidelines. The supervisor analyzes five criteria—good repute, suitability of the managers, financial soundness, prudential compliance and money laundering risk—and must decide within 60 business days, extendable to 90.
Key legislation, linked to the official text:
Legislation and links reviewed in .