Financial Services and Markets Act 2000

2000 CHAPTER 8

Thomson Reuters (Legal) Limited.

UK Statutes Crown Copyright. Reproduced by permission of the Controller of Her Majesty's Stationery Office.

An Act to make provision about the regulation of financial services and markets; to provide for the

transfer of certain statutory functions relating to building societies, friendly societies, industrial

and provident societies and certain other mutual societies; and for connected purposes.

[14th June 2000]

BE IT ENACTED by the Queen's most Excellent Majesty, by and with the advice and consent of

the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the

authority of the same, as follows:—

Extent

Preamble: United Kingdom 

PART I

THE REGULATOR

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

1.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 1
Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

The Authority's general duties

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

2.— [...]1

Financial Services and Markets Act 2000 Page 2
Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

The regulatory objectives

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

Financial Services and Markets Act 2000 Page 3
3.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

3A [...]1

Financial Services and Markets Act 2000 Page 4
Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

R Repealed

4.— [...]1

Notes

1 Repealed by Financial Services Act 2010 c. 28 s.2(3) (October 12, 2010)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

Financial Services and Markets Act 2000 Page 5
R Repealed

England, Scotland and Wales

5.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

Financial Services and Markets Act 2000 Page 6
R Repealed

England, Scotland and Wales

6.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

[ Enhancing public understanding of financial matters etc ]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.2(5) (April 8, 2010)

Financial Services and Markets Act 2000 Page 7
The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

6A [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 8
Corporate governance

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

7. [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 9
Arrangements for consulting practitioners and consumers

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

8. [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 10
The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

9.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 11
The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

10.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 12
The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

11.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 13
Reviews

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

12.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 14
The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

13.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 15
Inquiries

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

14.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 16
The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

15.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 17
The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

16.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 18
The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

17.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 19
The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

18.— [...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Other Application

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making

appointments subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

As part of the substitution of a new Part 1A and in relation to the application of that new Part 1A

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: ss 1-18 are repealed.[...]1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 20
[ PART 1A

THE REGULATORS

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1,

2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7 otherwise)

[ CHAPTER 1

THE FINANCIAL CONDUCT AUTHORITY ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1,

2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7 otherwise)

[ The Financial Conduct Authority ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7 otherwise)

Law In Force

[ 1A The Financial Conduct Authority

(1) The body corporate previously known as the Financial Services Authority is renamed as the

Financial Conduct Authority.

(2) The Financial Conduct Authority is in this Act referred to as “the FCA”.

(3) The FCA is to have the functions conferred on it by or under this Act.

(4) The FCA must comply with the requirements as to its constitution set out in Schedule 1ZA.

(5) Schedule 1ZA also makes provision about the status of the FCA and the exercise of certain of

its functions.

(6) References in this Act or any other enactment to functions conferred on the FCA by or under

this Act include references to functions conferred on the FCA by or under—

(a) the Insolvency Act 1986,

(b) the Banking Act 2009,

Financial Services and Markets Act 2000 Page 21
(c) the Financial Services Act 2012 , [...]2

[ (ca) the Alternative Investment Fund Managers Regulations 2013, or ]

2

(d) a qualifying EU provision that is specified, or of a description specified, for the purposes

of this subsection by the Treasury by order.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7 otherwise)

2 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.2 (July 22, 2013: insertion

has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Pt IA c. 1 s. 1A(1)-(6)(d): United Kingdom 

[ The FCA's general duties]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 in so far as it is relevant to other provisions

of 2012 c.21 which are in force as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 4 and 7 otherwise)

Law In Force

[ 1B The FCA's general duties

(1) In discharging its general functions the FCA must, so far as is reasonably possible, act in a way

which—

(a) is compatible with its strategic objective, and

(b) advances one or more of its operational objectives.

(2) The FCA's strategic objective is: ensuring that the relevant markets (see section 1F) function

well.

(3) The FCA's operational objectives are—

(a) the consumer protection objective (see section 1C);

(b) the integrity objective (see section 1D);

(c) the competition objective (see section 1E).

(4) The FCA must, so far as is compatible with acting in a way which advances the consumer

protection objective or the integrity objective, discharge its general functions in a way which

promotes effective competition in the interests of consumers.

(5) In discharging its general functions the FCA must have regard to—

(a) the regulatory principles in section 3B, and

Financial Services and Markets Act 2000 Page 22
(b) the importance of taking action intended to minimise the extent to which it is possible

for a business carried on—

(i) by an authorised person or a recognised investment exchange, or

(ii) in contravention of the general prohibition,

to be used for a purpose connected with financial crime.

(6) For the purposes of this Chapter, the FCA's general functions are-

(a) its function of making rules under this Act (considered as a whole),

(b) its function of preparing and issuing codes under this Act (considered as a whole),

(c) its functions in relation to the giving of general guidance under this Act (considered as

a whole), and

(d) its function of determining the general policy and principles by reference to which it

performs particular functions under this Act.

(7) Except to the extent that an order under section 50 of the Financial Services Act 2012 (orders

relating to mutual societies functions) so provides, the FCA's general functions do not include

functions that are transferred functions within the meaning of section 52 of that Act.

(8) “General guidance”has the meaning given in section 139B(5).

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 in so far as it is relevant to other provisions

of 2012 c.21 which are in force as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 4 and 7 otherwise)

Extent

Pt IA c. 1 s. 1B(1)-(8): United Kingdom 

Law In Force

[ 1C The consumer protection objective

(1) The consumer protection objective is: securing an appropriate degree of protection for consumers.

(2) In considering what degree of protection for consumers may be appropriate, the FCA must have

regard to—

(a) the differing degrees of risk involved in different kinds of investment or other transaction;

(b) the differing degrees of experience and expertise that different consumers may have;

(c) the needs that consumers may have for the timely provision of information and advice

that is accurate and fit for purpose;

(d) the general principle that consumers should take responsibility for their decisions;

(e) the general principle that those providing regulated financial services should be expected

to provide consumers with a level of care that is appropriate having regard to the degree of

risk involved in relation to the investment or other transaction and the capabilities of the

consumers in question;

(f) the differing expectations that consumers may have in relation to different kinds of

investment or other transaction;

Financial Services and Markets Act 2000 Page 23
(g) any information which the consumer financial education body has provided to the FCA

in the exercise of the consumer financial education function;

(h) any information which the scheme operator of the ombudsman scheme has provided

to the FCA pursuant to section 232A.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 in so far as it is relevant to other provisions

of 2012 c.21 which are in force as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 4 and 7 otherwise)

Extent

Pt IA c. 1 s. 1C(1)-(2)(h): United Kingdom 

Law In Force

[ 1D The integrity objective

(1) The integrity objective is: protecting and enhancing the integrity of the UK financial system.

(2) The “integrity” of the UK financial system includes—

(a) its soundness, stability and resilience,

(b) its not being used for a purpose connected with financial crime,

(c) its not being affected by behaviour that amounts to market abuse,

(d) the orderly operation of the financial markets, and

(e) the transparency of the price formation process in those markets.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 in so far as it is relevant to other provisions

of 2012 c.21 which are in force as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 4 and 7 otherwise)

Extent

Pt IA c. 1 s. 1D(1)-(2)(e): United Kingdom 

Law In Force

[ 1E The competition objective

(1) The competition objective is: promoting effective competition in the interests of consumers in

the markets for—

(a) regulated financial services, or

(b) services provided by a recognised investment exchange in carrying on regulated activities

in respect of which it is by virtue of section 285(2) exempt from the general prohibition.

Financial Services and Markets Act 2000 Page 24
(2) The matters to which the FCA may have regard in considering the effectiveness of competition

in the market for any services mentioned in subsection (1) include—

(a) the needs of different consumers who use or may use those services, including their

need for information that enables them to make informed choices,

(b) the ease with which consumers who may wish to use those services, including consumers

in areas affected by social or economic deprivation, can access them,

(c) the ease with which consumers who obtain those services can change the person from

whom they obtain them,

(d) the ease with which new entrants can enter the market, and

(e) how far competition is encouraging innovation.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 in so far as it is relevant to other provisions

of 2012 c.21 which are in force as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 4 and 7 otherwise)

Extent

Pt IA c. 1 s. 1E(1)-(2)(e): United Kingdom 

[ Interpretation of terms used in relation to FCA'sgeneral duties]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 1F Meaning of “relevant markets” in strategic objective

In section 1B(2)“the relevant markets” means—

(a) the financial markets,

(b) the markets for regulated financial services (see section 1H(2)), and

(c) the markets for services that are provided by persons other than authorised persons in

carrying on regulated activities but are provided without contravening the general prohibition.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 1 s. 1F(a)-(c): United Kingdom 

Financial Services and Markets Act 2000 Page 25
Law In Force

[ 1G Meaning of “consumer”

(1) In sections 1B to 1E“consumers” means persons who—

(a) use, have used or may use—

(i) regulated financial services, or

(ii) services that are provided by persons other than authorised persons but are

provided in carrying on regulated activities,

(b) have relevant rights or interests in relation to any of those services,

(c) have invested, or may invest, in financial instruments, [...]2

(d) have relevant rights or interests in relation to financial instruments [ , or ]

3

[ (e) have rights, interests or obligations that are affected by the level of a regulated

benchmark. ]

3

(2) A person (“P”) has a “relevant right or interest”in relation to any services within subsection

(1)(a) if P has a right or interest—

(a) which is derived from, or is otherwise attributable to, the use of the services by others,

or

(b) which may be adversely affected by the use of the services by persons acting on P's

behalf or in a fiduciary capacity in relation to P.

(3) If a person is providing a service within subsection (1)(a) as trustee, the persons who are, have

been or may be beneficiaries of the trust are to be treated as persons who use, have used or may

use the service.

(4) A person who deals with another person (“B”) in the course of B providing a service within

subsection (1)(a) is to be treated as using the service.

(5) A person (“P”) has a “relevant right or interest”in relation to any financial instrument if P has—

(a) a right or interest which is derived from, or is otherwise attributable to, investment in

the instrument by others, or

(b) a right or interest which may be adversely affected by the investment in the instrument

by persons acting on P's behalf or in a fiduciary capacity in relation to P.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

2 Word repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2013/655

Pt 2 art.3(2)(a) (April 2, 2013: repeal has effect subject to transitional provisions specified in SI 2013/655 Pt 4)

3 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2013/655 Pt 2

art.3(2)(b) (April 2, 2013: insertion has effect subject to transitional provisions specified in SI 2013/655 Pt 4)

Extent

Pt IA c. 1 s. 1G(1)-(5)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 26
Law In Force

[ 1H Further interpretative provisions for sections 1B to 1G

(1) The following provisions have effect for the interpretation of sections 1B to 1G.

(2) “Regulated financial services” means services provided—

(a) by authorised persons in carrying on regulated activities;

(b) [...]2

(c) by authorised persons in communicating, or approving the communication by others

of, invitations to engage in investment activity;

(d) by authorised persons who are investment firms, or credit institutions, in providing

relevant ancillary services;

(e) by persons acting as appointed representatives;

(f) by payment service providers in providing payment services;

(g) by electronic money issuers in issuing electronic money;

(h) by sponsors to issuers of securities;

(i) by primary information providers to persons who issue financial instruments.

(3) “Financial crime”includes any offence involving—

(a) fraud or dishonesty,

(b) misconduct in, or misuse of information relating to, a financial market,

(c) handling the proceeds of crime, or

(d) the financing of terrorism.

(4) “Offence”includes an act or omission which would be an offence if it had taken place in the

United Kingdom.

(5) “Issuer”, except in the expression “electronic money issuer”, has the meaning given in section

102A(6).

(6) “Financial instrument”has the meaning given in section 102A(4).

(7) “Securities”has the meaning given in section 102A(2).

[ (7A) “Regulated benchmark” means a benchmark, as defined in section 22(6), in relation to which

any provision made under section 22(1A)(b) has effect. ]

3

(8) In this section—

[...]4

“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 a

registered office, its head office) in an EEA State;

“electronic money”has the same meaning as in the Electronic Money Regulations 2011;

“electronic money issuer” means a person who is an electronic money issuer as defined in

regulation 2(1) of the Electronic Money Regulations 2011 other than a person falling within

paragraph (f), (g) or (j) of the definition;

“engage in investment activity”has the meaning given in section 21;

“financial instrument”has the meaning given in section 102A(4);

“payment services”has the same meaning as in the Payment Services Regulations 2009;

Financial Services and Markets Act 2000 Page 27
“payment service provider” means a person who is a payment service provider as defined

in regulation 2(1) of the Payment Services Regulations 2009 other than a person falling

within paragraph (g) or (h) of the definition;

“primary information provider”has the meaning given in section 89P(2);

“relevant ancillary service” means any service of a kind mentioned in Section B of Annex

I to the markets in financial instruments directive the provision of which does not involve

the carrying on of a regulated activity;

“sponsor”has the meaning given in section 88(2).

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

2 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(2)(a) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI

2013/1998 art.11(2))

3 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2013/655 Pt 2

art.3(3) (April 2, 2013: insertion has effect subject to transitional provisions specified in SI 2013/655 Pt 4)

4 Definitions repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2)

Order 2013/1881 Pt 3 art.10(2)(b) (July 26, 2013: repeal has effect subject to transitional and savings provisions

specified in SI 2013/1998 art.11(2))

Extent

Pt IA c. 1 s. 1H(1)-(8) definition of "sponsor": United Kingdom 

Law In Force

[ 1I Meaning of “the UK financial system”

In this Act “the UK financial system” means the financial system operating in the United Kingdom

and includes—

(a) financial markets and exchanges,

(b) regulated activities, and

(c) other activities connected with financial markets and exchanges.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 1 s. 1I(a)-(c): United Kingdom 

Financial Services and Markets Act 2000 Page 28
[ Power to amend objectives]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 1J Power to amend objectives

The Treasury may by order amend any of the following provisions—

(a) in section 1E(1), paragraphs (a) and (b),

(b) section 1G, and

(c) section 1H(2) and (5) to (8).

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 1 s. 1J(a)-(c): United Kingdom 

[ Guidance about objectives]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 1K Guidance about objectives

(1) The general guidance given by the FCA under section 139A must include guidance about how

it intends to advance its operational objectives in discharging its general functions in relation to

different categories of authorised person or regulated activity.

(2) Before giving or altering any guidance complying with subsection (1), the FCA must consult

the PRA.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 29
Extent

Pt IA c. 1 s. 1K(1)-(2): United Kingdom 

[ The Financial Conduct Authority ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1,

2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7 otherwise)

Law In Force

[ 1L Supervision, monitoring and enforcement

(1) The FCA must maintain arrangements for supervising authorised persons.

(2) The FCA must maintain arrangements designed to enable it to determine whether persons other

than authorised persons are complying—

(a) with requirements imposed on them by or under this Act, in cases where the FCA is

the appropriate regulator for the purposes of Part 14 (disciplinary measures), [...]2

[ (aa) with requirements imposed on them by the Alternative Investment Fund Managers

Regulations 2013, or ]

2

(b) with requirements imposed on them by any qualifying EU provision that is specified,

or of a description specified, for the purposes of this subsection by the Treasury by order.

(3) The FCA must also maintain arrangements for enforcing compliance by persons other than

authorised persons with relevant requirements, within the meaning of Part 14, in cases where the

FCA is the appropriate regulator for the purposes of any provision of that Part.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of making

orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1,

2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7 otherwise)

2 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.3 (July 22, 2013: insertion

has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Pt IA c. 1 s. 1L(1)-(3): United Kingdom 

[ Arrangements for consulting practitioners and consumers]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substiution has effect on February 19, 2013 for the purposes of making appointments

Financial Services and Markets Act 2000 Page 30
as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7

otherwise)

Law In Force

[ 1M The FCA's general duty to consult

The FCA must make and maintain effective arrangements for consulting practitioners and consumers

on the extent to which its general policies and practices are consistent with its general duties under

section 1B. ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substiution has effect on February 19, 2013 for the purposes of making appointments

as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7

otherwise)

Extent

Pt IA c. 1 s. 1M: United Kingdom 

Law In Force

[ 1N The FCA Practitioner Panel

(1) Arrangements under section 1M must include the establishment and maintenance of a panel of

persons (to be known as “the FCA Practitioner Panel”) to represent the interests of practitioners.

(2) The FCA must appoint one of the members of the FCA Practitioner Panel to be its chair.

(3) The Treasury's approval is required for the appointment or dismissal of the chair.

(4) The FCA must appoint to the FCA Practitioner Panel such—

(a) persons representing authorised persons, and

(b) persons representing recognised investment exchanges,

as it considers appropriate.

(5) The FCA may appoint to the FCA Practitioner Panel such other persons as it considers

appropriate.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substiution has effect on February 19, 2013 for the purposes of making appointments

as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7

otherwise)

Extent

Pt IA c. 1 s. 1N(1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 31
Law In Force

[ 1O The Smaller Business Practitioner Panel

(1) Arrangements under section 1M must include the establishment and maintenance of a panel of

persons (to be known as “the Smaller Business Practitioner Panel”) to represent the interests of

eligible practitioners.

(2) “Eligible practitioners” means authorised persons of a description specified in a statement

maintained by the FCA.

(3) The FCA must appoint one of the members of the Smaller Business Practitioner Panel to be its

chair.

(4) The Treasury's approval is required for the appointment or dismissal of the chair.

(5) The FCA must appoint to the Smaller Business Practitioner Panel such—

(a) individuals who are eligible practitioners, and

(b) persons representing eligible practitioners,

as it considers appropriate.

(6) The FCA may appoint to the Smaller Business Practitioner Panel such other persons as it

considers appropriate.

(7) In making the appointments, the FCA must have regard to the desirability of ensuring the

representation of eligible practitioners carrying on a range of regulated activities.

(8) The FCA may revise the statement maintained under subsection (2).

(9) The FCA must—

(a) give the Treasury a copy of the statement or revised statement without delay, and

(b) publish the statement as for the time being in force in such manner as it thinks fit.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substiution has effect on February 19, 2013 for the purposes of making appointments

as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7

otherwise)

Extent

Pt IA c. 1 s. 1O(1)-(9)(b): United Kingdom 

Law In Force

[ 1P The Markets Practitioner Panel

(1) Arrangements under section 1M must include the establishment and maintenance of a panel of

persons (to be known as “the Markets Practitioner Panel”) to represent the interests of practitioners

who are likely to be affected by the exercise by the FCA of its functions relating to markets, including

its functions under Parts 6, 8A and 18.

(2) The FCA must appoint one of the members of the Markets Practitioner Panel to be its chair.

Financial Services and Markets Act 2000 Page 32
(3) The Treasury's approval is required for the appointment or dismissal of the chair.

(4) The FCA must appoint to the Markets Practitioner Panel such persons to represent the interests

of persons within subsection (5) as it considers appropriate.

(5) The persons within this subsection are—

(a) authorised persons,

(b) persons who issue financial instruments,

(c) sponsors, as defined in section 88(2),

(d) recognised investment exchanges, and

(e) primary information providers, as defined in section 89P(2).

(6) The FCA may appoint to the Markets Practitioner Panel such other persons as it considers

appropriate.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substiution has effect on February 19, 2013 for the purposes of making appointments

as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7

otherwise)

Extent

Pt IA c. 1 s. 1P(1)-(6): United Kingdom 

Law In Force

[ 1Q The Consumer Panel

(1) Arrangements under section 1M must include the establishment and maintenance of a panel of

persons (to be known as “the Consumer Panel”) to represent the interests of consumers.

(2) The FCA must appoint one of the members of the Consumer Panel to be its chair.

(3) The Treasury's approval is required for the appointment or dismissal of the chair.

(4) The FCA may appoint to the Consumer Panel such consumers, or persons representing the

interests of consumers, as it considers appropriate.

(5) The FCA must secure that membership of the Consumer Panel is such as to give a fair degree

of representation to those who are using, or are or may be contemplating using, services otherwise

than in connection with businesses carried on by them.

(6) Sections 425A and 425B (meaning of “consumers”) apply for the purposes of this section, but

the references to consumers in this section do not include consumers who are authorised persons.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substiution has effect on February 19, 2013 for the purposes of making appointments

as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

Financial Services and Markets Act 2000 Page 33
paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7

otherwise)

Extent

Pt IA c. 1 s. 1Q(1)-(6): United Kingdom 

Law In Force

[ 1R Duty to consider representations made by the Panels

(1) The FCA must consider representations that are made to it in accordance with arrangements

made under section 1M.

