Here we explain how 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.
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.
If your firm is only regulated by the FCA, you can submit notifications for changes in control using our online system Connect.
If your firm is regulated by both the FCA and PRA, you must send notifications for changes in control to both regulators via post or email, using the details in the forms on the change in control notification forms page. Alternatively, you can use Connect to submit the forms to the FCA and send the forms separately via post or email to the PRA.
Please note that the guidance below is not an exhaustive list and there may be additional factors that need to be considered on a case-by-case basis.
Preparing your notification
Please start by reading the COND Threshold Conditions module in the FCA Handbook. You'll need to explain how you'll continue to meet each Threshold Condition.
You must identify all controllers of the authorised firm subject to the change in control, and submit section 178 notification forms for each of them. Refer to our quick reference guide (PDF) and section 422 of the Financial Services and Markets Act 2000 for information on how to identify controllers.
You will also need to:
- produce detailed ownership charts, explaining any close links and regulated entities
- explain that you understand the risks in your business model, and how these will be mitigated
- identify current and potential conflicts of interest, and how these will be managed
- provide evidence of any funding you have secured
You may wish to complete a business plan that covers all key areas. For help, refer to the business plan contents template below.
Some notifications take longer because the business plan is not detailed enough. Make sure you include the following sections to help your notification.
Business to be undertaken: This should include how you intend to run the business going forward and any planned changes to the regulated activities and strategy of the target firm(s).
We also expect to see complete projected financials that explain how you will maintain your minimum capital requirements.
Governance: Provide an overview of your firm’s governance arrangements, including Board composition and any Board sub-committees.
Explain the rationale for the appointment and suitability of members of the governing board, the compliance officer and other Approved Persons. Describe the background and experience of everyone performing significant, influence-controlled functions such as directors or senior managers.
Outsourcing: Think about what areas of the business are going to be outsourced and how this will be overseen.
Systems and controls / Risk Management: Consider how your firm will identify and manage conduct risks. Provide an overview of your firm’s financial crime controls, anti-money laundering procedures and due diligence processes.
Avoid delays to the process
Make sure that your notification has no incomplete or missing forms – see our table of required forms. Where specified, documentation should be signed.
Please respond to our requests for further information promptly.