Change of Control
Regulatory management of investment rounds, acquisitions and ownership changes requiring FCA notification or approval.
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Tell us the business, the markets and your timing. Every enquiry is answered the same business day, with a written proposal: the licence, the requirements, the cost and the timeline.
Your enquiry
What we do
When there is a change in the ownership or control of a regulated firm, such as an acquisition, merger, or significant change in shareholding, the firm must notify and obtain approval from its regulator before the change takes effect.
In the UK, changes of control are governed by Section 178 of the Financial Services and Markets Act 2000. The FCA assesses whether proposed new controllers are fit and proper and whether the change would adversely affect the firm's management.
Our change of control service covers preparation and management of regulatory notifications, working with both the acquiring party and the regulated firm to ensure a smooth approval process.
Transaction Assessment
We assess the proposed transaction and determine regulatory notification requirements.
Documentation
We prepare the change of control application including fitness and propriety evidence.
Submission
We submit the application to the relevant regulator.
Management & Completion
We manage all regulator communications and support transaction completion.
What's Included
Section 178 Application
Complete change of control notification prepared for FCA submission.
Controller Assessment
Fitness and propriety evidence pack for proposed new controllers.
Source of Funds Documentation
Comprehensive evidence of the source and legitimacy of acquisition funds.
Business Plan
Post-acquisition business plan demonstrating continuity of sound management.
Regulator Liaison
Full management of regulator communications during the assessment period.
Condition Management
Support with any conditions attached to the regulatory approval.
Who this service is for
Firm types
- - Private equity and venture capital investors
- - Strategic acquirers of regulated businesses
- - Regulated firms undergoing ownership changes
- - Shareholders in regulated entities
Situations & Triggers
- - Acquiring a stake in a regulated firm
- - Raising investment that changes qualifying holdings
- - Corporate restructuring affecting ownership
- - Management buyouts of regulated businesses
Why firms choose Regulatory Counsel
200+ licence and registration engagements
Applications taken through regulators in the United States, the United Kingdom, Europe, Canada, Australia, the Middle East and Asia.
Senior-led
The same senior practitioners run your engagement from the first assessment to the last regulator question.
Every regulated sector
Payment, e-money, money transmission, crypto, banking, lending, insurance, mortgage and investment firms.
In writing, the same day
Every enquiry is answered the same business day, and scope, timeline and fees are set out in writing before work begins.
Related insights
Change of Control for FCA-Regulated Firms: Process, Requirements & Timelines
Who must notify the FCA before buying into a regulated firm, the control thresholds for each firm type, the 60 working day assessment and how to avoid delays.
Acquiring an FCA-Regulated Firm: Regulatory Due Diligence Checklist
A practical regulatory due diligence checklist for buying an FCA-regulated firm, from permissions and compliance history to safeguarding, capital and the change in control notice.
Post-Acquisition Compliance Integration for FCA-Regulated Firms
How to plan and run compliance integration after buying an FCA-regulated firm, from senior manager approvals and policy alignment to safeguarding, systems migration and FCA updates.
Ready to get started?
Every enquiry is answered the same business day, with a written proposal.
Speak to a licensing expertFrequently asked questions
A notification is required when any person proposes to acquire, increase, reduce, or dispose of a qualifying holding (10% or more) in a regulated firm.
The FCA has 60 working days to assess, with possible 30-day extension. Timelines vary with transaction complexity.
The FCA can object if the proposed controller doesn't meet fitness requirements. Objections can be challenged through the regulatory tribunal.
Yes. Completing without prior approval is a criminal offence and can result in the transaction being voided and penalties for individuals involved.
Detailed information about the proposed controller including financial position, source of funds, business plan, fitness and propriety evidence, and regulatory history.
Yes. Internal restructurings resulting in changes to qualifying holdings require regulatory notification and approval.
Yes. We manage change of control notifications across multiple jurisdictions simultaneously, ensuring coordinated approvals.
Indirect changes, such as acquiring a holding company that owns a regulated firm, also trigger notification requirements.