(2) The FCA must from time to time publish in such manner as it thinks fit responses to the

representations.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 1 s. 1R(1)-(2): United Kingdom 

[ Reviews]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 1S Reviews

(1) The Treasury may appoint an independent person to conduct a review of the economy, efficiency

and effectiveness with which the FCA has used its resources in discharging its functions.

(2) A review may be limited by the Treasury to such functions of the FCA (however described) as

the Treasury may specify in appointing the person to conduct it.

(3) A review is not to be concerned with the merits of the FCA's general policy or principles in

complying with its general duties under section 1B(1) and (4).

(4) On completion of a review, the person conducting it must make a written report to the Treasury—

(a) setting out the result of the review, and

(b) making such recommendations (if any) as the person considers appropriate.

(5) A copy of the report must be—

Financial Services and Markets Act 2000 Page 34
(a) laid before Parliament, and

(b) published in such manner as the Treasury consider appropriate.

(6) Any expenses reasonably incurred in the conduct of the review are to be met by the Treasury

out of money provided by Parliament.

(7) “Independent” means appearing to the Treasury to be independent of the FCA.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 1 s. 1S(1)-(7): United Kingdom 

Law In Force

[ 1T Right to obtain documents and information

(1) A person conducting a review under section 1S—

(a) has a right of access at any reasonable time to all such documents as the person may

reasonably require for the purposes of the review, and

(b) may require any person holding or accountable for any such document to provide such

information and explanation as are reasonably necessary for that purpose.

(2) Subsection (1) applies only to documents in the custody of or under the control of the FCA.

(3) An obligation imposed on a person as a result of the exercise of the powers conferred by

subsection (1) is enforceable by injunction or, in Scotland, by an order for specific performance

under section 45 of the Court of Session Act 1988.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 1 s. 1T(1)-(3): United Kingdom 

[ CHAPTER 2

THE PRUDENTIAL REGULATION AUTHORITY ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for provisions specified in SI 2013/113 art.2

Financial Services and Markets Act 2000 Page 35
and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.6; April 1, 2013 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7 otherwise)

[ The Prudential Regulation Authority ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.6; April 1, 2013 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7 otherwise)

Law In Force

[ 2A The Prudential Regulation Authority

(1) The body corporate originally incorporated as the Prudential Regulation Authority Limited is

renamed as the Prudential Regulation Authority.

(2) The Prudential Regulation Authority is in this Act referred to as “the PRA”.

(3) The PRA is to have the functions conferred on it by or under this Act.

(4) The PRA must comply with the requirements as to its constitution set out in Schedule 1ZB.

(5) Schedule 1ZB also confers on the Bank of England functions in relation to the PRA and makes

provision about the status of the PRA and the exercise of certain of its functions.

(6) References in this Act or any other enactment to functions conferred on the PRA by or under

this Act include references to functions conferred on the PRA by or under—

(a) the Insolvency Act 1986,

(b) the Banking Act 2009,

(c) the Financial Services Act 2012, or

(d) a qualifying EU provision that is specified, or of a description specified, for the purposes

of this subsection by the Treasury by order.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 for provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.6; April 1, 2013 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7 otherwise)

Extent

Pt IA c. 2 s. 2A(1)-(6)(d): United Kingdom 

Financial Services and Markets Act 2000 Page 36
[ The PRA's general duties]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 2B The PRA's general objective

(1) In discharging its general functions the PRA must, so far as is reasonably possible, act in a way

which advances its general objective.

(2) The PRA's general objective is: promoting the safety and soundness of PRA-authorised persons.

(3) That objective is to be advanced primarily by—

(a) seeking to ensure that the business of PRA-authorised persons is carried on in a way

which avoids any adverse effect on the stability of the UK financial system, and

(b) seeking to minimise the adverse effect that the failure of a PRAauthorised person could

be expected to have on the stability of the UK financial system.

(4) The adverse effects mentioned in subsection (3) may, in particular, result from the disruption

of the continuity of financial services.

(5) In this Act “PRA-authorised person” means an authorised person who has permission—

(a) given under Part 4A, or

(b) resulting from any other provision of this Act,

to carry on regulated activities that consist of or include one or more PRA-regulated activities (see

section 22A).

(6) Subsection (1) is subject to sections 2C and 2D.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 in so far as it is relevant to other provisions

of 2012 c.21 which are in force as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 4 and 7 otherwise)

Extent

Pt IA c. 2 s. 2B(1)-(6): United Kingdom 

Law In Force

[ 2C Insurance objective

(1) In discharging its general functions so far as relating to a PRAregulated activity relating to the

effecting or carrying out of contracts of insurance or PRA-authorised persons carrying on that

activity, the PRA must, so far as is reasonably possible, act in a way—

Financial Services and Markets Act 2000 Page 37
(a) which is compatible with its general objective and its insurance objective, and

(b) which the PRA considers most appropriate for the purpose of advancing those objectives.

(2) The PRA's insurance objective is: contributing to the securing of an appropriate degree of

protection for those who are or may become policyholders.

(3) This section applies only if the effecting or carrying out of contracts of insurance as principal

is to any extent a PRA-regulated activity.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 in so far as it is relevant to other provisions

of 2012 c.21 which are in force as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 4 and 7 otherwise)

Extent

Pt IA c. 2 s. 2C(1)-(3): United Kingdom 

Law In Force

[ 2D Power to provide for additional objectives

(1) Subsection (2) applies to an order under section 22A which—

(a) is made at any time after the coming into force of the first order under that section, and

(b) contains a statement by the Treasury that, in their opinion, the effect (or one of the

effects) of the proposed order is that an activity would become a PRA-regulated activity.

(2) An order to which this subsection applies may specify an additional objective (“the specified

objective”) in relation to specified activities that become PRA-regulated activities by virtue of the

order (“the additional activities”).

(3) In discharging its general functions so far as relating to the additional activities or PRA-authorised

persons carrying on those activities, the PRA must, so far as is reasonably possible, act in a way—

(a) which is compatible with its general objective and the specified objective, and

(b) which the PRA considers most appropriate for the purpose of advancing those objectives.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 2 s. 2D(1)-(3)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 38
Law In Force

[ 2E Strategy

(1) The PRA must—

(a) determine its strategy in relation to its objectives, and

(b) from time to time review, and if necessary revise, the strategy.

(2) Before determining or revising its strategy, the PRA must consult the court of directors of the

Bank of England about a draft of the strategy or of the revisions.

(3) The PRA must determine its strategy within 12 months of the coming into force of this section.

(4) The PRA must carry out and complete a review of its strategy before the end of each relevant

period.

(5) The relevant period is 12 months beginning with the date on which the previous review was

completed, except that in the case of the first review the relevant period is the period of 12 months

beginning with the date on which the strategy was determined under subsection (3).

(6) The PRA must publish its strategy.

(7) If the strategy is revised the PRA must publish the revised strategy.

(8) Publication under subsection (6) or (7) is to be in such manner as the PRA thinks fit.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 2 s. 2E(1)-(8): United Kingdom 

Law In Force

[ 2F Interpretation of references to objectives

In this Act, a reference, in relation to any function of the PRA, to the objectives of the PRA is a

reference to its general objective but—

(a) so far as the function is exercisable in relation to the activity of effecting or carrying

out contracts of insurance, or PRAauthorised persons carrying on that activity, is a reference

to its general objective and its insurance objective;

(b) so far as the function is exercisable in relation to an activity to which an objective

specified by order by virtue of section 2D(2) relates, or PRA-authorised persons carrying

on that activity, is a reference to its general objective and the objective specified by the

order.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 39
Extent

Pt IA c. 2 s. 2F(a)-(b): United Kingdom 

Law In Force

[ 2G Limit on effect of sections 2B to 2D

Nothing in sections 2B to 2D is to be regarded as requiring the PRA to ensure that no PRA-authorised

person fails. ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 2 s. 2G: United Kingdom 

Law In Force

[ 2H Duty to have regard to regulatory principles

(1) In discharging its general functions, the PRA must also have regard to—

(a) the regulatory principles in section 3B, and

(b) the need to minimise any adverse effect on competition in the relevant markets that

may result from the manner in which the PRA discharges those functions.

(2) In subsection (1)(b) “the relevant markets” means the markets for services provided by

PRA-authorised persons in carrying on regulated activities.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 2 s. 2H(1)-(2): United Kingdom 

Law In Force

[ 2I Guidance about objectives

(1) The PRA must give, and from time to time review, guidance about how it intends to advance

its objectives in discharging its general functions in relation to different categories of PRA-authorised

person or PRAregulated activity.

(2) Before giving or altering any guidance complying with subsection (1), the PRA must consult

the FCA.

Financial Services and Markets Act 2000 Page 40
(3) The PRA must publish the guidance as for the time being in force.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 2 s. 2I(1)-(3): United Kingdom 

Law In Force

[ 2J Interpretation of Chapter 2

(1) For the purposes of this Chapter, the PRA's general functions are—

(a) its function of making rules under this Act (considered as a whole),

(b) its function of preparing and issuing codes under this Act (considered as a whole), and

(c) its function of determining the general policy and principles by reference to which it

performs particular functions under this Act.

(2) Except to the extent that an order under section 50 of the Financial Services Act 2012 (orders

relating to mutual societies functions) so provides, the PRA's general functions do not include

functions that are transferred functions within the meaning of section 52 of that Act.

(3) For the purposes of this Chapter, the cases in which a PRA-authorised person (“P”) is to be

regarded as failing include those where—

(a) P enters insolvency,

(b) any of the stabilisation options in Part 1 of the Banking Act 2009 is achieved in relation

to P, or

(c) P falls to be taken for the purposes of the compensation scheme to be unable, or likely

to be unable, to satisfy claims against P.

(4) In subsection (3)(a) “insolvency”includes—

(a) bankruptcy,

(b) liquidation,

(c) bank insolvency,

(d) administration,

(e) bank administration,

(f) receivership,

(g) a composition between P and P's creditors, and

(h) a scheme of arrangement of P's affairs.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 41
Extent

Pt IA c. 2 s. 2J(1)-(4)(h): United Kingdom 

[ Supervision ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 2K Arrangements for supervision of PRA-authorised persons

The PRA must maintain arrangements for supervising PRA-authorised persons. ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 2 s. 2K: United Kingdom 

[ Arrangements for consulting practitioners]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 for the purposes of making appointments

as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7

otherwise)

Law In Force

[ 2L The PRA's general duty to consult

The PRA must make and maintain effective arrangements for consulting PRA-authorised persons

or, where appropriate, persons appearing to the PRA to represent the interests of such persons on

the extent to which its general policies and practices are consistent with its general duties under

sections 2B to 2H. ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 for the purposes of making appointments

as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

Financial Services and Markets Act 2000 Page 42
paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7

otherwise)

Extent

Pt IA c. 2 s. 2L: United Kingdom 

Law In Force

[ 2M The PRA Practitioner Panel

(1) Arrangements under section 2L must include the establishment and maintenance of a panel of

persons (to be known as “the PRA Practitioner Panel”) to represent the interests of practitioners.

(2) The PRA must appoint one of the members of the PRA Practitioner Panel to be its chair.

(3) The Treasury's approval is required for the appointment or dismissal of the chair.

(4) The PRA must appoint to the PRA Practitioner Panel such persons representing PRA-authorised

persons as it considers appropriate.

(5) The PRA may appoint to the PRA Practitioner Panel such other persons as it considers

appropriate.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (February 19, 2013: substitution has effect on February 19, 2013 for the purposes of making appointments

as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7

otherwise)

Extent

Pt IA c. 2 s. 2M(1)-(5): United Kingdom 

Law In Force

[ 2N Duty to consider representations

(1) The PRA must consider representations that are made to it in accordance with arrangements

made under section 2L.

(2) The PRA must from time to time publish in such manner as it thinks fit responses to the

representations.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 43
Extent

Pt IA c. 2 s. 2N(1)-(2): United Kingdom 

[ Reviews]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 2O Reviews

(1) The Treasury may appoint an independent person to conduct a review of the economy, efficiency

and effectiveness with which the PRA has used its resources in discharging its functions.

(2) A review may be limited by the Treasury to such functions of the PRA (however described) as

the Treasury may specify in appointing the person to conduct it.

(3) A review is not to be concerned with the merits of the PRA's general policy or principles in

pursuing the PRA's objectives.

(4) On completion of a review, the person conducting it must make a written report to the Treasury—

(a) setting out the result of the review, and

(b) making such recommendations (if any) as the person considers appropriate.

(5) A copy of the report must be—

(a) laid before Parliament, and

(b) published in such manner as the Treasury consider appropriate.

(6) Any expenses reasonably incurred in the conduct of the review are to be met by the Treasury

out of money provided by Parliament.

(7) “Independent” means appearing to the Treasury to be independent of the PRA.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 2 s. 2O(1)-(7): United Kingdom 

Law In Force

[ 2P Right to obtain documents and information

(1) A person conducting a review under section 2O—

Financial Services and Markets Act 2000 Page 44
(a) has a right of access at any reasonable time to all such documents as the person may

reasonably require for the purposes of the review, and

(b) may require any person holding or accountable for any such document to provide such

information and explanation as are reasonably necessary for that purpose.

(2) Subsection (1) applies only to documents in the custody of or under the control of the PRA.

(3) An obligation imposed on a person as a result of the exercise of the powers conferred by

subsection (1) is enforceable by injunction or, in Scotland, by an order for specific performance

under section 45 of the Court of Session Act 1988.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 2 s. 2P(1)-(3): United Kingdom 

[ CHAPTER 3

FURTHER PROVISIONS RELATING TO FCA AND PRA ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect as SI 2013/113 subject to transitional provisions as specified in

2012 c.21 Sch.20 paras 4 and 7)

[ Introductory ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect as SI 2013/113 subject to transitional provisions as specified in

2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 3A Meaning of “regulator”

(1) This section has effect for the interpretation of this Act.

(2) The FCA and the PRA are the “regulators”, and references to a regulator are to be read

accordingly.

(3) Subsection (2) does not affect—

(a) the meaning of the following expressions—

“home state regulator”;

“host state regulator”;

Financial Services and Markets Act 2000 Page 45
“overseas regulator”; or

(b) the meaning of “the appropriate regulator” in Part 18 (recognised investment exchanges

and clearing houses).

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect as SI 2013/113 subject to transitional provisions as specified in

2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3A(1)-(3)(b): United Kingdom 

[ Regulatory principles]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect as SI 2013/113 subject to transitional provisions as specified in

2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 3B Regulatory principles to be applied by both regulators

(1) In relation to the regulators, the regulatory principles referred to in section 1B(5)(a) and 2H(1)(a)

are as follows—

(a) the need to use the resources of each regulator in the most efficient and economic way;

(b) the principle that a burden or restriction which is imposed on a person, or on the carrying

on of an activity, should be proportionate to the benefits, considered in general terms, which

are expected to result from the imposition of that burden or restriction;

(c) the desirability of sustainable growth in the economy of the United Kingdom in the

medium or long term;

(d) the general principle that consumers should take responsibility for their decisions;

(e) the responsibilities of the senior management of persons subject to requirements imposed

by or under this Act, including those affecting consumers, in relation to compliance with

those requirements;

(f) the desirability where appropriate of each regulator exercising its functions in a way

that recognises differences in the nature of, and objectives of, businesses carried on by

different persons subject to requirements imposed by or under this Act;

(g) the desirability in appropriate cases of each regulator publishing information relating

to persons on whom requirements are imposed by or under this Act, or requiring such

persons to publish information, as a means of contributing to the advancement by each

regulator of its objectives;

(h) the principle that the regulators should exercise their functions as transparently as

possible.

(2) “Consumer”has the meaning given in section 1G.

Financial Services and Markets Act 2000 Page 46
(3) “Objectives”, in relation to the FCA, means operational objectives.

(4) The Treasury may by order amend subsection (2).

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect as SI 2013/113 subject to transitional provisions as specified in

2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3B(1)-(4): United Kingdom 

[Corporate governance ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect as SI 2013/113 subject to transitional provisions as specified in

2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 3C Duty to follow principles of good governance

In managing its affairs, each regulator must have regard to such generally accepted principles of

good corporate governance as it is reasonable to regard as applicable to it. ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect as SI 2013/113 subject to transitional provisions as specified in

2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3C: United Kingdom 

[ Relationship between FCA and PRA ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect as SI 2013/113 subject to transitional provisions as specified in

2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 47
Law In Force

[ 3D Duty of FCA and PRA to ensure co-ordinated exercise of functions

(1) The regulators must co-ordinate the exercise of their respective functions conferred by or under

this Act with a view to ensuring—

(a) that each regulator consults the other regulator (where not otherwise required to do so)

in connection with any proposed exercise of a function in a way that may have a material

adverse effect on the advancement by the other regulator of any of its objectives;

(b) that where appropriate each regulator obtains information and advice from the other

regulator in connection with the exercise of its functions in relation to matters of common

regulatory interest in cases where the other regulator may be expected to have relevant

information or relevant expertise;

(c) that where either regulator exercises functions in relation to matters of common

regulatory interest, both regulators comply with their respective duties under section 1B(5)(a)

or 2H(1)(a), so far as relating to the regulatory principles in section 3B(1)(a) and (b).

(2) The duty in subsection (1) applies only to the extent that compliance with the duty—

(a) is compatible with the advancement by each regulator of any of its objectives, and

(b) does not impose a burden on the regulators that is disproportionate to the benefits of

compliance.

(3) A function conferred on either regulator by or under this Act relates to matters of common

regulatory interest if—

(a) the other regulator exercises similar or related functions in relation to the same persons,

(b) the other regulator exercises functions which relate to different persons but relate to

similar subject-matter, or

(c) its exercise could affect the advancement by the other regulator of any of its objectives.

(4) “Objectives”, in relation to the FCA, means operational objectives.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect as SI 2013/113 subject to transitional provisions as specified in

2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3D(1)-(4): United Kingdom 

Law In Force

[ 3E Memorandum of understanding

(1) The regulators must prepare and maintain a memorandum which describes in general terms—

(a) the role of each regulator in relation to the exercise of functions conferred by or under

this Act which relate to matters of common regulatory interest, and

(b) how the regulators intend to comply with section 3D in relation to the exercise of such

functions.

Financial Services and Markets Act 2000 Page 48
(2) The memorandum may in particular contain provisions about how the regulators intend to

comply with section 3D in relation to—

(a) applications for Part 4A permission;

(b) the variation of permission;

(c) the imposition of requirements;

(d) the obtaining and disclosure of information;

(e) cases where a PRA-authorised person is a member of a group whose other members

include one or more other authorised persons (whether or not PRA-authorised persons);

(f) functions under Schedule 3 (EEA passport rights) and Schedule 4 (Treaty rights);

(g) the making of rules;

(h) directions under section 138A (modification or waiver of rules);

(i) powers to appoint competent persons under Part 11 (information gathering and

investigations) to conduct investigations on their behalf;

(j) functions under Part 12 (control over authorised persons);

(k) functions under Part 13 (incoming firms: intervention by regulator);

(l) functions under Part 19 (Lloyd's);

(m) functions under section 347 (record of authorised persons etc.);

(n) functions under Part 24 (insolvency);

(o) fees payable to either regulator.

(3) The memorandum must contain provision about the co-ordination by the regulators of—

(a) the exercise of their functions relating to membership of, and their relations with, the

European Supervisory Authorities (namely, the European Banking Authority, the European

Insurance and Occupational Pensions Authority and the European Securities and Markets

Authority),

(b) their relations with regulatory bodies outside the United Kingdom, and

(c) the exercise of their functions in relation to the compensation scheme.

(4) The regulators must review the memorandum at least once in each calendar year.

(5) The regulators must give the Treasury a copy of the memorandum and any revised memorandum.

(6) The Treasury must lay before Parliament a copy of any document received by them under this

section.

(7) The regulators must ensure that the memorandum as currently in force is published in the way

appearing to them to be best calculated to bring it to the attention of the public.

(8) The memorandum need not relate to any aspect of compliance with section 3D if the regulators

consider—

(a) that publication of information about that aspect would be against the public interest,

or

(b) that that aspect is a technical or operational matter not affecting the public.

(9) The reference in subsection (1)(a) to matters of common regulatory interest is to be read in

accordance with section 3D(3).

