Last Updated: 2 November 2026
Quick Summary
A change in control is any acquisition or disposal of shares or voting power that gives a person new or increased influence over an authorised firm, and you must notify the FCA before it happens. Notify when a holding reaches 10%, 20%, 30% or 50%, or where significant influence is gained or lost.
- Both the acquirer and the authorised target firm carry notification duties under section 178 FSMA.
- The submission pack needs ownership charts, source of funds and acquirer financial information.
- The business plan must describe the future regulated firm, not the deal economics.
- The FCA tests the acquirer against five statutory criteria during assessment.
- Pre-submission preparation typically takes 4-8 weeks before the assessment period.
Table of Contents
- Who Must Notify the FCA Under the Change in Control Rules
- FCA Change in Control Forms: What to Complete and Submit
- Building Your FCA Change in Control Business Plan
- FCA Change in Control Assessment Criteria: How the Regulator Decides
- FCA Change in Control Application Timeline: From Submission to Decision
- Common Mistakes That Delay a Change in Control Approval
- Preparing Your Change in Control Notification With Specialist Support
- Frequently Asked Questions
Who Must Notify the FCA Under the Change in Control Rules
A change in control is any acquisition or disposal of shares or voting power that gives a person a new or increased degree of influence over an authorised firm. If you are planning one, you must tell the FCA before it happens. This FCA change in control application guide sets out the steps, forms and evidence the regulator expects.
The rules sit in section 178 of the Financial Services and Markets Act 2000. They are not optional, and they are not a formality.
Controlled functions and the 10% threshold
The duty bites at defined thresholds. You must notify when a proposed acquisition takes a person’s holding to 10%, 20%, 30% or 50% of shares or voting power, or when it pushes them past those levels. The same applies to disposals that drop a holding below each threshold.
It also applies where a person gains or loses “significant influence” over the firm, even without crossing a percentage band. Control is about influence, not just arithmetic.
Acquirers, disposers and the Section 178 FSMA duty
Both sides of the transaction carry duties. The acquirer must notify before completion. The target firm must also tell the FCA once it becomes aware that a controller has changed.
Firms sometimes assume the buyer’s lawyers will handle everything. Watch out: the authorised firm itself can breach its own obligations if it fails to notify, and that sits on the firm’s record, not the buyer’s.
If the change also alters what your firm is permitted to do, the variation of permission process is worth reading alongside this guide, because the two applications often run in parallel.
FCA Change in Control Forms: What to Complete and Submit
The FCA change in control forms are the core submission pack, and completing them accurately is where most delays begin. The main form is the notification of a change in control, which asks for details of the acquirer, the target firm, the nature of the acquisition and the resulting ownership structure.
Expect to supply:
- Full corporate details of the acquirer and any intermediate holding companies
- The proposed percentage holding and voting power after completion
- A group structure chart showing the chain of ownership
- Details of the acquirer’s directors and senior managers
- Financial information about the acquirer
- Source of funds for the acquisition
If the transaction brings in new senior managers, those individuals may also need approval under the Senior Managers and Certification Regime. Our guide on how to apply as an approved person or senior manager explains the separate SMCR application.
Building Your FCA Change in Control Business Plan
A convincing FCA change in control business plan is not a copy of the acquirer’s investor deck. The regulator wants to see how the firm will operate after the change, who will run it, and how it will stay financially sound and compliant.
Cover these areas:
- The strategic rationale for the acquisition
- The firm’s business model after completion
- Governance arrangements and reporting lines
- Financial projections and capital adequacy
- Risk management and compliance controls
- Any planned changes to products, markets or systems
Most rejections we see come from plans that describe the deal rather than the firm. The FCA is assessing the future regulated business, not the transaction economics.
A structured regulatory business plan template helps you lay this out in the order the regulator expects.
FCA Change in Control Assessment Criteria: How the Regulator Decides
The FCA change in control assessment criteria come down to a single question: will the new controller run the firm soundly and in line with regulatory standards? The regulator tests the acquirer against the statutory considerations set out in the legislation.
It looks at the acquirer’s reputation and financial standing, and at the fitness of anyone who will direct the firm. It examines whether the acquisition could affect the firm’s ability to comply with its obligations. It considers the integrity of the transaction, including source of funds.
