Related provisions for SUP 11.7.1

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PERG 2.4.1GRP
Section 19 of the Act (The general prohibition) provides that the requirement to be authorised under the Act only applies in relation to activities that are carried on 'in the United Kingdom'. In many cases, it will be quite straightforward to identify where an activity is carried on. But when there is a cross-border element, for example because a client is outside the United Kingdom or because some other element of the activity happens outside the United Kingdom, the question
PERG 2.4.3GRP
Section 418 of the Act (Carrying on regulated activities in the United Kingdom) takes this one step further. It extends the meaning that 'in the United Kingdom' would ordinarily have by setting out five additional cases. The Act states that, in these five cases, a person who is carrying on a regulated activity but who would not otherwise be regarded as carrying on the activity in the United Kingdom is, for the purposes of the Act, to be regarded as carrying on the activity in
PERG 2.4.5GRP
A person who is based outside the United Kingdom but who sets up an establishment in the United Kingdom must therefore consider the following matters. First, he must not, unless he is authorised, carry on regulated activities in the United Kingdom. Second, unless he is authorised, the day-to-day management of the carrying on of the regulated activity must not be the responsibility of the UK establishment. This may, for example, affect those UK establishments that in the context
PERG 2.11.1GRP
3Various persons are exempted by Order made by the Treasury under section 38 of the Act from the need to obtain authorisation for certain credit-related regulated activities in the circumstances specified in the Order (for example, in some cases, a person is exempt only when acting in a particular capacity or for particular purposes). Persons exempt under the Order cannot be exempt in relation to some regulated activities and authorised in relation to others (except where the
PERG 2.11.8GRP
(1) 4The exemption in paragraph 55 of the Schedule to the Exemption Order covers special purpose vehicles and other entities which are part of a structured finance transaction and which meet the specified conditions. It confers exemption from the general prohibition on a person (“P”) for the regulated activity of exercising, or having the right to exercise. the lender’s rights and duties under a regulated credit agreement (and associated regulated activities) where there is an
SUP 13.1.1GRP
This chapter applies to a UK firm, that is, a person whose head office is in the United Kingdom and which is entitled to carry on an activity in another EEA State subject to the conditions of a Single Market Directive. Such an entitlement is referred to in the Act as an EEA right and its exercise is referred to in the Handbook as passporting.1
SUP 13.1.3AGRP
9Other than the notification requirements in SUP 13.5.1AA R and SUP 13.5.2-A R and the related guidance in SUP 13.5.1B G, SUP 13.5.2A G and SUP 13.5.7 G, this chapter does not apply to a UK firm in relation to its exercise of an EEA right under the auction regulation to provide services or establish a branch in another EEA state. This is because a UK firm is not subject to the requirements in Schedule 3 to the Act in respect of its exercise of that EEA right.
SUP 13.1.5GRP
This chapter gives guidance on Schedule 3 to the Act for a UK firm which wishes to exercise its EEA right and establish a branch in, or provide cross border services into, another EEA State. That is, when a UK firm wishes to establish its first branch in, or provide cross border services for the first time into, a particular EEA State.
PERG 1.5.1GRP
General guidance on the perimeter is also contained in various FCA documents (mainly fact sheets and frequently asked questions) that are available on the FCA website at www.fca.org.uk.These documents, and the URL on which they may be accessed, include:(1) [deleted]612446(2) [deleted]212(3) [deleted](4) [deleted]313(5) [deleted]313(6) [deleted]313(7) guidance about the position under the Insurance Mediation Directive and the Regulated Activities Order of the company appointed
PERG 1.5.2GRP
Any person who, having read relevant general guidance and, where appropriate, taken legal advice, remains uncertain about whether his activities amount to regulated activities or his communications will be subject to the restriction in section 21 of the Act, may seek individual guidance from the FCA. Requests for individual guidance should be made in line with SUP 9.
PERG 1.5.3GRP
In addition, the FCA has established a team to provide general assistance and guidance to persons generally about the scope of the Act. Enquiries of this kind may be made:(1) by authorised firms, to either the Contact Centre (email firm.queries@fca.org.uk, Tel 0300 500 05977) or their normal supervisory contact; or77(2) by individuals or non-authorised firms, to the Consumer Contact Centre (email ccc@fca.org.uk, Tel 0800 111 6768 ).8
SUP 5.4.1GRP
Where the appropriate regulator requires a report by a skilled person under section 166 of the Act (Reports by skilled persons), the appropriate regulator2 will send a notice in writing requiring the person in SUP 5.2.1 G to provide a report by a skilled person, or notifying the person in SUP 5.2.1 G in writing of the appropriate regulator's appointment of a skilled person to provide a report,2 on any matter if it is reasonably required in connection with the exercise of its functions
SUP 5.4.1AGRP
2Where the appropriate regulator requires the updating or collection of information by a skilled person under section 166A of the Act (Appointment of skilled person to collect and update information), the appropriate regulator will send a notice in writing requiring the firm to appoint a skilled person, or notifying the firm of the appropriate regulator's appointment of a skilled person, to collect or update the relevant information.
SUP 5.4.6GRP
Where the2skilled person is appointed by the person in SUP 5.2.1 G or SUP 5.2.2 G, the appropriate regulator2 will normally seek to agree in advance with the person in SUP 5.2.1 G or SUP 5.2.2 G2 the skilled person who will make the report or collect or update the relevant information.2 The Act requires that such2skilled person be nominated or approved by the appropriate regulator:22222(1) if the appropriate regulator2 decides to nominate the skilled person who is to make the
PR 1.2.1UKRP