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of memoranda

as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20

Financial Services and Markets Act 2000 Page 49
paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7

otherwise)

Extent

Pt IA c. 3 s. 3E(1)-(9): United Kingdom 

Law In Force

[ 3F With-profits insurance policies

(1) The regulators must prepare and maintain a memorandum which describes in general terms—

(a) the role of each regulator in relation to the exercise of functions conferred by or under

this Act so far as they relate to withprofits insurers, and

(b) how the regulators intend to comply with section 3D in relation to the exercise of those

functions so far as they relate to the effecting or carrying out of with-profits policies by

with-profits insurers.

(2) The memorandum required by this section may be combined with the memorandum required

by section 3E.

(3) If the memorandum required by this section is contained in a separate document, the PRA and

the FCA must publish the memorandum as currently in force in such manner as they think fit.

(4) Subsections (1) to (3) apply only if the effecting or carrying out of withprofits policies is a

PRA-regulated activity.

(5) For the purposes of this section—

(a) a “with-profits policy”is a contract of insurance under which the policyholder is eligible

to receive a financial benefit at the discretion of the insurer;

(b) a “with-profits insurer”is a PRA-authorised person who has a Part 4A permission, or

permission resulting from any other provision of this Act, relating to the effecting or carrying

out of with-profits policies (whether or not the permission also relates to contracts of

insurance of other kinds).

(6) The Treasury may by order amend the definition of “with-profits policy” applying for the

purposes of this section.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of memoranda

as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20

paras 4 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 4 and 7

otherwise)

Extent

Pt IA c. 3 s. 3F(1)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 50
Law In Force

[ 3G Power to establish boundary between FCA and PRA responsibilities

(1) The Treasury may by order specify matters that, in relation to the exercise by either regulator

of its functions relating to PRA-authorised persons, are to be, or are to be primarily, the responsibility

of one regulator rather than the other.

(2) The order may—

(a) provide that one regulator is or is not to have regard to specified matters when exercising

specified functions;

(b) require one regulator to consult the other.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3G(1)-(2)(b): United Kingdom 

Law In Force

[ 3H Parliamentary control of orders under section 3G

(1) No order may be made under section 3G unless—

(a) a draft of the order has been laid before Parliament and approved by a resolution of

each House, or

(b) subsection (3) applies.

(2) Subsection (3) applies if an order under section 3G contains a statement that the Treasury are

of the opinion that, by reason of urgency, it is necessary to make the order without a draft being so

laid and approved.

(3) Where this subsection applies the order—

(a) must be laid before Parliament after being made, and

(b) ceases to have effect at the end of the relevant period unless before the end of that period

the order is approved by a resolution of each House of Parliament (but without that affecting

anything done under the order or the power to make a new order).

(4) The “relevant period”is a period of 28 days beginning with the day on which the order is made.

(5) In calculating the relevant period no account is to be taken of any time during which Parliament

is dissolved or prorogued or during which both Houses are adjourned for more than 4 days.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 51
Extent

Pt IA c. 3 s. 3H(1)-(5): United Kingdom 

[ Power of PRA to restrain proposed action by FCA ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 3I Power of PRA to require FCA to refrain from specified action

(1) Where the first, second and third conditions are met, the PRA may give a direction under this

section to the FCA.

(2) The first condition is that the FCA is proposing—

(a) to exercise any of its regulatory powers in relation to PRAauthorised persons generally,

a class of PRA-authorised persons or a particular PRA-authorised person, or

(b) to exercise any of its insolvency powers in relation to—

(i) a PRA-authorised person,

(ii) an appointed representative whose principal, or one of whose principals, is a

PRA-authorised person, or

(iii) a person who is carrying on a PRA-regulated activity in contravention of the

general prohibition.

(3) In subsection (2)—

(a) “regulatory powers”, in relation to the FCA, means its powers in relation to the regulation

of authorised persons, other than its powers in relation to consent for the purposes of section

55F or 55I or its powers under Part 24;

(b) “insolvency powers”, in relation to the FCA, means its powers under Part 24.

(4) The second condition is that the PRA is of the opinion that the exercise of the power in the

manner proposed may—

(a) threaten the stability of the UK financial system, or

(b) result in the failure of a PRA-authorised person in a way that would adversely affect

the UK financial system.

(5) The third condition is that the PRA is of the opinion that the giving of the direction is necessary

in order to avoid the possible consequence falling within subsection (4).

(6) A direction under this section is a direction requiring the FCA not to exercise the power or not

to exercise it in a specified manner.

(7) The direction may be expressed to have effect during a specified period or until revoked.

(8) The FCA is not required to comply with a direction under this section if or to the extent that in

the opinion of the FCA compliance would be incompatible with any EU obligation or any other

international obligation of the United Kingdom.

Financial Services and Markets Act 2000 Page 52
(9) The reference in subsection (4)(b) person is to be read in accordance with section 2J(3) and (4).

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3I(1)-(9): United Kingdom 

Law In Force

[ 3J Power of PRA in relation to with-profits policies

(1) Where the first, second and third conditions are met, the PRA may give a direction under this

section to the FCA.

(2) The first condition is that the FCA is proposing to exercise any of its regulatory powers in

relation to with-profits insurers, a class of withprofits insurers or a particular with-profits insurer.

(3) In subsection (2) “regulatory powers”, in relation to the FCA, means its powers in relation to

the regulation of authorised persons, including its powers under Part 24 (insolvency) but not its

powers in relation to consent for the purposes of section 55F or 55I.

(4) The second condition is that the proposed exercise of the power relates to the provision of

financial benefits under with-profits policies at the discretion of the insurer, or affects or may affect

the amount, timing or distribution of financial benefits that are so provided or the entitlement to

future benefits that are so provided.

(5) The third condition is that the PRA is of the opinion that the giving of the direction is desirable

in order to advance the PRA's general objective or its insurance objective.

(6) A direction under this section is a direction requiring the FCA not to exercise the power or not

to exercise it in a specified manner.

(7) The direction may be expressed to have effect during a specified period or until revoked.

(8) The FCA is not required to comply with a direction under this section if or to the extent that in

the opinion of the FCA compliance would be incompatible with any EU obligation or any other

international obligation of the United Kingdom.

(9) Subsections (1) to (8) apply only if the effecting or carrying out of withprofits policies is a

PRA-regulated activity.

(10) In this section “with-profits insurer” and “with-profits policy”have the same meaning as they

have for the purposes of section 3F.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 53
Extent

Pt IA c. 3 s. 3J(1)-(10): United Kingdom 

Law In Force

[ 3K Revocation of directions under section 3I or 3J

(1) The PRA may at any time by notice to the FCA revoke a direction under section 3I or 3J.

(2) The revocation of a direction under section 3I or 3J does not affect the validity of anything

previously done in accordance with it.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3K(1)-(2): United Kingdom 

Law In Force

[ 3L Further provisions about directions under section 3I or 3J

(1) Before giving a direction under section 3I or 3J, the PRA must consult the FCA.

(2) A direction under section 3I or 3J must be given or confirmed in writing, and must be

accompanied by a statement of the reasons for giving it.

(3) A notice revoking a direction under section 3I or 3J must be given or confirmed in writing.

(4) The PRA must—

(a) publish the direction and statement, or the notice, in such manner as it thinks fit, and

(b) where the direction or notice relates to a particular authorised person or a particular

with-profits insurer, give a copy of the direction and statement, or the notice, to that person.

(5) The PRA must give the Treasury a copy of—

(a) a direction under section 3I;

(b) a statement relating to such a direction;

(c) a notice revoking such a direction.

(6) The Treasury must lay before Parliament any document received by them under subsection (5).

(7) Subsection (4) does not apply where the PRA, after consulting the Treasury, decides that

compliance with that subsection would be against the public interest, and at any time when this

subsection excludes the application of subsection (4) in relation to a direction under section 3I,

subsection (6) also does not apply.

(8) Where the PRA decides that compliance with subsection (4) would be against the public interest,

it must from time to time review that decision and if it subsequently decides that compliance is no

longer against the public interest it must—

Financial Services and Markets Act 2000 Page 54
(a) comply with that subsection, and

(b) in the case of a direction under section 3I, notify the Treasury for the purposes of

subsection (6).

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3L(1)-(8)(b): United Kingdom 

[ Directions relating to consolidated supervision ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 3M Directions relating to consolidated supervision of groups

(1) This section applies where one of the regulators (“the supervising regulator”), but not the other,

is the competent authority for the purpose of consolidated supervision that is required in relation

to some or all of the members of a group (“the relevant group”) in pursuance of any of the relevant

directives.

(2) “Consolidated supervision”includes supplementary supervision.

(3) The “relevant directives”are—

(a) the banking consolidation directive;

(b) Directive 2002/87/EC of the European Parliament and of the Council on the

supplementary supervision of credit institutions, insurance undertakings and investment

firms in a financial conglomerate;

(c) Directive 2006/49/EC on the capital adequacy of investment firms and credit institutions;

(d) Directive 2009/138/EC of the European Parliament and the Council of 25 November

2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency

II).

(4) The supervising regulator may, if it considers it necessary to do so for the effective consolidated

supervision of the relevant group, give the other regulator a direction under this section.

(5) A direction under this section is a direction requiring the other regulator to exercise, or not to

exercise, a relevant function in a specified manner in relation to authorised persons who are members

of the relevant group.

Financial Services and Markets Act 2000 Page 55
(6) The direction may relate to members of the relevant group other than the members in respect

of which consolidated supervision is required.

(7) A “relevant function”, in relation to either regulator, is a function conferred by or under this

Act which relates to the regulation of authorised persons, but does not include—

(a) the regulator's function of making rules under this Act;

(b) its function of preparing and issuing codes under this Act;

(c) its function of determining the general policy and principles by reference to which it

performs particular functions;

(d) the FCA's functions in relation to the giving of general guidance;

(e) the PRA's functions in relation to the giving of guidance under section 2I;

(f) the FCA's functions in relation to consent for the purposes of section 55F or 55I.

(8) The direction may not require the regulator to which it is given (“the directed regulator”) to do

anything that it has no power to do, but the direction is relevant to the exercise of any discretion

conferred on the directed regulator.

(9) The directed regulator must comply with the direction as soon as practicable, but this is subject

to subsections (10) and (11).

(10) The directed regulator is not required to comply with a direction under this section if or to the

extent that in its opinion compliance would be incompatible with any EU obligation or any other

international obligation of the United Kingdom.

(11) Directions given by the FCA under this section are subject to any directions given to the FCA

under section 3I or 3J.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3M(1)-(11): United Kingdom 

Law In Force

[ 3N Revocation of directions under section 3M

(1) The supervising regulator may at any time by notice to the other regulator revoke a direction

under section 3M.

(2) The revocation of the direction does not affect the validity of anything previously done in

accordance with it.

(3) Expressions defined for the purposes of section 3M have the same meaning in this section.

]

1

Financial Services and Markets Act 2000 Page 56
Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3N(1)-(3): United Kingdom 

Law In Force

[ 3O Further provisions about directions under section 3M

(1) Before giving a direction under section 3M, the supervising regulator must consult the other

regulator.

(2) A direction under section 3M must be given or confirmed in writing, and must be accompanied

by a statement of the reasons for giving it.

(3) A notice revoking a direction under section 3M must be given or confirmed in writing.

(4) The regulator to which a direction under section 3M is given must give a copy of the direction

and statement to each of the authorised persons to whom the direction relates.

(5) The supervising regulator must publish the direction and statement, or the notice, in such manner

as it thinks fit.

(6) But subsection (4) or (5) does not apply in a case where the regulator on which the duty is

imposed considers that compliance with that subsection would be against the public interest.

(7) In a case where a regulator decides that compliance with subsection (4) or (5) would be against

the public interest, the regulator must from time to time review that decision and if it subsequently

decides that compliance is no longer against the public interest it must comply with the subsection.

(8) Expressions defined for the purposes of section 3M have the same meaning in this section.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3O(1)-(8): United Kingdom 

Law In Force

[ 3P Consultation by regulator complying with direction

(1) If the directed regulator is required by this Act to consult any person other than the supervising

regulator before exercising the relevant function to which the direction relates, the directed regulator

Financial Services and Markets Act 2000 Page 57
must give the supervising regulator copies of any written representations received from the persons

consulted.

(2) Expressions defined for the purposes of section 3M have the same meaning in this section.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3P(1)-(2): United Kingdom 

[Co-operation with Bank of England ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 3Q Co-operation by FCA and PRA with Bank of England

(1) Each regulator must take such steps as it considers appropriate to cooperate with the Bank of

England in connection with—

(a) the pursuit by the Bank of its Financial Stability Objective, and

(b) the Bank's compliance with its duties under sections 58 and 59 of the Financial Services

Act 2012 (duty to notify Treasury of possible need for public funds and of subsequent

changes).

(2) Co-operation under subsection (1) may include the sharing of information that the regulator is

not prevented from disclosing.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3Q(1)-(2): United Kingdom 

Financial Services and Markets Act 2000 Page 58
[ Arrangements for provision of services]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 3R Arrangements for provision of services

(1) The regulators may enter into arrangements with each other for the provision of services by

one of them to the other.

(2) Either regulator may enter into arrangements with the Bank of England for the provision of

services—

(a) by the Bank to the regulator, or

(b) by the regulator to the Bank.

(3) Either regulator may enter into arrangements with any of the bodies specified in subsection (4)

for the provision of services by the regulator to that body.

(4) Those bodies are—

(a) the consumer financial education body (see section 3S(2)),

(b) the scheme manager (see section 212(1)), and

(c) the scheme operator (see section 225(2)).

(5) The FCA may enter into arrangements with—

(a) a local weights and measures authority in England, Wales or Scotland, or

(b) the Department of Enterprise, Trade and Investment in Northern Ireland,

for the provision by the authority or department to the FCA of services which relate to activities

to which this subsection applies.

(6) Subsection (5) applies to activities that are regulated activities by virtue of—

(a) an order made under section 22(1) in relation to an investment of a kind falling within

paragraph 23 or 23B of Schedule 2, or

(b) an order made under section 22(1A)(a).

(7) Arrangements under this section are to be on such terms as may be agreed by the parties.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 4 and 7)

Extent

Pt IA c. 3 s. 3R(1)-(7): United Kingdom 

Financial Services and Markets Act 2000 Page 59
[ Enhancing public understanding of financial matters etc. ]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Law In Force

[ 3S The consumer financial education body

(1) The consumer financial education body continues to have the consumer financial education

function.

(2) The “consumer financial education body” means the body corporate originally established by

the Financial Services Authority under section 6A of this Act (as it had effect before the passing

of the Financial Services Act 2012).

(3) The consumer financial education function is to enhance—

(a) the understanding and knowledge of members of the public of financial matters (including

the UK financial system), and

(b) the ability of members of the public to manage their own financial affairs.

(4) The consumer financial education function includes, in particular-

(a) promoting awareness of the benefits of financial planning;

(b) promoting awareness of the financial advantages and disadvantages in relation to

particular decisions relating to different kinds of goods or services;

(c) promoting awareness of the benefits and risks associated with different kinds of financial

dealing (which includes informing the FCA and other bodies of those benefits and risks);

(d) the publication of educational materials or the carrying out of other educational activities;

(e) the provision of information and advice to members of the public;

(f) assisting members of the public with the management of debt;

(g) working with other organisations which provide debt services, with a view to

improving—

(i) the availability to the public of those services;

(ii) the quality of the services provided;

(iii) consistency in the services available, in the way in which they are provided

and in the advice given.

(5) In subsection (4) “debt services” means debt advice or assistance with the management of debt.

(6) Schedule 1A makes further provision about the consumer financial education body.

]

1

Notes

1 Existing ss 1-18 substituted for a new Part 1A consisting of ss 1A-3S by Financial Services Act 2012 c. 21 Pt 2

s.6(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 paras 4 and 7)

Financial Services and Markets Act 2000 Page 60
Extent

Pt IA c. 3 s. 3S(1)-(6): United Kingdom 

PART II

REGULATED AND PROHIBITED ACTIVITIES

The general prohibition

Law In Force

19.— The general prohibition.

(1) No person may carry on a regulated activity in the United Kingdom, or purport to do so, unless

he is–

(a) an authorised person; or

(b) an exempt person.

(2) The prohibition is referred to in this Act as the general prohibition.

Commencement

Pt II s. 19(1)-(2): December 1, 2001 subject to transitional provisions as specified in SI 2001/2188 reg.15 (SI 2001/2188

Pt V reg. 15; SI 2001/3538 art. 2(1))

Extent

Pt II s. 19(1)-(2): United Kingdom 

Requirement for permission

Law In Force

20.— Authorised persons acting without permission.

(1) If an authorised person [ other than a PRA-authorised person ]

1

 carries on a regulated activity

in the United Kingdom, or purports to do so, otherwise than in accordance with permission–

[ (a) given to that person under Part 4A, or ]

2

(b) resulting from any other provision of this Act,

he is to be taken to have contravened a requirement imposed on him by the [ FCA ]

3

 under this

Act.

[(1A) If a PRA-authorised person carries on a regulated activity in the United Kingdom, or purports

to do so, otherwise than in accordance with permission given to the person under Part 4A or resulting

from any other provision of this Act, the person is to be taken to have contravened—

(a) a requirement imposed by the FCA, and

(b) a requirement imposed by the PRA.

]

4

Financial Services and Markets Act 2000 Page 61
[ (2) A contravention within subsection (1) or (1A)—

(a) does not, except as provided by section 23(1A), make a person guilty of an offence,

(b) does not, except as provided by section 26A, make any transaction void or unenforceable,

and

(c) does not, except as provided by subsection (3), give rise to any right of action for breach

of statutory duty.

]

5

(3) In prescribed cases [ a contravention within subsection (1) or (1A) ]

6

 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.

[ (4) Subsections (1) and (1A) are subject to section 39(1D).

(5) References in this Act to an authorised person acting in contravention of this section are

references to the person acting in a way that results in a contravention within subsection (1) or

(1A). ]

7

Notes

1 Words inserted by Financial Services Act 2012 c. 21 Sch.9(2) para.2(2)(a) (April 1, 2013)

2

Substituted by Financial Services Act 2012 c. 21 Sch.9(2) para.2(2)(b) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.9(2) para.2(2)(c) (April 1, 2013)

4 Added by Financial Services Act 2012 c. 21 Sch.9(2) para.2(3) (April 1, 2013)

5

Substituted by Financial Services Act 2012 c. 21 Sch.9(2) para.2(4) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.9(2) para.2(5) (April 1, 2013)

7 Added by Financial Services Act 2012 c. 21 Sch.9(2) para.2(6) (April 1, 2013)

Commencement

Pt II s. 20(1)-(2)(c): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt II s. 20(3): February 25, 2001 for the purpose of making orders or regulations; December 1, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt II s. 20(1)-(5): United Kingdom 

Financial promotion

Law In Force

21.— Restrictions on financial promotion.

(1) A person (“A”) must not, in the course of business, communicate an invitation or inducement

to engage in investment activity.

(2) But subsection (1) does not apply if–

(a) A is an authorised person; or

(b) the content of the communication is approved for the purposes of this section by an

authorised person.

Financial Services and Markets Act 2000 Page 62
(3) In the case of a communication originating outside the United Kingdom, subsection (1) applies

only if the communication is capable of having an effect in the United Kingdom.

(4) The Treasury may by order specify circumstances in which a person is to be regarded for the

purposes of subsection (1) as–

(a) acting in the course of business;

(b) not acting in the course of business.

(5) The Treasury may by order specify circumstances (which may include compliance with financial

promotion rules) in which subsection (1) does not apply.

(6) An order under subsection (5) may, in particular, provide that subsection (1) does not apply in

relation to communications–

(a) of a specified description;

(b) originating in a specified country or territory outside the United Kingdom;

(c) originating in a country or territory which falls within a specified description of country

or territory outside the United Kingdom; or

(d) originating outside the United Kingdom.

(7) The Treasury may by order repeal subsection (3).

(8) “Engaging in investment activity” means –

(a) entering or offering to enter into an agreement the making or performance of which by

either party constitutes a controlled activity; or

(b) exercising any rights conferred by a controlled investment to acquire, dispose of,

underwrite or convert a controlled investment.

(9) An activity is a controlled activity if–

(a) it is an activity of a specified kind or one which falls within a specified class of activity;

and

(b) it relates to an investment of a specified kind, or to one which falls within a specified

class of investment.

(10) An investment is a controlled investment if it is an investment of a specified kind or one which

falls within a specified class of investment.

(11) Schedule 2 (except paragraph 26) applies for the purposes of subsections (9) and (10) with

references to section 22 being read as references to each of those subsections.

