Identifying controllers

Find out how to identify the controllers of an FCA-authorised firm that's subject to a change in control.

We define a person as a controller if they hold:

  • 10% or more of the shares in a UK-authorised person (A) or a parent undertaking (P) of A
  • 10% or more of the voting power in A or P, or
  • shares or voting power in A or P as a result of which they are able to exercise significant influence over the management of A

This is just an overview – for the full definition of controllers, see Section 422 of the Financial Services and Markets Act (FSMA).


Shares are in relation to an undertaking:

  • with share capital, allotted shares (including all classes of shares)
  • with capital but no share capital, rights to share in the capital
  • without capital, interests:
    • conferring any right to share in the profits, or liability to contribute to the losses, or
    • giving rise to an obligation to contribute to the debts or expenses in the event of a winding up

Voting power

Voting power in relation to controllers includes:

  • voting power held by 2 or more parties that have an explicit or implicit agreement in respect of how they use their voting power (‘acting in concert’), and
  • voting power which is held, or may be exercised by a subsidiary (and will be relevant in considering the level of control held by a parent undertaking)

We consider parents of minority controllers to be controllers of authorised firms. Read more about the extended definition of voting power in Section 422 of FSMA.

Example structure chart

Identifying controllers structure chart

Note: any coloured box in this chart represents a controller, on the basis explained in the box.

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