This chapter applies to every firm except that:

1. (1)

   only SUP 15.10 applies to2 an ICVC or a UCITS qualifier; and3

2. (2)

   SUP 15.3.22 D to SUP 15.3.25 D apply only to the Society.3

The application of this chapter to an incoming EEA firm or an incoming Treaty firm is set out in SUP 15 Annex 1.

This chapter:

1. (1)

   applies with respect to the carrying on of both regulated activities and unregulated activities; and

2. (2)

   takes into account any activity of other members of a group of which the firm is a member.

4This chapter does not apply to an incoming ECA provider acting as such.

A firm must notify the appropriate regulator35 immediately it becomes aware, or has information which reasonably suggests, that any of the following has occurred, may have occurred or may occur in the foreseeable future:

1. (1)

   the firm failing to satisfy one or more of the threshold conditions; or

2. (2)

   any matter which could have a significant adverse impact on the firm's reputation; or

3. (3)

   any matter which could affect the firm's ability to continue to provide adequate services to its customers and which could result in serious detriment to a customer of the firm; or

4. (4)

   any matter in respect of the firm which could result in serious financial consequences to the UK financial system8 or to other firms.

   8

1. (1)

   A firm must notify the appropriate regulator35 of:

   35
   1. (a)

      a significant breach of a rule (which includes a Principle, or a Statement of Principle ; or

   2. (aa)

      a significant breach of any requirement imposed by the CCA or by regulations or an order made under the CCA (except if the breach is an offence, in which case (c) applies), but any notification under (aa) is required to be made only to the FCA; or 14

   3. (b)

      a breach of any requirement imposed by the Act or by regulations or an order made under the Act by the Treasury (except if the breach is an offence, in which case (c) applies); or

      6
   4. (c)

      the bringing of a prosecution for, or a conviction of, any offence under the Act or the CCA14; or

   5. (d)

      a breach of a directly applicable provision in the MiFID Regulation; or6

   6. (da)

      a breach of a directly applicable provision in theEU CRR or any directly applicable regulations made under CRD or the EU CRR; or12

   7. (e)

      a breach of any requirement in regulation 4C(3) (or any successor provision) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007;6 or9

   8. (ea)

      a breach of a directly applicable provision in the auction regulation; or10

   9. (f)

      it exceeding (or becoming aware that it will exceed) the limit in BIPRU 10.5.6 R;9 or13

   10. (g)

       a breach of the AIFMD UK regulation; or13

   11. (h)

       a breach of any directly applicable EU regulation made under AIFMD;13

   by (or as regards (c) against) the firm or any of its directors, officers, employees, approved persons, or appointed representativesor, where applicable, tied agents.6

2. (2)

   A firm must make the notification in (1) immediately it becomes aware, or has information which reasonably suggests, that any of the matters in (1) has occurred, may have occurred or may occur in the foreseeable future.

A firm must notify the appropriate regulator35 immediately if:

1. (1)

   civil proceedings are brought against the firm and the amount of the claim is significant in relation to the firm's financial resources or its reputation; or

2. (2)

   any action is brought against the firm under section 71 of the Act (Actions for damages) or section 150 (Actions for damages); or

3. (3)

   disciplinary measures or sanctions have been imposed on the firm by any statutory or regulatory authority, professional organisation or trade body (other than the appropriate regulator) 35 or the firm becomes aware that one of those bodies has started an investigation into its affairs; or

   35
4. (4)

   the firm is prosecuted for, or convicted of, any offence involving fraud or dishonesty, or any penalties are imposed on it for tax evasion; or

5. (5)

   it is an OPS firm, which is a trustee, and is removed as trustee by a court order.

A firm must notify the appropriate regulator35 immediately if one of the following events arises and the event is significant:

1. (1)

   it becomes aware that an employee may have committed a fraud against one of its customers; or

2. (2)

   it becomes aware that a person, whether or not employed by it, may have committed a fraud against it; or

3. (3)

   it considers that any person, whether or not employed by it, is acting with intent to commit a fraud against it; or

4. (4)

   it identifies irregularities in its accounting or other records, whether or not there is evidence of fraud; or

5. (5)

   it suspects that one of its employees may be guilty of serious misconduct concerning his honesty or integrity and which is connected with the firm's regulated activities or ancillary activities.