(12) Nothing in Schedule 2, as applied by subsection (11), limits the powers conferred by subsection

(9) or (10).

(13) “Communicate”includes causing a communication to be made.

(14) “Investment”includes any asset, right or interest.

(15) “Specified” means specified in an order made by the Treasury.

Financial Services and Markets Act 2000 Page 63
Commencement

Pt II s. 21(1)-(15): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt II s. 21(1)-(15): United Kingdom 

Regulated activities

Law In Force

22.— [ Regulated activities]

1

(1) An activity is a regulated activity for the purposes of this Act if it is an activity of a specified

kind which is carried on by way of business and–

(a) relates to an investment of a specified kind; or

(b) in the case of an activity of a kind which is also specified for the purposes of this

paragraph, is carried on in relation to property of any kind.

[ (1A) An activity is also a regulated activity for the purposes of this Act if it is an activity of a

specified kind which is carried on by way of business and relates to—

(a) information about a person's financial standing, or

(b) the setting of a specified benchmark.

]

2

(2) Schedule 2 makes provision supplementing this section.

(3) Nothing in Schedule 2 limits the powers conferred by subsection (1) [ or (1A) ]

3

 .

(4) “Investment”includes any asset, right or interest.

(5) “Specified” means specified in an order made by the Treasury.

[ (6) “Benchmark” means an index, rate or price that—

(a) is determined from time to time by reference to the state of the market,

(b) is made available to the public (whether free of charge or on payment), and

(c) is used for reference for purposes that include one or more of the following—

(i) determining the interest payable, or other sums due, under loan agreements or

under other contracts relating to investments;

(ii) determining the price at which investments may be bought or sold or the value

of investments;

(iii) measuring the performance of investments.

]

4

Notes

1 Heading substituted by Financial Services Act 2012 c. 21 Pt 2 s.7(1)(d) (January 24, 2013)

2 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(1)(a) (January 24, 2013)

3 Words inserted by Financial Services Act 2012 c. 21 Pt 2 s.7(1)(b) (January 24, 2013)

4 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(1)(c) (January 24, 2013)

Financial Services and Markets Act 2000 Page 64
Commencement

Pt II s. 22(1)-(5): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt II s. 22(1)-(6)(c)(iii): United Kingdom 

Law In Force

[ 22A Designation of activities requiring prudential regulation by PRA

(1) The Treasury may by order specify the regulated activities that are “PRA-regulated activities”

for the purposes of this Act.

(2) An order under subsection (1) may—

(a) provide for exceptions;

(b) confer powers on the Treasury or either regulator;

(c) authorise the making of rules or other instruments by either regulator for purposes of,

or connected with, any relevant provision;

(d) make provision in respect of any information or document which in the opinion of the

Treasury or either regulator is relevant for purposes of, or connected with, any relevant

provision;

(e) make such consequential, transitional, or supplemental provision as the Treasury consider

appropriate for purposes of, or connected with, any relevant provision.

(3) Provision made as a result of subsection (2)(e) may amend any primary or subordinate legislation,

including any provision of, or made under, this Act.

(4) “Relevant provision” means this section or any provision made under this section.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.9 (January 24, 2013: insertion has effect subject to transitional

provisions specified in 2012 c.21 Sch.20 paras 7 and 8)

Extent

Pt II s. 22A(1)-(4): United Kingdom 

Law In Force

[ 22B Parliamentary control in relation to certain orders under section 22A

(1) This section applies to the first order made under section 22A(1).

(2) This section also applies to any subsequent order made under section 22A(1) which—

(a) contains a statement by the Treasury that, in their opinion, the effect (or one of the

effects) of the proposed order would be—

(i) that an activity would become a PRA-regulated activity, or

(ii) that a PRA-regulated activity would become a regulated activity that is not a

PRA-regulated activity, or

(b) amends primary legislation.

Financial Services and Markets Act 2000 Page 65
(3) No order to which this section applies may be made unless—

(a) a draft of the order has been laid before Parliament and approved by a resolution of

each House, or

(b) subsection (5) applies.

(4) Subsection (5) applies if an order to which this section applies contains a statement that the

Treasury are of the opinion that, by reason of urgency, it is necessary to make the order without a

draft being so laid and approved.

(5) Where this subsection applies the order—

(a) must be laid before Parliament after being made, and

(b) ceases to have effect at the end of the relevant period unless before the end of that period

the order is approved by a resolution of each House of Parliament (but without that affecting

anything done under the order or the power to make a new order).

(6) The “relevant period”is a period of 28 days beginning with the day on which the order is made.

(7) In calculating the relevant period no account is to be taken of any time during which Parliament

is dissolved or prorogued or during which both Houses are adjourned for more than 4 days.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.9 (January 24, 2013: insertion has effect subject to transitional

provisions specified in 2012 c.21 Sch.20 paras 7 and 8)

Extent

Pt II s. 22B(1)-(7): United Kingdom 

Offences

Law In Force

23.— Contravention of the general prohibition [ or section 20(1) or (1A) ]

1

 .

(1) A person who contravenes the general prohibition is guilty of an offence and liable–

(a) on summary conviction, to imprisonment for a term not exceeding six months or a fine

not exceeding the statutory maximum, or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a

fine, or both.

[ (1A) An authorised person (“A”) is guilty of an offence if A carries on a credit-related regulated

activity in the United Kingdom, or purports to do so, otherwise than in accordance with permission—

(a) given to that person under Part 4A, or

(b) resulting from any other provision of this Act.

(1B) In this Act “credit-related regulated activity” means a regulated activity of a kind designated

by the Treasury by order.

(1C) The Treasury may designate a regulated activity under subsection (1B) only if the activity

involves a person—

Financial Services and Markets Act 2000 Page 66
(a) entering into or administering an agreement under which the person provides another

person with credit,

(b) exercising or being able to exercise the rights of the lender under an agreement under

which another person provides a third party with credit, or

(c) taking steps to procure payment of debts due under an agreement under which another

person is provided with credit.

(1D) But a regulated activity may not be designated under subsection (1B) if the agreement in

question is one under which the obligation of the borrower is secured on land.

(1E) “Credit”includes any cash loan or other financial accommodation.

(1F) A person guilty of an offence under subsection (1A) is liable—

(a) on summary conviction, to imprisonment for a term not exceeding the applicable

maximum term or a fine not exceeding the statutory maximum, or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years, or a

fine, or both.

(1G) The “applicable maximum term”is—

(a) in England and Wales, 12 months (or 6 months, if the offence was committed before

the commencement of section 154(1) of the Criminal Justice Act 2003);

(b) in Scotland, 12 months;

(c) in Northern Ireland, 6 months.

]

2

(2) In this Act “an authorisation offence” means an offence under this section.

(3) In proceedings for an authorisation offence it is a defence for the accused to show that he took

all reasonable precautions and exercised all due diligence to avoid committing the offence.

[ (4) Subsection (1A) is subject to section 39(1D).

(5) No proceedings may be brought against a person in respect of an offence under subsection (1A)

in a case where either regulator has taken action under section 205, 206 or 206A in relation to the

alleged contravention within section 20(1) or (1A). ]

3

Notes

1 Words inserted by Financial Services Act 2012 c. 21 Sch.9(2) para.3(4) (April 1, 2013)

2 Added by Financial Services Act 2012 c. 21 Sch.9(2) para.3(2) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Sch.9(2) para.3(3) (April 1, 2013)

Commencement

Pt II s. 23(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt II s. 23(1)-(5): United Kingdom 

Law In Force

[ 23A Parliamentary control in relation to certain orders under section 23

(1) This section applies to the first order made under section 23(1B).

Financial Services and Markets Act 2000 Page 67
(2) This section also applies to any subsequent order made under section 23(1B) which contains a

statement by the Treasury that, in their opinion, the effect (or one of the effects) of the proposed

order would be that an activity would become a credit-related regulated activity.

(3) An order to which this section applies may not be made unless a draft of the order has been laid

before Parliament and approved by a resolution of each House.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.9(2) para.4 (April 1, 2013: insertion has effect on April 1, 2013

as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Extent

Pt II s. 23A(1)-(3): United Kingdom 

Law In Force

24.— False claims to be authorised or exempt.

(1) A person who is neither an authorised person nor, in relation to the regulated activity in question,

an exempt person is guilty of an offence if he–

(a) describes himself (in whatever terms) as an authorised person;

(b) describes himself (in whatever terms) as an exempt person in relation to the regulated

activity; or

(c) behaves, or otherwise holds himself out, in a manner which indicates (or which is

reasonably likely to be understood as indicating) that he is–

(i) an authorised person; or

(ii) an exempt person in relation to the regulated activity.

(2) In proceedings for an offence under this section it is a defence for the accused to show that he

took all reasonable precautions and exercised all due diligence to avoid committing the offence.

(3) A person guilty of an offence under this section is liable on summary conviction to imprisonment

for a term not exceeding six months or a fine not exceeding level 5 on the standard scale, or both.

(4) But where the conduct constituting the offence involved or included the public display of any

material, the maximum fine for the offence is level 5 on the standard scale multiplied by the number

of days for which the display continued.

Commencement

Pt II s. 24(1)-(4): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt II s. 24(1)-(4): United Kingdom 

Law In Force

25.— Contravention of section 21.

(1) A person who contravenes section 21(1) is guilty of an offence and liable–

Financial Services and Markets Act 2000 Page 68
(a) on summary conviction, to imprisonment for a term not exceeding six months or a fine

not exceeding the statutory maximum, or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a

fine, or both.

(2) In proceedings for an offence under this section it is a defence for the accused to show–

(a) that he believed on reasonable grounds that the content of the communication was

prepared, or approved for the purposes of section 21, by an authorised person; or

(b) that he took all reasonable precautions and exercised all due diligence to avoid

committing the offence.

Commencement

Pt II s. 25(1)-(2)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt II s. 25(1)-(2)(b): United Kingdom 

Enforceability of agreements

Law In Force

26.— Agreements made by unauthorised persons.

(1) An agreement made by a person in the course of carrying on a regulated activity in contravention

of the general prohibition is unenforceable against the other party.

(2) The other party is entitled to recover–

(a) any money or other property paid or transferred by him under the agreement; and

(b) compensation for any loss sustained by him as a result of having parted with it.

(3) “Agreement” means an agreement–

(a) made after this section comes into force; and

(b) the making or performance of which constitutes, or is part of, the regulated activity in

question.

(4) This section does not apply if the regulated activity is accepting deposits.

Commencement

Pt II s. 26(1)-(4): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt II s. 26(1)-(4): United Kingdom 

Financial Services and Markets Act 2000 Page 69
Law In Force

[ 26A Agreements relating to credit

(1) An agreement that is made by an authorised person in contravention of section 20 is

unenforceable against the other party if the agreement is entered into in the course of carrying on

a credit-related regulated activity involving matters falling within section 23(1C)(a).

(2) The other party is entitled to recover—

(a) any money or other property paid or transferred by that party under the agreement, and

(b) compensation for any loss sustained by that party as a result of having parted with it.

(3) In subsections (1) and (2) “agreement” means an agreement—

(a) which is made after this section comes into force, and

(b) the making or performance of which constitutes, or is part of, the credit-related regulated

activity.

(4) If the administration of an agreement involves the carrying on of a credit-related regulated

activity, the agreement may not be enforced by a person for the time being exercising the rights of

the lender under the agreement unless that person has permission, given under Part 4A or resulting

from any other provision of this Act, in relation to that activity.

(5) If the taking of steps to procure payment of debts due under an agreement involves the carrying

on of a credit-related regulated activity, the agreement may not be enforced by a person for the

time being exercising the rights of the lender under the agreement unless the agreement is enforced

in accordance with permission—

(a) given under Part 4A to the person enforcing the agreement, or

(b) resulting from any other provision of this Act.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.9(2) para.5 (April 1, 2013)

Extent

Pt II s. 26A(1)-(5)(b): United Kingdom 

Law In Force

27.— Agreements made through unauthorised persons.

[ (1) This section applies to an agreement that—

(a) is made by an authorised person (“the provider”) in the course of carrying on a regulated

activity,

(b) is not made in contravention of the general prohibition,

(c) if it relates to a credit-related regulated activity, is not made in contravention of section

20, and

(d) is made in consequence of something said or done by another person (“the third party”)

in the course of—

(i) a regulated activity carried on by the third party in contravention of the general

prohibition, or

Financial Services and Markets Act 2000 Page 70
(ii) a credit-related regulated activity carried on by the third party in contravention

of section 20.

(1A) The agreement is unenforceable against the other party. ]

1

(2) The other party is entitled to recover–

(a) any money or other property paid or transferred by him under the agreement; and

(b) compensation for any loss sustained by him as a result of having parted with it.

(3) “Agreement” means an agreement–

(a) made after this section comes into force; and

(b) the making or performance of which constitutes, or is part of, the regulated activity in

question carried on by the provider.

(4) This section does not apply if the regulated activity is accepting deposits.

Notes

1

S.27(1) and (1A) substituted for s.27(1) by Financial Services Act 2012 c. 21 Sch.9(2) para.6 (April 1, 2013)

Commencement

Pt II s. 27(1)-(4): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt II s. 27(1)-(4): United Kingdom 

Law In Force

28.— Agreements made unenforceable by section 26 or 27 [ : general cases]

1

 .

(1) This section applies to an agreement which is unenforceable because of section 26 or 27 [ , other

than an agreement entered into in the course of carrying on a credit-related regulated activity ]

2

.

(2) The amount of compensation recoverable as a result of that section is–

(a) the amount agreed by the parties; or

(b) on the application of either party, the amount determined by the court.

(3) If the court is satisfied that it is just and equitable in the circumstances of the case, it may allow–

(a) the agreement to be enforced; or

(b) money and property paid or transferred under the agreement to be retained.

(4) In considering whether to allow the agreement to be enforced or (as the case may be) the money

or property paid or transferred under the agreement to be retained the court must–

(a) if the case arises as a result of section 26, have regard to the issue mentioned in subsection

(5); or

(b) if the case arises as a result of section 27, have regard to the issue mentioned in

subsection (6).

(5) The issue is whether the person carrying on the regulated activity concerned reasonably believed

that he was not contravening the general prohibition by making the agreement.

(6) The issue is whether the provider knew that the third party was (in carrying on the regulated

activity) contravening the general prohibition.

Financial Services and Markets Act 2000 Page 71
(7) If the person against whom the agreement is unenforceable–

(a) elects not to perform the agreement, or

(b) as a result of this section, recovers money paid or other property transferred by him

under the agreement,

he must repay any money and return any other property received by him under the agreement.

(8) If property transferred under the agreement has passed to a third party, a reference in section

26 or 27 or this section to that property is to be read as a reference to its value at the time of its

transfer under the agreement.

(9) The commission of an authorisation offence does not make the agreement concerned illegal or

invalid to any greater extent than is provided by section 26 or 27.

Notes

1 Words inserted by Financial Services Act 2012 c. 21 Sch.9(2) para.7(b) (April 1, 2013)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.9(2) para.7(a) (April 1, 2013)

Commencement

Pt II s. 28(1)-(9): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt II s. 28(1)-(9): United Kingdom 

Law In Force

[ 28A Credit-related agreements made unenforceable by section 26, 26A or 27

(1) This section applies to an agreement that—

(a) is entered into in the course of carrying on a credit-related regulated activity, and

(b) is unenforceable because of section 26, 26A or 27.

(2) The amount of compensation recoverable as a result of that section is—

(a) the amount agreed by the parties, or

(b) on the application of either party, the amount specified in a written notice given by the

FCA to the applicant.

(3) If on application by the relevant firm the FCA is satisfied that it is just and equitable in the

circumstances of the case, it may by written notice to the applicant allow—

(a) the agreement to be enforced, or

(b) money paid or property transferred under the agreement to be retained.

(4) In considering whether to allow the agreement to be enforced or (as the case may be) the money

or property paid or transferred under the agreement to be retained the FCA must—

(a) if the case arises as a result of section 26 or 26A, have regard to the issue mentioned in

subsection (5), or

(b) if the case arises as a result of section 27, have regard to the issue mentioned in

subsection (6).

(5) The issue is whether the relevant firm reasonably believed that by making the agreement the

relevant firm was neither contravening the general prohibition nor contravening section 20.

Financial Services and Markets Act 2000 Page 72
(6) The issue is whether the provider knew that the third party was (in carrying on the credit-related

regulated activity) either contravening the general prohibition or contravening section 20.

(7) An application to the FCA under this section by the relevant firm may relate to specified

agreements or to agreements of a specified description or made at a specified time.

(8) “The relevant firm” means—

(a) in a case falling within section 26, the person in breach of the general prohibition;

(b) in a case falling within section 26A or 27, the authorised person concerned.

(9) If the FCA thinks fit, it may when acting under subsection (2)(b) or (3)—

(a) limit the determination in its notice to specified agreements, or agreements of a specified

description or made at a specified time;

(b) make the determination in its notice conditional on the doing of specified acts by the

applicant.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.9(2) para.8 (April 1, 2013)

Extent

Pt II s. 28A(1)-(9)(b): United Kingdom 

Law In Force

[ 28B Decisions under section 28A: procedure

(1) A notice under section 28A(2)(b) or (3) must—

(a) give the FCA's reasons for its determination, and

(b) give an indication of—

(i) the right to have the matter referred to the Tribunal that is conferred by subsection

(3), and

(ii) the procedure on such a reference.

(2) The FCA must, so far as it is reasonably practicable to do so, give a copy of the notice to any

other person who appears to it to be affected by the determination to which the notice relates.

(3) A person who is aggrieved by the determination of an application under section 28A(2)(b) or

(3) may refer the matter to the Tribunal.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.9(2) para.8 (April 1, 2013)

Extent

Pt II s. 28B(1)-(3): United Kingdom 

Financial Services and Markets Act 2000 Page 73
Law In Force

29.— Accepting deposits in breach of general prohibition.

(1) This section applies to an agreement between a person (“the depositor”) and another person

(“the deposit-taker”) made in the course of the carrying on by the deposit-taker of accepting deposits

in contravention of the general prohibition.

(2) If the depositor is not entitled under the agreement to recover without delay any money deposited

by him, he may apply to the court for an order directing the deposit-taker to return the money to

him.

(3) The court need not make such an order if it is satisfied that it would not be just and equitable

for the money deposited to be returned, having regard to the issue mentioned in subsection (4).

(4) The issue is whether the deposit-taker reasonably believed that he was not contravening the

general prohibition by making the agreement.

(5) “Agreement” means an agreement–

(a) made after this section comes into force; and

(b) the making or performance of which constitutes, or is part of, accepting deposits.

Commencement

Pt II s. 29(1)-(5)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt II s. 29(1)-(5)(b): United Kingdom 

Law In Force

30.— Enforceability of agreements resulting from unlawful communications.

(1) In this section–

“unlawful communication” means a communication in relation to which there has been a

contravention of section 21(1);

“controlled agreement” means an agreement the making or performance of which by either

party constitutes a controlled activity for the purposes of that section; and

“controlled investment”has the same meaning as in section 21.

(2) If in consequence of an unlawful communication a person enters as a customer into a controlled

agreement, it is unenforceable against him and he is entitled to recover–

(a) any money or other property paid or transferred by him under the agreement; and

(b) compensation for any loss sustained by him as a result of having parted with it.

(3) If in consequence of an unlawful communication a person exercises any rights conferred by a

controlled investment, no obligation to which he is subject as a result of exercising them is

enforceable against him and he is entitled to recover–

(a) any money or other property paid or transferred by him under the obligation; and

(b) compensation for any loss sustained by him as a result of having parted with it.

(4) But the court may allow–

(a) the agreement or obligation to be enforced, or

(b) money or property paid or transferred under the agreement or obligation to be retained,

Financial Services and Markets Act 2000 Page 74
if it is satisfied that it is just and equitable in the circumstances of the case.

(5) In considering whether to allow the agreement or obligation to be enforced or (as the case may

be) the money or property paid or transferred under the agreement to be retained the court must

have regard to the issues mentioned in subsections (6) and (7).

(6) If the applicant made the unlawful communication, the issue is whether he reasonably believed

that he was not making such a communication.

(7) If the applicant did not make the unlawful communication, the issue is whether he knew that

the agreement was entered into in consequence of such a communication.

(8) “Applicant” means the person seeking to enforce the agreement or obligation or retain the

money or property paid or transferred.

(9) Any reference to making a communication includes causing a communication to be made.

(10) The amount of compensation recoverable as a result of subsection (2) or (3) is–

(a) the amount agreed between the parties; or

(b) on the application of either party, the amount determined by the court.