Sections 85 and 86 of the Act provide for when a prospectus approved by the FCA will be required:

85

(1)

It is unlawful for transferable securities to which this subsection applies to be offered to the public in the United Kingdom unless an approved prospectus has been made available to the public before the offer is made.

(2)

It is unlawful to request the admission of transferable securities to which this subsection applies to trading on a regulated market situated or operating in the United Kingdom unless an approved prospectus has been made available to the public before the request is made.

(3)

A person who contravenes subsection (1) or (2) is guilty of an offence and liable –

(a)

on summary conviction, to imprisonment for a term not exceeding 3 months or a fine not exceeding the statutory maximum or both;

(b)

on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine or both.

(4)

A contravention of subsection (1) or (2) is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.

(5)

Subsection (1) applies to all transferable securities other than –

(a)

those listed in Schedule 11A;

(b)

such other transferable securities as may be specified in prospectus rules [see PR 1.2.2 R].

(6)

Subsection (2) applies to all transferable securities other than –

(a)

those listed in Part 1 of Schedule 11A;

(b)

such other transferable securities as may be specified in prospectus rules [see PR 1.2.3 R].

(7)

"Approved prospectus" means, in relation to transferable securities to which this section applies, a prospectus approved by the competent authority of the home State in relation to the issuer of the securities.

86

Exempt offers to the public

(1)

A person does not contravene section 85(1) if –

(a)

the offer is made to or directed at qualified investors only;

(b)

the offer is made to or directed at fewer than 1502 persons, other than qualified investors, per EEA State;

(c)

the minimum consideration which may be paid by any person for transferable securities acquired by him pursuant to the offer is at least 100,0003 euros (or an equivalent amount);

3

(d)

the transferable securities being offered are denominated in amounts of at least 100,0003 euros (or equivalent amounts);

33

(e)

the total consideration for the transferable securities being offered in the EEA states3 cannot exceed 100,000 euros (or an equivalent amount); or3

3

3(f)

the offer falls within subsection (1A).

3(1A)

An offer (“the current offer”) falls within this subsection where transferable securities are resold or placed through a financial intermediary where:

3(a)

the transferable securities have previously been the subject of one or more offers to the public;

3(b)

in respect of one or more of those previous offers, any of paragraphs (a) to (e) of subsection (1) applied;

3(c)

a prospectus is available for the securities which has been approved by the FCA and meets either of the conditions in subsection (1B);4 and

4

3(d)

the issuer or other person who was responsible for drawing up the prospectus has given written consent to the use of the prospectus for the purpose of the current offer.4

4(1B)

The conditions referred to in subsection (1A)(c) are:

(a)

that the prospectus was approved by the FCA no earlier than 12 months before the date the current offer is made, and is supplemented by every supplementary prospectus which was required to be submitted under section 87G; or

(b)

in the case of non-equity transferable securities falling within article 5(4)(b) of the prospectus directive, that the securities concerned have not ceased to be issued in a continuous or repeated manner.

