2025-10-22
Added · Updated
Acquirers of insurance, reinsurance, insurance holding, or FRPS participations must submit a standard dossier via the ACPR portal (https://acprportail.banque-france.fr) in PDF and XLSX formats. The submission requires identity proofs, legal documents, three years of accounting data, governance details, and projected financial statements. Operations affecting control or group solvency demand additional consolidated balance sheets, QRT S.02.01.01/S.03.01.01/S.23.01.01 data, and descriptions of financing and shareholder agreements. Notifications must comply with Articles L. 322-4 and R. 322-11-1 of the Insurance Code.
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AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE RÉSOLUTION ----- Instruction No. 2025-I-21 on information to be transmitted to the Prudential Supervision and Resolution Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking, an insurance holding company, or a supplementary occupational retirement fund replacing Instruction No. 2015-I-34 of December 17, 2015 as amended by Instruction No. 2018-I-08 of July 11, 2018, Instruction No. 2019-I-12 of April 18, 2019 and Instruction No. 2024-I-11 of October 21, 2024
The Prudential Supervision and Resolution Authority, Having regard to the Insurance Code, in particular Articles L. 322-4 and R. 322-11-1 to R. 322-11-5; Having regard to the Monetary and Financial Code, in particular Articles L. 612-14, L. 612-24 and R. 612-21; Having regard to the opinion of the Prudential Affairs Consultative Committee of October 1, 2025, DECIDES
Article 1:
The notifications provided for in the first paragraph of Article L. 322-4 and in Article R. 322-11-1 of the Insurance Code must be carried out in accordance with the standard dossier attached to this instruction (Annex).
Article 2:
This dossier must be sent in electronic format to the Prudential Supervision and Resolution Authority by depositing it at the following address: https://acprportail.banque-france.fr
Article 3:
This instruction replaces Instruction No. 2015-I-34 of December 17, 2015 as amended by Instructions No. 2018-I-08 of July 11, 2018, No. 2019-I-12 of April 18, 2019 and No. 2024-I-11 of October 21, 2024, in order to update its annexes.
References to Instruction No. 2015-I-34 of December 17, 2015 shall be understood as references to this instruction.
Article 4:
This instruction enters into force on January 1, 2026.
Paris, October 22, 2025
For the Insurance Sectoral Sub-Collegium
The President,
Jean-Paul FAUGÈRE
Annex to Instruction No. 2025-I-21
Notification of an acquisition or extension of participation operation in an insurance or reinsurance undertaking, an insurance holding company or a supplementary occupational retirement fund (FRPS)
DOCUMENTS OR INFORMATION TO BE PRODUCED FOR THE EXAMINATION OF DOSSIERS
Non-exhaustive list which may be supplemented depending on the specificities of the operation
In the absence of explicit mention, the documents listed below are expected from all concerned entities.
The files transmitted must be in PDF format and allow the use of the "Ctrl+F" functionality. Data files, for their part, must be transmitted in XLSX format.