(11) If a person elects not to perform an agreement or an obligation which (by virtue of subsection

(2) or (3)) is unenforceable against him, he must repay any money and return any other property

received by him under the agreement.

(12) If (by virtue of subsection (2) or (3)) a person recovers money paid or property transferred by

him under an agreement or obligation, he must repay any money and return any other property

received by him as a result of exercising the rights in question.

(13) If any property required to be returned under this section has passed to a third party, references

to that property are to be read as references to its value at the time of its receipt by the person

required to return it.

Commencement

Pt II s. 30(1)-(13): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt II s. 30(1)-(13): United Kingdom 

PART III

AUTHORISATION AND EXEMPTION

Authorisation

Law In Force

31.— Authorised persons.

(1) The following persons are authorised for the purposes of this Act–

(a) a person who has a [ Part 4A permission ]

1

 to carry on one or more regulated activities;

Financial Services and Markets Act 2000 Page 75
(b) an EEA firm qualifying for authorisation under Schedule 3;

(c) a Treaty firm qualifying for authorisation under Schedule 4;

(d) a person who is otherwise authorised by a provision of, or made under, this Act.

(2) In this Act “authorised person” means a person who is authorised for the purposes of this Act.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.11(1) (April 1, 2013)

Commencement

Pt III s. 31(1)-(1)(a), (1)(d)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt III s. 31(1)(b): February 25, 2001 for the purposes of making orders or regulations under Sch.3; June 18, 2001 for

the purposes of making rules under Sch.3; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(3) para. 1; SI

2001/1820 art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Pt III s. 31(1)(c): September 3, 2001 for the purposes of bringing 2000 c.8 Sch.4 into force to the extent specified in

SI 2001/2632; December 1, 2001 otherwise (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt III s. 31(1)-(2): United Kingdom 

Law In Force

32.— Partnerships and unincorporated associations.

(1) If a firm is authorised–

(a) it is authorised to carry on the regulated activities concerned in the name of the firm;

and

(b) its authorisation is not affected by any change in its membership.

(2) If an authorised firm is dissolved, its authorisation continues to have effect in relation to any

[ individual or ]

1

 firm which succeeds to the business of the dissolved firm.

[ (3) For the purposes of this section, an individual or firm is to be regarded as succeeding to the

business of a dissolved firm only if succession is to the whole or substantially the whole of the

business of the former firm. ]

2

(4) “Firm” means –

(a) a partnership; or

(b) an unincorporated association of persons.

(5) “Partnership”does not include a partnership which is constituted under the law of any place

outside the United Kingdom and is a body corporate.

Notes

1 Words inserted by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.3(a) (July

12, 2007)

2

Substituted by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.3(b) (July 12,

2007)

Financial Services and Markets Act 2000 Page 76
Commencement

Pt III s. 32(1)-(5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt III s. 32(1)-(5): United Kingdom 

Ending of authorisation

Law In Force

33.— Withdrawal of authorisation [...]1 .

(1) This section applies if–

(a) an authorised person's [ Part 4A permission ]

2

 is cancelled; and

(b) as a result, there is no regulated activity for which he has permission.

(2) The [ appropriate regulator ]

3

 must give a direction withdrawing that person's status as an

authorised person.

[ (2A) In subsection (2) “the appropriate regulator” means—

(a) in the case of a PRA-authorised person, the PRA, and

(b) in any other case, the FCA.

]

4

Notes

1 Words repealed by Financial Services Act 2012 c. 21 Sch.18(1) para.2(5) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.2(2) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.2(3) (April 1, 2013)

4 Added by Financial Services Act 2012 c. 21 Sch.18(1) para.2(4) (April 1, 2013)

Commencement

Pt III s. 33(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt III s. 33(1)-(2A)(b): United Kingdom 

Law In Force

34.— EEA firms.

(1) An EEA firm ceases to qualify for authorisation under Part II of Schedule 3 if it ceases to be

an EEA firm as a result of–

(a) having its EEA authorisation withdrawn; or

(b) ceasing to have an EEA right in circumstances in which EEA authorisation is not

required.

(2) At the request of an EEA firm, [ the appropriate regulator ]

1

 may give a direction cancelling

its authorisation under Part II of Schedule 3.

Financial Services and Markets Act 2000 Page 77
[ (2A) In subsection (2) “the appropriate regulator” means—

(a) in the case of a PRA-authorised person, the PRA, and

(b) in any other case, the FCA.

]

2

(3) If an EEA firm has a [ Part 4A permission ]

3

 , it does not cease to be an authorised person

merely because it ceases to qualify for authorisation under Part II of Schedule 3.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.4(3) para.27(2) (February 27, 2012: February 27,

2013 for the purpose of making orders or regulations; April 1, 2013 otherwise)

2 Added by Financial Services Act 2012 c. 21 Sch.4(3) para.27(3) (February 27, 2012: February 27, 2013 for the

purpose of making orders or regulations; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.4(3) para.27(4) (February 27, 2012: February 27,

2013 for the purpose of making orders or regulations; April 1, 2013 otherwise)

Commencement

Pt III s. 34(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt III s. 34(1)-(3): United Kingdom 

Law In Force

35.— Treaty firms.

(1) A Treaty firm ceases to qualify for authorisation under Schedule 4 if its home State authorisation

is withdrawn.

(2) At the request of a Treaty firm, [ the appropriate regulator ]

1

 may give a direction cancelling

its Schedule 4 authorisation.

[ (2A) In subsection (2) “the appropriate regulator” means—

(a) in the case of a PRA-authorised person, the PRA, and

(b) in any other case, the FCA.

]

2

(3) If a Treaty firm has a [ Part 4A permission ]

3

 , it does not cease to be an authorised person

merely because it ceases to qualify for authorisation under Schedule 4.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.4(3) para.28(2) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

2 Added by Financial Services Act 2012 c. 21 Sch.4(3) para.28(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.4(3) para.28(4) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

Commencement

Pt III s. 35(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 78
Extent

Pt III s. 35(1)-(3): United Kingdom 

Law In Force

36.— Persons authorised as a result of paragraph 1(1) of Schedule 5.

(1) At the request of a person authorised as a result of paragraph 1(1) of Schedule 5 , the [ FCA ]

1

may give a direction cancelling his authorisation as such a person.

(2) If a person authorised as a result of paragraph 1(1) of Schedule 5 has a [ Part 4A permission ]

2

, he does not cease to be an authorised person merely because he ceases to be a person so authorised.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.3(2) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.3(3) (April 1, 2013)

Commencement

Pt III s. 36(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt III s. 36(1)-(2): United Kingdom 

Exercise of EEA rights by UK firms

Law In Force

37. Exercise of EEA rights by UK firms.

Part III of Schedule 3 makes provision in relation to the exercise outside the United Kingdom of

EEA rights by UK firms.

Commencement

Pt III s. 37: February 25, 2001 for the purposes of making orders or regulations under Sch.3; June 18, 2001 for the

purposes of making rules under Sch.3; September 3, 2001 for the purposes of bringing Sch.3 Part III into force to the

extent specified in SI 2001/2632; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(3) para. 1; SI 2001/1820

art. 2, Sch. 1 para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt III s. 37: United Kingdom 

Financial Services and Markets Act 2000 Page 79
Exemption

Law In Force

38.— Exemption orders.

(1) The Treasury may by order (“an exemption order”) provide for–

(a) specified persons, or

(b) persons falling within a specified class,

to be exempt from the general prohibition.

(2) But a person cannot be an exempt person as a result of an exemption order if he has a [ Part 4A

permission ]

1

 .

(3) An exemption order may provide for an exemption to have effect–

(a) in respect of all regulated activities;

(b) in respect of one or more specified regulated activities;

(c) only in specified circumstances;

(d) only in relation to specified functions;

(e) subject to conditions.

(4) “Specified” means specified by the exemption order.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.4 (April 1, 2013)

Commencement

Pt III s. 38(1)-(4): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt III s. 38(1)-(4): United Kingdom 

Law In Force

39.— Exemption of appointed representatives.

(1) If a person (other than an authorised person)–

(a) is a party to a contract with an authorised person (“his principal”) which–

(i) permits or requires him to carry on business of a prescribed description, and

(ii) complies with such requirements as may be prescribed, and

(b) is someone for whose activities in carrying on the whole or part of that business his

principal has accepted responsibility in writing,

he is exempt from the general prohibition in relation to any regulated activity comprised in the

carrying on of that business for which his principal has accepted responsibility.

[ (1A) But a person is not exempt as a result of subsection (1)—

(a) if his principal is an investment firm or a credit institution, and

(b) so far as the business for which his principal has accepted responsibility is investment

services business,

unless he is entered on the applicable register.

Financial Services and Markets Act 2000 Page 80
(1B) The “applicable register” is—

(a) in the case of a person established in an EEA State (other than the United Kingdom)

which permits investment firms authorised by the competent authority of that State to appoint

tied agents, the register of tied agents maintained in that State pursuant to Article 23 of the

markets in financial instruments directive;

(b) in the case of a person established in an EEA State which does not permit investment

firms authorised as mentioned in paragraph (a) to appoint tied agents—

(i) if his principal has his relevant office in the United Kingdom, the record

maintained by the [ FCA ]

2

 by virtue of section 347(1)(ha), and

(ii) if his principal is established in an EEA State (other than the United Kingdom)

which permits investment firms authorised by the competent authority of the State

to appoint tied agents, the register of tied agents maintained by that State pursuant

to Article 23 of the markets in financial instruments directive; and

(c) in any other case, the record maintained by the [ FCA ]

2

 by virtue of section 347(1)(ha).

]

1

[ (1C) Subsection (1D) applies where an authorised person (“A”)—

(a) has permission under Part 4A, or permission resulting from any other provision of this

Act, only in relation to one or more qualifying activities,

(b) is a party to a contract with another authorised person (A's “principal”) which—

(i) permits or requires A to carry on business of a prescribed description (“the

relevant business”), and

(ii) complies with such requirements as may be prescribed, and

(c) is someone for whose activities in carrying on the whole or part of the relevant business

A's principal has accepted responsibility in writing.

(1D) Sections 20(1) and (1A) and 23(1A) do not apply in relation to the carrying on by A of a

relevant additional activity.

(1E) In subsections (1C) and (1D)—

(a) “qualifying activity” means a regulated activity which is of a prescribed kind and

relates—

(i) to rights under a contract of the kind mentioned in paragraph 23 of Schedule 2,

other than one under which the obligation of the borrower to repay is secured on

land, or

(ii) to rights under a contract of the kind mentioned in paragraph 23B of that

Schedule;

(b) “relevant additional activity” means a regulated activity which—

(i) is not one to which A's permission relates, and

(ii) is comprised in the carrying on of the business for which A's principal has

accepted responsibility.

]

3

[ (2) In this Act “appointed representative” means—

(a) a person who is exempt as a result of subsection (1), or

(b) a person carrying on a regulated activity in circumstances where, as a result of subsection

(1D), sections 20(1) and (1A) and 23(1A) do not apply.

]

4

Financial Services and Markets Act 2000 Page 81
(3) The principal of an appointed representative is responsible, to the same extent as if he had

expressly permitted it, for anything done or omitted by the representative in carrying on the business

for which he has accepted responsibility.

[ (4) In determining whether an authorised person has complied with—

(a) a provision contained in or made under this Act, or

(b) a qualifying EU provision that is specified, or of a description specified, for the purposes

of this subsection by the Treasury by order,

anything which a relevant person has done or omitted as respects business for which the authorised

person has accepted responsibility is to be treated as having been done or omitted by the authorised

person.

]

5

(5) “Relevant person” means a person who at the material time is or was an appointed representative

by virtue of being a party to a contract with the authorised person.

(6) Nothing in subsection (4) is to cause the knowledge or intentions of an appointed representative

to be attributed to his principal for the purpose of determining whether the principal has committed

an offence, unless in all the circumstances it is reasonable for them to be attributed to him.

[ (7) A person carries on “investment services business”if—

(a) the business includes providing services or carrying on activities of the kind mentioned

in Article 4.1.25 of the markets in financial instruments directive, and

(b) as a result of providing such services or carrying on such activities he is a tied agent or

would be if he were established in an EEA State.

(8) In this section—

“competent authority”has the meaning given in Article 4.1.22 of the markets in financial

instruments directive;

“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 relevant office in an EEA State;

“relevant office” means—

(a) in relation to a body corporate, its registered office or, if it has no registered

office, its head office, and

(b) in relation to a person other than a body corporate, the person's head office.

]

6

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.2(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.5(2) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

3 Added by Financial Services Act 2012 c. 21 Pt 2 s.10(2) (April 1, 2013)

4

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.10(3) (April 1, 2013)

5

Substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.5(3) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

6 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.2(c) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Financial Services and Markets Act 2000 Page 82
Commencement

Pt III s. 39(1)-(1)(b): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Pt III s. 39(2)-(6): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt III s. 39(1)-(8) definition of "relevant office" (b): United Kingdom 

Law In Force

[ 39A.— Certain tied agents operating outside United Kingdom

(1) This section applies to an authorised person whose relevant office is in the United Kingdom

if—

(a) he is a party to a contract with a person (other than an authorised person) who is

established—

(i) in the United Kingdom, or

(ii) in an EEA State which does not permit investment firms authorised by the

competent authority of the State to appoint tied agents; and

(b) the contract is a relevant contract.

(2) A contract is a “relevant contract” if it satisfies conditions A to C.

(3) Condition A is that the contract permits or requires the person mentioned in subsection (1)(a)

(the “agent”) to carry on investment services business.

(4) Condition B is that either—

(a) it is a condition of the contract that such business may only be carried on by the agent

in an EEA State other than the United Kingdom; or

(b) in a case not falling within paragraph (a), the [ FCA ]

2

 is satisfied that no such business

is, or is likely to be, carried on by the agent in the United Kingdom.

(5) Condition C is that the business is of a description that, if carried on in the United Kingdom,

would be prescribed for the purposes of section 39(1)(a)(i).

(6) An authorised person to whom this section applies who—

(a) enters into or continues to perform a relevant contract with an agent which does not

comply with the applicable requirements,

(b) enters into or continues to perform a relevant contract without accepting or having

accepted responsibility in writing for the agent's activities in carrying on investment services

business,

(c) enters into a relevant contract with an agent who is not entered on the record maintained

by the [ FCA ]

2

 by virtue of section 347(1)(ha), or

(d) continues to perform a relevant contract with an agent when he knows or ought to know

that the agent is not entered on that record,

is to be taken for the purposes of this Act to have contravened a requirement imposed on him by

or under this Act.

Financial Services and Markets Act 2000 Page 83
(7) The “applicable requirements” are the requirements prescribed for the purposes of subsection

(1)(a)(ii) of section 39 which have effect in the case of a person to whom subsection (1A) of that

section applies.

(8) A person carries on “investment services business”if—

(a) his business includes providing services or carrying on activities of the kind mentioned

in Article 4.1.25 of the markets in financial instruments directive, and

(b) as a result of providing such services or carrying on such activities he is a tied agent.

(9) In this section—

“competent authority”has the meaning given in Article 4.1.22 of the markets in financial

instruments directive;

“relevant office” means—

(a) in relation to a body corporate, its registered office or, if it has no registered

office, its head office, and

(b) in relation to a person other than a body corporate, the person's head office.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.3 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.6 (April 1, 2013)

Extent

Pt III s. 39A(1)-(9) definition of "relevant office" (b): United Kingdom 

PART IV

PERMISSION TO CARRY ON REGULATED ACTIVITIES

Application for permission

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

40.— [...]1

Financial Services and Markets Act 2000 Page 84
Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

41.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

Financial Services and Markets Act 2000 Page 85
As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Permission

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

42.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

Financial Services and Markets Act 2000 Page 86
in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

43.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Financial Services and Markets Act 2000 Page 87
Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Variation and cancellation of Part IV permission

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

44.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Financial Services and Markets Act 2000 Page 88
The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

45.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

Financial Services and Markets Act 2000 Page 89
46.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

47.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

Financial Services and Markets Act 2000 Page 90
As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

48.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

Financial Services and Markets Act 2000 Page 91
in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Connected persons

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

49.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Financial Services and Markets Act 2000 Page 92
Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Additional permissions

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

50.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Financial Services and Markets Act 2000 Page 93
Procedure

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

51.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

Financial Services and Markets Act 2000 Page 94
R Repealed

England, Scotland and Wales

52.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

53.— [...]1

Financial Services and Markets Act 2000 Page 95
Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

54.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

Financial Services and Markets Act 2000 Page 96
As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

[Notification ]

1

Notes

1 Added by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(2) (April 16, 2012)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

54A. [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Financial Services and Markets Act 2000 Page 97
Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

54B.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

Financial Services and Markets Act 2000 Page 98
As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

References to the Tribunal

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

55.— [...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 art.3 and Sch.1 subject to

transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

Other Application

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 3: ss40-55 are repealed.[...]1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose and provision specified

in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and

7)

As part of the substitution of a new Part 4A and in relation to the application of that new Part as

brought in to force by SI 2013/113 art.2 and Sch.1 Pt 2: ss40-55 are repealed.[...]1

Financial Services and Markets Act 2000 Page 99
Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purposes of

making orders or regulations subject to transitional provisions as specified in 2012 c.21 Sch.20 paras 5 and 7)

[ PART 4A

PERMISSION TO CARRY ON REGULATED ACTIVITIES

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or

regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 5 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras

5 and 7 otherwise)

[ Application for permission ]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or

regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 5 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras

5 and 7 otherwise)

Law In Force

[ 55A Application for permission

(1) An application for permission to carry on one or more regulated activities may be made to the

appropriate regulator by—

(a) an individual,

(b) a body corporate,

(c) a partnership, or

(d) an unincorporated association.

(2) “The appropriate regulator”, in relation to an application under this section, means—

(a) the PRA, in a case where—

(i) the regulated activities to which the application relates consist of or include a

PRA-regulated activity, or

(ii) the applicant is a PRA-authorised person otherwise than by virtue of a Part 4A

permission;

(b) the FCA, in any other case.

Financial Services and Markets Act 2000 Page 100
(3) An authorised person who has a permission under this Part which is in force may not apply for

permission under this section.

(4) An EEA firm may not apply for permission under this section to carry on a regulated activity

which it is, or would be, entitled to carry on in exercise of an EEA right, whether through a United

Kingdom branch or by providing services in the United Kingdom.

(5) A permission given by the appropriate regulator under this Part or having effect as if so given

is referred to in this Act as “a Part 4A permission”.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55A(1)-(5): United Kingdom 

Law In Force

[ 55B The threshold conditions

(1) “The threshold conditions”, in relation to a regulated activity, means the conditions set out in

or specified under Schedule 6, as read with any threshold condition code made by either regulator

under section 137O.

(2) Any reference in this Part to the threshold conditions for which either regulator is responsible

is to be read as a reference to the conditions set out in or specified under Schedule 6 that are

expressed to be relevant to the discharge by that regulator of its functions, as read with any threshold

condition code made by that regulator under section 137O.

(3) In giving or varying permission, imposing or varying a requirement, or giving consent, under

any provision of this Part, each regulator must ensure that the person concerned will satisfy, and

continue to satisfy, in relation to all of the regulated activities for which the person has or will have

permission, the threshold conditions for which that regulator is responsible.

(4) But the duty imposed by subsection (3) does not prevent a regulator, having due regard to that

duty, from taking such steps as it considers are necessary, in relation to a particular person, in order

to advance—

(a) in the case of the FCA, any of its operational objectives;

(b) in the case of the PRA, any of its objectives.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Financial Services and Markets Act 2000 Page 101
Extent

Pt IVA s. 55B(1)-(4)(b): United Kingdom 

Law In Force

[ 55C Power to amend Schedule 6

(1) The Treasury may by order amend Parts 1 and 2 of Schedule 6 by altering, adding or repealing

provisions, or by substituting for those Parts as they have effect for the time being provisions

specified in the order.

(2) Different provision may be made under this section—

(a) in relation to the discharge of the functions of each regulator;

(b) in relation to different regulated activities;

(c) in relation to persons who carry on, or seek to carry on, activities that consist of or

include a PRA-regulated activity and in relation to other persons.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or

regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 5 and 7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 paras

5 and 7 otherwise)

Extent

Pt IVA s. 55C(1)-(2)(c): United Kingdom 

Law In Force

[ 55D Firms based outside EEA

(1) This section applies in relation to a person (“the non-EEA firm”)—

(a) who is a body incorporated in, or formed under the law of, or is an individual who is a

national of, any country or territory outside the EEA, and

(b) who is carrying on a regulated activity in any country or territory outside the United

Kingdom in accordance with the law of that country or territory (“the overseas state”).

