Related provisions for SYSC 22.5.17
601 - 620 of 1033 items.
A firm and its controllers are required to notify certain changes in control (see7SUP 11 (Controllers and close links)). The purpose of the rules and guidance in this section is:7(1) to ensure that, in addition to such notifications, the FCA12 receives regular and comprehensive information about the identities of all of the controllers of a firm, which is relevant to a firm's continuing to satisfy the effective supervision threshold conditions15; 15158(2) to implement certain
(1) [deleted]10151510(2) [deleted]101510(3) [deleted]1010(4) [deleted]1010(4A) [deleted]105151510(4B) [deleted]1051515151510(5) [deleted]8108(6) 10A firm must submit annually by electronic means to the FCA12 the Controllers Report which contains the information specified in the form in SUP 16 Annex 37A, within four months of the firm'saccounting reference date9.
Cases (a) to (h) in DTR 5.2.1 R identify situations where a person may be able to control the manner in which voting rights are exercised and where, (taking account of any aggregation with other holdings) a notification to the issuer may need to be made. In the FCA's view:(1) Case (e) produces the result that it is always necessary for the parent undertaking of a controlled undertaking to aggregate its holding with any holding of the controlled undertaking (subject to the exemptions
A person falling within Cases (a) to (h) is an indirect holder of shares for the purpose of the definition of shareholder. These indirect holdings have to be aggregated, but also separately identified in a notification to the issuer. Apart from those identified in the Cases (a) to (h), the FCA does not expect any other significant category "indirect shareholder" to be identified. Cases (a) to (h) are also relevant in determining whether a person is an indirect holder of financial
(1) Most of the provisions in this sourcebook are marked with a G (to indicate guidance) or an R (to indicate a rule). Quotations from UK5 statute or statutory instruments are marked with the letters "UK"5 unless they form part of a piece of guidance. Other informative text regarding provisions of EU directives or onshored regulations6 which is meant to be for the convenience of readers but is not part of the legislative material is preceded by the word “Note”.5 For a discussion
(1) This sourcebook contains quotations from the Act, the Recognition Requirements Regulations, 6the RAP regulations,7 the Companies Act 19895and, where necessary, words have been added to, or substituted for, the text of these provisions to facilitate understanding.352(2) The additions and substitutions are enclosed in square brackets ([ ]). The omission of words within a quotation is indicated by three dots (...).(3) Any words in these quotations which have the same meaning
(1) An authorised professional firm of a kind falling within (2) must comply with such of IPRU-INV 3, 53 or 13 which in accordance with IPRU-INV 2.1.4R, most appropriately correlates to the type and scale of the business which it conducts. (2) The type of authorised professional firm to which (1) applies is one:(a) [deleted]3(b) which acts as a market maker; (c) which acts as a stabilising manager;
(da) which acts as a small authorised UK
The FCA considers the scope of this exclusion cannot be precisely defined. Ultimately questions of interpretation are for the Court to determine. The FCA considers that to satisfy the exclusion the services cannot be the major part of the practice of the firm. The FCA also considers the following factors to be among those that are relevant: (1) the scale of regulated activity in proportion to other professional services provided; (2) whether and to what extent activities that
4An issuer whose registered office is in a third country6 is exempted from the rules on:5(1) annual financial reports in DTR 4.1 (other than DTR 4.1.7R (4) which continues to apply); (2) half-yearly financial reports (DTR 4.2); and(3) reports on payments to governments (DTR 4.3A);5if the law of the third country6 in question lays down equivalent requirements or the issuer complies with requirements of the law of a third country6 that the FCA considers as equivalent.5[Note: article
The FCA maintains a published list of third countries6,5 for the purpose of DTR 4.4.8R6, whose laws5 lay down requirements equivalent to those imposed upon issuers by this chapter, or where the requirements of the law of that third country6 are considered to be equivalent by the FCA5.Such issuers remain subject to the following requirements of DTR 6:(1) the filing of information with the FCA;(2) the language provisions; and(3) the dissemination of information provisions.
