Learn about the different control bands for when you need to tell us about a change in control.
Directive firms
Thresholds for control of Directive firms are defined in the following bands:
- 10% or more but less than 20%
- 20% or more but less than 30%
- 30% or more but less than 50%
- 50% or more
Directive firms are classed as:
- a credit institution as defined in the Banking Consolidation Directive
- a Markets in Financial Instruments Directive (MiFID) investment firm
- an insurance firm under the Consolidated Life Directive or the First Non-Life Directive
- a firm carrying on reinsurance under the Reinsurance Directive
- a firm that's a UCITS management company (Undertakings for the Collective Investment in Transferable Securities)
- these thresholds are also relevant to payment institutions and electronic money institutions
For the full definition of 'controller', see Section 422 of the Financial Services and Markets Act (FSMA)[1].
Non-Directive firms
For change in control, these include:
- non-MiFID investment firms
- general insurance intermediaries
- full permission consumer credit firms
- home finance providers
- full scope alternative investment fund managers (AIFMs)
- small AIFMs unless they are authorised under MiFID
For non-Directive firms (as outlined above) there is only one controller band of 20% or more.
The requirements for non-Directive firms come from the FSMA (Controllers) (Exemption) Order 2009, which says that you should notify us when a person has decided to acquire, increase or cease control in a non-Directive firm. This includes acquiring:
- 20% or more of the shares or voting power of the non-Directive firm
- 20% or more of the share or voting power of the parent undertaking of the non-Directive firm
- shares or voting power in the non-Directive firm or its parent undertaking so that the person will be able to exercise significant influence in the non-Directive firm
Other thresholds
A single threshold of 33% applies to limited permission consumer credit firms.
Where there is a 'beneficial owner', a single threshold of 25% or more applies to FCA-registered cryptoasset firms. The application of other control thresholds in Reg 5[2] or Reg 6[3] of the MLRs 2017 will also need to be considered.
Significant influence
This covers shares or voting power in the firm to be acquired (or its parent undertaking), so that the person will be able to exercise significant influence in the firm.
See our guidance on the prudential assessment of acquisitions and increases in control[4] for a non-exhaustive list of factors we would consider when assessing significant influence.
Changes within the same control band
If you want to increase or decrease your control within the same control band, you don't need to tell us about it unless you're a controller of a Directive firm and the increase will mean that you become a new parent undertaking of the authorised firm.
Moving into a lower control band
If you propose to change your level of control so you move into a lower control band, you should still tell us about the change beforehand.
