CASP shareholders and management in France

Any person who decides to acquire, directly or indirectly, a qualifying holding in a crypto-asset service provider (CASP) must notify the AMF (Autorité des marchés financiers, the French financial markets regulator) before the transaction (MiCA, Article 83). The AMF then has 60 working days to oppose it: it assesses the acquirer’s reputation and financial soundness and the provider’s ability to remain compliant. Each new member of the CASP’s management body must also be notified to the AMF before taking up the role.

ORWL Avocats advises on the regulatory side of these transactions, often for groups based outside France. For the acquirer, whether an investment fund or a financial group, the firm carries out regulatory due diligence on the target, advises on conditions precedent and supports the dialogue with the AMF. For the target, it handles the CASP’s dealings with the regulator so that the transaction proceeds smoothly. The firm works alongside the parties’ corporate counsel, who hold the transaction documents.

Which transactions must be notified to the AMF?

MiCA defines a qualifying holding as a direct or indirect holding of at least 10% of the capital or voting rights of a CASP, or a holding that makes it possible to exercise significant influence over its management (MiCA, Article 3(1), point (36)). Article 83 requires prior notification to the AMF in four cases:

• the acquisition of a qualifying holding;
• an increase in that holding so that it reaches or exceeds 20%, 30% or 50% of the capital or voting rights;
• any transaction that would make the CASP a subsidiary of the acquirer;
• the disposal of a qualifying holding, or its reduction below 10%, 20%, 30% or 50%.

The obligation rests on the acquirer or the seller, not on the CASP. It also covers persons acting in concert. In practice, however, the service provider is at the centre of the procedure: the AMF assesses its ability to remain compliant after the transaction, and it is the provider’s framework that will be reviewed if its governance or business model changes.

Indirect acquisitions

A transaction above the CASP can trigger the notification. The purchase of the holding company that owns it, a fund’s investment in its parent company or a group reorganisation all change the indirect holding. The chain of control must then be traced up to the beneficial owners, and the thresholds crossed must be calculated at each level. The longer the chain, or the further it extends outside the European Union, the more time and documents this analysis requires.

How does the AMF assess an acquisition?

The acquirer’s file follows the content set by Delegated Regulation (EU) 2025/414, which lists the information needed for the assessment. Once the notification is received, the procedure follows the timetable set by Article 83 of MiCA:

• the AMF acknowledges receipt in writing within two working days and states the date on which the assessment period expires;
• it has 60 working days from that acknowledgement to assess the transaction;
• it may request further information up to the 50th working day; the first request interrupts the period for up to 20 working days, or 30 if the acquirer is situated outside the Union or regulated under the law of a third country;
• it may consult the authorities responsible for anti-money laundering and the financial intelligence units;
• if it opposes the transaction, it notifies its reasoned decision within two working days, before the end of the period; if it does not oppose within the period, the acquisition is deemed to be approved;
• it may set a maximum period for completing the transaction.

In practice, the assessment takes one to three months on average. Preparing the file comes on top of that, and depends mainly on the chain of control and on how quickly the acquirer gathers its documents.

The assessment criteria

The AMF assesses the suitability of the acquirer and the financial soundness of the transaction against five criteria (MiCA, Article 84):

• the reputation of the acquirer;
• the reputation, knowledge, skills and experience of the persons who will direct the CASP after the transaction;
• the financial soundness of the acquirer, in relation to the CASP’s business;
• the CASP’s ability to comply, and continue to comply, with the rules that apply to it;
• whether there are reasonable grounds to suspect money laundering or terrorist financing in connection with the transaction, or an increased risk of it.

The AMF may oppose the transaction only on these grounds, or if the information provided is incomplete or false. It does not examine the transaction in terms of the economic needs of the market. Shareholders with qualifying holdings must also be of sufficiently good repute throughout the life of the CASP (MiCA, Article 68(2)).

What slows a file down

• The chain of control. Every entity, up to the beneficial owners, must be identified and documented. A fund with many investors or a multi-tier structure calls for a specific analysis.
• A location outside the Union. An acquirer established or regulated in a third country extends the possible interruption of the period and requires the AMF to obtain information on entities it does not supervise. The crypto sector is highly international, so this is the most common situation.
• The source of funds. The acquirer must show where the invested funds come from. Wealth built up in crypto-assets calls for precise documentation.

The stages of a transaction in a CASP’s capital

What are the risks of an unnotified acquisition?