25Nothing in this appendix relieves firms of the obligation to consider the particular facts and circumstances of each complaint and to consider whether the assessment of loss and compensation should, in the light of those facts and circumstances, be carried out on a different basis. If, however, the facts and circumstances make it appropriate to do so, the FCA's expectation is that firms will apply the approach and standards set out in this appendix, and where they do not, the
2(1) The purpose of these rules is to set out the requirements for registered societies and sponsoring bodies to pay application fees3.2(2) This set of rules is in respect of the registration functions relating to registered societies transferred to the FCA by section 50 of the Financial Services Act 2012, other than friendly societies authorised under section 31 of the Act.2
Schedule to the Recognition Requirements Regulations, Paragraph 4(2)(e)
2Without prejudice to the generality of sub-paragraph [4(1)], the [UK RIE] must ensure that- |
satisfactory arrangements are made for recording transactions effected on the [UK RIE], and transactions (whether or not effected on the [UK RIE ]) which are cleared or to be cleared by means of itsfacilities; |
[Note: article 25 of MiFIR requires the operator of a trading venue to keep relevant data relating to all orders in financial instruments which are advertised through their systems at the disposal of the FCA]4 |
In determining whether a UK recognised body has satisfactory arrangements for recording the transactions effected on its facilities,3 or cleared or to be cleared by another person3 by means of, its facilities, the FCA3 may have regard to:3(1) whether the UK recognised body has arrangements for creating, maintaining and safeguarding an audit trail of transactions for at least five years4; and(2) the type of information recorded and the extent to which the record includes4: (a)
An issuer whose registered office is in a third country4 is exempted from DTR 6.1.3 R to DTR 6.1.15 R if:33(1) the law of the third country4 in question lays down equivalent requirements; or3(2) the issuer complies with requirements of the law of a third country4 that the FCA considers as equivalent.3[Note: article 23(1) of the TD]3
The FCA maintains a published list of third countries4, for the purpose of DTR 6.1.16R4, whose laws3 lay down requirements equivalent to those imposed upon issuers by this chapter, or where the requirements of the law of that third country4 are considered to be equivalent by the FCA3. Such issuers remain subject to the following requirements of DTR 6:3(1) the filing of information with the FCA;(2) the language provisions; and(3) the dissemination of information provisions.
4It is the responsibility of an insurance intermediary's senior management to determine, on a continuing basis, whether the insurance intermediary is an exempt insurance intermediary and to appoint an auditor if management determines the firm is no longer exempt. SUP 3.7 (amplified by SUP 15) sets out what a firm should consider when deciding whether it should notify the FCA of matters raised by its auditor.6
4The rights and duties of auditors are set out in SUP 3.8 (Rights and duties of all auditors) and SUP 3.10 (Duties of auditors: notification and report on client assets). SUP 3.8.10 G includes the auditor's statutory duty to report certain matters to the FCA8 imposed by regulations made by the Treasury under sections 342(5) and 343(5) of the Act (information given by auditor or actuary to a regulator8). An auditor should bear these rights and duties in mind when carrying out client
The FCA interprets the phrase “dealing with” as including having contact with customers5 and extending beyond “dealing” as used in the phrase “dealing in investments”. “Dealing in” is used in Schedule 2 to the Act to describe in general terms the regulated activities which are specified in Part II of the Regulated Activities Order.
The FCA would expect an individual from overseas to be accompanied on a visit to a customer. TC 2.1.9 R (2) (where it applies)7 provides that the firm will have to be satisfied that the individual has at least three years of up-to-date, relevant experience obtained outside the United Kingdom. However, the remaining provisions of TC 2.1.9 R (2) are disapplied in these circumstances (except for an individual who gives advice to retail clients on retail investment products, gives
(1) The FCA takes the view that sections 77, 78 and 79 of the CCA should be read in a way that allows the borrower or hirer to obtain the information needed in order to be properly informed without imposing unnecessary burden on firms.(2) The statement referred to in the relevant section must be prepared according to the information to which it is 'practicable' for the firm to refer. In the FCA's view, this means practicable at the time of the request and includes information
(1) Failure to comply with the provisions means that the agreement becomes unenforceable while the failure to comply persists, and the courts have no discretion to allow enforcement.(2) In such cases, a firm should in no way, either by act or omission, mislead a customer as to the enforceability of the agreement.(3) In particular, a firm should not in such cases either threaten court action or other enforcement of the debt or imply that the debt is enforceable when it is not.(4)
Factors that may be relevant in the assessment of a MiFID complaint under DISP 1.1A.20R(2) include the following:
(1) all the evidence available and the particular circumstances of the complaint;(2)
similarities with other complaints received by the respondent;
(3) relevant guidance published by the FCA, other relevant regulators, the Financial Ombudsman Service or former schemes; and
(4) appropriate analysis of decisions by the Financial Ombudsman Service concerning similar
When assessing a MiFID investment firm’s response to a MiFID complaint, the FCA may have regard to a number of factors, including, the quality of response, as against the above rules, as well as the speed with which it was made.
