SUP 14.2 Changes to branch details

Where an incoming EEA firm is exercising an EEA right, other than under the Insurance Mediation Directive, and has established a branch in the United Kingdom, the EEA Passport Rights Regulations govern any changes to the details of that branch. Where an incoming EEA firm has complied with the relevant requirements in the EEA Passport Rights Regulations, then the firm's permission given under Schedule 3 to the Act is to be treated as varied accordingly. All references to regulations in SUP 14 are to the EEA Passport Rights Regulations.42

1. (1)

   Where an incoming EEA firm passporting under the CRD 9or the UCITS Directive has established a branch in the United Kingdom, regulation 4 states that it must not make a change in the requisite details of the branch unless it has complied with the relevant requirements.

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2. (2)

   The relevant requirements are set out in regulation 4(4) or, where the change arises from circumstances beyond the incoming EEA firm's control, in regulation 4(5) (see SUP 14.2.8 G).32

Where the change arises from circumstances within the control of the incoming EEA firm, the requirements in regulation 4(4) are that:

1. (1)

   the incoming EEA firm has given notice to the appropriate UK regulator12 (see SUP 14.4.1 G) and to its Home State regulator stating the details of the proposed change;

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2. (2)

   the appropriate UK regulator12 has received a notice stating those details; and

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3. (3)

   either:

   1. (a)

      the appropriate UK regulator12 has informed the firm that it may make the change; or

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   2. (b)

      the period of one month beginning with the date on which the incoming EEA firm gave the appropriate UK regulator12 the notice mentioned in (1) has elapsed.

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Changes to the requisite details may lead to changes to the applicable provisions to which the incoming EEA firm is subject. The appropriate UK regulator12 will, as soon as practicable after receiving a notice in SUP 14.2.3 G or SUP 14.2.8 G, inform the incoming EEA firm of any consequential changes in the applicable provisions (regulation 4(6)).1

If the change arises from circumstances beyond the incoming EEA firm's control, the firm is required by regulation 4(5) (see SUP 14.2.2 G) or regulation 6(5) (see SUP 14.2.5 G (2)) to give a notice to the appropriate UK regulator12 (see SUP 14.4.1 G) and to its Home State regulator stating the details of the change as soon as reasonably practicable.

The appropriate UK regulator12 believes that for a change to arise from circumstances beyond the control of an incoming EEA firm, the circumstances should be outside the control of the firm as a whole and not just its UK branch. For example, the appropriate UK regulator12 considers that this provision would be unlikely to apply to circumstances in which lack of planning at the incoming EEA firm's head office resulted in a problem arising in a UK branch which was outside its control. In practice, therefore, use of this provision is likely to be rare.

6Where an EEA MiFID investment firm has established a branch in the UK, regulation 4A states that it must not:7

1. (1)

   make a change in the requisite details of the branch; or7

2. (2)

   use, for the first time, any tied agent established in the United Kingdom; or7

3. (3)

   cease to use tied agents established in the United Kingdom;7

unless it has complied with the relevant requirements in regulation 4A(3).7

6The relevant requirements in regulation 4A(3) are that:

1. (1)

   the EEA MiFID investment firm has given notice to its Home State regulator stating the details of the proposed change; and

2. (2)

   the period of one month beginning with the date on which the EEA MiFID investment firm gave the notice mentioned in (1) has elapsed.

6Changes to the requisite details may lead to changes to the applicable provisions to which the EEA MiFID investment firm is subject. The appropriate UK regulator12 will, as soon as practicable after receiving a notice in SUP 14.2.11 G inform the EEA MiFID investment firm of any consequential changes in the applicable provisions.

7SUP 14.2.10 G does not apply to a change occasioned by circumstances beyond the incoming EEA firm's control.

Where an EEA AIFM has established a branch in the UK, it must not make a material change to:

1. (1)

   the requisite details of the branch; or

2. (2)

   the identity of the AIFs that the EEA AIFM intends to manage;

unless it has complied with the relevant requirement in regulation 7A(3).

The relevant requirement in regulation 7A(3) is that the Home State regulator has informed the FCA that it has approved the proposed change.

10As required by regulation 7B(1), where an incoming EEA firm passporting under the MCD has established a branch in the UK, it must not make a material change to any of the matters referred to in regulation 2(8)(b) to (e) or regulation 3(6)(b) to (e), unless it has complied with the relevant requirements.

10The relevant requirements are set out in regulation 7B(4) or, where the change arises from circumstances beyond the incoming EEA firm's control, regulation 7B(5).

10The relevant requirements in regulation 7B(4) are that:

1. (1)

   the incoming EEA firm has given a notice to the FCA and its home state regulator stating the details of the proposed changes; and

2. (2)

   either:

   1. (a)

      the FCA has informed the incoming EEA firm that it may make the change; or

   2. (b)

      a period of one month has elapsed beginning with the day on which the incoming EEA firm gave the notice under (1).

10Where the change arises from circumstances beyond the incoming EEA firm's control, the incoming EEA firm is required by regulation 7B(5) to give notice to the FCA and to its Home State regulator stating the details of the change, as soon as reasonably practicable.

10The FCA believes that, for a change to arise from circumstances beyond the control of an incoming EEA firm, the circumstances should be outside the control of the incoming EEA firm as a whole and not just its UK branch. For example, the FCA considers that this provision would be unlikely to apply to circumstances in which lack of planning at the incoming EEA firm's head office resulted in a problem arising in a UK branch. In practice, therefore, use of this provision is likely to be rare.