Home Member State - Transparency Directive - Financial Conduct Authority

Notifying the FCA of Home Member State under the Transparency Directive

Last Modified: 20/11/2015

The Transparency Directive Amending Directive (2013/50/EU) revised the home Member State rules which are set out in our policy statement PS15/26.

From 26 November 2015, all issuers must disclose their home Member State to:

  • the competent authority of the Member State where it has its registered office, where applicable
  • the competent authority of the home Member State, and
  • the competent authorities of all host member States

To assist with this, the European Securities and Markets Authority (ESMA) has published a standard form for use by the EU National Competent Authorities (NCAs). We have adopted this form, with effect from 26 November 2015, and expect issuers with securities admitted to trading on a regulated market (who are required to make disclosure to the FCA) to complete and submit this form to us by email to tdhomestate@fca.org.uk.

The information provided in the home Member State notifications will be sent to ESMA who will maintain a centralised list of all issuers regulated by NCAs. The list will be updated on a six monthly basis and will be for the use of NCAs only at this stage.

Therefore, all issuers with securities admitted to trading on a regulated market (who are required to make disclosure to the FCA) should note the following requirements.

Issuers with a choice of home Member State who have not yet notified the FCA of their choice:

If an issuer has a choice of home Member State and does not declare this information within three months of its securities first being admitted to trading, a default home Member State will be given (where its securities are admitted to trading, or multiple if they are admitted to trading in more than one jurisdiction). The new default provision under the Transparency Directive (TD) will also apply to any existing issuer who has a choice of home Member State but has not yet notified the FCA of their choice. Therefore, we request all issuers who have not yet notified the FCA of their choice of home Member State to do so by 26 February 2016 using the standard notification form.

Issuers incorporated in the Union with no choice of home Member State but have not yet notified the FCA who their home Member State is:

In addition, any existing issuers incorporated in the Union who do not have a choice of home Member State will also need to inform the FCA of their home Member State (if they have not already done so by 26 November 2015).

Existing issuers who have already disclosed their home Member State to the FCA:

In respect of existing issuers who have already disclosed their home Member State to us, there is no obligation under the TD to do so again. However, the new ESMA notification form, which we are adopting, requires more detail than previously requested by the FCA. To ensure consistency of information held, we would also ask all existing issuers to update their notifications and submit the form to us.