(2) In determining whether the non-EEA firm is satisfying or will satisfy, and continue to satisfy,

any one or more of the threshold conditions for which a UK regulator is responsible, the UK

regulator may have regard to any opinion notified to it by a regulatory authority in the overseas

state (“the overseas regulator”) which relates to the non-EEA firm and appears to the UK regulator

to be relevant to compliance with those conditions.

(3) In considering how much weight (if any) to attach to the opinion, the UK regulator must have

regard to the nature and scope of the supervision exercised in relation to the non-EEA firm by the

overseas regulator.

(4) In this section “UK regulator” means the FCA or the PRA.

]

1

Financial Services and Markets Act 2000 Page 102
Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55D(1)-(4): United Kingdom 

Law In Force

[ 55E Giving permission: the FCA

(1) This section applies where the FCA is the appropriate regulator in relation to an application for

permission under section 55A.

(2) The FCA may give permission for the applicant to carry on the regulated activity or activities

to which the application relates or such of them as may be specified in the permission.

(3) If the applicant is a member of a group which includes a PRAauthorised person, the FCA must

consult the PRA before determining the application.

(4) If it gives permission, the FCA must specify the permitted regulated activity or activities,

described in such manner as the FCA considers appropriate.

(5) The FCA may—

(a) incorporate in the description of a regulated activity such limitations (for example as

to circumstances in which the activity may, or may not, be carried on) as it considers

appropriate;

(b) specify a narrower or wider description of regulated activity than that to which the

application relates;

(c) give permission for the carrying on of a regulated activity which is not included among

those to which the application relates and is not a PRA-regulated activity.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55E(1)-(5)(c): United Kingdom 

Law In Force

[ 55F Giving permission: the PRA

(1) This section applies where the PRA is the appropriate regulator in relation to an application for

permission under section 55A.

Financial Services and Markets Act 2000 Page 103
(2) The PRA may with the consent of the FCA give permission for the applicant to carry on the

regulated activity or activities to which the application relates or such of them as may be specified

in the permission.

(3) If it gives permission, the PRA must specify the permitted regulated activity or activities,

described in such manner as the PRA considers appropriate.

(4) The PRA may—

(a) incorporate in the description of a regulated activity such limitations (for example as

to circumstances in which the activity may, or may not, be carried on) as it considers

appropriate;

(b) specify a narrower or wider description of regulated activity than that to which the

application relates;

(c) give permission for the carrying on of a regulated activity which is not included among

those to which the application relates.

(5) Consent given by the FCA for the purposes of this section may be conditional on the manner

in which the PRA exercises its powers under subsections (3) and (4).

(6) Subsections (3) and (4)(b) and (c) do not enable the PRA to give permission that relates only

to activities that are not PRA-regulated activities, except where the applicant is a PRA-authorised

person otherwise than by virtue of a Part 4A permission.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55F(1)-(6): United Kingdom 

Law In Force

[ 55G Giving permission: special cases

(1) “The applicant” means an applicant for permission under section 55A.

(2) If the applicant—

(a) in relation to a particular regulated activity, is exempt from the general prohibition as

a result of section 39(1) or an order made under section 38(1), but

(b) has applied for permission in relation to another regulated activity,

the application is to be treated as relating to all the regulated activities which, if permission is given,

the applicant will carry on.

(3) If the applicant—

(a) in relation to a particular regulated activity, is exempt from the general prohibition as

a result of [ any of subsections (2) to (3C) of section 285 ]

2

, but

(b) has applied for permission in relation to another regulated activity,

the application is to be treated as relating only to that other regulated activity.

(4) If the applicant—

Financial Services and Markets Act 2000 Page 104
(a) is a person to whom, in relation to a particular regulated activity, the general prohibition

does not apply as a result of Part 19, but

(b) has applied for permission in relation to another regulated activity,

the application is to be treated as relating only to that other regulated activity.

(5) subsection (6) applies where either regulator (“the responsible regulator”) receives an application

for permission under section 55A which is in the regulator's opinion similar to an application which

was previously made to the other regulator and was either—

(a) treated by the other regulator as not being a valid application to that regulator because

of the regulated activities to which it related, or

(b) refused by the other regulator after being considered.

(6) The responsible regulator must have regard to the desirability of minimising—

(a) the additional work for the applicant in dealing with the new application, and

(b) the time taken to deal with the new application.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

2 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(2) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Pt IVA s. 55G(1)-(6)(b): United Kingdom 

[ Variation and cancellation of Part 4A permission ]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Law In Force

[ 55H Variation by FCA at request of authorised person

(1) This section applies in relation to an authorised person who has a Part 4A permission but is not

a PRA-authorised person.

(2) The FCA may, on the application of the authorised person, vary the permission by—

(a) adding a regulated activity, other than a PRA-regulated activity, to those to which the

permission relates;

(b) removing a regulated activity from those to which the permission relates;

(c) varying the description of a regulated activity to which the permission relates.

(3) The FCA may, on the application of the authorised person, cancel the permission.

Financial Services and Markets Act 2000 Page 105
(4) The FCA may refuse an application under this section if it appears to it that it is desirable to do

so in order to advance any of its operational objectives.

[ (4A) The FCA may also refuse an application under this section if it appears to the FCA that the

authorised person would not comply with requirements in Part 5 of the Alternative Investment

Fund Managers Regulations 2013 (AIFs which acquire control of non-listed companies and issuers)

that would apply to the authorised person. ]

2

(5) If the applicant is a member of a group which includes a PRAauthorised person, the FCA must

consult the PRA before determining the application.

(6) If as a result of a variation of a Part 4A permission under this section there are no longer any

regulated activities for which the authorised person concerned has permission, the FCA must, once

it is satisfied that it is no longer necessary to keep the permission in force, cancel it.

(7) The FCA's power to vary a Part 4A permission under this section extends to including in the

permission as varied any provision that could be included if a fresh permission were being given

by it in response to an application under section 55A.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

2 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.4 (July 22, 2013: insertion

has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Pt IVA s. 55H(1)-(7): United Kingdom 

Law In Force

[ 55I Variation by PRA at request of authorised person

(1) On the application of a PRA-authorised person with a Part 4A permission, the PRA may with

the consent of the FCA vary the permission by—

(a) adding a regulated activity to those to which the permission relates;

(b) removing a regulated activity from those to which the permission relates;

(c) varying the description of a regulated activity to which the permission relates.

(2) On the application of a PRA-authorised person with a Part 4A permission, the PRA may, after

consulting the FCA, cancel the permission.

(3) On the application of an authorised person other than a PRA-authorised person, the PRA may

with the consent of the FCA vary the permission by adding to the regulated activities to which the

permission relates one or more regulated activities which include a PRA-regulated activity.

(4) The PRA may refuse an application under this section if it appears to it that it is desirable to do

so in order to advance any of its objectives.

(5) The FCA may withhold its consent to a proposed variation under this section if it appears to it

that it is desirable to do so in order to advance one or more of its operational objectives.

Financial Services and Markets Act 2000 Page 106
(6) If as a result of a variation of a Part 4A permission under this section there are no longer any

regulated activities for which the authorised person concerned has permission, the PRA must, once

it is satisfied after consulting the FCA that it is no longer necessary to keep the permission in force,

cancel it.

(7) The PRA's power to vary a Part 4A permission under this section extends to including in the

permission as varied any provision that could be included if a fresh permission were being given

by it in response to an application under section 55A.

(8) Consent given by the FCA for the purposes of subsection (1) may be conditional on the manner

in which the PRA exercises its powers under section 55F(3) and (4) (as a result of subsection (7)).

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55I(1)-(8): United Kingdom 

Law In Force

[ 55J Variation or cancellation on initiative of regulator

(1) Either regulator may exercise its power under this section in relation to an authorised person

with a Part 4A permission (“A”) if it appears to the regulator that—

(a) A is failing, or is likely to fail, to satisfy the threshold conditions for which the regulator

is responsible,

(b) A has failed, during a period of at least 12 months, to carry on a regulated activity to

which the Part 4A permission relates, [...]2

(c) it is desirable to exercise the power in order to advance—

(i) in the case of the FCA, one or more of its operational objectives,

(ii) in the case of the PRA, any of its objectives [ , or ]

3

[ (d) in the case of the FCA, A has failed to comply with a requirement in Part 5 of the

Alternative Investment Fund Managers Regulations 2013 (AIFs which acquire control of

non-listed companies and issuers), or it is for some other reason desirable to exercise the

power for the purposes of ensuring compliance with such a requirement. ]

3

(2) The FCA's power under this section is the power—

(a) to vary the Part 4A permission by—

(i) adding a regulated activity other than a PRA-regulated activity to those to which

the permission relates,

(ii) removing a regulated activity from those to which the permission relates, or

(iii) varying the description of a regulated activity to which the permission relates

in a way which, if it is a PRA-regulated activity, does not, in the opinion of the FCA,

widen the description, or

(b) to cancel the Part 4A permission.

(3) The PRA's power under this section is the power—

Financial Services and Markets Act 2000 Page 107
(a) in the case of a PRA-authorised person, to vary the Part 4A permission in any of the

ways mentioned in section 55I(1) or to cancel it;

(b) in the case of an authorised person who is not a PRA-authorised person, to vary the

Part 4A permission by adding a PRA-regulated activity to those to which the permission

relates and, if the PRA does so, to vary the Part 4A permission in any of the other ways

mentioned in section 55I(1).

(4) The FCA—

(a) must consult the PRA before exercising its power under this section in relation to—

(i) a PRA-authorised person, or

(ii) a member of a group which includes a PRA-authorised person, and

(b) in the case of a PRA-authorised person, may exercise the power so as to add a new

activity to those to which the permission relates or to widen the description of a regulated

activity to which the permission relates, only with the consent of the PRA.

(5) The PRA—

(a) must consult the FCA before exercising its power under this section, and

(b) may exercise the power so as to add a new activity to those to which the permission

relates or to widen the description of a regulated activity to which the permission relates,

only with the consent of the FCA.

(6) Without prejudice to the generality of subsections (1) to (3), a regulator may, in relation to an

authorised person who is an investment firm, exercise its power under this section to cancel the

Part 4A permission if it appears to it that any of the conditions in section 55K is met.

[ (6A) Without prejudice to the generality of subsections (1) to (3), the FCA may, in relation to an

authorised person who is a full-scope UK AIFM, exercise its power under this section to cancel

the Part 4A permission if it appears to it that any of the following conditions is met—

(a) the person has failed, during a period of at least six months, to carry on the regulated

activity of managing an AIF;

(b) the person obtained the Part 4A permission to carry on the regulated activity of managing

an AIF by making a false statement or by any other irregular means;

(c) in a case where the Part 4A permission includes permission to provide the discretionary

portfolio management service referred to in Article 6.4(a) of the alternative investment fund

managers directive, the person no longer complies with Directive 2006/49/EC of the

European Parliament and of the Council on the capital adequacy of investment firms and

credit institutions5;

(d) the person no longer meets the conditions that a person must meet in order to obtain a

Part 4A permission to carry on the regulated activity of managing an AIF;

(e) the person has seriously or systematically infringed—

(i) any provision of the Alternative Investment Fund Managers Regulations 2013;

(ii) a provision of any directly applicable EU regulation made under the alternative

investment fund managers directive; or

(iii) any provision made by or under this Act which implements that directive.

]

4

(7) Without prejudice to the generality of subsections (1) and (2), the FCA may, in relation to an

authorised person who has permission to carry on the regulated activity specified in article 24A of

the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (which relates to

bids in emission allowance auctions), exercise its power under this section to vary the Part 4A

Financial Services and Markets Act 2000 Page 108
permission of the person concerned by removing that activity from those to which the permission

relates if it appears to the FCA that the person has seriously and systematically infringed the

provisions of paragraph 2 or 3 of Article 59 of the emission allowance auctioning regulation.

(8) If, as a result of a variation of a Part 4A permission under this section, there are no longer any

regulated activities for which the authorised person concerned has permission, the regulator

responsible for the variation must, once it is satisfied that it is no longer necessary to keep the

permission in force, cancel it.

(9) Before cancelling under subsection (8) a Part 4A permission which relates to a person who

(before the variation) was a PRA-authorised person, the regulator must consult the other regulator.

(10) The power of either regulator to vary a Part 4A permission under this section extends to

including in the permission as varied any provision that could be included if a fresh permission

were being given in response to an application to that regulator under section 55A.

(11) Consent given by one regulator for the purpose of subsection (4)(b) or (5)(b) may be conditional

on the manner in which the other regulator exercises its powers under section 55E(4) and (5) or

55F(3) and (4) (as a result of subsection (10)).

(12) The power of the FCA or the PRA under this section is referred to in this Part as its

own-initiative variation power.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

2 Word repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.5(a)(i) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.5(a)(ii) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

4 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.5(b) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

5 OJ L 177, 30.6.2006, p.201.

Extent

Pt IVA s. 55J(1)-(12): United Kingdom 

Law In Force

[ 55K Investment firms: particular conditions that enable cancellation

(1) The conditions referred to in section 55J(6) are as follows—

(a) that the firm has failed, during a period of at least 6 months, to carry on a regulated

activity which is an investment service or activity for which it has a Part 4A permission;

(b) that the firm obtained the Part 4A permission by making a false statement or by other

irregular means;

(c) that the firm no longer satisfies the requirements for authorisation pursuant to Chapter

I of Title II of the markets in financial instruments directive, or pursuant to or contained in

Financial Services and Markets Act 2000 Page 109
any EU legislation made under that Chapter, in relation to a regulated activity which is an

investment service or activity for which it has a Part 4A permission;

(d) that the firm has seriously and systematically infringed the operating conditions pursuant

to Chapter II of Title II of the markets in financial instruments directive, or pursuant to or

contained in any EU legislation made under that Chapter, in relation to a regulated activity

which is an investment service or activity for which it has a Part 4A permission.

(2) For the purposes of this section a regulated activity is an investment service or activity if it falls

within the definition of “investment services and activities” in section 417(1).

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55K(1)-(2): United Kingdom 

[ Imposition and variation of requirements]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Law In Force

[ 55L Imposition of requirements by FCA

(1) Where a person has applied (whether to the FCA or the PRA) for a Part 4A permission or the

variation of a Part 4A permission, the FCA may impose on that person such requirements, taking

effect on or after the giving or variation of the permission, as the FCA considers appropriate.

(2) The FCA may exercise its power under subsection (3) in relation to an authorised person with

a Part 4A permission (whether given by it or by the PRA) (“A”) if it appears to the FCA that—

(a) A is failing, or is likely to fail, to satisfy the threshold conditions for which the FCA is

responsible,

(b) A has failed, during a period of at least 12 months, to carry on a regulated activity to

which the Part 4A permission relates, or

(c) it is desirable to exercise the power in order to advance one or more of the FCA's

operational objectives.

(3) The FCA's power under this subsection is a power—

(a) to impose a new requirement,

(b) to vary a requirement imposed by the FCA under this section, or

(c) to cancel such a requirement.

Financial Services and Markets Act 2000 Page 110
(4) The FCA's power under subsection (3) is referred to in this Part as its own-initiative requirement

power.

(5) The FCA may, on the application of an authorised person with a Part 4A permission—

(a) impose a new requirement,

(b) vary a requirement imposed by the FCA under this section, or

(c) cancel such a requirement.

(6) The FCA may refuse an application under subsection (5) if it appears to it that it is desirable to

do so in order to advance any of its operational objectives.

(7) The FCA must consult the PRA before imposing or varying a requirement which relates to—

(a) a person who is, or will on the granting of an application for Part 4A permission be, a

PRA-authorised person, or

(b) a person who is a member of a group which includes a PRA-authorised person.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55L(1)-(7)(b): United Kingdom 

Law In Force

[ 55M Imposition of requirements by PRA

(1) Where—

(a) a person has applied for a Part 4A permission in relation to activities which consist of

or include a PRA-regulated activity,

(b) a PRA-authorised person has applied for a Part 4A permission or the variation of a Part

4A permission, or

(c) an authorised person other than a PRA-authorised person has applied for a Part 4A

permission to be varied by adding to the regulated activities to which it relates one or more

regulated activities which include a PRA-regulated activity,

the PRA may impose on that person such requirements, taking effect on or after the giving or

variation of the permission, as the PRA considers appropriate.

(2) The PRA may exercise its power under subsection (3) in relation to a PRA-authorised person

with a Part 4A permission (“P”) if it appears to the PRA that—

(a) P is failing, or is likely to fail, to satisfy the threshold conditions for which the PRA is

responsible,

(b) P has failed, during a period of at least 12 months, to carry on a regulated activity to

which the Part 4A permission relates, or

(c) it is desirable to exercise the power in order to advance any of the PRA's objectives.

(3) The PRA's power under this subsection is a power—

(a) to impose a new requirement,

Financial Services and Markets Act 2000 Page 111
(b) to vary a requirement imposed by the PRA under this section, or

(c) to cancel such a requirement.

(4) The PRA's power under subsection (3) is referred to in this Part as its own-initiative requirement

power.

(5) The PRA may, on the application of a PRA-authorised person with a Part 4A permission—

(a) impose a new requirement,

(b) vary a requirement imposed by the PRA under this section, or

(c) cancel such a requirement.

(6) The PRA may refuse an application under subsection (5) if it appears to it that it is desirable to

do so in order to advance any of its objectives.

(7) The PRA must consult the FCA before imposing or varying a requirement.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55M(1)-(7): United Kingdom 

Law In Force

[ 55N Requirements under section 55L or 55M: further provisions

(1) A requirement may, in particular, be imposed—

(a) so as to require the person concerned to take specified action, or

(b) so as to require the person concerned to refrain from taking specified action.

(2) A requirement may extend to activities which are not regulated activities.

(3) A requirement may be imposed by reference to the person's relationship with—

(a) the person's group, or

(b) other members of the person's group.

(4) A requirement may be expressed to expire at the end of such period as the regulator imposing

it may specify, but the imposition of a requirement that expires at the end of a specified period does

not affect the regulator's power to impose a new requirement.

(5) A requirement may refer to the past conduct of the person concerned (for example, by requiring

the person concerned to review or take remedial action in respect of past conduct).

(6) In this section “requirement” means a requirement imposed under section 55L or 55M.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Financial Services and Markets Act 2000 Page 112
Extent

Pt IVA s. 55N(1)-(6): United Kingdom 

Law In Force

[ 55O Imposition of requirements on acquisition of control

(1) This section applies if it appears to the appropriate regulator that—

(a) a person has acquired control over a UK authorised person who has a Part 4A permission,

but

(b) there are no grounds for exercising its own-initiative requirement power.

(2) If it appears to the appropriate regulator that the likely effect of the acquisition of control on

the UK authorised person, or on any of its activities, is uncertain, the appropriate regulator may—

(a) impose on the UK authorised person a requirement that could be imposed by that

regulator under section 55L or 55M (as the case may be) on the giving of permission, or

(b) vary a requirement imposed by that regulator under that section on the UK authorised

person.

(3) “The appropriate regulator” means—

(a) in a case where the UK authorised person is a PRA-authorised person, the FCA or the

PRA;

(b) in any other case, the FCA.

(4) This section does not affect any duty of the appropriate regulator to consult or obtain the consent

of the other regulator in connection with the imposition of the requirement.

(5) Any reference to a person having acquired control is to be read in accordance with Part 12.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55O(1)-(5): United Kingdom 

Law In Force

[ 55P Prohibitions and restrictions

(1) This section applies if—

(a) on a person being given a Part 4A permission, either regulator imposes an assets

requirement on that person,

(b) an assets requirement is imposed on an authorised person, or

(c) an assets requirement previously imposed on such a person is varied.

(2) A person on whom an assets requirement is imposed is referred to in this section as “A”.

(3) The “appropriate regulator”is the regulator which imposed the requirement.

Financial Services and Markets Act 2000 Page 113
(4) “Assets requirement” means a requirement under section 55L or 55M—

(a) prohibiting the disposal of, or other dealing with, any of A's assets (whether in the

United Kingdom or elsewhere) or restricting such disposals or dealings, or

(b) that all or any of A's assets, or all or any assets belonging to consumers but held by A

or to A's order, must be transferred to and held by a trustee approved by the appropriate

regulator.

