You must get our approval before gaining or increasing control in a regulated firm. Find out more about this process and Section 178 notices.
Update – December 2022
We’ve experienced delays in allocating notifications to case officers in recent months. Currently, it’s typically taking between 2 and 4 weeks to allocate notifications.
We’ll allocate your notification as soon as a case officer becomes available, and then confirm whether it’s complete as soon as possible. In the meantime, you should be aware that it’s a criminal offence to proceed with acquiring or increasing a control in an authorised firm or its parent undertaking before requesting – and receiving – approval for the transaction (or before the statutory assessment period has expired).
Find out about the possible consequences of acquiring control without our approval in s191F of FSMA. For more information on how we assess cases and on the statutory assessment period, see our change in control requirements page.
Many notifications we receive are incomplete, which takes us longer to process them. So to avoid delays, remember to provide all relevant information and documents in your initial submission.
Regulated firms are also obliged to notify us of proposed or actual changes in control. Please see SUP 11.4 in our Handbook for further information.
Dual-regulated firms (banks, building societies, credit unions etc) need to obtain approval from the Prudential Regulation Authority.
A change in control can also take place when an existing controller of a firm decreases its control. See FSMA section 191D or SUP 11 in our Handbook for full details of the thresholds and requirements.
It is a criminal offence under FSMA section 191F to:
- Acquire or increase control without notifying us first
- Fail to obtain prior approval in such circumstances
You may also be liable on indictment to a fine that exceeds the statutory minimum.
Our quick reference guide (PDF) provides a definition of controllers, the various control bands and an example structure chart.
Section 178
Notifications for changes in control are known as Section 178 notices. You should send us a notification as soon as you have made a decision to acquire a control in an authorised firm. Making a decision to acquire could, for example, include circumstances where a proposed controller decides not to take any action to prevent or reduce its increase in control to below the relevant threshold.
We have up to 60 working days (excluding any interruption period) to assess a change in control case. You can find more information on how we assess cases, and on the statutory assessment period, on our requirements for a change in control page.
Joint committee guidelines on acquisitions and increases of qualifying holdings The Joint European Supervisory Authorities (ESA) guidelines on the prudential assessment of acquisitions and increases of qualifying holdings in the financial sector came into force on 1 October 2017.
Following the UK’s withdrawal from the EU, we expect firms and market participants to continue to apply these guidelines to the extent that they remain relevant. Likewise, we will continue to apply these guidelines in respect of our own functions in the same manner as before (interpreting them in light of associated legislative changes).
Firms should use the existing methodology laid out in Part XII FSMA to identify proposed and/or existing controllers
For guidance on identifying controllers, refer to our quick reference guide (PDF).
Further information
We have other pages in this section which cover:
- Who is required to submit a change in control notification
- The different control bands and when you need to tell us about a change in control
- How to submit a notification for a change in control and minimise delays to the process
- Which notification forms you will need to complete