Authorisation and changes of control
Obtaining FSA Authorisation
Seeking authorisation from the Financial Services Authority (FSA) for a start-up business requires careful management and a detailed knowledge of the FSA rules and the application process.
We tailor our support to a client's specific circumstances and to suit their particular needs. Some clients ask us to review material that they have produced themselves, providing discreet advice as and when required; on the other hand, we can project manage the entire process from start to finish, freeing up valuable internal resource to enable a client to continue focusing on the task of running their business. Our assistance can include:
- advising on the criteria for authorisation, the scope of permissions required and structuring options, including the availability of relevant exemptions from authorisation and techniques to mitigate the regulatory burden;
- advising on FSA approval requirements for relevant individuals, guiding the completion of the requisite business plan and advising on internal organisation, systems and controls and governance requirements;
- preparing personnel on the requirements of the regulatory regime and assisting with any pre-authorisation meetings with the FSA;
- drafting relevant documentation including: the components of the FSA application pack; policies and procedures; compliance monitoring programmes; terms of business and other contractual arrangements, such as outsourcing agreements;
- developing and implementing compliance procedures and systems and controls;
- liaising with a client's other advisers or co-ordinating a team of advisers in order to ensure a seamless approach to obtaining authorisation; and
- advising on the application of regulatory rules and requirements following authorisation, including the FSA conduct of business and prudential requirements.
Our help and support need not end with the submission of a client's application. Click here to learn how we can help your business grow and remain optimally compliant with regulatory requirements once your authorisation has been obtained.
FSA Individual Approval
Individuals carrying out certain functions or occupying certain roles in a regulated firm need to be approved by the FSA for those purposes. The applicant must be "fit and proper", as well as being shown to be competent for the position. We can advise on the application of FSA requirements, guiding clients through the application process and also provide tailored training for candidates on the duties and responsibilities of those who the FSA term "approved persons".
Passporting
Successive European Directives governing the provision of investment, banking and insurance services throughout the European Economic Area ("EEA") have sought to integrate the European financial services market using the mechanism of the cross-border 'passport'.
The effect of this is that in respect of a variety of financial services activities, institutions which are authorised in one member state are able to do business across the EEA with the minimum of formality in each 'host' state.
Whether a client is looking to carry on business in the UK or is a UK institution planning to passport into other EEA states, we can assist with all aspects of the passport process, including the application of applicable conduct of business rules, both in the UK and, through our network of overseas legal contacts, in jurisdictions across the EEA.
Variations to FSA Permissions
If an FSA regulated firm wishes to carry on regulated activities additional to those for which it is authorised, it will need to consider a variety of structural issues and apply to the FSA for a variation to the scope of its permitted business. Depending on the type of firm and the nature of the proposed activities, this process may prove to be as complex as seeking a new authorisation for a start-up business.
We can manage or provide assistance with an application to vary a firm's permission, allowing clients to focus on carrying on their business with the minimum of distraction.
Changes in control
Owners and controllers of authorised firms are required to be "fit and proper" and the ability of the FSA to require the prior approval to any changes to a firm's controllers is central to the FSA's prudential supervision of the financial services sector.
We have experience of advising on FSA change in control requirements, with expertise on a host of complex acquisition and holding structures. As part of our transaction support services, we can assist with advising on FSA requirements, completing the relevant application for approval and generally ensuring that clients obtain a swift approval from the regulator for any change in control.