Find out about control bands and when you need to tell us about a change in control.
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Thresholds for control for Directive firms can be defined in the following bands:
- 10% or more but less than 20%
- 20% or more but less than 30%
- 30% or more but less than 50%
- 50% or more
These bands apply to Directive firms, which are classed as:
- a credit institution as defined in the Banking Consolidation Directive
- a Markets in Financial Instruments Directive (MiFID) investment firm
- an insurance firm under the Consolidated Life Directive or the First Non-Life Directive
- a firm carrying on reinsurance under the Reinsurance Directive
These thresholds are also relevant to Payment Institutions and Electronic Money Institutions.
You can also see section 422 of FSMA for the full definition of 'controller'.
For non-Directive firms (eg non-MiFID investment firms, general insurance intermediaries, full permission consumer credit firms and home finance providers) there is only one threshold and one band of '20% or more'.
The requirements for non-Directive firms come from the FSMA (Controllers) (Exemption) Order 2009, which says that you should notify us when a person has decided to acquire, increase, or cease control in a non-Directive firm. This includes acquiring:
- 20% or more of the shares or voting power of the non-Directive firm
- 20% or more of the share or voting power of the parent undertaking of the non-Directive firm
- shares or voting power in the non-directive firm or its parent undertaking so that the person will be able to exercise significant influence in the non-Directive firm
A single threshold of 33% applies to limited permission consumer credit firms.
A single threshold of 25% or more applies to FCA registered cryptoasset firms.
No changes and decreases in control
If you want to increase or decrease your control within the same control band you do not need to tell us about it, unless you are a controller of a Directive firm and the increase will mean that you become a new parent undertaking of the authorised firm.
If you change your level of control so you move into a lower control band you should still tell us about the change beforehand.