Change in control

Individuals or companies that wish to acquire or increase control in a firm that we regulate must seek our prior approval.

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. This period begins on the day we acknowledge receipt of a complete Section 178 notice.

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:

Page updates

09/02/2021: Information added Joint committee guidelines on acquisitions and increases of qualifying holdings