Stand:updated on 18.06.2024 | Topic Major holdings of voting rights Notifications of Major Holdings (Sec. 33 et seq. WpHG)
Under Sec. 33 et seq. of the German Securities Trading Act (WpHG, available in German language only) a person whose (direct or indirect) holding of voting rights and/or instruments relating to voting rights triggers certain thresholds is subject to the obligation to notify the issuer and BaFin of its holdings by using the mandatory standard form (Sec. 12 (1) WpAV, available in German language only).
Electronic submission of notifications of major holdings
From 1 July 2020 on submission of a notification to BaFin and to the company must be made electronically. The notification to BaFin has to be submitted by using BaFin’s Reporting and Publication Platform (MVP).
In order to complete a notification of major holdings by using the electronic form the notifying person can either fill in the Online-Form available on MVP and providing for certain help-functions (for further details please refer below under “Additional information” to the information sheet Submission of an electronic Notification of Major Holdings) or alternatively submit an xml of the notification, completed in accordance with the requirements specified by BaFin (please see below under “Additional information” the Documentation on the creation of notifications of major holdings in XML format (mapping document) via BaFin’s SOAP-Web-Service or by upload of the notification (for further details please refer below under “Additional information” to BaFin’s handbooks SOAP Web-Service and Upload of XML).
Allowing an “electronic notification” is intended particularly to facilitate the publication of the notification by the issuer. Therefore, the relevant regulation (StimmRMV, available in German language only) provides for special requirements with respect to the notification to be submitted electronically to the issuer: In addition to the notification in a readable format, the issuer must be provided with an xml of the notification which can be used by the issuer for publication of the notification. For submission to the issuer the notifying person can use the zip-file, which is provided in the MVP-account together with the information on successful submission of the notification to BaFin and which contains the notification as pdf-file as well as xml-file. Please note that the notifying person will have fulfilled the legal requirements under Sec. 33 et seq. WpHG only once the notification has been transferred to the issuer as well as to BaFin.
You can apply for admission to the MVP-filing system „Notifications of Major Holdings (Sec. 33 et seq. WpHG)“ after you have registered on the MVP (for further details please refer below under “Additional information” to the information sheet Registration and admission to the MVP-filing system). Your application will be approved after BaFin has received your signed and scanned application. The application can be uploaded directly in the MVP (see information sheet mentioned above). Please note that BaFin cannot guarantee that your application for admission to the MVP-filing system gets approved within the time-limit of four business days which is the time-frame for making a notification under Sec. 33 et seq. WpHG; so please ensure timely application for admission.
Note
You can test the submission of an electronic notification by using the specialised procedure „TEST_Notifications of Major Holdings (Sec. 33 et seq. WpHG)“. Please note that it is not possible to submit a notification under sec. 33 et seq. in a legally binding way through the use of the TEST_filing system. Further information is available on the MVP under „TEST_Notifications of Major Holdings (Sec. 33 et seq. WpHG)“ . Please also note that for testing the filing system you will have to apply for admission to the filing system „TEST_ Notifications of Major Holdings (Sec. 33 et seq. WpHG)“ separately and that such admission cannot be used for submission of a legally binding notification through the MVP filing system „Notifications of Major Holdings (Sec. 33 et seq. WpHG)“.
For further information on the legal framework on notifications of major holdings under Sec. 33 et seq. WpHG please see BaFin’s website for Major holdings of voting rights.
Questions relating to technical issues of the MVP-filing system can be addressed to: stimmrechte-support@bafin.de.
If you have technical issues or questions relating to the registration and the use of the MVP please refer those to: mvp-support@bafin.de.
Note
Please note that an electronic notification can be made only after admission to the MVP-filing system „Notifications of Major Holdings (Sec. 33 et seq. WpHG)“. You will be informed about your admission by email to the email-address as indicated during your registration on the MVP.