(2)

Where -

(a)

a person who is not a qualified investor ("the client") has engaged a qualified investor falling within point (1) of Section 1 of Annex II to the markets in financial instruments directive3 to act as his agent; and

3

(b)

the terms on which the qualified investor is engaged enable him to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client,

an offer made to or directed at the qualified investor is not to be regarded for the purposes of subsection (1) as also having been made to or directed at the client.

(3)

For the purposes of subsection (1)(b), the making of an offer of transferable securities to –

(a)

trustees of a trust,

(b)

members of a partnership in their capacity as such, or

(c)

two or more persons jointly,

is to be treated as the making of an offer to a single person.

(4)

In determining whether subsection (1)(e) is satisfied in relation to an offer ("offer A"), offer A is to be taken together with any other offer of transferable securities of the same class made by the same person which –

(a)

was open at any time within the period of 12 months ending with the date on which offer A is first made; and

(b)

had previously satisfied subsection (1)(e).

(5)

For the purposes of this section, an amount (in relation to an amount denominated in euros) is an "equivalent amount" if it is an amount of equal value denominated wholly or partly in another currency or unit of account.

(6)

The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made.

(7)

"Qualified investor" in relation to an offer of transferable securities,3 means –

(a)

a person described in points (1) to (4) of Section I of Annex II to the markets in financial instruments directive, other than a person who, before the making of the offer, has agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II to that directive;3

3

(b)

a person who has made a request to one or more relevant firms to be treated as a professional client in accordance with Section II of Annex II to that directive and has not subsequently, but before the making of the offer, agreed in writing with that relevant firm (or each of those relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II to that directive;3

3

(c)

a person who is recognised as an eligible counterparty in accordance with article 24 of that directive and has not, before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II of that directive;3

3

3(d)

a person whom any relevant firm is authorised to continue to treat as a professional client in accordance with article 71(6) of that directive.

3(8)

In subsection (7) “relevant firm” means an investment firm or credit institution acting in connection with the offer.

3(9)

Investment firms and credit institutions must communicate their classification of their clients as being or not being qualified investors on request to an issuer, subject to complying with the Data Protection Act 1998 or any directly applicable EU legislation relating to data protection.

3(10)

In subsections (8) and (9) -

“credit institution” means -

(a) a credit institution authorised under the banking consolidation directive; or

