Change in control

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.

Section 178

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.

How to submit your application

If the target firm(s) are regulated by the FCA only, the notifications for changes in control can be sent to us using our online system Connect. 

Find out how to apply using Connect

If the target firm(s) are regulated by both the FCA and PRA you can send the notifications for changes in control to both regulators via post or email. More details can be found in the forms listed below. Alternatively, you can use Connect to submit the forms to the FCA and send the forms separately via post or email to the PRA. 

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:

Notification forms

The forms below are required from all proposed controllers (Section 422 of FSMA) of firms authorised under FSMA, or firms authorised or registered under the EMRs 2011, or the PSRs 2017. Firms authorised or registered under the PSRs 2009 should continue to notify changes in qualifying holdings themselves. Please refer to Notify a change in qualifying holdings.

If you are seeking to be a controller of a firm authorised under the Markets in Financial Instruments (MiFID) Directive, you will need to complete the MiFID version of the form. 

Name of form

Who should use it

Corporate controllers form

Corporate controllers form (MiFID)

A firm that is either a limited company or a limited liability partnership

Partnership controllers form

Partnership controllers form (MiFID)

A firm that is a partnership

Individual controllers form

Individual controllers form (MiFID)

An individual

Trust controllers form

Trust controllers form (MiFID)

A trustee, settler or beneficiary of a trust

Fund manager form

An FCA-authorised fund manager (subject to satisfying the four conditions set out in SUP 11.3.5B)

Intragroup transactions form

Intragroup transactions form (MiFID)

A firm undertaking an internal reorganisation

Supporting documents

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

Find out how to disclose an individual's criminal convictions.

Additional requirements 

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, 12 Endeavour Square, London, E20 1JN.