| A – Identity | 1. Official proof of registration in the SIREN register and LEI of the acquirer, if it is not an insurance or reinsurance undertaking authorized in France. |
| B – Legal elements | 1. Power of attorney authorizing the signatory to bind the acquirer. 2. Copy of the signatory's ID. 3. Minutes of the competent deliberative body. 4. Copy of the opinion of the social and economic committee, if applicable. 5. The acquisition protocol or draft protocol. 6. If applicable, the shareholders' agreement or draft agreement. 7. Organizational chart of the acquirer's group and the target before and after the operation. 8. The form below for each person, legal or natural, crossing, directly or indirectly, alone or in concert, a qualifying threshold of capital, in full ownership, in usufruct or in bare ownership, or of voting rights. |
| C - Accounting elements | 1. Balance sheets, income statements for the last three financial years closed of the acquirer (legal person) (only the last closed financial year if the acquirer is an insurance or reinsurance undertaking authorized in France). |
| D – Governance | 1. Detailed curriculum vitae and copy of an ID of the acquirer's directors (legal person) or the acquirer (natural person). 2. If applicable, copy of an ID of the key function holders of the acquirer (insurance undertaking) or the acquirer's group (insurance groups) and detailed curriculum vitae in case of changes. 3. Reputation assessments of the acquirer or the acquirer's directors carried out, if applicable, by other supervisory authorities (financial or non-financial). 4. For the acquirer (natural person) or the acquirer's directors (legal person), the criminal record certificate no. 3 dated less than 3 months old or an equivalent document issued by a competent administrative or judicial authority of the State of which the person is a national. |
| E – In the case of a takeover | 1. The projected social and prudential balance sheet by major items of the target after the operation as well as the detail of the assumptions retained. 2. The projected income statement by major categories of the target after the operation as well as the detail of the assumptions retained. For concerned entities not subject to the so-called "Solvency II" regime[1]: 1. Statements C5 and C6 before and after the operation. For concerned entities subject to the so-called "Solvency II" regime[2]: 1. The detailed determination (assets and liabilities) of eligible basic own funds allowing the coverage of the minimum capital requirement, and of eligible own funds allowing the coverage of the solvency capital requirement. 2. Projections regarding eligible basic own funds allowing the coverage of the minimum capital requirement[3], and of eligible own funds allowing the coverage of the solvency capital requirement[4], before and after the operation (QRT S.02.01.01; QRT S.03.01.01; QRT S.23.01.01). 3. The solvency capital requirement: for concerned entities in the standard formula, the solvency capital requirement before and after the operation (QRT S.25.01); for concerned entities in the internal model (QRT S.25.01, as well as QRT S.25.02 or QRT S.25.03 if applicable). For FRPS: 1. The detailed determination of the solvency margin requirement and the own fund elements covering it, including assumptions, projections and results of the stress test intended to assess the undertaking's ability to meet its commitments towards its policyholders, members, adherents and participants, notably under certain deteriorated market conditions[5]. |
| F – If the acquisition leads to a change in the legal situation of the target | 1. Legal statutes and draft modification of the target's statutes. 2. Kbis extract. |
| G - If the operation has a significant impact on the financial situation of the new insurance group | 1. Consolidated social and prudential balance sheets after the operation. 2. Consolidated income statements after the operation. 3. The quantitative statements of the solvency capital requirement and the own funds of the insurance group, the acquirer and the target before and after the operation (QRT S.02.01.01; QRT S.03.01.01; QRT S.23.01.01). |
THE DOSSIER IS TO BE SENT IN ELECTRONIC FORMAT TO THE PRUDENTIAL SUPERVISION AND RESOLUTION AUTHORITY BY DEPOSITING IT ON THE ACPR ONLINE PORTAL AT THE FOLLOWING ADDRESS: HTTPS://ACPR-AUTORISATIONS.BANQUE-FRANCE.FR/
Designation of the company for which authorization is required (target)
| Company name |
| SIREN Number |
| LEI Number |
Person responsible for preparing the dossier
| Title | Name |
| First name | Title/Function |
| Phone number | Fax number |
Person authorized to request authorization and assuming responsibility for the application (acquirer)
| Title | Name |
| First name | Title/Function |
| Phone number |
| Date | Signature |
Description of the target company
Information relating to share capital
| Share capital amount in € |
| Amount of capital to be paid up in € |
| Effective date |
Group structure
Does the company belong to a group?
| Yes | No |
If yes, complete below:
| Group name |
| Group nationality |
Does the company belong to a financial conglomerate?
| Yes | No |
If yes, complete below:
| Conglomerate name |
| Conglomerate nationality |
Presentation of the overall activity of the company (nature of guaranteed risks, targeted client bases, distribution channels, management methods, reinsurance arrangements).
Description of the acquirer
Shareholder: legal person
| Company name |
| SIREN |
| LEI |
| Shareholder's group | Nationality of the shareholder's group |
Distribution of the shareholder's voting rights: list of major shareholders
Registered office address
| Postal code | City | Country |
Participation in the target company (after the operation)
| Share of capital in % | Share of voting rights held in % |
If you need to register more than one shareholder, you must then download the additional form for legal or natural person shareholder available on the Internet site.