(b) an institution which would satisfy the requirements for authorisation as a credit institution under that directive if it had its registered office (or if it does not have one, its head office) in an EEA State.
PR 1.2.2RRP
In accordance with section 85(5)(b) of the Act, section 85(1) of the Act does not apply to offers of the following types of transferable securities:(1) shares issued in substitution for shares of the same class already issued, if the issue of the new shares does not involve any increase in the issued capital;(2) transferable securities offered in connection with a takeover by means of an exchange offer, if a document is available containing information which is regarded by the
PR 1.2.3RRP
In accordance with section 85(6)(b) of the Act, section 85(2) of the Act does not apply to the admission to trading of the following types of transferable securities:(1) shares representing, over a period of 12 months, less than 10 per cent of the number of shares of the same class already admitted to trading on the same regulated market;(2) shares issued in substitution for shares of the same class already admitted to trading on the same regulated market, if the issue of the
EG 8.5.1RP
1The FCA will consider cancelling a firm'sPart 4A permission using its own-initiative powers contained in sections 55J and 55Q respectively of the Act in two main circumstances: (1) where the FCA has very serious concerns about a firm, or the way its business is or has been conducted; (2) where the firm'sregulated activities have come to an end and it has not applied for cancellation of its Part 4A permission.
EG 8.5.2RP
1The grounds on which the FCA may exercise its power to cancel an authorised person's permission under section 55J of the Act are the same as the grounds for variation and for imposition of requirements. They are set out in section 55J(1) and section 55L(2) and described in EG 8.1.1. Examples of the types of circumstances in which the FCA may cancel a firm'sPart 4A permission include: (1) non-compliance with a Financial Ombudsman Service award against the
EG 8.5.5RP
1However, where the FCA has cancelled a firm'sPart 4A permission, it is required by section 33 of the Act to go on to give a direction withdrawing the firm'sauthorisation. Accordingly, the FCA may decide to keep a firm'sPart 4A permission in force to maintain the firm's status as an authorised person and enable it (the FCA) to monitor the firm's activities. An example is where the FCA needs to supervise an orderly winding down of the firm's regulated business (see SUP 6.4.22 (When
PERG 8.1.1GRP
1This chapter applies to persons who need to know whether their communications are subject to or comply with the Act. It also helps them decide whether their activities in making or helping others to make financial promotions are regulated activities.
PERG 8.1.2GRP
The purpose of this guidance is three-fold:11(1) to outline the restriction on financial promotion under section 21 of the Act (Restrictions on financial promotion) and the main exemptions from this restriction; and(2) to outline the main circumstances in which persons who are primarily involved in making or helping others to make financial promotions may be conducting regulated activities requiring authorisation or exemption themselves; this part of the guidance may also be of
PERG 8.1.4GRP
This guidance is issued under section 139A of the Act. It represents the FCA's views and does not bind the courts. For example, it would not bind the courts in an action for damages brought by a private person for breach of a rule (see section 138D of the Act (Actions for damages)), or in relation to the enforceability of a contract where there has been a breach of sections 19 (The general prohibition) or 21 (Restrictions on financial promotion) of the Act (see sections 26 to
COLL 6.5.7RRP
(1) The authorised fund manager3 of an AUT3 or ACS3 is subject to removal by written notice by the depositary3 upon any of the following events:33(a) the calling of a meeting to consider a resolution for winding up the authorised fund manager3;3(b) an application being made to dissolve the authorised fund manager3 or to strike it off the Register of Companies;3(c) the presentation of a petition for the winding up of the authorised fund manager3;3(d) the making of, or any proposals
COLL 6.5.8RRP
(1) The authorised fund manager of an AUT or ACS3 has the right to retire in favour of another person eligible under the Act and approved in writing by the depositary3 upon:33(a) the retiring authorised fund manager3 appointing that person by deed as authorised fund manager3 in its place and assigning to that person all its rights and duties as such a authorised fund manager3; and333(b) the new authorised fund manager3 entering into such deeds as the depositary3 reasonably considers
COLL 6.5.10RRP
(1) The depositary of an authorised fund may not retire voluntarily except upon the appointment of a new depositary.(2) The depositary of an authorised fund must not retire voluntarily unless, before its retirement, it has ensured that the new depositary has been informed of any circumstance of which the retiring depositary has informed the FCA.(3) When the depositary of an authorised fund wishes to retire or ceases to be an authorised person, the authorised fundmanager may, subject
PERG 5.13.1GRP
Section 39 of the Act (Exemption of appointed representatives) exempts appointed representatives from the need to obtain authorisation (or, in relation to an appointed representative with a limited permission, provides that sections 20(1) and (1A) and 23(1A) of the Act do not apply in relation to the carrying on of the regulated activity which is comprised in the business for which his principal has accepted responsibility and for which he does not have limited permission)1. An