Then it asks whether the change creates a risk of financial crime or market abuse. Finally, it checks the impact on effective supervision.
Prepare evidence for each point. Vague assurances about reputation carry little weight; documented regulatory history, audited accounts and clear governance charts do.
FCA Change in Control Application Timeline: From Submission to Decision
The FCA change in control application timeline runs to a statutory clock. Once a complete notification is received, the regulator has a statutory period to decide. Confirm the current timescale with the FCA’s official guidance.
In practice, the quality of your pack determines the real timeline. A complete submission with clear evidence usually moves steadily. A thin one invites questions, and each question stops the clock.
The FCA may issue an information request during the assessment. If that happens, respond fully and quickly; our guide on handling FCA information requests covers how to structure the reply.
| Stage | Typical duration | What happens |
|---|---|---|
| Pre-submission preparation | 4-8 weeks | Assemble forms, business plan and evidence |
| FCA initial review | 1-2 weeks | Completeness check, possible information request |
| Assessment period | Up to 60 working days | Regulator tests the five criteria |
| Decision | On or before deadline | Approval, approval with conditions, or refusal |
Common Mistakes That Delay a Change in Control Approval
The most common mistakes that delay a change in control approval are predictable, and most are avoidable. Incomplete ownership charts top the list. So do business plans that ignore compliance and governance.
Others we see regularly:
- Notifying after completion instead of before
- Missing an intermediate holding company in the structure
- Failing to explain the source of funds
- Overlooking SMCR approvals for incoming managers
- Treating the pack as a legal formality rather than a regulatory case
The wider patterns behind rejected applications are covered in our guide on avoiding FCA application rejection, and many apply directly here.
Preparing Your Change in Control Notification With Specialist Support
Preparation is where outcomes are decided. The firms that sail through treat the notification as a regulatory case to be built, not a form to be filled.
At FCA Authorisation, we build the full application pack and manage the project from inception to completion. Our consultants bring insight from the FCA’s own Authorisations Team on what reviewers look for.
If you are weighing in-house handling against support, ask yourself whether your compliance officer has run a section 178 notification before. Most have not, and the first one is rarely the easy one.
Frequently Asked Questions
When do I need to notify the FCA about a change in control?
You must notify the FCA before completing a change in control if the proposed acquisition takes a person’s holding to 10% or more of shares or voting power, or above the 20%, 30% or 50% thresholds. Section 178 FSMA requires the acquirer to submit a notification and wait for approval before the transaction completes. Notifying after completion is a breach and can lead to enforcement action, so build the notification into the deal timetable from the outset.
How long does the FCA change in control application timeline usually take?
The FCA has a statutory period to assess a complete notification; check the current timescale in the FCA’s official guidance. The clock starts only when the regulator confirms it has everything it needs, so incomplete forms can pause the process. In practice, straightforward acquisitions with a clear business plan and complete forms can be decided within that window, while complex or cross-border cases can take longer. Allow extra time for pre-submission discussions if the acquirer is unfamiliar to the regulator.
Can a proposed change in control proceed before FCA approval?
No. Completing a change in control before the FCA has approved it is a criminal offence under FSMA, and the regulator can also object to the acquisition or impose conditions. The acquirer must wait for written approval before exercising control. If timing is tight, speak to the FCA early about the proposed timetable; the regulator can sometimes indicate how long it expects the assessment to take, but it cannot waive the requirement.
What happens if the FCA objects to a proposed change in control?
If the FCA objects, it issues a warning notice setting out its reasons, and the acquirer has the right to make representations to the Regulatory Decisions Committee. The regulator can also impose conditions on the acquisition, such as limiting the acquirer’s influence over the firm until concerns are resolved. Objections usually stem from gaps in the business plan, concerns about the acquirer’s fitness and propriety, or insufficient financial resources. Addressing these points in the initial submission reduces the risk of objection.
A change in control notification rewards preparation and punishes guesswork. If you want the pack built properly the first time, FCA Authorisation can manage the whole submission, from the forms and business plan to the final decision. Get started with FCA Authorisation and move your transaction forward with a notification built to the regulator’s expectations.
