Change of Control Applications for Regulated Firms
We manage FCA change of control applications for acquirers and target firms — from regulatory due diligence through to post-acquisition compliance.
Speak to an ExpertWhat We Do
A change of control application is required whenever a person or entity proposes to acquire or increase a qualifying holding in an FCA-regulated firm. We manage the full process from regulatory due diligence through to FCA approval.
When Is a Change of Control Required?
An FCA change of control application (Section 178 notification) is required when a person proposes to acquire, increase or reduce a qualifying holding of 10% or more in a regulated firm. This includes direct and indirect holdings, and applies to both individual and corporate acquirers. The FCA has 60 working days to assess the application and may extend this if additional information is required.
FCA Process & Documentation
We prepare and submit the Section 178 notification to the FCA, including all supporting documentation: corporate structure charts, source of funds evidence, business plans, financial projections, fit and proper assessments for new controllers, and any required regulatory business plans. We manage all FCA queries and liaison through to approval.
Regulatory Due Diligence (Buy-Side)
For acquirers, we conduct regulatory due diligence on the target firm — assessing its compliance position, regulatory history, outstanding obligations, pending enforcement matters, safeguarding arrangements and any potential liabilities that may affect the transaction or post-acquisition operations.
Regulatory Due Diligence (Sell-Side)
For firms being acquired, we prepare a regulatory vendor due diligence pack that presents the firm's compliance position clearly and identifies any matters that may require disclosure or remediation prior to completion.
Post-Acquisition Compliance
After completion, we support the transition — updating FCA records, revising governance arrangements, ensuring SM&CR allocations are correct, updating compliance policies and managing any conditions attached to the FCA's approval.
Frequently Asked Questions
When any person or entity proposes to acquire, increase or reduce a qualifying holding of 10% or more in an FCA-regulated firm. This includes direct and indirect holdings.
The FCA has 60 working days from receipt of a complete application. This can be extended if additional information is requested.
No. Completing a change of control without FCA approval is a criminal offence. The notification must be submitted and approved before completion.
Corporate structure charts, source of funds evidence, business plans, financial projections, fit and proper assessments for new controllers and a regulatory business plan.
Yes. We provide regulatory due diligence for acquirers (buy-side) and vendor due diligence preparation for target firms (sell-side).
We update FCA records, revise governance arrangements, update SM&CR allocations, amend compliance policies and manage any conditions attached to the approval.
Speak to Our Team
Get in touch to discuss how we can support your regulatory and compliance needs.
info@regulatorycounsel.co.uk | 2 Frederick Street, London WC1X 0ND