Individuals or companies that wish to acquire or increase control in a firm that we regulate must seek our prior approval.
Regulated firms are also obliged to notify us of proposed or actual changes in control (see SUP 11.4 in the Handbook for further information).
Dual-regulated firms (banks, building societies, credit unions etc) need to obtain approval from the Prudential Regulation Authority.
A change in control can also take place when an existing controller of a firm decreases its control. See FSMA section 191D or SUP 11 in the Handbook for full details of the thresholds and requirements.
It is a criminal offence under FSMA section 191F to:
- acquire or increase control without notifying us first
- fail to obtain prior approval in such circumstances
You may also be liable on indictment to a fine that exceeds the statutory minimum.
Read our quick reference guide (PDF) which gives a definition of controllers, the various control bands and an example structure chart.
Notifications for changes in control are known as Section 178 notices – you should send us a notification as soon as you have made a decision to acquire a control in an authorised firm. Making a decision to acquire could for example include circumstances where a proposed controller decides not to take any action to prevent or reduce its increase in control to below the relevant threshold.
We have 60 working days (excluding any interruption period) to assess a change of control case. This period begins on the day we acknowledge receipt of a complete Section 178 notice.
What you should send us
These documents can be sent to us either by the controller(s) or jointly by the controller(s) and the target FCA authorised firm:
These are required from all controllers (Section 422 of FSMA).
Name of form
Who should use it
A firm that is either a limited company or a limited liability partnership
A firm that is a partnership
A trustee, settler or beneficiary of a trust
An FCA-authorised fund manager (subject to satisfying the four conditions set out in SUP 11.3.5B)
A firm undertaking an internal reorganisation
These will include, but may not be limited to:
- post-transaction structure charts
- CVs for individual controllers and directors/members of corporate controllers
- proof and source of funding
- accounts for corporate controllers
- comprehensive business plan
- negative disclosure supporting information/documents
This is where the target firm(s) is relationship-managed by us. For all changes in control where we relationship-manage the target firm(s), we may have additional requirements to those published. The target firm should contact its FCA relationship manager to discuss any proposed changes in control and whether a pre-notification meeting is required.
If you are a proposed controller and do not want to submit a joint notification with such a target firm, please email [email protected] or write to: Change in Control team, Financial Conduct Authority, 25 The North Colonnade, London E14 5HS.