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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 of control.

Meeting your obligations

Depending on the scale and potential implications of the proposed change, seeking FCA authorisation for a Change of Control can be a complex and demanding process.

You’ll need to persuade the FCA that any proposed change is in the interests of both customers and the market as a whole. This can mean producing significant amounts of supporting documentation and responding appropriately to the FCA’s follow-up questions.

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.

What constitutes an FCA Change of Control

A Change of Control is considered to have taken place whenever one entity gains or increases 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

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

As part of your Section 178 submission, you’ll 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.

Our specialist team has extensive experience of FCA Change of 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’re not wasting your time.

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

For more information about our services, call 0207 436 0630 to speak to a member of our expert team or email info@thistleinitiatives.co.uk.


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