FCA change in control

The FCA has 60 working days to determine a notice, running from the day it acknowledges a complete one rather than from submission (section 189 FSMA). It can interrupt that period once, for up to 30 working days, while it waits for further information. That is roughly four months of assessment at the outside, and it does not include the preparation beforehand or the time spent getting a notice to the point the FCA considers it complete. For anything other than a simple, well-prepared case, plan for several months end to end.

Only once the notice is complete. The FCA is explicit that it cannot assess a notification unless every relevant question is answered and every necessary form is included and signed. A notice submitted with gaps does not start the 60 working days, so the completeness gate, not the assessment, is where most change-in-control timetables slip.

It depends on the firm. For Directive firms the bands start at 10% of shares or voting power and step up at 20%, 30% and 50%, with fresh approval needed at each crossing. Non-Directive firms have a single 20% threshold, limited-permission consumer credit firms 33%, and beneficial owners of cryptoasset firms registered under the Money Laundering Regulations 25%. Separately, holding shares or voting power that lets you exercise significant influence over management makes you a controller whatever the percentage.

Yes. Reducing control or ceasing to be a controller is notifiable in writing before the disposal is made, under section 191D FSMA. Sellers and departing founders are the parties most often missed, because the attention usually sits with the incoming acquirer.

Acquiring or increasing control without the FCA's approval is a criminal offence under section 191F FSMA. In practice the more immediate consequences are regulatory: the FCA can object to the change under section 191A, and can issue a restriction notice under section 191B which voids share transfers and suspends voting rights. This is why approval is normally a condition precedent to completion rather than something dealt with afterwards.

Yes. Authorised payment institutions and electronic money institutions are not exempt and do not have a separate process. Part XII of FSMA is applied to them with modifications through the Payment Services Regulations 2017 and the Electronic Money Regulations 2011, so the same forms and the same 60-working-day period apply, with the FCA acting alone rather than alongside the PRA.

No. The regime applies to authorised firms, and an appointed representative is not itself authorised - its principal is. Acquiring an AR is therefore not a change in control of that AR, though it may still matter to the principal under its own appointed representative oversight obligations.

Usually. Incoming directors and senior managers generally need their own approvals under the Senior Managers and Certification Regime, and if the business model changes on acquisition the firm may need a variation of permission. Both are separate applications with their own timetables, and running them in sequence rather than in parallel is a common cause of delay after completion.