FCA Change in Control

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A change in control is mandated when there is a proposed shift in the ownership or control of an FCA-regulated firm. The thresholds for control of Directive firms are categorized into the following bands: 10% or more but less than 20%, 20% or more but less than 30%, 30% or more but less than 50%, and 50% or more. 

Typically, a change in control is triggered by the acquisition or disposal of shares or voting rights, the introduction of new shareholders, changes in existing shareholders' holdings, or a restructuring of ownership at the group level. Furthermore, a change in control may also be initiated by alterations in ultimate beneficial ownership, indirect control through holding companies, or changes to the board or senior management composition that impact control. To ensure compliance with FCA regulations, firms and proposed acquirers must notify the FCA in advance and obtain the necessary approval before the change takes effect.

When assessing a change in control, the FCA focuses on whether the proposed controllers are fit and proper and whether the change could adversely affect the firm’s ability to meet the threshold conditions on an ongoing basis. The FCA regulations require a thorough evaluation of the identity and background of the proposed controllers, their financial standing, reputation and integrity, and the source of funds for the acquisition. Additionally, the FCA will consider the impact of the change on the firm’s business model, governance, risk management, compliance solutions, AML and financial crime controls, safeguarding arrangements where applicable, and operational resilience. As part of the assessment, the FCA will often review whether the firm has been operating in line with its existing permissions and regulatory commitments and may raise detailed follow-up questions or request meetings before reaching a decision.

We support firms, shareholders, and acquirers throughout the change in control process, ensuring compliance with FCA regulations. We prepare and coordinate all required submissions through the FCA application portal, assist in the preparation of controller documentation and fitness and propriety information, and manage ongoing communications and regulatory information requests. Additionally, we help firms assess and address any regulatory gaps identified in the FCA’s review and prepare directors, shareholders, and proposed controllers for FCA meetings or interviews. Our aim is to ensure that change in control applications are well-structured, credible, and processed efficiently, thus avoiding delays or unexpected supervisory concerns.