Description of the acquirer
Shareholder: natural person
| Title | Surname |
| Family name | Alias |
| First name | Other first names |
| Date of birth | Country of birth |
| Place of birth | Postal code of place of birth | ||
| Nationality | Other nationality |
Address
| Postal code | City | Country |
Participation in the target company (after the operation)
| Share of capital in % | Share of voting rights held in % |
If you need to register more than one shareholder, you must then download the additional form for legal or natural person shareholder available on the Internet site.
Distribution of the acquirer's share capital: other shareholders
Shareholder: public
| Share of capital in % | Share of voting rights held in % |
Shareholder: employees
| Share of capital in % | Share of voting rights held in % |
Shareholder: treasury shares
| Share of capital in % | Share of voting rights held in % |
Shareholder: other
| Share of capital in % | Share of voting rights held in % |
Shareholders' agreement
Do the shareholders have or will they sign a shareholders' agreement?
| Yes | No |
If yes, complete below
Signatories: natural persons
| Title | Surname |
| Family name | Alias |
| First name | Other first names |
| Title | Surname |
| Family name | Alias |
| First name | Other first names |
| Title | Surname |
| Family name | Alias |
| First name | Other first names |
Shareholders' agreement
Signatories: legal persons
| Capacity |
| Company name |
| Capacity |
| Company name |
| Capacity |
| Company name |
Information to be transmitted by the acquirer
Warning
Failures or infractions that have resulted in amnesty should not be mentioned in the answers to the questionnaire.
Information concerning non-subject entities should only be communicated insofar as this transmission is not prohibited by an obligation of confidentiality.
Questionnaire relating to the acquirer
| Company name | SIREN Number | ||
| LEI Number |
| Title | Surname | First name |
Information on the envisaged operation
Do the shares or partnership interests constitute a division of ownership of social rights?
Describe precisely the legal and financial structure of the share acquisition operation.
Indicate, if applicable, the proposed acquisition price and the criteria used to determine this price, and if there is a difference between the market value and the proposed acquisition price, provide a detailed explanation of its determination.
Identify future incompatibilities and possible exclusivities.
If yes, specify the beneficiary.
Indicate if the operation is likely to lead to the filing of a public offer. Then provide a copy of the draft information note submitted to the visa of the Autorité des marchés financiers and other communications subject to mandatory financial publicity.
| Yes | No | ||
If so, has it been carried out?
| Yes | No |
What is the deadline available to the Competition Authority, the Commission or any other foreign authority?
If it has not been carried out, within what deadline must you make your declaration?
Description of the financial scheme on which the operation will be based, specifying in particular the nature of the financial instruments used to carry out the participation (acquirer's equity, bank loans, agreements concluded with other shareholders of the target company).
| Yes | No |
In case of a positive response:
Indicate the professions, entities and geographical areas concerned and provide an evolution of the overall headcount and according to the distinctions made above.
Information on the acquirer
If it is part of a group, provide a description of the main entities constituting the group; indicate, if applicable, the share of insurance and reinsurance or supplementary occupational retirement activities (attach an organizational chart). In particular, it will be necessary to indicate if the acquirer has sister companies exercising regulated activities; furthermore, provide the list of significant participations in insurance, reinsurance and FRPS undertakings in France and abroad:
Indicate if the operation requires authorization and provide, if applicable, a copy of it; in this case, the dossier must also include indications regarding the impact of the envisaged operation on the main financial characteristics and prudential ratios of the acquirer.
| Yes | No |
If yes, the future administrator or member of the supervisory board must attach to their dossier a declaration attesting that they do not fall under the prohibitions laid down in Article L. 322-2 of the Insurance Code.
