SUP 10A.1 Application

21This chapter applies to SMCR firm with respect to their appointed representatives.18

1. (1)

   This chapter does not apply in relation to an overseas appointed representative in relation to regulated activities which are carried on in the United Kingdom other than from an establishment maintained by it or its principal in the United Kingdom.18

2. (2)

   An overseas appointed representative means an appointed representative which has its registered office (or, if it has no registered office, its head office) outside the United Kingdom.18

1. (-1)

   Only the following FCA governing functions (as modified by this rule) apply in relation to an overseas appointed representative which maintains (or whose principal maintains) an establishment in the United Kingdom from which regulated activities are carried on: 18

   1. (a)

      the director function;18

   2. (b)

      the non-executive director function; and18

   3. (c)

      the chief executive function.18

2. (1)

   The18 director function only applies to the extent that18 the person performing that function:

   1. (a)

      has responsibility for the regulated activities of the UK establishment18 which are likely to enable them18 to exercise significant influence over that establishment18; or

   2. (b)

      is someone whose decisions or actions are regularly taken into account by the governing body of that establishment.18

3. (2)

   The18 non-executive director function only applies to the extent that18 the person performing that function18:

   1. (a)

      has responsibility for the regulated activities of the18 UK establishment18 which is likely to enable them18 to exercise significant influence over that establishment18; or

   2. (b)

      is someone whose decisions or actions are regularly taken into account by the governing body of that establishment.18

4. (3)

   [deleted]18

5. (4)

   [deleted]18

6. (5)

   [deleted]18

7. (6)

   [deleted]18

8. (7)

   [deleted]18

9. (8)

   An overseas appointed representative has the same meaning as in SUP 10A.1.5R.18

This chapter does not apply in relation to the appointed representative of: an EEA SMCR firm20

if and in so far as the question of whether a person is fit and proper to perform a particular function in relation to that firm is reserved to an authority in a country or territory outside the United Kingdom as contemplated by section 59(8) of the Act. This rule has effect to the extent that, and for as long as, section 59(8) of the Act remains in effect under the standstill direction (as it relates to that section) as defined in the direction made by the FCA under Part 7 of the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 that came into force on IP completion day and is titled “Main FCA Transitional Directions”.20

Only the following FCA controlled functions apply to an incoming EEA firm with respect to its passported activities carried on from a branch in the United Kingdom:

1. (3)

   the customer function other than where this relates to the function in SUP 10A.10.7R (4) and (7).

In relation to the activities of a firm for which it has a top-up permission, only the following FCA controlled functions apply:

1. (1)

   the FCA required functions, other than the apportionment and oversight function and the compliance oversight function;

2. (2)

   the significant management function, in so far as it relates to:

   1. (a)

      designated investment business other than dealing in investments as principal, disregarding article 15 of the Regulated Activities Order; or

   2. (b)

      processing confirmations, payments, settlements, insurance claims, client money and similar matters, in so far as this relates to designated investment business; and6

   3. (c)

      [deleted]6

3. (3)

   the customer function.

The descriptions of the following FCA controlled functions apply to an appointed representative of a firm, except in relation to CBTL business or 4an introducer appointed representative, as they apply to an FCA-authorised person:

1. (1)

   the FCA governing functions, subject to SUP 10A.1.16 R and except for a tied agent of an EEA MiFID investment firm; and

2. (2)

   the customer function other than in relation to acting in the capacity of an investment manager (see SUP 10A.10.7R (6)).

1. (1)

   This chapter is18 is modified in relation to an appointed representative meeting the conditions in (2) so that only one of the following FCA governing functions:

   1. (a)

      director function; or

   2. (b)

      chief executive function; or

   3. (c)

      partner function; or

   4. (d)

      director of unincorporated association function;

   applies, as appropriate, to an individual within that appointed representative who will be required to be an FCA-approved person.

2. (2)

   The conditions are that:

   1. (a)

      the scope of appointment of the appointed representative includes insurance distribution activity11 in relation to non-investment insurance contracts or credit-related regulated activity3, but no other regulated activity; and

   2. (b)

      the principal purpose of the appointed representative is to carry on activities other than regulated activities.

3

1. (-1)

   The customer function is the only controlled function in this chapter that applies to an appointed representative that is an SMCR firm and has a limited permission to carry on a regulated activity prescribed for the purposes of section 39(1E)(a) of the Act.18

2. (1)

   [deleted]18

3. (2)

   The customer function applies to the appointed representative in relation to the carrying on of the regulated activity, for which it does not have permission, comprised in the business for which its principal has accepted responsibility.18

This chapter does not apply to a function performed by:

1. (1)

   a person acting as an insolvency practitioner within the meaning of section 388 of the Insolvency Act 1986; or

2. (2)

   a person acting as a nominee in relation to a voluntary arrangement under Parts I (Company Voluntary Arrangements) and VIII (Individual Voluntary Arrangements) of the Insolvency Act 1986; or

3. (3)

   a person acting as an insolvency practitioner within the meaning of Article 3 of the Insolvency (Northern Ireland) Order 1989; or

4. (4)

   a person acting as a nominee in relation to a voluntary arrangement under Parts II (Company Voluntary Arrangements) and VIII (Individual Voluntary Arrangements) of the Insolvency (Northern Ireland) Order 1989.

1. (1)

   20A firm that is a Gibraltar-based firm (as defined in GEN 2.3 (General saving of the Handbook for Gibraltar)) is treated as an EEA firm for the purposes of this chapter.

2. (2)

   (1) is without prejudice to the generality of GEN 2.3.