MEMA Scope · Assessment

Do corporate finance boutiques need FCA authorisation?

A firm advises companies on mergers, acquisitions and fundraising, and may introduce investors or help place shares for a fee. Review the initial view below and answer a few questions to refine it.

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  • FCA rule references
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Initial viewProvisional assessment

Outcome depends on the detail

Corporate finance work may involve regulated arranging or advice

Introducing investors to a deal, placing shares or advising on specific investments can be regulated. Pure strategic advice to companies may not be.

Route to consider: Direct authorisation (full permission)

Investment Arranging / Dealing

Why this was flagged

  • 1Arranging deals in shares or other investments for a fee is a regulated activity unless an exclusion applies.
  • 2Success fees tied to completing a transaction are typical in regulated arranging.

Questions still to resolve

Answer to refine the view. The result updates as you go.

  • ?

    Do you recommend that a particular investor buy, sell or subscribe for specific shares or securities?

  • ?

    Do you only introduce your client to authorised firms who will then give independent advice or manage their own discretion?The introducing exclusion has several conditions.

  • ?

    Do you approach potential investors, or send them promotional material about an offer?

  • ?

    Do you operate under an authorised firm that takes regulatory responsibility for you?

Regulatory basis to examine

RAO Art.25 Arranging deals in investmentsArranging deals in investments (opens in a new tab)RAO Art.33 Introducing (exclusion)Introducing (exclusion) (opens in a new tab)RAO Art.53 Advising on investmentsAdvising on investments (opens in a new tab)PERG 8 Financial promotion and related activitiesPERG 8: financial promotion and related activities (opens in a new tab)

Your next steps

  1. 1List each deal type you handle and what exactly you do for the client and for investors
  2. 2Test each against the arranging, advising and introducing provisions
  3. 3Review your financial promotions process
  4. 4Decide whether to apply for permission or work under a principal

Where applications for this model most often fall short

  • Deal-by-deal analysis of what you do
  • Engagement letters that describe your role accurately
  • Financial promotion approval records
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This is an initial indication from published FCA material, not an FCA determination or legal advice.

Continue with a more detailed readiness assessment

If authorisation is required, check the firm’s governance, policies, resources and application preparedness.

Will the FCA Authorise Us?

MEMA Scope gives an initial view from published FCA material. It is not legal advice or an FCA determination. Automatic matching and typed questions use AI only to choose a profile and to answer from vetted guidance; the assessment itself is never written by AI.

About this business model

A firm advises companies on mergers, acquisitions and fundraising, and may introduce investors or help place shares for a fee.

Introducing investors to a deal, placing shares or advising on specific investments can be regulated. Pure strategic advice to companies may not be.

This page gives an initial view from published FCA and legislation sources. It is not an FCA determination or legal advice. Not your business model? Describe your business in MEMA Scope.

Corporate finance boutique: frequently asked questions

Does a corporate finance advisory need FCA authorisation?

It depends on the activities. Arranging deals in investments or recommending specific investments are regulated; pure strategic advice to a company may not be. Exclusions such as introducing are narrow.

Is introducing investors for a success fee regulated?

It can be arranging deals in investments, unless an exclusion such as the introducing exclusion in RAO Art.33 applies, and that has specific conditions.

What could change the answer for corporate finance boutiques?

Introducing investors to a deal, placing shares or advising on specific investments can be regulated. Pure strategic advice to companies may not be. It can change depending on the answers to questions such as: Do you recommend that a particular investor buy, sell or subscribe for specific shares or securities? Do you only introduce your client to authorised firms who will then give independent advice or manage their own discretion? Do you approach potential investors, or send them promotional material about an offer? Do you operate under an authorised firm that takes regulatory responsibility for you?

Which FCA rules should corporate finance boutiques look at first?

Start with: Arranging deals in investments; Introducing (exclusion); Advising on investments; PERG 8: financial promotion and related activities. This is an initial view from published FCA material, not an FCA determination.

What are the first steps for corporate finance boutiques?

List each deal type you handle and what exactly you do for the client and for investors. Test each against the arranging, advising and introducing provisions. Review your financial promotions process. Decide whether to apply for permission or work under a principal.

Businesses we check

MEMA Scope covers 32 common business models. Each page explains whether that kind of business may need FCA authorisation, the rules to look at and the routes to consider.

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