Two tests, not one. Owners are vetted on repute, criminal record and source of funds; and the size of the stake itself triggers a filing. The EU requires prior notification at 20%, 30% and 50%, Switzerland at 20%, 33% and 50%, Singapore requires approval before anyone holds 20%, and Hong Kong requires approval both to become and to continue to be an owner.
One cap table, three different trigger points
This page is about the people, not the company. What the entity must have (local directors, an office, an AML officer, capital) is in local substance requirements explained, and the risk picture in substance, cost and risk.
Four things to know
- The thresholds differ. The EU and Switzerland share the bottom and top rungs and differ in the middle: 20%, 30%, 50% against 20%, 33%, 50%.
- Notification and approval differ. The EU and Switzerland require a filing first; Singapore requires approval before anyone holds 20%.
- Hong Kong reaches further: no person may become or continue to be a substantial shareholder or ultimate owner of a platform operator without the SFC's approval.
- In the EU, silence has a defined effect: if the authority does not oppose within the assessment period, the acquisition is deemed approved, which is a limit on the authority, not a forecast about any case.
What is actually checked about an owner?
Who you are, where the money came from, and what a regulator or court previously decided about you. MiCA Article 62(2) and (3) put it in the application pack: every direct and indirect qualifying holder by name and size of holding, proof of sufficiently good repute, and evidence of the absence of a criminal record and of regulatory penalties.
Those penalties are specified: commercial, insolvency and financial-services law, anti-money laundering and counter-terrorist financing, fraud or professional liability. At the transaction stage Article 84(1) adds financial soundness, the experience of whoever will direct the business as a result, continuing compliance, and whether there are reasonable grounds to suspect money laundering or terrorist financing. Article 84(2) closes the list: the authority may oppose only on those criteria, or where the information given was incomplete or false. A thin filing is itself a ground of opposition.
Switzerland, Hong Kong and Singapore compress the same test into a sentence each. FinIA Article 11(3) requires qualified participants to be of good reputation and to ensure their influence is not detrimental; Hong Kong requires substantial shareholders, ultimate owners, officers and anyone associated with the applicant to be fit and proper; and MAS may approve a 20% controller only if the person is fit and proper under its published Guidelines on Fit and Proper Criteria and approval is in the public interest. Terms are in the glossary.
Which owners get vetted separately, and from what stake?
The EU requires written notice before 20%, 30% or 50%, Switzerland before 20%, 33% or 50%, Singapore requires MAS approval before anyone holds 20%, and Hong Kong requires SFC approval both to become and to continue to be a substantial shareholder, with no percentage in the handbook.
Four regimes: the point at which an owner stops being a private matter
| Regime | Who is vetted as an owner | Before you cross | Threshold |
|---|---|---|---|
| EU · MiCA crypto-asset service provider | Qualifying holding: 10% of capital or voting rights, or significant influence over management | Prior written notification; concert parties aggregated | 20% · 30% · 50%, or the provider becoming a subsidiary |
| Switzerland · FINMA-authorised institution | Qualified participant: 10% of capital or votes, or influence in another manner | Notify FINMA before acquiring or disposing | 20% · 33% · 50%, reached, exceeded or fallen below |
| Singapore · Payment Services Act licensee | 20% controller: alone or with associates, an interest in 20% of shares or control of 20% of votes (PSA s.2 also defines 5% and 12% controllers) | Apply for and obtain MAS approval | 20% |
| Hong Kong · virtual asset trading platform | Substantial shareholders and ultimate owners (defined at Schedule 1 Part 1 section 6 of the SFO) | SFC approval first, and to continue holding | No percentage in the handbook; the SFO definition governs |
Selling down is notifiable too: MiCA Article 83(2) requires written notice before a decision to reduce a qualifying holding below 10%, 20%, 30% or 50%. And because the middle rung differs by three percentage points, one share purchase agreement trips a filing at a different moment depending on where the licence sits. The transaction side, meaning pricing, due diligence and the closing sequence on an existing entity, is in is buying a ready-made licence worth it; this page is about the owner being vetted.
Notification or approval: does silence count as a yes?
They are different duties. The EU and Switzerland require a filing before the deal; Singapore and Hong Kong require a positive approval before anyone holds the stake. Only the EU attaches a defined consequence to silence: under MiCA Article 83(8), if the competent authority does not oppose before the end of the assessment period, the acquisition is deemed approved, which is a limit on the authority, not a forecast about any case.
The EU clock is defined. Article 83(4) gives the authority 60 working days from its written acknowledgement of receipt, which must state the expiry date, and Article 83(6) suspends that for up to 20 working days while it waits for further information, extendable by up to 30 working days where the acquirer sits outside the Union or is regulated under third-country law, which covers most non-EU buyers.
