This article is part of the Autumn 2026 edition of Financial regulation quarterly, which covers practical insight on the regulatory developments in the sector.

The post-summer months have seen a flurry of corporate transaction activity, with buyers and sellers keen to wrap up transactions before the government announces its annual budget.

Many of these transactions involve acquiring Financial Conduct Authority (FCA)-authorised firms, which means that the parties need to obtain approval from the FCA before the deal can complete – creating operational and timing challenges for deals. Below is a summary of who needs to notify the FCA, what the process involves, and some key points for firms to consider.

Who is a controller?

The FCA defines a ‘controller’ as someone who holds:

• 10% or more of the shares or voting power in a UK-authorised person (A) or a parent undertaking (P); or
• shares or voting power in A or P that allows them to exercise significant influence over the management of A.

Who needs to notify?

The requirements are set out within s.178 of the Financial Services and Markets Act 2000. Under this legislation, anyone acquiring, increasing or disposing of control in an authorised firm must notify the FCA in advance where their shareholding or voting rights go beyond a particular threshold, depending on the business that the firm undertakes (usually 10%, 20% or 33%).

This means that approval is required in situations where:

• the owners of an authorised firm are planning to sell the business (in full or in part) to new shareholders;
• one shareholder wants to their shares to another existing shareholder; and
• there is an internal restructure happening ‘up the chain’ above an authorised firm, such as the introduction of a new holding company between the business and its shareholders.

Failing to notify and obtain the FCA's approval in advance of a change in control is a criminal offence. Approval is required for each controller who is increasing control, including both corporate and individual controllers.

The process

The FCA change in control process has three distinct phases:

1. Notification preparation

The notification is made through a dedicated form requesting information about the transaction and the proposed controllers. Form specifics include details and rationale behind the transaction, the background of the controllers, and long-term plans for the business. Separate forms are required for corporate and individual controllers.

Supporting documents are also required alongside the form. These can include (but are not limited to):

• a detailed regulatory business plan containing:
  • strategic development plans;
  • details of planned alignment with Consumer Duty requirements;
  • due diligence reports;
  • financial statements, capital adequacy forecasts, governance and integration plans;
• copy of the share purchase agreement;
• proof of funding;
• director CVs; and
• control structure charts.

2. Submission and initial triaging

Once submitted, the FCA will review and determine whether the submission is 'complete' – meaning it contains all necessary documents and information. This is not an approval; it simply means the submission itself is regarded as complete, at which point it moves into the review stage.

3. FCA assessment period

The FCA has a statutory assessment period of 60 working days to review and issue a decision on the notification. It can extend this period by up to a further 30 working days if additional detail is needed.

Once the notification is reviewed and approved, the FCA will then issue an approval letter which will be valid for a fixed period; usually three months. Parties can then move forward with the transaction and must notify the FCA once the new structure has gone live.

What do firms need to be aware of?

• Plan ahead: There is a significant amount of supporting documentation to prepare, and some of it will require other parts of the transaction to be underway simultaneously; such as SPA drafting and due diligence reporting. Add to this the 60 working day approval period, and the overall process can run to several months. Firms should factor this into deal timelines from the outset.
• Quality over speed: A rushed or incomplete application risks delays and requests for further information from the FCA. Submissions and supporting documents should be thorough and detailed.
• Intragroup changes are not exempt: Restructures such as the introduction of a new holding company can still require prior notification and approval.
• Exiting shareholders must also notify: Controllers who are reducing their control, including those exiting the business entirely, are required to notify the FCA.

If you or your firm have any questions or concerns about the regulator’s newly introduced cryptoasset regulation, Browne Jacobson’s financial regulation team is happy to have that conversation.