PERG 5.13.2GRP
Unless a person has only a limited permission for certain credit-related regulated activities, a1person who is an authorised person cannot be an appointed representative (see section 39(1) of the Act (Exemption of appointed representatives)).1
PERG 5.13.6GRP
Where a person is already an appointed representative and he proposes to carry on any insurance mediation activities, he will need to consider the following matters.(1) He must become authorised if his proposed insurance mediation activities include activities that do not fall within the table in PERG 5.13.4 G (for example, dealing as agent in pure protection contracts) and he wishes to carry on these activities. The Act does not permit any person to be exempt for some activities
SUP 12.5.1GRP
The Appointed Representative Regulations include, among other things, the prescribed requirements applying to contracts between firms and appointed representatives for the purposes of section 39(1)(a)(ii) of the Act.
SUP 12.5.3GRP
(Subject to SUP 12.5.3AG) a 13firm should satisfy itself that the terms of the contract with its appointed representative (including an introducer appointed representative):13(1) are designed to enable the firm to comply properly with any limitations or requirements on its own permission;(2) require the appointed representative to cooperate with the FCA as described in SUP 2.3.4 G (Information gathering by the FCA on its own initiative: cooperation by firms) and give access to
SUP 12.5.5RRP
A firm must ensure that its written contract with each of its appointed representatives:4(1) complies with the requirements prescribed in regulation 3 of the Appointed Representatives Regulations (see SUP 12.5.2 G);4(2) requires the appointed representative to comply, and to ensure that any persons who provide services to the appointed representative under a contract of services or a contract for service comply, with the relevant requirements in or under the Act (including the
SUP 12.5.9GRP
8Under section 39A(6)(a) of the Act a UK MiFID investment firm must ensure that the contract it uses to appoint an FCA registered tied agent complies with the requirements that would apply under the Appointed Representative Regulations if it were appointing an appointed representative.
PERG 4.3.3GRP
A person will only need authorisation or exemption if he is carrying on a regulated activity 'by way of business' (see section 22 of the Act (Regulated activities)). There are, in fact, three different forms of business test applied to the regulated mortgage activities. In the FCA's view, however, the difference in the business tests should have little practical effect.
PERG 4.3.4GRP
There is power in the Act for the Treasury to change the meaning of the business test by including or excluding certain things. The Business Order has been made using this power (partly reflecting differences in the nature of the different activities). The result (which is summarised in PERG 4.3.5 G) is that:(1) the 'by way of business' test in section 22 of the Act applies unchanged in relation to the activity of entering into a regulated mortgage contract;(2) the 'by way of
PERG 4.3.6GRP
The 'carrying on the business' test in the Business Order is a narrower test than that of carrying on regulated activities 'by way of business' in section 22 of the Act as it requires the regulated activities to represent the carrying on of a business in their own right. Whether or not the business test is satisfied in any particular case is ultimately a question of judgement that takes account of a number of factors (none of which is likely to be conclusive). The nature of the
PERG 5.2.3GRP
A person who is concerned to know whether his proposed insurance mediation activities may require authorisation will need to consider the following questions (these questions are a summary of the issues to be considered and have been reproduced, in slightly fuller form, in the flow chart in PERG 5.15.2 G (Flow chart: regulated activities related to insurance mediation – do you need authorisation?):(1) will the activities relate to contracts of insurance (see PERG 5.3(Contracts
PERG 5.2.4GRP
It is recognised pursuant to section 22 of the Act that a person will not be carrying on regulated activities in the first instance, including insurance mediation activities, unless he is carrying on these activities by way of business. Similarly, where a person's activities are excluded he cannot, by definition, be carrying on regulated activities. To this extent, the content of the questions above does not follow the scheme of the Act. For ease of navigation, however, the questions
PERG 5.2.10GRP
An unauthorised person who intends to carry on activities connected with contracts of insurance will need to comply with section 21 of the Act (Restrictions on financial promotion). This guidance does not cover financial promotions that relate to contracts of insurance. Persons should refer to the general guidance on financial promotion in PERG 8 (Financial promotion and related activities). (See in particular PERG 8.17A (Financial promotions concerning insurance mediation activities)
COLL 7.4A.1GRP
(1) 1This section deals with the circumstances and manner in which an ACS is to be wound up or a sub-fund of a co-ownership scheme is to be terminated otherwise than by the court as an unregistered company under the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 (further rules regarding schemes of arrangement are found in COLL 7.6 (Schemes of arrangement)).(2) An ACS may be wound up under this section only if it is solvent. Under section 261W of the Act (Requests
COLL 7.4A.3GRP