A firm must notify the appropriate regulator35 immediately of any of the following events:

1. (1)

   the calling of a meeting to consider a resolution for winding up the firm; or

2. (2)

   an application to dissolve the firm or to strike it off the Register of Companies; or

3. (3)

   the presentation of a petition for the winding up of the firm; or

4. (4)

   the making of, or any proposals for the making of, a composition or arrangement with any one or more of its creditors; or

5. (5)

   an application for the appointment of an administrator or trustee in bankruptcy to the firm; or

6. (6)

   the appointment of a receiver to the firm (whether an administrative receiver or a receiver appointed over particular property); or

7. (7)

   an application for an interim order against the firm under section 252 of the Insolvency Act 1986 (or, in Northern Ireland, section 227 of the Insolvency (Northern Ireland) Order 1989); or

8. (8)

   if the firm is a sole trader:

   1. (a)

      an application for a sequestration order on the firm; or

   2. (b)

      the presentation of a petition for bankruptcy; or

9. (9)

   anything equivalent to (1) to (8) above occurring in respect of the firm in a jurisdiction outside the United Kingdom.

15A full-scope UK AIFM must notify the FCA before implementing any material changes to the conditions under which it was granted permission to manage an AIF, in particular to the information it provided in its application for that permission.

19A full-scope UK AIFM must notify the FCA of material changes under SUP 15.3.26 R in the following manner:

1. (1)

   for the management of a new AIF or a new investment compartment of an AIF, by using the form in SUP 15 Annex 6A R;

2. (2)

   for changes of senior personnel whose appointment is not required to be approved by the FCA under section 59 of the Act, by using the form in SUP 15 Annex 6B R; and

3. (3)

   for all other material changes, by using the form in SUP 15 Annex 6C R .

15Where a small authorised UK AIFM no longer meets the conditions in regulation 917 (meaning of “small AIFM”)19 of the AIFMD UK regulation it must:

1. (1)

   immediately notify the FCA using the form in SUP 15 Annex 6D R;19 and

2. (2)

   within 30 calendar days, apply to the FCA for a variation of its permission to become a full-scope UK AIFM.

1. (1)

   19A small authorised UK AIFM must notify the FCA before it starts to manage a new AIF or a new investment compartment of an AIF using the form in SUP 15 Annex 6A R.

2. (2)

   (1) does not apply where:

   1. (a)

      the management of the new AIF or investment compartment would result in the AIFM exceeding the relevant threshold of assets under management so that it will no longer meet the conditions in regulation 9 (meaning of "small AIFM") of the AIFMD UK regulation (see SUP 15.3.28 R); or

   2. (b)

      the AIF is a EuSEF or EuVECA (see SUP 15.3.31 G).

1. (1)

   An overseas firm, which is not an incoming firm, must notify the appropriate regulator8 within 30 business days of any person taking up or ceasing to hold the following positions:

   8
   1. (a)

      the firm's worldwide chief executive (that is, the person who, alone or jointly with one or more others, is responsible under the immediate authority of the directors for the whole of its business) if the person is based outside the United Kingdom;

   2. (b)

      the person within the overseas firm with a purely strategic responsibility for UK operations (see SUP 10.7.4 G);

   3. (c)

      for a bank: the two or more persons who effectively direct its business in accordance with SYSC 4.2.2 R ;3

      31
   4. (d)

      for an insurer: the authorised UK representative.

2. (2)

   The notification in (1) must be submitted in the form set out in2 Form F (SUP 15 Ann 2). However, if the person is an approved person, notification giving details of his name, the approved person's individual reference number and the position to which the notification relates, is sufficient.

   28

A firm must give the appropriate regulator10 reasonable advance notice of a change in:

1. (1)

   the firm's name (which is the registered name if the firm is a body corporate);

2. (2)

   any business name under which the firm carries on a regulated activity or ancillary activity either from an establishment in the United Kingdom or with or for clients in the United Kingdom.

A firm must give the appropriate regulator10 reasonable advance notice of a change in any of the following addresses, and give details of the new address and the date of the change:

1. (1)

   the firm's principal place of business in the United Kingdom;

2. (2)

   in the case of an overseas firm, its registered office (or head office) address.

A firm must give the appropriate regulator10 reasonable advance notice of a change in any of the following telephone numbers, and give details of the new telephone number and the date of the change:

1. (1)

   the number of the firm's principal place of business in the United Kingdom;

2. (2)

   in the case of an overseas firm, the number of its head office.3

A firm must notify the appropriate regulator10 immediately if it becomes subject to or ceases to be subject to the supervision of any overseas regulator (including a Home State regulator).

