Change in control over a payment institution (PI) and electronic money institution (EMI)

If you are looking to acquire or increase a qualifying holding or control in a PI or EMI, you must get approval from us first. Find out more about the process.

Under the Payment Services Regulations 2017 (PSRs 2017) and the Electronic Money Regulations 2011, if you are proposing to acquire or increase a qualifying holding or control in a PI or EMI, you must notify and obtain approval from us, and in some circumstances, from the Prudential Regulation Authority (PRA), in advance. The notification should be made in writing. 

A qualifying holding or control is 10% or more of the capital or voting rights in a regulated firm or its parent undertaking; or which makes it possible to exercise a significant influence over the management of the regulated firm. 

A person or entity with a qualifying holding is called a controller.

Changes in control occur when a relevant threshold is crossed; these thresholds are 10%, 20%, 30% and 50%, or significant influence. Decreases in qualifying holdings must also be notified by outgoing controllers.

Apply to acquire or increase control

The person acquiring or increasing their qualifying holding (control) must obtain approval in advance, using the relevant form:

We need supporting documents on the proposed controllers and firm, after the change in control.

Email your completed form to: [email protected], unless it contains confidential or sensitive material, in which case, send it by secure post to:

Change in Control Team
Retail Department, Authorisations Division
Financial Conduct Authority
12 Endeavour Square
London
E20 1JN

Notify to reduce or cease a control

There is no form to notify a reduction or disposal of control. 

A notice given to us by a person who is reducing or ceasing to have control over a PI should be in writing and provide details of the extent of control (if any) which the controller will have following the change in control. 

Email [email protected] and tell us:

  • the existing and proposed shareholding in the EMI or PI
  • the name of the person your control will go to

Dual-regulated firms: apply to change control

If a firm is regulated by both us and the PRA, you will need permission from both before you can proceed with a change a control.
You can find out whether a firm is dual-regulated by checking the ‘regulator’ section of the Financial Services Register.

Email the form to: [email protected], unless it contains confidential or sensitive material, in which case, send it by secure post to:

Assessment and Monitoring Team
Prudential Regulation Authority
20 Moorgate
London
EC2R 6DA

How long it takes

Our approval is required before any acquisition of or increase in control can take place.

We have 60 working days (which can be interrupted and put on hold for up to another 30 working days) to decide whether to approve, approve with conditions or object to the proposed changes in control.

Penalties

Acquiring or increasing control in a PI or EMI without approval may be a criminal offence.

More information

You can find more information in Chapter 4 of Payment Services and Electronic Money – Our Approach.