Find out which forms you will need to complete to submit a notification for a change in control.
Update – February 2022
We have seen a significant increase in s.178 notifications over recent months. Due to these high volumes, we have experienced delays in allocating FCA-led notifications to case officers. Currently, there is a delay of approximately two months between submission of a complete notification and allocation to a case officer.
A substantial proportion of the notifications we receive are incomplete. We process these incomplete submissions on longer timelines than complete notifications. To avoid delays in processing your notification once it has been allocated, we recommend that you provide all relevant information and documents in your initial submission. You can find more information on how to ensure your notification is complete on this page.
We will allocate your notification as soon as a case officer becomes available, and confirm whether it is complete as soon as possible after that point. In the meantime, please be aware that it is a criminal offence to proceed with the transaction before we have made a decision (or before the statutory assessment period has expired). The process and penalties which may apply where these obligations are not met can be found in section s191F of FSMA. For more information on your obligations, please refer to this page.
We are recruiting additional case officers, and are making improvements as part of the FCA’s Transformation programme to reduce the time taken to allocate and determine cases. You can find more information on the Transformation programme in our 2021/22 Business Plan, here.
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 our notify a change in qualifying holdings page.
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.
These documents can be sent to us either by the controller(s) or jointly by the controller(s) and the target FCA authorised firm.
Please ensure you allow enough time when submitting your notification – we have up to 60 working days (excluding any interruption period) to assess a change in control case once it is marked complete (although the vast majority of complete notifications are determined sooner).
|
Name of form |
Who should use it |
|---|---|
|
Corporate controllers form (MiFID) |
A firm that is either a limited company or a limited liability partnership |
|
Partnership controllers form (MiFID) |
A firm that is a partnership |
|
Individual controllers form (MiFID) |
An individual |
|
Trust controllers form (MiFID) |
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) |
|
|
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, you can let us know via our online system Connect.
Alternatively, you can email [email protected] or write to: Change in Control team, Financial Conduct Authority, 12 Endeavour Square, London, E20 1JN.