This table belongs to COLL 7.4A.1G (5) (Explanation of COLL 7.4A)

Summary of the main steps in winding up an ACS or terminating a sub-fund of a co-ownership scheme under FCArules

Notes: N = Notice to be given to the FCA under section 261Q of the Act in a section 261Q case.

R = Request to wind up the scheme under section 261W of the Act in a section 261W case.

E = commencement of winding up or termination

W/U = winding up

FAP = final accounting period

Step number

Explanation

When

COLLrule, (unless stated otherwise)

1

Commence preparation of solvency statement

N-28 days or R-28 days

7.4A.5R(2)

2

Send audited solvency statement to the FCA with copy to depositary.

By N + 21 days or by R + 21 days

7.4A.5R(4) and (5)

3

In a section 261Q case:

- the authorised contractual scheme manager receiving FCA approval;

- or one month having passed after submitting the requisite notice under section 261Q of the Act without the authorised contractual scheme manager or depositary having received from the FCA a warning notice under section 261R in respect of the proposal.

In a section 261W case, the authorised contractual scheme manager or depositary receives an indication from the FCA that, subject to there being no change in any relevant factor, on the conclusion of the winding up of the ACS, the FCA will agree to the request to wind up the ACS.

N + one month or R + one month

Section 261Q of the Act (in a section 261Q case)

7.4A.4R(3)(c) to (e) (in a section 261W case)

4

Normal business ceases; notify unitholders

E

7.4A.4R

5

Depositary to realise and distribute proceeds

ASAP after E

7.4A.6R(1)-(5)

6

Send annual long report of authorised contractual scheme manager, depositary and auditor to the FCA

Within 4 months of FAP

7.4A.9R(7)

