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FCA Change of Control

If you’re planning to acquire or increase your control of an FCA-regulated firm, either as an individual or a company, you must seek prior approval from the FCA. Regulated firms must notify the FCA of any proposed or actual change in control.

Meeting your obligations

Seeking FCA authorisation for a Change in Control can be a complex and demanding process – depending on the scale and potential implications of the proposed change.

You will need to persuade the FCA that any proposed change is in the interests of both customers and the market as a whole. This can involve producing a significant amount of supporting documentation and responding appropriately to follow-up questions from the regulator.

But failure to secure authorisation in advance – or to notify the FCA of any intended change – is a criminal offence for which, if indicted, you will be liable to pay a substantial fine.

The good news is that Thistle’s expert team is here to help.

What constitutes a Change in Control

A Change in Control is considered to have taken place whenever one entity gains or increases, to a greater or lesser extent, its control of an FCA-regulated firm and/or when another entity decreases or gives up control. Exactly how ‘control’ is defined depends on the type of firm involved.

Section 178 notification

Change in Control notifications are known as Section 178 notices. You should send a notification to the FCA as soon as you have made a decision to acquire or extend a degree control in an FCA-regulated firm.

As part of your Section 178 submission, you will need to submit the following documents:

  • Completed Section 178 notification forms for every individual or entity proposing to take control, together with all relevant supporting documents
  • A Regulatory Business Plan
  • Financial projections
  • A structure chart showing before and after positions

If you’re seeking to become a controller of a firm authorised under the MiFID Directive, you’ll need to complete the MiFID version of this form.

We can help

Our specialist team has extensive experience of FCA Change in Control authorisations and Section 178 submissions. We understand in detail what the regulator requires and how to move the process forward rapidly and smoothly.

We can also provide appropriate due diligence support on any target acquisition to make sure you aren’t wasting your time.

We can help you with a review, partnership, or executive service basis – giving you as much or as little support as you feel you need.

To find out more, contact our specialist Change in Control team today on 0207 436 0630 or email us at info@thistleinitiatives.co.uk.


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