# PSD3 Article 4 — Control of the shareholding Textual state: amended_substantial. 44 words changed - Compared text: Council position at first reading (Council document 8535/26) — not yet law. - Compared against: Council document 8222/26 — superseded. - Classification is mechanical; method: https://paymentslaw.eu/method/ - Editorial review state: not_assessed. Editor's notes are selective, not a complete assessment. Word-level diff for each step, earlier → later edition: `{+text+}` was inserted, `[-text-]` was deleted. ## Step 1 · Commission proposal (2023) to Council compromise text (April 2026) Article 4 → 4. Textual state: unchanged. No text changes from the 2023 proposal. - Editorial review state: not_assessed. ### Paragraph 1 1. Any natural or legal person who has taken a decision to acquire or to further increase, directly or indirectly, a qualifying holding within the meaning of Article 4(1), point (36), of Regulation (EU) No 575/2013 in a payment institution, as a result of which the proportion of the capital or of the voting rights held would reach or exceed 20 %, 30 % or 50 %, or so that the payment institution would become its subsidiary, shall inform the competent authorities of that payment institution in writing of their intention in advance. The same applies to any natural or legal person who has taken a decision to dispose, directly or indirectly, of a qualifying holding, or to reduce its qualifying holding so that the proportion of the capital or of the voting rights held would fall below 20 %, 30 % or 50 %, or so that the payment institution would cease to be its subsidiary. ### Paragraph 2 2. The proposed acquirer of a qualifying holding in the payment institution shall inform the competent authority about the size of the intended holding and relevant necessary information as referred to in Article 23(4) of Directive 2013/36/EU. ### Paragraph 3 3. Member States shall require that where the influence exercised by a proposed acquirer, as referred to in paragraph 1, is likely to operate to the detriment of the prudent and sound management of the payment institution, the competent authorities shall express their opposition or take other appropriate measures to bring that situation to an end. Such measures may include injunctions, penalties against directors or the persons responsible for the management of the payment institution in question, or the suspension of the exercise of the voting rights attached to the shares held by the shareholders or members of this payment institution. Similar measures shall apply to natural or legal persons who fail to comply with the obligation to provide prior information, as laid down in paragraph 2. ### Paragraph 4 4. Where a holding as referred to in paragraph 1 is acquired despite the opposition of the competent authorities, Member States shall, regardless of any other penalty to be adopted, provide for the exercise of the corresponding voting rights to be suspended, the nullity of votes cast or the possibility of annulling those votes. ## Step 2 · Council compromise text (April 2026) to Council position at first reading (October 2026) Article 4 → 4. Textual state: amended_substantial. 44 words changed - Editorial review state: not_assessed. ### Paragraph 1 1. Any natural or legal person who has taken a decision to acquire or to further increase, directly or indirectly, a qualifying holding within the meaning of Article 4(1), point (36), of Regulation (EU) No 575/2013 in a payment institution, as a result of which the proportion of the capital or of the voting rights held would reach or exceed 20 %, 30 % or 50 %, or so that the payment institution would become its subsidiary, shall inform the competent authorities of that payment institution in writing of their intention in advance. [-The same applies to any -]{+Any +}natural or legal person who has taken a decision to dispose, directly or indirectly, of a qualifying holding, or to reduce its qualifying holding so that the proportion of the capital or of the voting rights held would fall below 20 %, 30 % or 50 %, or so that the payment institution would cease to be its [-subsidiary. -]{+subsidiary shall inform the competent authorities of that payment institution in writing of their intention in advance.+} ### Paragraph 2 2. The proposed acquirer of a qualifying [-holding -]{+holding, as referred to +}in {+paragraph 1, in +}the payment institution shall inform the competent authority [-about -]{+of +}the size of the intended holding and {+shall supply it with +}relevant necessary information as referred to in Article 23(4) of Directive 2013/36/EU. ### Paragraph 3 3. Member States shall require that where the influence exercised by [-a -]{+the +}proposed [-acquirer, -]{+acquirer of a qualifying holding, +}as referred to in paragraph 1, is likely to operate to the detriment of the prudent and sound management of the payment institution, the competent authorities shall express their opposition or take other appropriate measures to bring that situation to an end. Such measures may include injunctions, penalties against directors or the persons responsible for the management of the payment institution in question, or the suspension of the exercise of the voting rights attached to the shares held by the shareholders or members of [-this -]{+that +}payment institution. Similar measures shall apply to natural or legal persons who fail to comply with the obligation to provide prior information, as laid down in paragraph 2. ### Paragraph 4 4. Where a {+qualifying +}holding as referred to in paragraph 1 is acquired despite the opposition of the competent authorities, Member States shall, regardless of any other penalty to be adopted, provide for the exercise of the corresponding voting rights to be suspended, the nullity of votes cast or the possibility of annulling those votes.