7

Request FCA to revoke relevant authorisation order

On completion of W/U

7.4A.6R(6)
COLL 7.4A.4RRP
(1) Upon the happening of any of the matters or dates referred to in (3), and subject to the requirement of (4) being satisfied, and not otherwise:(a) COLL 6.2 (Dealing), COLL 6.3(Valuation and pricing) and COLL 5 (Investment and borrowing powers) cease to apply to the ACS or to the units and scheme property in the case of a sub-fund of a co-ownership scheme; (b) the depositary must cease to issue and cancelunits, except in respect of the final cancellation under COLL 7.4A.6R
COLL 7.4A.5RRP
(1) Either before notice is given under section 261Q of the Act or before a request is made under section 261W of the Act in relation to the proposals referred to in COLL 7.4A.4R (4), the authorised contractual scheme manager must make a full inquiry into the ACS's (or, in the case of the termination of a sub-fund of a co-ownership scheme, the sub-fund's) affairs, business and property to establish whether the ACS or the sub-fund will be able to meet all its liabilities.(2) The
SUP 15.2.1GRP
A firm is required to provide the FCA2 with a wide range of information to enable the FCA2 to meet its responsibilities for monitoring the firm's compliance with requirements imposed by or under the Act. Some of this information is provided through regular reports, including those set out in SUP 16 (Reporting requirements) and SUP 17 (Transaction reporting). In addition, other chapters in the Handbook set out specific notification and reporting requirements. Principle 11 includes
SUP 15.2.2GRP
This chapter sets out:(1) guidance on the type of event or change in condition which a firm should consider notifying in accordance with Principle 11; the purpose of this guidance is to set out examples and not to give comprehensive advice to firms on what they should notify in order to be in compliance with Principle 11;(2) rules on events and changes in condition that a firm must notify; these are the types of event that the FCA2 must be informed about, usually as soon as possible,
SUP 15.2.5GRP
3SUP 15.11 (Notification of COCON breaches and disciplinary action) provides rules and guidance on notifications to the FCA by a relevant authorised person where the relevant authorised person4 takes disciplinary action in relation to any conduct rules staff and the reason for taking that action is a reason specified in rules made by the FCA. This is a requirement imposed4 under section4 64C of the Act.
SUP 10A.14.4DRP
(1) A firm must use Form E where an approved person is both ceasing to perform one or more controlled functions and needs to be approved in relation to one or more FCA controlled functions within the same firm or group.(2) A firm must not use Form E if: 2(a) the approved person has never before been approved to perform for any firm:2(i) an FCA controlled function that is2 a significant-influence function; or2(ii) an FCA-designated senior management function; or2(iii) a PRA controlled
SUP 10A.14.19GRP
Failing to disclose relevant information to the FCA may be a criminal offence under section 398 of the Act.
SUP 10A.14.21GRP
(1) If, in relation to a firm which has completed the relevant Form A (SUP 10A Annex 4D), any of the details relating to arrangements and FCA controlled functions are to change, the firm must notify the FCA on Form D (SUP 10A Annex 7R). (2) The notification under (1) must be made as soon as reasonably practicable after the firm becomes aware of the proposed change.(3) This also applies in relation to an FCA controlled function for which an application was made using Form E.(4)
DEPP 6A.1.1GRP
1DEPP 6A sets out the FCA's2 statement of policy with respect to the imposition of suspensions or restrictions under sections 88A, 89Q and 206A of the Act3, and the period for which those suspensions or restrictions are to have effect, as required by sections3 88C(1), 89S(1)2 and 210(1) of the Act. It also sets out the FCA's statement of policy on the imposition of suspensions, conditions or limitations under section 66 of the Act, the period for which suspensions or conditions
DEPP 6A.1.2GRP
(1) For the purposes of DEPP 6A, "suspension" refers to the suspension of:2(a) any permission which an authorised person has to carry on a regulated activity (under section 206A of the Act),2(b) any approval of the performance by an approved person of any function to which the approval relates (under section 66 of the Act),2(c) a sponsor's approval (under section 88A(2)(b) of the Act),2(d) and a primary information provider's approval (under section 89Q(2)(b) of the Act); 2(2)
DEPP 6A.1.4GRP
The powers to impose a suspension, restriction, condition or limitation3 in relation to authorised persons and approved persons are disciplinary measures;2 where the FCA2 considers it necessary to take action, for example, to protect consumers from an authorised person, the FCA2 will seek to cancel or vary the authorised person'spermissions. If the FCA2 has concerns with a person's fitness to be approved, and considers it necessary to take action, the FCA2 will seek to prohibit
COND 2.2.1BGRP
5Paragraph 2B of Schedule 6 to the Act sets out the location of offices threshold condition for firms carrying on, or seeking to carry on, regulated activities which do not include a PRA-regulated activity.
COND 2.2.2GRP
6Paragraph 2B(1) of Schedule 6 to the Act implements article 7(1)(d) of the UCITS Directive, paragraphs 2B(1) to 2B(23) of Schedule 6 to the Act implement article 5(4) of MiFID, paragraph 2B(4) of Schedule 6 to the Act implements article 2.9 of the Insurance Mediation Directive and paragraph 2B(7) of Schedule 6 to the Act implements article 8(1)(e) of AIFMD, although the Act extends the threshold condition set out in paragraph 2B of Schedule 6 of the Act to authorised persons
COND 2.2.3GRP
Neither the UCITS Directive6, MiFID,3 the Insurance Mediation Directive, AIFMD6 nor the Act define what is meant by a firm's 'head office'. This is not necessarily the firm's place of incorporation or the place where its business is wholly or mainly carried on. Although the FCA5 will judge each application on a case-by-case basis, the key issue in identifying the head office of a firm is the location of its central management and control, that is, the location of: 16(1) the directors
LR 8.7.2BGRP
10Situations when the FCA may impose restrictions or limitations on the services a sponsor can provide include (but are not limited to) where it appears to the FCA that: (1) the sponsor has no or limited relevant experience and expertise of providing certain types of sponsor services or of providing sponsor services to certain types of company; or(2) the sponsor does not have systems and controls in place which are appropriate for the nature of the sponsor services which the sponsor
LR 8.7.20GRP
EG3 sets out the FCA's policy on when and how it will use its disciplinary powers, including 3 in relation to a sponsor.A statutory notice may be required under section 88B of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.1031010
LR 8.7.27GRP
10The FCA may impose restrictions or limitations on the services a sponsor can provide or suspend a sponsor's approval under section 88E of the Act if the FCA considers it desirable to do so in order to advance one or more of its operational objectives.[Note: A statutory notice may be required under section 88F of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.]
SUP 7.3.2GRP
The FCA 5 may also5 seek to exercise its own-initiative powers in certain situations,5 including the following:55(1) If the FCA5 determines that a firm's management, business or internal controls give rise to material risks that are not fully addressed by existing requirements, the FCA5may seek to use its own-initiative powers.555(2) If a firm becomes or is to become involved with new products or selling practices which present risks not adequately addressed by existing requirements,
SUP 7.3.3GRP
Pursuant to sections 55L, 55N, 55O, 55P and 55Q of the Act, within the scope of its functions and powers, the FCA5may seek to impose requirements which include but are not restricted to:55(1) requiring a firm to submit regular reports covering, for example, trading results, management accounts, customer complaints, connected party transactions;(2) where appropriate, 5requiring a firm to maintain prudential limits, for example on large exposures, foreign currency exposures or liquidity
SUP 7.3.4GRP
The FCA5 will seek to give a firm reasonable notice of an intent to vary its permission or impose a requirement5 and to agree with the firm an appropriate timescale. However, if the FCA5 considers that a delay may create a risk to any of the FCA's statutory objectives5,3 the FCA5 may need to act immediately using its powers under section 55J and/or 55L5 of the Act5 with immediate effect.5535555