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Suitability of qualifying shareholders

The European Central Bank or, for institutions not covered by the Single Supervisory Mechanism, Banco de Portugal, assesses the suitability of the owners or potential owners of qualifying holdings in entities subject to their supervision.

Qualifying shareholders are:

  • Those that own, directly or indirectly, a holding in an undertaking which represents 10% or more of the share capital or of the voting rights;
  • Those that, for whatever reason, irrespective of their capital holding, have a significant influence in the management of the institution.

Qualifying shareholders' suitability is assessed in analogous terms to the assessment made in respect of the members of the management and supervisory bodies, enshrined in the applicable European guidelines.

Whether the European Central Bank or Banco de Portugal undertakes the assessment, the natural or legal person intending to acquire directly or indirectly a qualifying holding in a credit institution must communicate its project to Banco de Portugal in advance.

The suitability assessment is undertaken as part of the project communicated to Banco de Portugal.

If the projected acquisition is expected to result in changes to the members of the management body, the new planned members are also subject to assessment, not only in regard to the suitability requirement, but also to the requirements of professional qualifications and experience, independence and time commitment.

The items to be sent to Banco de Portugal for assessing the suitability of the proposed owners of qualifying holdings are:

  • Information with content as defined in Annex I to Notice of Banco de Portugal No 6/2021; 
  • A simple two-sided photocopy of the identity document (citizen card, identity card or equivalent) of the proposed acquirer, in case of a natural person, or of the members of the management and supervisory bodies of the proposed acquirer, in case of a legal person; 
  • Declaration of truthfulness of the information provided, including the content and under the terms defined in Annex III to Notice of Banco de Portugal No 6/2021.

Banco de Portugal may invite the proposed acquirers to provide supplementary items and information as deemed fit.