(5) If the appropriate regulator—

(a) imposes a requirement of the kind mentioned in subsection (4)(a), and

(b) gives notice of the requirement to any institution with whom A keeps an account,

the notice has the effects mentioned in subsection (6).

(6) Those effects are that—

(a) the institution does not act in breach of any contract with A if, having been instructed

by A (or on A's behalf) to transfer any sum or otherwise make any payment out of A's

account, it refuses to do so in the reasonably held belief that complying with the instruction

would be incompatible with the requirement, and

(b) if the institution complies with such an instruction, it is liable to pay to the appropriate

regulator an amount equal to the amount transferred from, or otherwise paid out of, A's

account in contravention of the requirement.

(7) If the appropriate regulator imposes a requirement of the kind mentioned in subsection (4)(b),

no assets held by a person as trustee in accordance with the requirement may, while the requirement

is in force, be released or dealt with except with the consent of the appropriate regulator.

(8) If, while a requirement of the kind mentioned in subsection (4)(b) is in force, A creates a charge

over any assets of A held in accordance with the requirement, the charge is (to the extent that it

confers security over the assets) void against the liquidator and any of A's creditors.

(9) Assets held by a person as trustee (“T”) are to be taken to be held by T in accordance with any

requirement mentioned in subsection (4)(b) only if—

(a) A has given T written notice that those assets are to be held by T in accordance with

the requirement, or

(b) they are assets into which assets to which paragraph (a) applies have been transposed

by T on the instructions of A.

(10) A person who contravenes subsection (7) is guilty of an offence and liable on summary

conviction to a fine not exceeding level 5 on the standard scale.

(11) “Charge”includes a mortgage (or in Scotland a security over property).

(12) Subsections (7) and (9) do not affect any equitable interest or remedy in favour of a person

who is a beneficiary of a trust as a result of a requirement of the kind mentioned in subsection

(4)(b).

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Financial Services and Markets Act 2000 Page 114
Extent

Pt IVA s. 55P(1)-(12): United Kingdom 

[ Exercise of power in support of overseas regulator]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Law In Force

[ 55Q Exercise of power in support of overseas regulator

(1) Either UK regulator's own-initiative powers may be exercised in respect of an authorised person

at the request of, or for the purpose of assisting, an overseas regulator of a prescribed kind.

(2) subsection (1) applies whether or not the UK regulator has powers which are exercisable in

relation to the authorised person by virtue of any provision of Part 13.

(3) subsection (1) does not affect any duty of one UK regulator to consult or obtain the consent of

the other UK regulator in relation to the exercise of its own-initiative powers.

(4) If a request to a UK regulator for the exercise of its own-initiative powers has been made by

an overseas regulator who is—

(a) of a prescribed kind, and

(b) acting in pursuance of provisions of a prescribed kind,

the UK regulator must, in deciding whether or not to exercise those powers in response to the

request, consider whether it is necessary to do so in order to comply with an EU obligation.

(5) In deciding whether or not to do so, in any case in which the UK regulator does not consider

that the exercise of its own-initiative powers is necessary in order to comply with an EU obligation,

it may take into account in particular—

(a) whether in the country or territory of the overseas regulator concerned, corresponding

assistance would be given to a United Kingdom regulatory authority;

(b) whether the case concerns the breach of a law, or other requirement, which has no close

parallel in the United Kingdom or involves the assertion of a jurisdiction not recognised by

the United Kingdom;

(c) the seriousness of the case and its importance to persons in the United Kingdom;

(d) whether it is otherwise appropriate in the public interest to give the assistance sought.

(6) The UK regulator may decide not to exercise its own-initiative powers, in response to a request,

unless the overseas regulator concerned undertakes to make such contribution towards the cost of

their exercise as the UK regulator considers appropriate.

(7) Subsection (6) does not apply if the UK regulator decides that it is necessary for it to exercise

its own-initiative powers in order to comply with an EU obligation.

(8) In subsection (6) “request” means a request of a kind mentioned in subsection (1).

(9) In this section—

Financial Services and Markets Act 2000 Page 115
(a) “UK regulator” means the FCA or the PRA;

(b) “overseas regulator” means a regulator outside the United Kingdom;

(c) “own-initiative powers”, in relation to the FCA or the PRA, means its own-initiative

variation power and its own-initiative requirement power.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55Q(1)-(9)(c): United Kingdom 

[Connected persons]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Law In Force

[ 55R Persons connected with an applicant

(1) In considering—

(a) an application for a Part 4A permission,

(b) whether to vary or cancel a Part 4A permission,

(c) whether to impose or vary a requirement under this Part, or

(d) whether to give any consent required by any provision of this Part,

the regulator concerned may have regard to any person appearing to it to be, or likely to be, in a

relationship with the applicant or a person given permission which is relevant.

(2) Before—

(a) giving permission in response to an application under section 55A made by a person

who is connected with an EEA firm (other than an EEA firm falling within paragraph 5(e)

of Schedule 3 (insurance and reinsurance intermediaries)), or

(b) cancelling or varying a Part 4A permission given to such a person,

the regulator concerned must in prescribed circumstances consult the firm's home state regulator.

(3) A person (“A”) is connected with an EEA firm if—

(a) A is a subsidiary undertaking of the firm, or

(b) A is a subsidiary undertaking of a parent undertaking of the firm.

]

1

Financial Services and Markets Act 2000 Page 116
Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55R(1)-(3)(b): United Kingdom 

[ Additional permissions]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Law In Force

[ 55S Duty of FCA or PRA to consider other permissions

(1) “Additional Part 4A permission”—

(a) in relation to either regulator, means a Part 4A permission which is in force in relation

to an EEA firm or a Treaty firm, and

(b) in relation to the FCA, also includes a Part 4A permission which is in force in relation

to a person authorised as a result of paragraph 1(1) of Schedule 5.

(2) If either regulator is considering whether, and if so how, to exercise its own-initiative variation

power or its own-initiative requirement power in relation to an additional Part 4A permission, it

must take into account—

(a) the home state authorisation of the authorised person concerned,

(b) any relevant directive, and

(c) relevant provisions of the Treaty.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55S(1)-(2)(c): United Kingdom 

Financial Services and Markets Act 2000 Page 117
[ Persons whose interests are protected ]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Law In Force

[ 55T Persons whose interests are protected

For the purpose of any provision of this Part which refers to the FCA's operational objectives, or

the PRA's objectives in relation to the exercise of a power in relation to a particular person, it does

not matter whether there is a relationship between that person and the persons whose interests will

be protected by the exercise of the power. ]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55T: United Kingdom 

[ Procedure ]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose of the giving of directions

or the imposition of requirements as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7; April 1, 2013 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 5 and 7 otherwise)

Law In Force

[ 55U Applications under this Part

(1) An application for a Part 4A permission must—

(a) contain a statement of the regulated activity or regulated activities which the applicant

proposes to carry on and for which the applicant wishes to have permission, and

(b) give the address of a place in the United Kingdom for service on the applicant of any

notice or other document which is required or authorised to be served on the applicant under

this Act.

(2) An application for the variation of a Part 4A permission must contain a statement—

(a) of the desired variation, and

(b) of the regulated activity or regulated activities which the applicant proposes to carry

on if the permission is varied.

Financial Services and Markets Act 2000 Page 118
(3) An application for the variation of a requirement imposed under section 55L or 55M or for the

imposition of a new requirement must contain a statement of the desired variation or requirement.

(4) An application under this Part must—

(a) be made in such manner as the regulator to which it is to be made may direct, and

(b) contain, or be accompanied by, such other information as that regulator may reasonably

require.

(5) At any time after the application is received and before it is determined, the appropriate regulator

may require the applicant to provide it with such further information as it reasonably considers

necessary to enable it to determine the application or, as the case requires, to decide whether to

give consent.

(6) In subsection (5), the “appropriate regulator” means—

(a) in a case where the application is made to the FCA, the FCA;

(b) in a case where the application is made to the PRA, the FCA or the PRA.

(7) Different directions may be given, and different requirements imposed, in relation to different

applications or categories of application.

(8) Each regulator may require an applicant to provide information which the applicant is required

to provide to it under this section in such form, or to verify it in such a way, as the regulator may

direct.

(9) The PRA must consult the FCA before—

(a) giving a direction under this section in relation to a class of applications, or

(b) imposing a requirement under this section in relation to a class of applications.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (January 24, 2013: substitution has effect on January 24, 2013 for the purpose of the giving of directions

or the imposition of requirements as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7; April 1, 2013 subject to transitional provisions as specified in 2012

c.21 Sch.20 paras 5 and 7 otherwise)

Extent

Pt IVA s. 55U(1)-(9)(b): United Kingdom 

Law In Force

!

Amendment(s) Pending

[ 55V Determination of applications

(1) An application under this Part must be determined by the regulator to which it is required to be

made (“the appropriate regulator”) before the end of the period of 6 months beginning with the

date on which it received the completed application.

(2) The appropriate regulator may determine an incomplete application if it considers it appropriate

to do so; and it must in any event determine such an application within 12 months beginning with

the date on which it received the application.

Financial Services and Markets Act 2000 Page 119
(3) Where the application cannot be determined by the appropriate regulator without the consent

of the other regulator, the other regulator's decision must also be made within the period required

by subsection (1) or (2).

(4) The applicant may withdraw the application, by giving the appropriate regulator written notice,

at any time before the appropriate regulator determines it.

(5) If the appropriate regulator grants an application—

(a) for Part 4A permission,

(b) for the variation or cancellation of a Part 4A permission,

(c) for the variation or cancellation of a requirement imposed under section 55L or 55M,

or

(d) for the imposition of a new requirement under either of those sections,

it must give the applicant written notice.

(6) The notice must state the date from which the permission, variation, cancellation or requirement

has effect.

(7) A notice under this section which is given by the PRA and relates to the grant of an application

for Part 4A permission or for the variation of a Part 4A permission must state that the FCA has

given its consent to the grant of the application.

[ (8) In the case of an application for permission under this Part which—

(a) relates to the regulated activity of managing an AIF, and

(b) would if granted result in the applicant becoming a full-scope UK AIFM,

this section has effect subject to regulation 5 of the Alternative Investment Fund Managers

Regulations 2013 and, accordingly, subsections (1) to (3) do not apply.

]

2

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

2 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.6 (July 22, 2013: insertion

has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Amendments Pending

Pt IVA s. 55V(8): words inserted by Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

Sch. 1 para. 1(2) (date to be appointed)

Extent

Pt IVA s. 55V(1)-(8)(b): United Kingdom 

Law In Force

[ 55W Applications under this Part: communications between regulators

The PRA must as soon as practicable notify the FCA of the receipt or withdrawal of—

(a) an application for permission under section 55A,

(b) an application under section 55I, or

Financial Services and Markets Act 2000 Page 120
(c) an application under section 55M(5).

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55W(a)-(c): United Kingdom 

Law In Force

[ 55X Determination of applications: warning notices and decision notices

(1) If a regulator proposes—

(a) to give a Part 4A permission but to exercise its power under section 55E(5)(a) or (b) or

55F(4)(a) or (b),

(b) to give a Part 4A permission but to exercise its power under section 55L(1) or 55M(1)

in connection with the application for permission,

(c) to vary a Part 4A permission on the application of an authorised person but to exercise

its power under section 55E(5)(a) or (b) or 55F(4)(a) or (b),

(d) to vary a Part 4A permission but to exercise its power under section 55L(1) or 55M(1)

in connection with the application for variation, or

(e) in the case of the FCA, to exercise its power under section 55L(1) in connection with

an application to the PRA for a Part 4A permission or the variation of a Part 4A permission,

it must give the applicant a warning notice.

(2) If a regulator proposes to refuse an application made under this Part, it must (unless subsection

(3) applies) give the applicant a warning notice.

(3) This subsection applies if it appears to the regulator that—

(a) the applicant is an EEA firm, and

(b) the application is made with a view to carrying on a regulated activity in a manner in

which the applicant is, or would be, entitled to carry on that activity in the exercise of an

EEA right whether through a United Kingdom branch or by providing services in the United

Kingdom.

(4) If a regulator decides—

(a) to give a Part 4A permission but to exercise its power under section 55E(5)(a) or (b) or

55F(4)(a) or (b),

(b) to give a Part 4A permission but to exercise its power under section 55L(1) or 55M(1)

in connection with the giving of the permission,

(c) to vary a Part 4A permission on the application of an authorised person but to exercise

its power under section 55E(5)(a) or (b) or 55F(4)(a) or (b),

(d) to vary a Part 4A permission on the application of an authorised person but to exercise

its power under section 55L(1) or 55M(1) in connection with the variation,

Financial Services and Markets Act 2000 Page 121
(e) in the case of the FCA, to exercise its power under section 55L(1) in connection with

an application to the PRA for a Part 4A permission or the variation of a Part 4A permission,

or

(f) to refuse an application under this Part,

it must give the applicant a decision notice.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55X(1)-(4)(f): United Kingdom 

Law In Force

[ 55Y Exercise of own-initiative power: procedure

(1) This section applies to an exercise of either regulator's own-initiative variation power or

own-initiative requirement power in relation to an authorised person (“A”).

(2) A variation of a permission or the imposition or variation of a requirement takes effect—

(a) immediately, if the notice given under subsection (4) states that that is the case,

(b) on such date as may be specified in the notice, or

(c) if no date is specified in the notice, when the matter to which the notice relates is no

longer open to review.

(3) A variation of a permission, or the imposition or variation of a requirement, may be expressed

to take effect immediately (or on a specified date) only if the regulator concerned, having regard

to the ground on which it is exercising its own-initiative variation power or own-initiative

requirement power, reasonably considers that it is necessary for the variation, or the imposition or

variation of the requirement, to take effect immediately (or on that date).

(4) If either regulator proposes to vary a Part 4A permission or to impose or vary a requirement,

or varies a Part 4A permission or imposes or varies a requirement, with immediate effect, it must

give A written notice.

(5) The notice must—

(a) give details of the variation of the permission or the requirement or its variation,

(b) state the regulator's reasons for the variation of the permission or the imposition or

variation of the requirement,

(c) inform A that A may make representations to the regulator within such period as may

be specified in the notice (whether or not A has referred the matter to the Tribunal),

(d) inform A of when the variation of the permission or the imposition or variation of the

requirement takes effect, and

(e) inform A of A's right to refer the matter to the Tribunal.

(6) The regulator may extend the period allowed under the notice for making representations.

(7) If, having considered any representations made by A, the regulator decides—

Financial Services and Markets Act 2000 Page 122
(a) to vary the permission, or impose or vary the requirement, in the way proposed, or

(b) if the permission has been varied or the requirement imposed or varied, not to rescind

the variation of the permission or the imposition or variation of the requirement,

it must give A written notice.

(8) If, having considered any representations made by A, the regulator decides—

(a) not to vary the permission, or impose or vary the requirement, in the way proposed,

(b) to vary the permission or requirement in a different way, or impose a different

requirement, or

(c) to rescind a variation or requirement which has effect,

it must give A written notice.

(9) A notice under subsection (7) must inform A of A's right to refer the matter to the Tribunal.

(10) A notice under subsection (8)(b) must comply with subsection (5).

(11) If a notice informs A of A's right to refer a matter to the Tribunal, it must give an indication

of the procedure on such a reference.

(12) For the purposes of subsection (2)(c), whether a matter is open to review is to be determined

in accordance with section 391(8).

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55Y(1)-(12): United Kingdom 

Law In Force

[ 55Z Cancellation of Part 4A permission: procedure

(1) If a regulator proposes to cancel an authorised person's Part 4A permission otherwise than at

the person's request, it must give the person a warning notice.

(2) If a regulator decides to cancel an authorised person's Part 4A permission otherwise than at the

person's request, it must give the person a decision notice.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55Z(1)-(2): United Kingdom 

Financial Services and Markets Act 2000 Page 123
[Notification ]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Law In Force

[ 55Z1 Notification of ESMA

A regulator must notify ESMA of—

(a) the giving by it of a Part 4A permission to an investment firm, where the regulated

activities to which the permission relates are investment services and activities,

(b) the giving by it of a Part 4A permission to a management company (as defined in section

237(2)), where the regulated activities to which the permission relates fall within paragraph

8 of Schedule 2,

(c) the cancellation by it of a Part 4A permission of a description falling within paragraph

(b), or

(d) the cancellation by it of a Part 4A permission under section 55J(6), in reliance on any

one or more of the conditions in section 55K(1)(b) to (d).

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55Z1(a)-(d): United Kingdom 

Law In Force

[ 55Z2 Notification of EBA

(1) A regulator must notify EBA of—

(a) the giving by it of a Part 4A permission to a credit institution, where the regulated

activity to which the permission relates falls within paragraph 4 of Schedule 2, or

(b) the cancellation by it of a Part 4A permission of a description falling within paragraph

(a).

(2) “Credit institution”has the meaning given in section 1H(8).

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Financial Services and Markets Act 2000 Page 124
Extent

Pt IVA s. 55Z2(1)-(2): United Kingdom 

[ References to the Tribunal ]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Law In Force

[ 55Z3 Right to refer matters to the Tribunal

(1) An applicant who is aggrieved by the determination of an application made under this Part may

refer the matter to the Tribunal.

(2) An authorised person who is aggrieved by the exercise by either regulator of its own-initiative

variation power or its own-initiative requirement power may refer the matter to the Tribunal.

]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55Z3(1)-(2): United Kingdom 

[ Interpretation ]

1

Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Law In Force

[ 55Z4 Interpretation of Part 4A

In this Part—

“own-initiative requirement power”, in relation to the FCA or the PRA, is to be read in

accordance with section 55L(4) or 55M(4);

“own-initiative variation power”, in relation to the FCA or the PRA, is to be read in

accordance with section 55J(12).

]

1

Financial Services and Markets Act 2000 Page 125
Notes

1 Existing ss 40-55 substituted for a new Part 4A consisting of ss 55A-55Z4 by Financial Services Act 2012 c. 21

Pt 2 s.11(2) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions

as specified in 2012 c.21 Sch.20 paras 5 and 7)

Extent

Pt IVA s. 55Z4 definition of "own initiative requirement power"- definition of "own initiative variation power": United

Kingdom 

PART V

PERFORMANCE OF REGULATED ACTIVITIES

Prohibition orders

Law In Force

56.— Prohibition orders.

[ (1) The FCA may make a prohibition order if it appears to it that an individual is not a fit and

proper person to perform functions in relation to a regulated activity carried on by—

(a) an authorised person,

(b) a person who is an exempt person in relation to that activity, or

(c) a person to whom, as a result of Part 20, the general prohibition does not apply in relation

to that activity.

(1A) The PRA may make a prohibition order if it appears to it that an individual is not a fit and

proper person to perform functions in relation to a regulated activity carried on by—

(a) a PRA-authorised person, or

(b) a person who is an exempt person in relation to a PRAregulated activity carried on by

the person.

]

1

(2) [ A “prohibition order” is an order ]

2

 prohibiting the individual from performing a specified

function, any function falling within a specified description or any function.

(3) A prohibition order may relate to–

(a) a specified regulated activity, any regulated activity falling within a specified description

or all regulated activities;

[ (b) all persons falling within subsection (3A) or a particular paragraph of that subsection

or all persons within a specified class of person falling within a particular paragraph of that

subsection. ]

3

[ (3A) A person falls within this subsection if the person is—

(a) an authorised person,

(b) an exempt person, or

(c) a person to whom, as a result of Part 20, the general prohibition does not apply in relation

to a regulated activity.

Financial Services and Markets Act 2000 Page 126
]

4

(4) An individual who performs or agrees to perform a function in breach of a prohibition order is

guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard

scale.

(5) In proceedings for an offence under subsection (4) it is a defence for the accused to show that

he took all reasonable precautions and exercised all due diligence to avoid committing the offence.

(6) [ A person falling within subsection (3A)]

5

 must take reasonable care to ensure that no function

of his, in relation to the carrying on of a regulated activity, is performed by a person who is prohibited

from performing that function by a prohibition order.

(7) [ The regulator that has made [ the order ]

7

]

6

 may, on the application of the individual named

in a prohibition order, vary or revoke it.

[ (7A) If—

(a) the FCA proposes to vary or revoke a prohibition order, and

(b) as a result of the proposed variation or revocation, an individual—

(i) will no longer be prohibited from performing a function of interest to the PRA,

or

(ii) will be prohibited from performing such a function,

the FCA must consult the PRA before varying or revoking the order.

