Report new or departing supervisory or advisory board members of asset management companies to BaFin Unfortunately this specification of service has not yet been completely translated.
If, as a capital management company, you appoint members to the supervisory board or an advisory board, you must report this to the Federal Financial Supervisory Authority (BaFin). The same applies if members leave the supervisory board or an advisory board.
The legislator stipulates that capital management companies in the legal form of a
- stock corporation (AG) or
- limited liability company (GmbH)
must form a supervisory board. If you operate as a limited liability company (Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft, GmbH & Co. KG), you must form an advisory board instead.
If your capital management company appoints supervisory or advisory board members, you must report this to the Federal Financial Supervisory Authority (BaFin). You must also report the resignation of a member - and give reasons why the person has left. The duty to notify also arises
- as soon as a substitute member is elected, irrespective of when the person actually takes up the mandate,
- when a substitute member takes over,
- if a member is re-elected and the existing mandate is extended as a result, and
- if a member does not stand for re-election at the end of the regular term of office and thus leaves.
You as the company must make these notifications, not the individual.
You do not have to report the appointment or resignation of a supervisory board or advisory board member if they are representatives of the workforce elected in accordance with the provisions of the co-determination laws.
- six-digit BAK number
- Curriculum vitae with full details of all companies for which the member is or was employed
- Evidence of further training, e.g. certificates of attendance
fully completed form "Information on reliability and other mandates", including
- Declaration of criminal and administrative offence proceedings, decisions under trade law, proceedings under property law;
- Indication of affiliation to the management and administrative or supervisory body (notifying company, parent company and subsidiaries) or absence thereof;
- Information on business relations with the company, subsidiaries and parent companies, including intermediary activities, or failure to disclose;
- Indication of other directorships held, or failure to disclose
a "certificate of good repute", "European certificate of good repute" or "corresponding documents" from abroad, no more than 3 months old
- You can apply for the (European) certificate of authority at the local registration office (or at the Federal Office of Justice). It is sent directly to the Federal Agency by the Federal Office of Justice.
- You apply for the "relevant documents" from the foreign authorities after consultation with the relevant BaFin department and then submit it to BaFin.
- extract from the central commercial register no more than 3 months old
Online procedure possible: no
Written form required: yes
Personal appearance required: no
Meldebogen "Personelle Veränderungen Aufsichtsrat nach Kapitalanlagegesetzbuch"
Meldebogen "Angaben zur Zuverlässigkeit im Geltungsbereich des Kapitalanlagegesetzbuchs"
Meldebogen zu Nebentätigkeiten von Geschäftsleitern, Aufsichtsräten und Beiräten nach Kapitalanlagegesetzbuch
Your company is an external capital management company with the legal form of
- a stock corporation (AG)
- the limited liability company (GmbH) or
- the limited partnership in which the personally liable partner is exclusively a GmbH (GmbH & Co. KG).
- Appointed persons must be competent, meaning that a member of the supervisory board or advisory board is professionally capable of adequately controlling and monitoring the management of the capital management company and actively accompanying its development.
- Appointed persons must be reliable, i.e. there must be no facts from which it can be inferred that the Supervisory Board or Advisory Board member, due to personal circumstances, offers no guarantee that he or she will perform his or her duties diligently and properly. The personal conduct as well as the business conduct of the supervisory or advisory board member with regard to criminal, financial, pecuniary and supervisory aspects is taken into account.
- If the asset management company is a stock corporation, the supervisory board must include at least one member who is economically independent of the shareholders, their affiliated companies and the business partners of the stock corporation.
§ 18 Absatz 2 bis 5 Kapitalanlagegesetzbuch (KAGB)
§ 119 Absatz 3 Kapitalanlagegesetzbuch (KAGB)
§ 147 Absatz 3 Kapitalanlagegesetzbuch (KAGB)
§ 153 Absatz 3 Kapitalanlagegesetzbuch (KAGB)
Merkblatt zu den Mitgliedern von Verwaltungs- und Aufsichtsorganen gemäß Kreditwesengesetz und Kapitalanlagegesetzbuch auf der Internetseite der BaFin
Checkliste für die einzureichenden Unterlagen nach Kapitalanlagegesetzbuch auf der Internetseite der BaFin
To inform BaFin about newly appointed or departed members of the Supervisory Board or Advisory Board, proceed as follows:
Go to the BaFin website. Download the following documents there:
- Reporting form "Changes to the Supervisory Board in accordance with the German Investment Code".
- Reporting form "Information on reliability in the area of application of the German Investment Code
- Notification form on secondary activities of managing directors, supervisory board members and advisory board members in accordance with the German Investment Code
Fill out the forms completely and truthfully and send them with all required documents by mail to BaFin.
- Please note: If individual fields of the form are not completed, this is deemed to be a failure.
- BaFin may request further documents and information if it appears necessary in individual cases.
- In individual cases, in particular in order to clarify any remaining open questions in connection with the professional and personal requirements after evaluating the submitted documents, BaFin may give the Supervisory Board or Advisory Board member the opportunity for a discussion (interview).
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