Change in Control applications
The Financial Services and Markets Act 2000 (FSMA), requires persons to seek approval from the appropriate regulator before gaining or increasing control over an authorised firm. Changes in the holding structure of a group may also require a change in control application. Payment and Electronic Money Institutions follow the approach of the EU’s qualified holdings regime, which means that a person with a shareholding or voting power of 10% or more, or is able to exercise significant influence over a regulated firm is considered a controller. Following submission of the change in control application, the FCA will assess the suitability of any new controllers.
How this relates to PSD2-regulated payment services and e-money firms
With few exceptions, where a particular shareholding changes in between 10% and 50%+ in increments of 10% ‘bands’ the buyer is required to submit a change of control section 178 notice after the Share Purchase Agreement (including change in control conditions) is agreed but before the purchase completes.
In some scenarios, such as acquiring more than 50% control, the buyer will need to provide a business plan, including how the business will be structured and managed and will also need to:
How API Compliance can help with your Change in Control
We have extensive experience in supporting individuals and companies through their change-in-control process.
Support may include:
The first step is to contact us for a consultation, wherein we will determine the scope of your Change in Control application.
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