Reputation of the acquirer
If so, what qualifications were retained by the competent authority or authorities? What were, if applicable, the sanctions imposed? (In this case, send a copy of the sanction decision to the Prudential Supervision and Resolution Authority.) Is such a procedure ongoing?
| Title | Surname | First name |
| Date of birth | Place of birth |
| Functions |
| Address |
| Title | Surname | First name |
| Date of birth | Place of birth |
| Functions |
| Address |
Have the managers of the acquirer been subject to criminal, administrative, or disciplinary sanctions during the last ten years? If so, what qualifications were retained by the competent authority or authorities? What were, if any, the sanctions imposed? (In this case, send a copy of the sanction decision to the Prudential Supervision and Resolution Authority.) Is such a procedure currently underway?
Indicate whether the honorability and competence of the managers and persons responsible for key functions of the acquirer and the group to which it belongs (if applicable) have been assessed by a financial sector authority, in France or abroad. If yes:
Financial Situation of the Acquirer
If the acquirer is a legal entity, provide the income statements and social or combined prudential balance sheets for the last three fiscal years ending December 31 of the closed fiscal year, as well as, if applicable, for insurance entities, the detailed determination (assets and liabilities) of eligible basic own funds allowing coverage of the required minimum capital requirement and eligible own funds allowing coverage of the required solvency capital of the acquirer (if a legal entity) and the target before and after the transaction. In the case where the acquirer is subject to Solvency 1, replace the Solvency 2 prudential elements with solvency margin requirements and own fund elements ensuring coverage. In the case where the acquirer is an FRPS, the prudential elements are those relating to the solvency margin, in accordance with Articles R. 385-1 and R. 385-3 of the Insurance Code, and own funds ensuring coverage.
If the acquirer is a natural person, specify the amount and nature of their assets, the source of revenues of their real or personal guarantees, and provide financial information, notably financial reports as well as ratings of companies controlled or managed by the acquirer.
If the acquirer is a legal entity, indicate the various ratings assigned to securities issued by the acquirer or companies belonging to its group (provide all useful details on this subject). Provide the rating note, if it is less than three years old, and any updates, as well as comments justifying the rating(s).
If the acquirer is a sovereign wealth fund, indicate the name of the ministry or government department responsible for defining the fund's investment policy. Provide details of the investment policy and restrictions on investments. Finally, indicate the name and position of the persons responsible for making investment decisions for the fund, as well as details of any influence exerted by the identified ministry or government department on operations involving the sovereign wealth fund vis-à-vis the transaction.
If the transaction is carried out within the framework of a trust, provide the identity of all administrators who will manage the assets according to the terms of the trust and, if applicable, their respective shares in the distribution of revenues. Indicate the identity of all persons who are beneficial owners or settlors of the trust and, if applicable, their respective shares in the distribution of revenues.
2.10 If the candidate acquirer is a legal entity whose registered office is located in a third country, provide a certificate of regularity or, failing that, an equivalent document issued by the foreign financial sector authorities regarding the candidate acquirer and, if applicable, a declaration from the foreign financial sector authorities affirming that there are no obstacles or limitations preventing the communication of information necessary for the purpose of supervising the target company. Finally, indicate general information concerning the regulatory regime of this third country under which the candidate acquirer falls.
2.11 If the acquirer is a private equity fund or a hedge fund, provide a detailed description of the performance of previous acquisitions of qualifying participations in financial institutions made by the candidate acquirer and details on the candidate acquirer's investment policy and any restrictions on investments, including details on investment monitoring, factors on which the candidate acquirer bases its investment decisions concerning the target company, and factors that would lead to changes in the candidate acquirer's disengagement strategy. Specify the decision-making framework governing the candidate acquirer's investment decisions, including the name and position of persons responsible for making these decisions; and, finally, a detailed description of the candidate acquirer's anti-money laundering procedures as well as the legal framework for anti-money laundering to which it is subject.
Additional information required depending on the level of participation whose acquisition is planned
Information to be provided for a qualifying participation acquisition not resulting in a change of control
In the case where the participation is less than 20 %, specify:
In the case where the participation is equal to or greater than 20 %, specify:
Information to be provided for a participation acquisition resulting in a change of control
A development plan describing the strategic axes of the activity following the acquisition, providing forecast data and details of the major developments that the candidate acquirer envisages for the target company.