Switzerland notifies too, but the duty sits on the person: under FinIA Article 11(5) each person must notify FINMA before acquiring or disposing of a qualified participation. The SRO route states no percentage at all: AMLA Article 14(2)(d) conditions affiliation on the qualified participants enjoying a good reputation and guaranteeing that their influence is not detrimental to prudent and sound business operations. The only Swiss statutory definition of a qualified participant is FinIA Article 11(4): at least 10% of the capital or votes, directly or indirectly, or significant influence on the business activity in another manner.
Singapore is the opposite model: no one may become a 20% controller without first obtaining MAS approval, and an approval may carry conditions restricting further acquisition, disposal or voting, overriding the company's constitution. Hong Kong also approves, on its own form, with a timing trap: an approval is initially valid for 6 months, within which the share transfer should be completed, and the fee is HK$3,000 per application under the SFO and/or the AMLO.
Control without shares: concert parties, associates and shadow directors
Yes. All four regimes reach influence that carries no shares, each in its own words: MiCA aggregates persons acting in concert, Singapore counts a person together with their associates, Switzerland deems anyone able to significantly influence the business activity in another manner a qualified participant, and Hong Kong's definition of a director reaches a shadow director.
- Acting in concert. MiCA Article 83(1) applies to any person or such persons acting in concert: two holders at 15% each count together if they act together.
- Associates. Singapore's 20% controller is a person who alone or together with the person's associates has an interest in at least 20% of the shares.
- Influence in another manner. FinIA Article 11(4) makes anyone who can significantly influence the business activity a qualified participant, with no shares at all.
- Shadow directors. Hong Kong's definition of a director includes a person in accordance with whose directions or instructions the directors are accustomed or obliged to act, and the only carve-out is advice given in a professional capacity.
Keep one distinction: the 25% beneficial-owner identification threshold used in customer due diligence belongs to your onboarding file, not to licensing.
What happens if the threshold is crossed without approval?
Crossing without approval has published consequences. In the EU an unsuitable owner is a refusal ground: Article 63(10) refuses authorisation where qualifying holders fail the good-repute test in Article 68(2), and where a holder's influence is likely to be prejudicial, Article 68(3) lets the authority seek judicial orders, penalise directors and management, or suspend the voting rights attaching to that holder's shares, so the company keeps trading while that shareholder stops voting.
Singapore attaches numbers: an individual faces a fine not exceeding S$125,000 or up to 3 years' imprisonment or both, plus up to S$12,500 a day for a continuing offence after conviction; a body corporate up to S$250,000, plus up to S$25,000 a day. Where MAS refuses, the person must cease to be a 20% controller within the period MAS specifies.
Two cures are published, neither automatic. Under PSA section 32(3) it is a defence to prove you were unaware, that within 14 days of becoming aware you notified MAS, and that you then took the action MAS directed within the time MAS determined. In Hong Kong, someone who became a substantial shareholder or ultimate owner without prior approval should, as soon as reasonably practicable, apply to the SFC for approval to continue, and that test looks forward: the SFC shall refuse unless satisfied the corporation will remain fit and proper to be licensed if approved. Buying a licensed entity runs the same gate: Article 83(1) covers an acquisition whether the company is newly authorised or long established, so once the price is agreed the party being vetted is the buyer. See also what happens if your licence application is rejected.
Before you sign: three things to settle in the cap table
Three cap-table questions are cheaper to settle before the filing than after it: who sits at the top of the ownership chain, what influence exists that carries no shares, and what each person's repute and source-of-wealth file contains. Each of the three is something a regulator asks for in writing.
- Trace ownership to the natural person. Article 62(2) wants every direct and indirect qualifying holder by name and size.
- Write down the influence that carries no shares: nominee arrangements, voting agreements, board nomination rights, shadow directors.
- Build the repute and source-of-wealth file per person, per jurisdiction, and read the official-language text: Fedlex states that English is not an official language of the Swiss Confederation and that its translation has no legal force.
Frequently asked questions
If the regulator says nothing, can the acquisition close?
In the EU, yes: under MiCA Article 83(8), where the competent authority does not oppose before the end of the assessment period as extended, the acquisition is deemed approved. That is a limit on the authority, not a prediction, and it is specific to the EU. Singapore and Hong Kong both require a positive approval first.
How long does a Hong Kong shareholder approval last?
It is initially valid for 6 months, within which the intended share transfer should be completed. The fee is HK$3,000 for each application made under the SFO and/or the AMLO.
This describes published law as worded in October 2026 and is not legal advice; no application can be guaranteed, and authorisation is entirely the regulator's discretion. CryptoLicense is the licence-advisory brand of CL GLOBAL SDN BHD (1421939-T); registration details are on the entity proof page, and the routes themselves are compared in licence selection.