When a shareholder change requires approval: what to do first
A change in the shareholders of an authorised crypto-asset service provider triggers a notification duty before the transfer completes. The competent authority reviews the new shareholder against fitness and propriety standards under Regulation (EU) 2023/1114 (MiCA). Completing the transfer before clearance puts the authorisation itself at risk.
Basis
Regulation (EU) 2023/1114 (MiCA) covers who may hold a stake in an authorised crypto-asset service provider and what the firm must do before that stake changes hands. The regulation applies directly in Lithuania and Estonia. There is no separate national law to transpose for this particular duty; the text of the regulation itself is the rule the authority applies.
This page does not cite an article number. The registry entry behind this page carries the regulation's name, not a pinpoint reference to a clause, and a page in this mode does not invent one.
Practical consequence
The clock starts on the day the notification file reaches the authority, not on the day the sale contract is signed. Until the authority confirms it has no objection, the incoming party holds no confirmed governance position over the licensed entity, whatever the contract says between the parties.
A transfer completed early does not undo the review. It exposes the licence to a supervisory measure, and in a digital-assets business it can also unsettle custody records that assume a clean, current chain of control — a problem close to the one that arises A transfer on-chain is not recorded off-chain tokenised rights.
What to do first
Work through these steps in order. Each one has an owner inside the firm; do not let the transaction team run ahead of the compliance file.
| Step | Action | Responsible |
|---|---|---|
| 1 | Confirm whether the change reaches a qualifying holding under the firm's own governance file, not under the parties' private assumption. | Compliance officer |
| 2 | Instruct the parties not to close the share transfer before clearance arrives in writing. | Legal counsel and management board |
| 3 | Assemble identity, source-of-funds and business-plan evidence for the incoming shareholder. | Compliance officer with the acquirer |
| 4 | File the notification with the authority that issued the original authorisation. | Management board |
| 5 | Log the submission date and any request for further information as a fresh deadline in its own right. | Compliance officer |
| 6 | Keep the existing shareholder register in force until the authority confirms no objection. | Company secretary |
Keep every request from the authority and every reply in a dated file, and check that file against the firm's own retention policy before it grows stale. A file that outlives its own policy creates a separate exposure, of the kind that shows up Logs are kept longer than the policy says data.
Who decides, and by when
The national competent authority that granted the original authorisation decides on the notification. It assesses the incoming shareholder on the evidence submitted, not on the parties' own view of the transaction.
The deadline already running belongs to the sale-and-purchase agreement, not to the regulator: whatever completion date the parties set continues to run regardless of the review. The authority's own assessment period starts only once it holds a complete file, and its length is fixed by that authority's own procedure — not by this page, and not by the contract.
Two scenarios
If the incoming shareholder already holds a qualifying stake in another licensed entity in the same group, say so in the file and cross-reference the existing clearance. The authority does not start from zero on a person it has already assessed.
If the shareholder who is leaving also controls the trade mark or the trading sign under which the licensed entity operates, resolve that ownership question separately from the notification. A licence review does not settle brand ownership, and a badly sequenced exit can end the way it does When a franchise partner leaves with the sign.
If the change is a purely internal restructuring with no new natural person behind it, evidence that the ultimate beneficial owner has not changed. A file that proves continuity is shorter, and the authority has less to test.
What this page does not solve
This page does not settle a valuation dispute between the outgoing and incoming shareholders, and it does not replace the conditions precedent already written into the sale agreement.
It also does not resolve who owns the code or the third-party components inside the product the licensed entity operates. That question sits outside authorisation and supervision, closer to what comes up Open source is found inside a deliverable ownership of, and a shareholder notification does not touch it.
Finally, some authorities layer a national procedural form on top of the regulatory notification. That detail belongs to local supervisory practice, and this page does not carry it.
Verified
Checked against the source text on 10 June 2025. Primary source: Regulation (EU) 2023/1114 (MiCA).
FAQ
What is the first step when a shareholder change requires approval?
Freeze completion until the compliance officer confirms whether the change reaches a qualifying holding, then open the notification file before signing turns into closing.
Which deadline is already running?
The completion date set in the sale-and-purchase agreement keeps running regardless of the review. The authority's own assessment period starts only once it receives a complete notification, and its length is fixed by that authority's own procedure.
Who decides, and on what evidence?
The national competent authority that issued the original authorisation decides, on the identity, source-of-funds and business-plan evidence filed with the notification.
Related situations
What to do first in this situation covers the adjacent case where the compliance file itself is incomplete before the authority even reaches the question of ownership.
If a shareholder change is already underway, put the completion date and the group structure in front of your compliance file before you put them in front of anyone else.