Governance Excellence for Your Banking Licence Application

Banking Licence Governance & Organisational Structure: From KWG Section 25a to MaRisk AT 4

BaFin scrutinises your governance quality under KWG Section 25a and MaRisk AT 4 in detail during the licensing process — from the four-eyes principle to the Three Lines of Defence and Fit & Proper assessments.

  • 01BaFin-compliant governance structures and organisational models
  • 02Efficient decision-making processes and clear responsibilities
  • 03Compliance-integrated organisational and process structure
  • 04Flexible structures for sustainable banking growth
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Banking Licence Governance & Organisational Structure: Regulatory Requirements and Best Practices

BaFin requires proof of professional corporate governance covering three core areas in the banking licence process: First, proper business organisation under KWG Section 25a with the four-eyes principle, clear segregation of duties, and documented decision-making processes. Second, a Three Lines of Defence model with operational controls, independent compliance, and internal audit per MaRisk AT 4.4.

Third, Fit & Proper qualification of all managing directors and supervisory board members under CRD VI. With the 2026 MaRisk revision increasing proportionality requirements, our governance architecture already accounts for upcoming changes.

We work with you to develop tailored governance structures and organisational models that both meet the strict BaFin requirements and optimally support your business objectives. Our approach combines regulatory excellence with operational efficiency.

2 service modules

Service scope

01

Corporate Governance Design

We develop comprehensive governance frameworks that combine regulatory excellence with business efficiency.

  • Board structures and committee organisation
  • Management board organisation and responsibilities
  • Control framework and monitoring systems
  • Governance policies and procedural guidelines
02

Organisational Structure and Processes

Development of efficient organisational models with clear roles, responsibilities and optimised business processes.

  • Organisational structure and functional distribution
  • Process organisation and process maps
  • Risk and compliance integration
  • Reporting and information flows

5 phases

Our Governance Development Approach

We develop your governance structures systematically and with a practical focus, based on proven frameworks and individual business requirements.

  1. Analysis of business strategy and regulatory requirements

  2. Design of corporate governance and organisational structure

  3. Development of policies, processes and control mechanisms

  4. Implementation and testing of governance structures

  5. Documentation and preparation for the BaFin review

Your contact

Melanie Düring

Head of Risk Management

+49 69 913 113-01 info@advisori.de
Together with our clients, we develop governance structures that fulfil all BaFin requirements while also serving as a stable foundation for a sustainably successful banking business. Our combination of deep regulatory expertise and practical implementation ensures that governance is designed not only to be rule-compliant, but also strategically effective.
ADVISORI expert opinion

Our Governance Expertise

  • 01In-depth knowledge of BaFin governance requirements and MaRisk
  • 02Proven governance models from successful licensing projects
  • 03Practice-tested organisational structures for various bank types
  • 04Comprehensive approach from strategy to operational implementation

Regulatory Focus

BaFin places particular emphasis on the quality of governance structures. Weaknesses in the organisational structure or unclear responsibilities can lead to the rejection of the licence application. Early and professional structure development is essential.

Further reading

8 QUESTIONS, BRIEFLY ANSWERED

Frequently asked questions about Banking Licence Governance & Organisational Structure

What governance requirements does BaFin impose for banking licence applications under KWG Section 25a?

KWG Section 25a requires proper business organisation with the four-eyes principle (at least two managing directors), clearly defined responsibilities, a transparent organisational structure, and effective control procedures. BaFin specifically examines the separation of front and back office functions, independence of control functions, and adequacy of organisational structures for the planned business model.

What does the Three Lines of Defence model mean for banking licence governance?

The Three Lines of Defence model is a central governance principle required by BaFin: The first line comprises operational risk management within business units, the second line the independent compliance and risk control function per MaRisk AT 4.4, and the third line internal audit per MaRisk BT 2. All three lines must be documented and operational before the licence is granted.

What Fit & Proper requirements apply to managing directors and supervisory board members?

BaFin assesses the professional competence and reliability of all managing directors and the expertise of supervisory board members under KWG Section 33. CRD VI tightens these requirements: large institutions must notify planned appointments 30 working days in advance, and heads of internal control functions receive strengthened rights including direct reporting lines to the supervisory board.

How do MaRisk AT 4 organisational requirements differ from the KWG framework?

The KWG provides the legal framework for business organisation, while MaRisk AT 4 specifies the concrete minimum requirements for organisational and operational structure. MaRisk AT 4.3 governs segregation of duties and conflict of interest avoidance, AT 4.4 addresses special functions such as risk controlling and compliance. The 2026 MaRisk revision strengthens proportionality and eliminates redundancies with the KWG.

What role does the four-eyes principle play in banking licence applications?

The four-eyes principle is a fundamental prerequisite under KWG Section 33: at least two natural persons must manage a bank as full-time managing directors. BaFin examines not only the formal staffing but also the actual joint management, the allocation of duties in the business distribution plan, and mutual oversight for material decisions.

How does ADVISORI develop a scalable governance structure for new banks?

We design a governance architecture that is BaFin-compliant from day one while scaling with the business model. This includes a modular organisational setup with defined escalation paths, a proportionate Three Lines of Defence model that starts lean and expands with growth, and a governance roadmap for the first 24 months after licence approval.

What changes does the 2026 MaRisk revision bring for bank governance?

The ninth MaRisk amendment introduces two central changes: First, stronger proportionality so that smaller institutions need to demonstrate less complex governance structures. Second, elimination of redundancies between KWG and MaRisk, making the regulatory landscape clearer. The consultation started in Q1 2026, with finalisation expected in Q3 or Q4 2026.

What common mistakes lead to banking licence rejection due to governance deficiencies?

The most frequent reasons for rejection include: unclear delineation of responsibilities between managing directors, missing segregation between front and back office, insufficient independence of the compliance function, incomplete documentation of decision-making processes and control procedures, and managing directors who fail Fit & Proper requirements. ADVISORI systematically identifies and resolves these weaknesses before the application is submitted.