Change of control approval: what the decision maker looks at
A change of control notification is reviewed against the fitness of the incoming owner, not against the transaction price. The decision maker checks who is acquiring influence, where their funds come from, and whether the target's business plan still holds after the change. Approval is not automatic once the paperwork is complete. It follows a fixed sequence with a real point of no return: once the acquirer crosses the notification threshold without clearance, the deal itself is at risk, not just the timetable.
What counts as a change of control
The threshold is set out in the conditions attached to the original authorisation, not in the sale contract. A shift in ownership or in voting rights above that threshold triggers the notification duty, whether the change happens through a direct share sale, a merger, or a change further up a holding chain. Indirect acquisitions count in the same way as direct ones. A restructuring inside the same group can still trigger the duty if voting rights move between entities.
The decision maker does not assess the commercial logic of the deal. It assesses whether the new controlling person meets the standard the original licence was granted against: reputation, financial soundness, and the absence of a conflict that would compromise sound management of the business.
What the file must show
| Stage | What is checked | Typical duration |
|---|---|---|
| Completeness check | Whether the file contains the required identification, ownership chain, and funding evidence | Days to two weeks |
| Substantive assessment | Reputation of the acquirer, source of funds, effect on the target's governance | Weeks to a few months |
| Decision and conditions | Approval, approval with conditions, or objection | Set by internal deadline once the file is complete |
The clock for the substantive stage only starts once the file is declared complete. An incomplete file does not start the clock; it restarts it. This is the single most common cause of delay: applicants submit early, the file is rejected as incomplete, and the whole assessment period begins again from the resubmission date.
Practical consequence
Until clearance is granted, the acquirer should not exercise the acquired voting rights over matters reserved to the authorised entity's management. Doing so before approval is treated as acting without the required clearance, and the decision maker can order the position unwound. This is the point of no return in practice: closing the transaction and exercising control are two separate events, and the second one must wait for the decision, not for signing.
A conditional approval is common. Conditions typically address governance composition, reporting undertakings, or a cap on further acquisitions for a set period. Ignoring a condition after approval is treated the same as acting without approval at all.
What to do
- Map the ownership chain before drafting the notification. The decision maker traces control through intermediate holding entities, so an incomplete chain is the fastest way to trigger a completeness rejection.
- Assemble source-of-funds evidence early. Where the acquirer relies on a third-party financing arrangement or a vendor relationship for due diligence support, the underlying checks resemble a standard Vendor assessment procedure step by step and should be prepared on the same timeline.
- File the notification through the prescribed electronic channel. Paper submissions or informal correspondence are not treated as a valid notification and do not start any deadline.
- Hold the acquired position without exercising control until written clearance is received, including where the deal has already closed commercially.
- Respond to completeness queries within the stated window. A missed response resets the file to incomplete rather than pausing the clock.
- Confirm any conditions in writing before treating the approval as final, and build the condition into internal governance records.
Who decides
The assessment is carried out by the supervisory function responsible for the target entity's authorisation. It reviews the file, may request additional information at any point during the substantive stage, and issues one of three outcomes: unconditional approval, approval subject to conditions, or an objection to the acquisition. An objection is a formal decision and carries its own reasoning; it is not a silent lapse of the file.
Where the acquirer or the target disputes the outcome, the applicable route is the same general appeal mechanism used across authorisation decisions, following the same logic set out in Appeal against refusal step by step: a defined window to file, a reasoned request, and a separate reviewing body.
Branches
If the acquirer is already an approved controller of another authorised entity in the group, the file is shorter but not skipped. The decision maker still checks whether the current transaction changes the risk profile of the specific target.
If the target's business plan changes as part of the same transaction, the two reviews run in parallel rather than sequentially, and the file should say so explicitly. Filing them as unrelated events tends to produce contradictory completeness findings.
If the transaction involves an entity outside the target's home jurisdiction, the file may need to be filed electronically through more than one channel. Some administrative filings follow a submission format similar to the one described in Electronic submission in ownership of results, and confirming the correct channel before submission avoids a rejected filing counting as a missed deadline.
Limits
This page describes the general shape of a change of control review. It does not set a fixed number of days, since the notification and assessment windows are defined by the specific authorisation and by the completeness of the file, and vary by case. It also does not cover the separate question of ongoing supervisory reporting once the new controller is in place; that sits outside the approval procedure itself.
Verified
Reviewed 12 June 2025. Sources: internal procedural notes on change-of-control filings for authorised entities operating across Lithuania and Estonia, compiled from published supervisory guidance and casework observations. No statutory article numbers are cited on this page; the procedure is described independently of specific legal references.
Related publications
A related notification duty applies when an authorised entity starts operating across a border without a change of ownership. See Passporting notification step by step for how that separate filing is assessed.
FAQ
How long does change of control approval take in practice?
There is no single fixed period. The clock only starts once the file is declared complete, and incomplete files restart the process rather than pause it. A clean file with a well-documented ownership chain moves faster than a file requiring repeated completeness queries.
Which documents are needed to start?
At minimum: identification of the acquirer, a full ownership and voting-rights chain, evidence of the source of funds, and a statement of any planned changes to the target's governance or business plan. Missing any one of these is the most common reason a file is returned as incomplete.
What happens if the other side does not respond?
If the acquirer does not respond to a completeness or substantive query within the stated window, the file is treated as incomplete rather than withdrawn, and the assessment clock does not run until a response is received. A prolonged non-response can lead the decision maker to close the file, requiring a fresh notification.
For the wider set of decisions this practice covers, see When a marketplace delists the collection if a control change coincides with action on a tokenised asset listing.