Non-compliance with notification requirements: Bafin imposes administrative fines
Executive Summary
BaFin has publicly disclosed that, on 15 October 2025, it imposed six administrative fines of EUR 40,000 each (total EUR 240,000) on a natural person for failing to submit mandatory voting rights notifications under section 33 WpHG. The case underscores BaFin’s strict enforcement stance on major holdings transparency and highlights that failures to notify within the four‑trading‑day deadline can trigger substantial, repeated sanctions up to EUR 2 million for individuals.
What Changed
- - BaFin reiterates that shareholders must notify both the issuer and BaFin within four trading days when their voting rights in a listed issuer reach, exceed, or fall below specific statutory thresholds under the WpHG.
- Voting rights held by subsidiaries are deemed to be attributable to the parent undertaking and must be included when assessing whether disclosure thresholds are triggered.
- Parties subject to voting rights notification requirements are required to use the binding notification form prescribed in section 12(1) of the German Securities Trading Reporting Regulation (WpAV).
- A failure to notify threshold crossings to both the issuer and BaFin constitutes a violation of section 33(1) sentence 1 WpHG and can lead to administrative fines.
- BaFin confirms that, where imposed on a natural person, the administrative fine for breaches of voting rights notification duties can be up to EUR 2 million per infringement.
- The publication reinforces BaFin’s policy objective that voting rights notifications are central to capital‑market transparency and investor confidence in the German market.
Suggested Considerations
- Map all holdings of German‑listed shares across the group, including subsidiaries and controlled entities, to ensure accurate aggregation of voting rights for threshold monitoring under section 33 WpHG.
- Implement or enhance automated monitoring systems that track voting rights positions in German issuers against the statutory thresholds (3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75%) and flag potential reportable events in real time.
- Establish internal procedures to ensure that any threshold crossings are identified and notified to both the issuer and BaFin within four trading days, including clear workflows, responsibilities, and escalation paths.
- Standardise use of the binding BaFin/WpAV voting rights notification form and integrate it into internal reporting templates and the BaFin MVP reporting portal processes.
- Train front‑office, trading, portfolio‑management, and legal/compliance staff on the WpHG voting rights disclosure regime, including treatment of subsidiaries’ holdings and consequences of late or missing notifications.
- Conduct a retrospective review of past trading and holdings in German‑listed shares to identify any potential unreported or incorrectly reported threshold crossings and remediate them, including voluntary corrective notifications where necessary.
Key Dates
Compliance Impact
Non‑compliance with voting rights notification requirements under section 33 WpHG can result in repeated administrative fines and, for natural persons, sanctions up to EUR 2 million per infringement, creating substantial financial and reputational risk. The published case signals that BaFin will actively identify and penalise failures to notify, including where multiple breaches arise from the sam
Who is Affected
References
AI-generated analysis. May contain errors or omissions — verify with the original BaFin source before acting. Full disclaimer.
Summary
On 15 October 2025, Bafin imposed six administrative fines of €40,000 each on a natural person. The fines were imposed due to the failure of the person in question to comply with the requirements of the German Securities Trading Act (Wertpapierhandelsgesetz - WpHG). This person had failed to submit voting rights notifications.