1. (1)

   2A firm other than:5

   5
   1. (a)

      a credit union; or5

   2. (b)

      an FCA-authorised person with permission to carry on only credit-related regulated activity;5

   must submit any notice under6SUP 15.5.1R, SUP 15.5.4Rand10SUP 15.5.5 R3 by submitting the form in SUP 15 Ann 3R online at the appropriate regulator's website.10

   1010
2. (2)

   A credit union or an FCA-authorised person with permission to carry on only credit-related regulated activity (other than a firm with only an interim permission to which the modifications to SUP 15 in CONC 12 apply)5 must submit any notice under SUP 15.5.1R, SUP 15.5.4R, SUP 15.5.5 R3 and SUP 15.5.7R by submitting the form in SUP 15 Ann 3R in the way set out in SUP 15.7.4R to SUP 15.7.9G (Form and method of notification).

3. (3)

   Where a firm is obliged to submit a notice online under (1), if the FSA's10appropriate regulator's10 information technology systems fail and online submission is unavailable for 24 hours or more, until such time as facilities for online submission are restored, a firm must submit any notice under SUP 15.5.1R, SUP 15.5.4R and SUP 15.5.5 R3 in the form in SUP 15 Ann 3R and in the way set out in SUP 15.7.4R to SUP 15.7.9G (Form and method of notification).

   10
4. (4)

   10A firm must submit any notice required under SUP 15.5.7 R by submitting the form in SUP 15 Ann 4 in the way set out in SUP 15.7.4 R to SUP 15.7.9 G (Form and method of notification).

A firm must take reasonable steps to ensure that all information it gives to the appropriate regulator9 in accordance with a rule in any part of the Handbook (including Principle 11) is:

1. (1)

   factually accurate or, in the case of estimates and judgments, fairly and properly based after appropriate enquiries have been made by the firm; and

2. (2)

   complete, in that it should include anything of which the appropriate regulator9 would reasonably expect notice.

   9

If a firm becomes aware, or has information that reasonably suggests that it has or may have provided the appropriate regulator9 with information which was or may have been false, misleading, incomplete or inaccurate, or has or may have changed in a material particular, it must notify the appropriate regulator9 immediately. Subject to SUP 15.6.5 R, the notification must include:

1. (1)

   details of the information which is or may be false, misleading, incomplete or inaccurate, or has or may have changed;

2. (2)

   an explanation why such information was or may have been provided; and

3. (3)

   the correct information.

If the information in SUP 15.6.4 R (3) cannot be submitted with the notification (because it is not immediately available), it must instead be submitted as soon as possible afterwards.

A notification required from a firm under any notification rule must be given in writing, and in English, and must be submitted on the form specified for that notification rule, or if no form is specified, on the form inSUP 15 Ann 4 R3 (Notification form), and must give the firm's Firm Reference Number unless:2

1. (1)

   the notification rule states otherwise; or

2. (2)

   the notification is provided solely in compliance with Principle 11 (see SUP 15.3.7 G).

Unless stated in the notification rule, or on the relevant form (if specified), a written notification required from a firm under any notification rule must be:2

1. (1)

   given to or addressed for the attention of the firm's usual supervisory contact at the appropriate regulator;7 and

   7
2. (2)

   delivered to the appropriate regulator7 by one of the methods in SUP 15.7.5A R or SUP 15.7.5B R as applicable:7

   7

If a notification rule requires notification within a specified period:

1. (1)

   the firm must give the notification so as to be received by the appropriate regulator7no later than the end of that period; and

   7
2. (2)

   if the end of that period falls on a day which is not a business day, the notification must be given so as to be received by the appropriate regulator7 no later than the first business day after the end of that period.

   7

7 3A firm which manages the assets of an occupational pension scheme must notify the FCA20 as soon as reasonably practicable if it receives any request or instruction from a trustee which it:

1. (1)

   knows; or

2. (2)

   on substantial grounds:

   1. (a)

      suspects; or

   2. (b)

      has cause reasonably to suspect;

is at material variance with the trustee's duties.1

If a firm begins or ceases to administer individual pension accounts, it must notify the FCA20 as soon as reasonably practicable that it has done so.52

1. (1)

   An insurer must notify the FCA20in respect of any firm (the "intermediary") as soon as reasonably practicable if:

   20
   1. (a)

      any amount of commission due from the intermediary to the insurer in accordance with an indemnity commission clawback arrangement remains outstanding for four months after the date when the insurer gave notice to the intermediary that the relevant premium had not been paid; or

   2. (b)

      any amount of commission due from the intermediary to the insurer as a result of either the cancellation of an investment agreement or overpayment of commission remains outstanding for four months after the date on which the insurer gave notice to the intermediary that cancellation or overpayment had occurred.

