SIO-12.3 Change in Control
SIO-12.3.1
Any person seeking to acquire control of a stablecoin issuer must seek prior written approval of the CBB.
Added: July 2025SIO-12.3.2
For the purposes of rule Paragraph SIO-12.3.1, “control” means the right to appoint the majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements, or in any other manner.
Added: July 2025SIO-12.3.3
For the purposes of Paragraph SIO-12.3.1, a person(s) seeking to acquire control must request for the CBB’s approval for taking control over a stablecoin issuer or taking any action that may lead to control by submitting Form 2 and shall also contain such particulars and information and be accompanied by such documents as the CBB may specify.
Added: July 2025SIO-12.3.4
The CBB shall, within 60 days from the date of receipt of the request referred to in Paragraph SIO-12.3.3, notify the person intending to take control over a stablecoin issuer of its approval of control, any of the actions which would lead to control, or the refusal thereof as the CBB may determine at its own discretion.
Added: July 2025SIO-12.3.5
The CBB may impose any restrictions that it considers necessary to be observed in case of its approval of control, or any of the actions that would lead to control.
Added: July 2025SIO-12.3.6
The person intending to take control over a stablecoin issuer, may within 30 days of the notification referred to in Paragraph SIO-12.3.4, lodge a grievance against the CBB’s decision to refuse the control or any conditions imposed in respect of such control. The CBB shall decide on the grievance and notify the person intending to take control over the stablecoin issuer of its decision within 30 days from the date of submitting the grievance.
Added: July 2025SIO-12.3.7
The CBB may refuse to give approval for change of control, if the CBB, based on its own assessment, concludes that the change in control would adversely affect financial stability, market integrity and interests of the clients, or if the CBB decides that the person(s), do not meet the fit and proper requirement set by the CBB.
Added: July 2025SIO-12.3.8
Any person who acquires control or shares in breach of the provisions of this Module shall carry out any instructions issued to him by the CBB to transfer such control or shares, or refrain from exercising control or voting rights according to the procedures prescribed in such instructions.
Added: July 2025SIO-12.3.9
A stablecoin issuer must not perform any of the following without prior written approval of the CBB:
(a) Merge, amalgamate or enter into a partnership with any person in Bahrain or elsewhere, except in the ordinary course of business;(b) Transfer all or a major part of its assets or liabilities in Bahrain or elsewhere, without prejudice to the provisions of Chapter 6 (Articles 66, 67 & 68) of the CBB Law;(c) Make any modification to its issued or paid-up share capital;(d) Modify its Memorandum and Articles of Association;(e) Engage in major acquisition or investment operations as determined by the CBB.Added: July 2025
