Find out when you need to notify us to acquire or change control in a firm that we regulate, and the factors you need to consider.
On this page
If you're an individual or firm that wants to acquire or increase control in a firm that we regulate, you must first:
- notify us, and
- get our approval
This page explains when you should notify us about a change in control, including some example scenarios.
There are other pages in this section about:
Section 178 notices
Notifications for changes in control are known as Section 178 notices.
You should notify us when you've made a decision to acquire or increase 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, and this has the effect of increasing its control above a relevant threshold.
We have up to 60 working days from when a notification is considered complete (excluding any interruption period, during which we may ask for more information) to assess a change in control case.
Find out more about Section 178 of the Financial Services and Markets Act (FSMA).
Who needs to notify us
If the firm you propose to acquire is regulated by us, you must notify us of proposed changes in control and obtain approval before they take place.
Some firms are exempt from the change in control regime – see the section on exempt firms below.
You should also notify us if you're an existing controller of a firm and you're proposing to decrease your control (although no approval is needed to decrease control).
Refer to SUP 11 in our Handbook for more information.
Joint committee guidelines on acquisitions and increases of qualifying holdings
The Joint European Supervisory Authorities (ESA) guidelines on the prudential assessment of acquisitions and increases of qualifying holdings in the financial sector came into force on 1 October 2017.
Following the UK’s withdrawal from the EU, we're proposing a number of changes to make these guidelines more aligned with the UK market and the risks we see during our assessments. Please refer to our joint consultation with the PRA. This closes on 23 February 2024, after which we'll consider the feedback and make adjustments where appropriate.
Making a decision to acquire control in a firm
We'll need the necessary information to assess the suitability of every controller – whether or not they've made a decision to acquire, and whether or not Section 178 of FSMA applies to them.
Controllers of an authorised firm must be suitable and inform us of any changes that may impact their suitability.
If you acquired control in a firm but weren't aware
If you became a controller but didn't know about the acquisition, Section 178 of FSMA probably won't apply to you. In this case, you won't need to get our approval before becoming a controller.
We still expect you to tell us as soon as you become aware that you've become a controller – and, from this point, you'll need to cooperate with us in your capacity as a controller. Authorised firms should also be informing us as soon as they become aware of any changes to their controllers.
We assess all controllers and, at any time, we can object to an existing controller if we think they:
- aren't suitable, or
- their influence will impact the authorised firm's ability to meet the minimum conditions for authorisation
We may ask you for information to help our assessment.
Definition of terms
Refer to the glossary in our Handbook for a definition of various terms such as shares, voting power and parent undertaking.
For guidance on acting in concert, refer to SUP 11, Annex 6G. Aggregating control happens when 2 or more controllers have an implicit or explicit agreement to act together in respect of their control of an authorised firm (whether directly or indirectly). The guidance covers several scenarios, including passive controllers.