2. (2)

   A notification in (1):

   1. (a)

      need not be given unless the total amounts outstanding under (1)(a) and (b) in respect of the intermediary exceed £1,000; and

   2. (b)

      must give the identity of the intermediary and the amount of commission which remains outstanding.

3. (3)

   In (1) an "indemnity commission clawback arrangement" is an arrangement under which:

   1. (a)

      an insurer pays commission to an intermediary before the date on which the premium is due under the relevant investment agreement; and

   2. (b)

      the insurer requires repayment of the commission, if the investment agreement is terminated by reason of a failure to pay a premium.

If a UK UCITS management company intends to delegate to a third party any one or more of its functions for the more efficient conduct of its business, it must first inform the FCA20 in an appropriate manner.14

1. (1)

   9If a firm begins or ceases to hold itself out as acting as a CTF provider, it must notify the FCA20 as soon as reasonably practicable that it has done so.

   20
2. (2)

   A firm that acts as a CTF provider must provide theFCA,20 as soon as reasonably practicable, with details of:

   20
   1. (a)

      any third party administrator that it engages;

   2. (b)

      details of whether it intends to offer HMRC allocated CTFs12; and

      12
   3. (c)

      whether it intends to provide its own stakeholder CTF account.

10A BIPRUfirm must report to the appropriate regulator20 immediately any case in which its counterparty in a repurchase agreement or reverse repurchase agreement or securities or commodities lending or borrowing transaction defaults on its obligations.

A firm that is a regulated entity must notify the appropriate regulator5 immediately it becomes aware that any consolidation group of which it is a member:

1. (1)

   is a financial conglomerate; or

2. (2)

   has ceased to be a financial conglomerate.

1. (1)

   A firm that is a regulated entity must establish whether or not any consolidation group of which it is a member:

   1. (a)

      is a financial conglomerate; or

   2. (b)

      has ceased to be a financial conglomerate;

   if:

   1. (c)

      the firm believes; or

   2. (d)

      a reasonable firm that is complying with the requirements of the regulatory system would believe;

   that it is likely that (a) or (b) is true.

2. (2)

   A firm does not need to determine whether (1)(a) is the case if the consolidation group is already being regulated as a financial conglomerate.

3. (3)

   A firm does not need to determine whether (1)(b) is the case if notification has already been given as contemplated by SUP 15.9.4 R.

A firm does not have to give notice to the appropriate regulator5 under SUP 15.9.1 R if it or another member of the consolidation group has already given notice of the relevant fact to:

1. (1)

   the appropriate regulator;5 or

   5
2. (2)

   (if another competent authority is co-ordinator of the financial conglomerate ) that competent authority; or

3. (3)

   (in the case of a financial conglomerate that does not yet have a co-ordinator ) the competent authority who would be co-ordinator under Article 10(2) of the Financial Groups Directive (Competent authority responsible for exercising supplementary supervision (the co-ordinator)).

1. (1)

   3A firm must, at the level of the EEA financial conglomerate, regularly provide the appropriate regulator with details on the financial conglomerate's legal structure and governance and organisational structure, including all regulated entities, non-regulated subsidiaries and significant branches.

2. (2)

   A firm must disclose publicly, at the level of the EEA financial conglomerate, on an annual basis, either in full or by way of references to equivalent information, a description of the financial conglomerate's legal structure and governance and organisational structure.

3. (3)

   For the purposes of (1) and (2), where a firm is a member of an EEA financial conglomerate which is part of a wider UK regulated EEA financial conglomerate, reporting applies only at the level of the EEA parent mixed financial holding company or ultimate EEA mixed financial holding company.

This section applies in relation to activities carried on from an establishment maintained by the firm or its appointed representative in the United Kingdom. [Note: Article 7 2004/72/EC]

A firm which arranges or executes a transaction with or for a client and which has reasonable grounds to suspect that the transaction might constitute market abuse must notify the FCA4 without delay.