Completing an acquisition without notifying it, or before the end of the assessment period, carries several risks:

• Administrative penalties. Breaches of Article 83 fall within the scope of the penalties in Article 111 of MiCA: public statements, orders, fines.
• Suspension of voting rights. Where the influence of a qualifying shareholder is likely to be prejudicial to the sound and prudent management of the CASP, the AMF takes appropriate measures, which may include suspending the voting rights attached to its shares (MiCA, Article 68(3)).
• A risk to the authorisation. A CASP that no longer meets the conditions of its authorisation, in particular the good repute of its qualifying shareholders, may have it withdrawn (MiCA, Article 64).

The risk is also transactional. A transaction completed without the AMF’s approval weakens the acquirer’s position with the regulator for the rest of the CASP’s life. The transaction documents must therefore make completion conditional on the AMF not opposing it, and set the timetable accordingly.

Changes to the management body: what the AMF checks

The members of a CASP’s management body must be of sufficiently good repute and possess the appropriate knowledge, skills and experience, both individually and collectively. They must not have been convicted of offences relating to money laundering or terrorist financing, or of other offences that would affect their good repute, and must be able to commit sufficient time to their duties (MiCA, Article 68(1)).

The CASP notifies the AMF without delay of any change to its management body, before the new member takes up the role. It provides all the information needed to assess compliance with these requirements (MiCA, Article 69). The AMF decides on the file; the procedure does not provide for an interview. The joint guidelines of the European Banking Authority and the European Securities and Markets Authority of 27 June 2024 set out the assessment method.

An individual and collective assessment

The AMF does not only assess the incoming member. It checks that the management body as a whole still has the skills needed for the services provided. The departure of one member can therefore leave a gap: if that person brought the team’s technical, regulatory or financial expertise, the successor must bring it too. A departing member cannot be replaced by just anyone.

A CASP should plan for these departures: identify who holds each key skill, prepare the succession and put together the successor’s file before the date on which they take up the role.

Regulatory due diligence on a target CASP

Before acquiring a CASP, the acquirer needs to know what it is buying: an authorisation, commitments made to the AMF and a compliance framework of varying strength. Regulatory due diligence measures the risks attached to the transaction, so that the acquirer can decide on an informed basis and negotiate accordingly. It covers:

• compliance with MiCA, including the commitments made in the authorisation file, which bind the CASP;
• the anti-money laundering and counter-terrorist financing (AML/CFT) framework;
• compliance with international sanctions and asset-freezing measures;
• depending on the file, certain aspects of digital operational resilience (DORA).

The due diligence results in a risk map, with risks ranked by severity. Its findings feed into the price, the warranties, the conditions precedent and, where needed, a remediation plan to be carried out before or after closing. They also prepare the notification file: an acquirer that knows the target’s weaknesses can present them to the AMF together with the measures planned to address them.

Earlier on, the firm also helps the acquirer decide between buying a CASP and applying for its own authorisation, and assess what the target brings with it: liabilities, commitments made to the AMF, warranties to negotiate. See also: buying a CASP rather than applying for authorisation.

Our approach

The firm acts on the regulatory side of the transaction only, alongside the corporate counsel who hold the transaction documents.

For the acquirer, it analyses the transaction and its thresholds, carries out regulatory due diligence on the target, advises on conditions precedent and the timetable, prepares the notification file and supports the acquirer in its dealings with the AMF until the end of the assessment.

For the target, it helps the CASP, or the payment institution, handle all its dealings with the regulator: informing the AMF, answering its questions, updating the compliance framework and governance, and notifying new members of the management body. The aim is for the transaction to proceed smoothly and for the provider to remain compliant after closing.

The firm also works upstream, during fundraising rounds: it checks whether an investor’s entry crosses a threshold, including through the conversion of an instrument giving access to the capital, and proposes clauses that protect the transaction timetable.

Why work with ORWL Avocats?

ORWL Avocats has advised crypto and fintech projects before the AMF and the ACPR since the first registrations of digital asset service providers (PSAN, the French regime that preceded MiCA). On capital transactions, the firm advises investment funds taking stakes in regulated providers, financial and crypto groups, often from outside France, acquiring a CASP or a payment institution, and providers opening their capital or renewing their governance. The practice is ranked in Chambers FinTech and recognised by Leaders League for blockchain law. It takes part in industry work, notably within ADAN (Association pour le développement des actifs numériques, the French digital assets association), whose board includes one of the firm’s partners.

The corporate lawyer structures the transaction; the regulatory lawyer measures its effects before the regulator. They analyse the thresholds and the chain of control, assess what the AMF will look at and prepare the acquirer for its questions. The due diligence they carry out is covered by legal professional privilege (secret professionnel): its findings serve the negotiation and cannot be turned against the client. Foreign groups find at the firm established experience of international chains of control.

A partner leads each matter: they set the strategy, conduct the dealings with the authority and the meetings with the parties, and sign the deliverables that commit the firm. The team is adapted to each engagement to bring in the relevant expertise.