Offences relating to change in control of UK authorised persons
Offences relating to change in control of UK authorised persons

The following Corporate Crime guidance note provides comprehensive and up to date legal information covering:

  • Offences relating to change in control of UK authorised persons
  • Change in control of authorised persons
  • Criminal offences under Part XII of FSMA—control of UK authorised persons
  • Enforcement

Change in control of authorised persons

Part XII of the Financial Services and Markets Act 2000 (FSMA 2000) requires individuals or corporate bodies wishing to acquire or increase control in a UK authorised firm to seek prior approval from the Financial Conduct Authority (FCA) or the Prudential Regulation Authority (PRA). An existing controller must also notify the FCA or PRA when decreasing or ceasing control in a firm. SUP 11 in the FCA Handbook and the Change in Control Part of the PRA Rulebook give full details of the thresholds and requirements.

Notifications for acquiring or increasing control are known as section 178 notifications and should be submitted to the FCA or the PRA as soon as a decision is made to acquire. Prior approval from the appropriate regulator is needed before there is any acquisition or increase in control.

For further information on the change of control regime, see Practice Notes:

  1. FSMA 2000 controllers regime—key concepts

  2. Obligations of controllers—acquiring and increasing control

  3. Obligations of controllers—reducing or ceasing control

  4. FSMA 2000 controllers regime—obligations for firms

  5. FSMA 2000 controllers regime—fund managers

  6. Enforcement of the FSMA 2000 controllers regime

Criminal offences under Part XII of FSMA—control of UK authorised persons

FSMA 2000, Part XII covers FSMA 2000, ss 178–192, which were substantially amended as of 21 March 2009 by SI 2009/534,