[Note: Article 6(9) Market Abuse Directive]

A firm, that is an investment firm or a credit institution, must decide on a case-by-case basis whether there are reasonable grounds for suspecting that a transaction involves market abuse, taking into account the elements constituting market abuse. [Note: Articles 1(3) and 7 2004/72/EC]

If an investment firm or a credit institution becomes aware of a fact or information that gives reasonable ground for suspicion concerning a transaction, it must make its notification under this section without delay. [Note: Article 8 2004/72/EC]

1. (1)

   If an investment firm or a credit institution is obliged to make a notification to the FCA4 under this section, it must transmit to the FCA4 the following information:

   1. (a)

      a description of the transaction, including the type of order (such as limit order, market order or other characteristics of the order) and the type of trading market (such as block trade); and

   2. (b)

      the reasons for suspicion that the transaction might constitute market abuse.

2. (2)

   In addition the following information must be provided to the FCA4as soon as it becomes available:

   1. (a)

      the means for identification of the persons on behalf of whom the transaction has been carried out, and of other persons involved in the relevant transaction;

   2. (b)

      the capacity in which the firm operates (such as for own account or on behalf of third parties); and

   3. (c)

      any other information which may have significance in reviewing the suspicious transaction. [Note: Article 9 2004/72/EC]

An investment firm or a credit institution making a notification to the FCA4 under this section may do so:

1. (1)

   by mail to:

   Market Conduct Team

   25 The North Colonnade

   Canary WharfLondon E14 5HS;4 or

2. (2)

   by electronic mail to market.abuse@fca.org.uk;4

   4
3. (3)

   by facsimile to the Market Conduct Team on 020 7066 40914; or

   4
4. (4)

   by telephone to the market abuse helpline 020 7066 49004. [Note: Article 10 2004/72/EC]

1. (1)

   An investment firm or a credit institution which notifies the FCA4 under this section must not inform any other person, in particular the persons on behalf of whom the transaction has been carried out or parties related to those persons, of this notification, except in accordance with an obligation imposed by or under statute.

   4
2. (2)

   Notwithstanding any other provision of the Handbook a notification in good faith under this section to the FCA4 does not constitute a breach of any restriction on disclosure of information imposed by the Handbook. [Note: Article 11 2004/72/EC]

   4

Note: Section 131A of the Act sets out additional protections from liability for a person who makes a notification to the FCA4 under this section (or who passes the relevant information to someone designated by his employer to do so).

This annex consists only of one or more forms. Forms can be completed online now by visiting: 7the appropriate regulator's website.7

The forms are also to be found through the following address:

Supervision forms -The notes for the form can be found at the following address

Form F notes

This annex consists only of one or more forms. Forms can be completed online now by visiting: the appropriate regulator's website.7

The

forms are also to be found through the following address:

Standing Data - SUP 15 Annex 3

This annex consists only of one or more forms. Forms are to be found through the following address:

Notifications Form - SUP 15 Annex 4

1This annex consists of one or more forms. Forms can be completed online now by visitinghttps://www.handbook.fca.org.uk/form

The forms referred to below can be found in the following Annexes in SUP:

SUP 15 Annex 6A R - AIFMD new fund under management notification

SUP 15 Annex 6B R - AIFMD notification of senior personnel amendments or removal form

SUP 15 Annex 6C R - AIFMD full-scope UK AIFM material change notification

SUP 15 Annex 6D R - AIFMD notice of sub-threshold AIFM exceeding AuM limit

SUP 15 Annex 6E D - AIFMD small registered AIFM change form

SUP 15 Annex 6F G -

EuSEF and EuVECA

management and marketing notifications

1This annex consists of one or more forms. Forms can be completed online now by visiting https://www.handbook.fca.org.uk/form

- AIFMD new fund under management notification

1This annex consists of one or more forms. Forms can be completed online now by visiting https://www.handbook.fca.org.uk/form

SUP 15 Annex 6BR - AIFMD notification of senior personnel amendments or removal form

1This annex consists of one or more forms. Forms can be completed online now by visiting https://www.handbook.fca.org.uk/form

- AIFMD full-scope UK AIFM material change notification

1This annex consists of one or more forms. Forms can be completed online now by visiting https://www.handbook.fca.org.uk/form

SUP 15 Annex 6DR - AIFMD notice of sub-threshold AIFM exceeding AuM limit