Change of control approval: stages and deadlines
Change of control approval is the review a competent authority carries out before a new owner takes control of an authorised digital asset business. It checks the incoming controller's fitness, source of funds and governance plans. Until approval is granted, closing the transaction is the point of no return: complete early, and the business operates without valid authorisation.
What starts the clock, and why timing matters
The clock starts when the parties agree, in writing, that control will pass — typically at signature of a share purchase agreement or a shareholders' agreement granting decisive voting rights. Notification to the supervisory authority follows immediately, before completion, not after signature and not at closing. Waiting until closing to notify is the single most common error in a change of control file.
Enforcement attention on digital asset businesses has increased in recent years, and unnotified changes of control are one of the areas supervisors now examine more closely. What changed in enforcement practice tokenised rights sets out how enforcement priorities have shifted and who is most exposed.
Stages, documents and typical timing
The procedure runs through a fixed sequence of stages. Each stage has its own actor and its own rhythm, and skipping the order rarely saves time — it usually adds a round of clarification requests instead.
| Stage | What happens | Typical duration |
|---|---|---|
| Pre-notification preparation | The acquirer assembles the file: identity, source of funds, business plan, ownership chart | Weeks, depending on structure complexity |
| Formal notification | File is submitted to the supervisory authority responsible for the entity's authorisation | Starts the formal assessment clock |
| Completeness check | Authority confirms the file is complete or requests missing items | Days to a few weeks |
| Substantive assessment | Fitness, funding source and governance plans are reviewed; further questions are common | Usually the longest stage |
| Decision | Approval, conditional approval, or refusal is issued in writing | Depends on outstanding questions |
| Post-approval closing | Transaction completes; register and licensing records are updated | Short, once approval is in hand |
Straightforward, single-investor deals with a complete file at the outset move through the substantive assessment noticeably faster than layered acquisitions with several beneficial owners or a chain of holding companies. The decision stage itself is usually brief once the substantive questions are settled — most of the elapsed time sits in the assessment stage, not in the final sign-off.
What to do before filing
Prepare the file before notification, not after. The following sequence covers most transactions we see in this cluster.
- Identify who is acquiring control precisely — a single investor, a group acting in concert, or a layered holding structure.
- Prepare the incoming controller's fitness file: identity, financial standing, source of funds, and any prior supervisory history.
- Map the ownership chain up to the ultimate beneficial owner, including any nominee or trust arrangement.
- Assess the target's key third-party arrangements as part of due diligence, including its material vendors and service providers — see Vendor assessment procedure step by step for how that assessment is structured.
- Draft the governance and business plan the authority will expect for the entity once the transaction completes.
- File the notification before signature triggers the transaction, not after completion.
Who decides, and how the decision stage works
The decision maker is the supervisory authority responsible for the entity's authorisation in its home member state. A case officer is usually assigned to the file and becomes the single point of contact for clarification requests. The forum is written procedure by default; the authority may request a meeting if the structure is complex or if concerns arise during the substantive review.
The decision itself is issued in writing and takes one of three forms: unconditional approval, approval subject to conditions — commonly reporting or governance undertakings — or refusal. A conditional approval still allows closing, but the conditions attach to the business going forward and are worth reviewing as carefully as the approval itself.
Common scenarios
If the incoming controller is a financial investor with no operational role in the business, expect a lighter fitness review that concentrates on source of funds rather than management capability.
If the authority signals, informally or through its questions, that it is minded to refuse, ask what route is open before the formal decision issues rather than after. Appeal against refusal step by step sets out how a refusal is challenged once it is formal.
If the target's business is built substantially on proprietary software, algorithms or tokenised assets, confirm who owns the underlying intellectual property before signature. Ownership gaps surface late and slow the substantive review. Idea and expression ownership of results explained covers how that ownership question is usually framed.
What this page does not cover
This page describes the procedure, not the statute behind it. It does not give fee schedules, does not state a fixed number of working days for any stage, and does not list the exact documents required in a specific member state — those details vary by authority and are confirmed file by file. It does not replace advice on a specific transaction, and it does not cover the separate question of what a business may do once control has changed, which sits outside authorisation and supervision entirely.
Related reading
If the business also operates under a passporting arrangement in another EU member state, the sequencing of the two procedures matters and one often needs to close before the other opens. Passporting notification step by step sets out that separate procedure in full.
Verified
Reviewed on 4 March 2025. This description reflects published procedural guidance from the supervisory authorities responsible for digital asset business authorisation and general practice observed across change of control files. It does not cite a specific legal provision, because the procedure — not the statute — is the subject of this page.
FAQ
How long does change of control approval take in practice?
The substantive assessment stage usually takes the longest, running from a few weeks to several months depending on how complex the ownership structure is and how quickly the incoming controller supplies information. A straightforward single-investor deal with a complete file at the outset moves considerably faster than a layered acquisition with multiple beneficial owners.
Which documents are needed to start?
Start with five: identity and background documents for the incoming controller, evidence of source of funds, the full ownership chain, a business plan for the entity post-completion, and a summary of any governance changes. The authority will ask for more once it has reviewed these, but a file missing any of the five is treated as incomplete before review even begins.
What happens if the other side does not respond?
If the supervisory authority does not respond within the timeframe set out in its own published procedure, national rules typically address the position — some provide for an extended review period, others require a formal follow-up request from the applicant. Treat silence as a prompt to write to the case officer for a status update, not as an approval by default.