[Note: subject to a few minor changes reflecting its amended application, this provision replicates DISP 1.6.8G]
The complaints reporting rules also apply to the MiFID complaints of a firm, except that the relevant parts of the report which the firm must provide to the FCA under DISP 1.10.1R must, in relation to MiFID complaints, include information about such complaints received from retail clients, professional clients, and (where relevant) eligible counterparties rather than eligible complainants.
(1) 1This rule deals with the calculation of:(a) a firm'sgeneral levy in the 12 months ending on the 31 March in which it obtains permission, or was authorised under the Payment Services Regulations or the Electronic Money Regulations4or had its permission and/or payment services activities extended (relevant permissions)3 and the following 12 months ending on the 31 March;3 and33(b) the tariff base for the industry blocks that relate to each of the relevant permissions3.3(2)
1The table below sets out the period within which a firm's tariff base is calculated (the data period) for second year levies calculated under FEES 5.8.2R. The example is based on a firm that acquires permission on 1 November 20146and has a financial year ending 31 March. Where valuation dates fall before the firm receives permission it should use projected valuations in calculating its levies.
References in this table to dates or months are references to the latest one occurring before the start of the FCA's financial year unless otherwise stated.
6Type of permission acquired on 1 November |
Tariff base |
Valuation date but for FEES 5.8.2R |
Data period under FEES 5.8.2R |
Insurers - general |
Relevant annual gross premium income and gross technical liabilities6 |
31 March 20146- so projected valuations will be used 6 |
1 November to 31 December 20146. 6 |
Portfolio managers (including those holding client money/ assets and not holding client money/ assets) 6 |
Relevant funds under management |
Valued at 31 December |
Valued at 31 December |
Advisers,6arrangers, dealers or brokers holding and controlling client money and/or assets 6 |
Annual income as defined in FEES 4 Annex 11A6 6 |
31 December. 6 This is because the firm's tariff base is calculated by reference to the firm's financial year end in the calendar year before the start of the FCAfee year. Therefore FEES 5.8.2R (3)(c) applies. 6 6 |
1 November to 31 December but annualised in accordance with FEES 5.8.2R (3)(c)(iii)6 6 |
7[Note: Transitional provisions apply to FEES 5.8.1R, FEES 5.8.2R and FEES 5.8.3G – see FEES TP 13]
Article 61(3)(a) of the Regulated Activities Order defines a regulated mortgage contract as a contract which, at the time it is entered into, satisfies the following conditions:(1) the contract is one where a lender provides credit to an individual or trustees (the 'borrower');(2) the contract provides for the obligation of the borrower to repay to be secured by a mortgage on land, where “land” for this purpose means:855(a) in relation to a contract entered into before IP completion
(1) Article 61(3)(c) of the Regulated Activities Order states that credit includes a cash loan and any other form of financial accommodation. Although 'financial accommodation' has a potentially wide meaning, its scope is limited by the terms used in the definition of a regulated mortgage contract set out in PERG 4.4.1 G. Whatever form the financial accommodation may take, article 61(3)(a) envisages that it must include 7an obligation to repay on the part of the individual who
The expression 'as or in connection with a dwelling' set out in PERG 4.4.1G (3) means that loans to buy a small house with a large garden would in general be covered. However, if at the time of entering into the contract the intention was for the garden to be used for some other purpose – for example, if it was intended that a third party were to have use of the garden – the contract would not constitute a regulated mortgage contract. Furthermore, the FCA would not regard a loan
Firms are reminded of the client's best interests rule, which requires the firm to act honestly, fairly and professionally in accordance with the best interests of their clients. For any transactions involving retail clients carried out under this section the FCA expects that:55(1) the firm ensures that relevant collateral is provided by the borrower in favour of the client;(2) the current realisable value of the
safe custody asset2
and of the relevant collateral is monitored
Neither the UCITS Directive6, MiFID,3 the IDD7, 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 and other senior
The following rules in FEES apply to VJ participants as part of the standard terms, but substituting 'VJ participant' for 'firm':(1) FEES 2.2.1 R (late payment) but substituting 'FOS Ltd' for 'the FCA';2121(2) FEES 2.3.1 R and 2.3.2 R (remission of fees);(3) [deleted]24(4) FEES 5.3.6 R (general levy) but substituting:(a) 'Voluntary Jurisdiction' for 'Compulsory Jurisdiction' ; and(b) 'FOS Ltd' for 'the FCA';2121(5) FEES 5.3.8 R (calculation of general levy) but substituting:24(a)