Indicate information on the objectives of the participation, the envisaged duration, as well as the acquirer's intentions regarding the level of this participation (reduction, maintenance, increase).
Indicate the medium-term financial objectives (return on investment, cost-benefit ratio, earnings per share, etc.).
Indicate the consequences of the acquisition on the governance principles and the overall organizational structure of the target company, particularly regarding:
Will the number and/or organization of trades or main activities be modified?
Highlight, if applicable, the expected synergies with the buyer or within the framework of the sole redeployment of the company's activities (evaluation of savings, partnership revenues, possible restructuring costs and modalities of taking charge).
Provide a description and global quantification for each of the activities exercised, distinguishing existing activities from new activities.
Provide the target establishment's forecast financial statements for a period of three years, presenting unconsolidated and consolidated data, in particular:
Impact of the Transaction on the Acquirer
| Yes | No |
In the affirmative, provide for the new group the answers to questions 35 to 39.
Evaluate the incidence of the concentration transaction on each of the main markets on which the new group will operate. In the event that these incidences are likely to reach substantial thresholds, establish for the domains concerned, on the one hand, calculations of global market shares and by geographical zones, on the other hand, by lines of business (deposits, credits, specialized financing, SME financing, asset management…).
Prevention of Money Laundering and Terrorism Financing Operations
| Yes | No |
In the affirmative, indicate the name of the body responsible for its control as well as its contact details.
Detail the origin of the funds used to finance the operation.
"In my capacity as , I certify the accuracy of the above information and undertake to bring to the knowledge of the Prudential Supervision and Resolution Authority any significant changes to the elements of this declaration."
At
Signature of the acquirer
(or his representative)
Template of letter to be completed by the acquirer of the participation in order to accompany the form
| Name and address of the acquirer …………… | Mr. the Governor of the Bank of France President of the Prudential Supervision and Resolution Authority |
Mr. Governor,
In my capacity as ……………[8], I have the honor to send you herewith the information requested by the Prudential Supervision and Resolution Authority on the occasion of the participation that ……………[9] proposes to realize in the capital of ……………[10].
I certify that this information is sincere and faithful and that there is, to my knowledge, no other important fact of which the Prudential Supervision and Resolution Authority must be informed.
I undertake to immediately inform the Prudential Supervision and Resolution Authority of any change that would significantly modify the information provided.
Furthermore, I also undertake to provide, each year, to ……………[11], (of which the company ……………[12] is a partner or shareholder, or of which I am ……………[13]), the financial information that it is required to transmit to the authorities according to the regulatory provisions in force.
Please accept, Mr. Governor, the expression of my high consideration.
Date ……………
Signature
Processing of information collected in the file of change of control or participation acquisition
The provision of the requested information is mandatory and the lack of response does not allow the examination of the file.
These information are intended, within the framework of the laws and regulations in force, to the Prudential Supervision and Resolution Authority.
These information, collected by the Prudential Supervision and Resolution Authority in its capacity as single interlocutor of persons and enterprises requesting them, may be communicated, for the accomplishment of their mission, in respect of the legislation in force, to judicial authorities (Article L. 612-17 of the Monetary and Financial Code) and to foreign supervisory authorities (Articles L. 632-1 to L. 632-7 of the same code).
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This document supersedes: Instruction No. 2024-I-11 of October 21, 2024, on exchanges between the ACPR and insurance, reinsurance, and supplementary professional pension entities, Instruction No. 2019-I-12 of April 18, 2019 amending Instruction No. 2015-I-34 regarding information to be transmitted to the ACPR in the context of acquiring or extending holdings in insurance or reinsurance undertakings, Instruction No. 2018-I-08 of July 11, 2018 amending Instruction No. 2015-I-34 regarding information to be transmitted to the ACPR for acquisitions or extensions of participation in insurance or reinsurance undertakings, Instruction No. 2015-I-34 of December 17, 2015, on Information to be Transmitted to the ACPR in the Context of Acquiring or Extending Holdings in an Insurance or Reinsurance Undertaking
Source: Autorite de Controle Prudentiel et de Resolution — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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