(7B) A function is of interest to the PRA if it is performed in relation to a regulated activity carried

on by—

(a) a PRA-authorised person, or

(b) a person who is an exempt person in relation to a PRAregulated activity carried on by

the person.

(7C) The PRA must consult the FCA before varying or revoking a prohibition order. ]

8

(8) [...]9

(9) “Specified” means specified in the prohibition order.

Notes

1

S.56(1) and (1A) substituted for s.56(1) by Financial Services Act 2012 c. 21 Pt 2 s.13(2) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.13(3) (April 1, 2013)

3

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.13(4) (April 1, 2013)

4 Added by Financial Services Act 2012 c. 21 Pt 2 s.13(5) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.13(6) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.13(7)(a) (April 1, 2013)

7 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.13(7)(b) (April 1, 2013)

8 Added by Financial Services Act 2012 c. 21 Pt 2 s.13(8) (April 1, 2013: insertion has effect on April 1, 2013 as

SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

9 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.13(9) (April 1, 2013)

Commencement

Pt V s. 56(1)-(9): September 3, 2001 for the purposes of prohibition orders coming into force no sooner than December

1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632

art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 127
Extent

Pt V s. 56(1)-(9): United Kingdom 

Law In Force

57.— Prohibition orders: procedure and right to refer to Tribunal.

(1) If [ a regulator ]

1

 proposes to make a prohibition order it must give the individual concerned

a warning notice.

(2) The warning notice must set out the terms of the prohibition.

(3) If [ a regulator ]

1

 decides to make a prohibition order it must give the individual concerned a

decision notice.

(4) The decision notice must–

(a) name the individual to whom the prohibition order applies;

(b) set out the terms of the order; and

(c) be given to the individual named in the order.

(5) A person against whom a decision to make a prohibition order is made may refer the matter to

the Tribunal.

[ (6) If—

(a) the FCA proposes to make a prohibition order, and

(b) as a result of the proposed order, an individual will be prohibited from performing a

function of interest to the PRA,

the FCA must consult the PRA before giving a warning notice under this section.

(7) A function is of interest to the PRA if it is performed in relation to a regulated activity carried

on by—

(a) a PRA-authorised person, or

(b) a person who is an exempt person in relation to a PRAregulated activity carried on by

the person.

(8) The PRA must consult the FCA before giving a warning notice under this section. ]

2

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.13(11) (April 1, 2013)

2 Added by Financial Services Act 2012 c. 21 Pt 2 s.13(12) (April 1, 2013: insertion has effect on April 1, 2013 as

SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Commencement

Pt V s. 57(1)-(5): September 3, 2001 for the purposes of prohibition orders coming into force no sooner than December

1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632

art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt V s. 57(1)-(8): United Kingdom 

Financial Services and Markets Act 2000 Page 128
Law In Force

58.— Applications relating to prohibitions: procedure and right to refer to Tribunal.

(1) This section applies to an application for the variation or revocation of a prohibition order.

(2) If the [ appropriate regulator ]

1

 decides to grant the application, it must give the applicant

written notice of its decision.

(3) If the [ appropriate regulator ]

1

 proposes to refuse the application, it must give the applicant

a warning notice.

(4) If the [ appropriate regulator ]

1

 decides to refuse the application, it must give the applicant a

decision notice.

(5) If the [ appropriate regulator ]

1

 gives the applicant a decision notice, he may refer the matter

to the Tribunal.

[ (6) “The appropriate regulator” means the regulator to which the application is made. ]

2

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.2(2) (April 1, 2013)

2 Added by Financial Services Act 2012 c. 21 Sch.5 para.2(3) (April 1, 2013)

Commencement

Pt V s. 58(1)-(5): September 3, 2001 for the purposes of prohibition orders coming into force no sooner than December

1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632

art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt V s. 58(1)-(6): United Kingdom 

Approval

Law In Force

59.— Approval for particular arrangements.

(1) An authorised person (“A”) must take reasonable care to ensure that no person performs a

controlled function under an arrangement entered into by A in relation to the carrying on by A of

a regulated activity, unless [ the appropriate regulator ]

1

 approves the performance by that person

of the controlled function to which the arrangement relates.

(2) An authorised person (“A”) must take reasonable care to ensure that no person performs a

controlled function under an arrangement entered into by a contractor of A in relation to the carrying

on by A of a regulated activity, unless [ the appropriate regulator ]

1

 approves the performance by

that person of the controlled function to which the arrangement relates.

[ (3) “Controlled function”—

(a) in relation to the carrying on of a regulated activity by a PRA-authorised person, means

a function of a description specified in rules made by the FCA or the PRA, and

Financial Services and Markets Act 2000 Page 129
(b) in relation to the carrying on of a regulated activity by any other authorised person,

means a function of a description specified in rules made by the FCA.

(4) “The appropriate regulator”—

(a) in relation to a controlled function which is of a description specified in rules made by

the FCA, means the FCA, and

(b) in relation to a controlled function which is of a description specified in rules made by

the PRA, means the PRA with the consent of the FCA.

(5) The FCA may specify a description of function under subsection (3)(a) or (b) only if, in relation

to the carrying on of a regulated activity by an authorised person, it is satisfied that the function

is—

(a) a customer-dealing function, or

(b) a significant-influence function.

(6) The PRA may specify a description of function under subsection (3)(a) only if, in relation to

the carrying on of a regulated activity by a PRA-authorised person, it is satisfied that the function

is a significant-influence function.

(7) In determining whether a function is a significant-influence function, the FCA or the PRA may

take into account the likely consequences of a failure to discharge the function properly.

(7A) “Customer-dealing function”, in relation to the carrying on of a regulated activity by an

authorised person (“A”), means a function that will involve the person performing it in dealing

with—

(a) customers of A, or

(b) property of customers of A,

in a manner substantially connected with the carrying on of the activity.

(7B) “Significant-influence function”, in relation to the carrying on of a regulated activity by an

authorised person, means a function that is likely to enable the person responsible for its performance

to exercise a significant influence on the conduct of the authorised person's affairs, so far as relating

to the activity. ]

2

[ (7C) A regulator may not exercise the power in subsection (3) so as to provide for a function to

be a controlled function in relation to the carrying on of the regulated activity of managing an AIF

by an AIFM which—

(a) is also an AIF;

(b) does not manage any AIF other than itself;

(c) is a body corporate; and

(d) is not a collective investment scheme.

]

3

(8) Neither subsection (1) nor subsection (2) applies to an arrangement which allows a person to

perform a function if the question of whether he is a fit and proper person to perform the function

is reserved under any of the single market directives [ or the emission allowance auctioning

regulation ]

4

 to an authority in a country or territory outside the United Kingdom.

(9) [...]5

(10) “Arrangement”–

(a) means any kind of arrangement for the performance of a function of A which is entered

into by A or any contractor of his with another person; and

Financial Services and Markets Act 2000 Page 130
(b) includes, in particular, that other person's appointment to an office, his becoming a

partner or his employment (whether under a contract of service or otherwise).

(11) “Customer” in relation to an authorised person, means a person who is using, or who is or may

be contemplating using, any of the services provided by the authorised person.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.14(1)(a) (January 24, 2013 for the purpose of making

arrangements under 2000 c.8 s.59B, the issue of statements of principle under 2000 c.8 s.64 and the making of

rules as specified in SI 2013/13 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

2

S.59(3)-(7B) substituted for s.59(3)-(7) by Financial Services Act 2012 c. 21 Pt 2 s.14(1)(b) (January 24, 2013:

substitution has effect as SI 2013/113 for the purpose of making arrangements under 2000 c.8 s.59B, the issue of

statements of principle under 2000 c.8 s.64 and the making of rules subject to transitional provisions specified in

2012 c.21 Sch.20 para.7; April 1, 2013 otherwise)

3 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.7 (July 22, 2013: insertion

has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

4 Words inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.3(4) (July 20, 2012)

5 Repealed by Financial Services Act 2012 c. 21 Sch.5 para.3 (April 1, 2013 as SI 2013/423)

Commencement

Pt V s. 59(1)-(11): June 18, 2001 for the purposes of making rules; September 3, 2001 for the purposes of approvals,

and applications for approvals, coming into force no sooner than December 1, 2001, the commencement date of 2000

c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/2632 art. 2(2),

Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt V s. 59(1)-(11): United Kingdom 

Law In Force

[ 59A Specifying functions as controlled functions: supplementary

(1) The FCA must—

(a) keep under review the exercise of its power under section 59(3)(a) to specify any

significant-influence function as a controlled function, and

(b) exercise that power in a way that it considers will minimise the likelihood that approvals

fall to be given by both the FCA and the PRA in respect of the performance by a person of

significant-influence functions in relation to the carrying on of a regulated activity by the

same PRA-authorised person.

(2) The FCA and the PRA must each consult the other before exercising any power under section

59(3)(a).

(3) Any reference in this section to the exercise of a power includes its exercise by way of

amendment or revocation of provision previously made in the exercise of the power.

(4) “Approval” means an approval under section 59.

(5) Any expression which is used both in this section and section 59 has the same meaning in this

section as in that section.

]

1

Financial Services and Markets Act 2000 Page 131
Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.14(2) (January 24, 2013: insertion has effect as SI 2013/113

for the purpose of making arrangements under 2000 c.8 s.59B, the issue of statements of principle under 2000 c.8

s.64 and the making of rules subject to transitional provisions specified in 2012 c.21 Sch.20 para.7; April 1, 2013

otherwise)

Extent

Pt V s. 59A(1)-(5): United Kingdom 

Law In Force

[ 59B Role of FCA in relation to PRA decisions

(1) The FCA may arrange with the PRA that in such cases as may be described in the arrangements

the PRA may give approval under section 59 without obtaining the consent of the FCA.

(2) Arrangements under this section must be in writing, and must specify the date on which they

come into force.

(3) The regulators must publish any arrangements under this section in such manner as they think

fit.

(4) Section 59(4)(b) has effect subject to any arrangements in force under this section.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.14(2) (January 24, 2013: insertion has effect as SI 2013/113

for the purpose of making arrangements under 2000 c.8 s.59B, the issue of statements of principle under 2000 c.8

s.64 and the making of rules subject to transitional provisions specified in 2012 c.21 Sch.20 para.7; April 1, 2013

otherwise)

Extent

Pt V s. 59B(1)-(4): United Kingdom 

Law In Force

60.— Applications for approval.

(1) An application for the [ appropriate regulator's]

1

 approval under section 59 may be made by

the authorised person concerned.

(2) The application must–

(a) be made in such manner as the [ appropriate regulator ]

1

 may direct; and

(b) contain, or be accompanied by, such information as the [ appropriate regulator ]

1

 may

reasonably require.

[ (3) At any time after the application is received and before it is determined, the appropriate

regulator may require the applicant to provide it with such further information as it reasonably

considers necessary to enable it to determine the application or, as the case requires, to decide

whether to give consent. ]

2

Financial Services and Markets Act 2000 Page 132
(4) The [ appropriate regulator ]

1

 may require an applicant to present information which he is

required to give under this section in such form, or to verify it in such a way, as the [ appropriate

regulator ]

1

 may direct.

(5) Different directions may be given, and different requirements imposed, in relation to different

applications or categories of application.

(6) “The authorised person concerned”includes a person who has applied for permission under

[ Part 4A ]

3

 and will be the authorised person concerned if permission is given.

[ (7) The PRA must consult the FCA before—

(a) giving a direction under subsection (2)(a) in relation to a class of applicants, or

(b) imposing a requirement under subsection (2)(b) on a class of applicants.

(8) The PRA must as soon as practicable notify the FCA of the receipt or withdrawal of an

application to the PRA, unless the case is one in which by virtue of arrangements under section

59B the consent of the FCA is not required.

(9) “The appropriate regulator”—

(a) in relation to a controlled function which is of a description specified in rules made by

the FCA, means the FCA;

(b) in relation to a controlled function which is of a description specified in rules made by

the PRA, means the PRA, and for the purposes of subsection (3) also includes the FCA in

cases where the consent of the FCA is required.

]

4

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.4(1) (January 24, 2013 for the purpose of giving

directions or the imposition of requirements; April 1, 2013 otherwise)

2

Substituted by Financial Services Act 2012 c. 21 Sch.5 para.4(2) (January 24, 2013 for the purpose of giving

directions or the imposition of requirements; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.4(3) (January 24, 2013 for the purpose of giving

directions or the imposition of requirements; April 1, 2013 otherwise)

4 Added by Financial Services Act 2012 c. 21 Sch.5 para.4(4) (January 24, 2013: insertion has effect on January

24, 2013 for the purpose of giving directions or the imposition of requirements as specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Commencement

Pt V s. 60(1)-(6): June 18, 2001 for the purposes of giving directions or imposing requirements as mentioned in 2000

c.8 s.60(2) or (4); September 3, 2001 for the purposes of approvals, and applications for approvals, coming into force

no sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8

Pt II s. 19; SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt V s. 60(1)-(9)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 133
Law In Force

61.— Determination of applications.

(1) [ The regulator to which an application is made under section 60 may grant the application ]

1

only if it is satisfied that the person in respect of whom the application is made (“the candidate”)

is a fit and proper person to perform the function to which the application relates.

(2) In deciding that question, [ the regulator ]

2

 may have regard (among other things) to whether

the candidate, or any person who may perform a function on his behalf–

(a) has obtained a qualification,

(b) has undergone, or is undergoing, training, or

(c) possesses a level of competence,

required by general rules [ made by that regulator ]

3

 in relation to persons performing functions

of the kind to which the application relates.

[ (2A) Subsections (1) and (2) apply in relation to the giving by the FCA of any required consent

as they apply in relation to the grant of the application. ]

4

(3) [ The regulator to which an application is made under section 60 must, before the end of the

period for consideration, determine ]

5

 whether–

(a) to grant the application; or

(b) to give a warning notice under section 62(2).

[ (3A) “The period for consideration”—

(a) in any case where the application under section 60 is made by a person applying for

permission under Part 4A (see section 60(6)), means whichever ends last of—

(i) the period within which the application for that permission must be determined

under section 55V(1) or (2), and

(ii) the period of 3 months beginning with the date on which the regulator receives

the application under section 60, and

(b) in any other case, means the period of 3 months beginning with the date on which the

regulator receives the application under section 60.

]

6

(4) If [ a regulator ]

7

 imposes a requirement under section 60(3), the period for consideration stops

running on the day on which the requirement is imposed but starts running again–

(a) on the day on which the required information is received by [ a regulator ]

7

 ; or

(b) if the information is not provided on a single day, on the last of the days on which it

is received by [ a regulator ]

7

 .

(5) A person who makes an application under section 60 may withdraw his application by giving

written notice to the [ regulator to which the application was made ]

8

 at any time before the

[ regulator ]

9

 determines it, but only with the consent of–

(a) the candidate; and

(b) the person by whom the candidate is to be retained to perform the function concerned,

if not the applicant.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.5(2) (April 1, 2013 as SI 2013/423)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.5(3)(a) (April 1, 2013 as SI 2013/423)

3 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.5(3)(b) (April 1, 2013 as SI 2013/423)

Financial Services and Markets Act 2000 Page 134
4 Added by Financial Services Act 2012 c. 21 Sch.5 para.5(4) (April 1, 2013 as SI 2013/423)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.5(5) (April 1, 2013 as SI 2013/423)

6 Added by Financial Services Act 2012 c. 21 Sch.5 para.5(6) (April 1, 2013 as SI 2013/423)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.5(7) (April 1, 2013 as SI 2013/423)

8 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.5(8)(a) (April 1, 2013 as SI 2013/423)

9 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.5(8)(b) (April 1, 2013 as SI 2013/423)

Commencement

Pt V s. 61(1)-(5)(b): September 3, 2001 for the purposes of approvals, and applications for approvals, coming into

force no sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise (2000

c. 8 Pt II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt V s. 61(1)-(5)(b): United Kingdom 

Law In Force

62.— Applications for approval: procedure and right to refer to Tribunal.

(1) [ If the regulator to which an application is made under section 60 (“an application”) decides

to grant the application, it]

1

 must give written notice of its decision to each of the interested parties.

(2) If [ the regulator to which an application is made ]

2

 proposes to refuse [ the application ]

3

 , it

must give a warning notice to each of the interested parties.

(3) If [ the regulator to which an application is made ]

2

 decides to refuse [ the application ]

3

 , it

must give a decision notice to each of the interested parties.

(4) If [ the regulator to which an application is made ]

2

 decides to refuse [ the application ]

3

 ,

each of the interested parties may refer the matter to the Tribunal.

(5) “The interested parties”, in relation to an application, are–

(a) the applicant;

(b) the person in respect of whom the application is made (“A”); and

(c) the person by whom A's services are to be retained, if not the applicant.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.6(2) (April 1, 2013 as SI 2013/423)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.6(3)(a) (April 1, 2013 as SI 2013/423)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.6(3)(b) (April 1, 2013 as SI 2013/423)

Commencement

Pt V s. 62(1)-(5)(c): September 3, 2001 for the purposes of approvals, and applications for approvals, coming into

force no sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise (2000

c. 8 Pt II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt V s. 62(1)-(5)(c): United Kingdom 

Financial Services and Markets Act 2000 Page 135
Law In Force

63.— Withdrawal of approval.

[ (1) The FCA may withdraw an approval under section 59 given by the FCA or the PRA in relation

to the performance by a person of a function if the FCA considers that the person is not a fit and

proper person to perform the function.

(1A) The PRA may withdraw an approval under section 59 in relation to the performance by a

person (“A”) of a function if—

(a) the PRA gave the approval, or the FCA gave the approval and the function is a

significant-influence function performed in relation to the carrying on by a PRA-authorised

person of a regulated activity, and

(b) the PRA considers that A is not a fit and proper person to perform the function.

(1B) “Significant-influence function”has the same meaning as in section 59.

(1C) Before one regulator withdraws an approval given by the other regulator, it must consult the

other regulator. ]

1

(2) When considering whether to withdraw [ an approval, the FCA or the PRA may take into

account any matter which could be taken into account in ]

2

 considering an application made under

section 60 in respect of the performance of the function to which the approval relates [ (on the

assumption, if it is not the case, that the application was one falling to be considered by it) ]

3

 .

(3) If [ a regulator ]

4

 proposes to withdraw [ an approval ]

5

 , it must give each of the interested

parties a warning notice.

(4) If [ a regulator ]

4

 decides to withdraw [ an approval ]

5

 , it must give each of the interested

parties a decision notice.

(5) If [ a regulator ]

4

 decides to withdraw [ an approval ]

5

 , each of the interested parties may

refer the matter to the Tribunal.

(6) “The interested parties”, in relation to an approval, are–

(a) the person on whose application it was given (“A”);

(b) the person in respect of whom it was given (“B”); and

(c) the person by whom B's services are retained, if not A.

Notes

1

S.63(1)-(1C) substituted for s.63(1) by Financial Services Act 2012 c. 21 Pt 2 s.14(3) (January 24, 2013: substitution

has effect as SI 2013/113 for the purpose of making arrangements under 2000 c.8 s.59B, the issue of statements

of principle under 2000 c.8 s.64 and the making of rules subject to transitional provisions specified in 2012 c.21

Sch.20 para.7; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.7(2)(a) (April 1, 2013 as SI 2013/423)

3 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.7(2)(b) (April 1, 2013 as SI 2013/423)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.7(3)(a) (April 1, 2013 as SI 2013/423)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.7(3)(b) (April 1, 2013 as SI 2013/423)

Commencement

Pt V s. 63(1)-(6)(c): September 3, 2001 for the purposes of approvals, and applications for approvals, coming into

force no sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise (2000

c. 8 Pt II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 136
Extent

Pt V s. 63(1)-(6)(c): United Kingdom 

[ Performance of controlled functions without approval ]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.11 (June 8, 2010)

Law In Force

[ 63A Power to impose penalties

(1) If the [ appropriate regulator ]

2

 is satisfied that—

(a) a person (“P”) has at any time performed a controlled function without approval, and

(b) at that time P knew, or could reasonably be expected to have known, that P was

performing a controlled function without approval,

it may impose a penalty on P of such amount as it considers appropriate.

(2) For the purposes of this section P performs a controlled function without approval at any time

if at that time—

(a) P performs a controlled function under an arrangement entered into by an authorised

person (“A”), or by a contractor of A, in relation to the carrying on by A of a regulated

activity; and

(b) the performance by P of the function was not approved under section 59.

(3) The [ appropriate regulator ]

2

 may not impose a penalty under this section after the end of the

limitation period unless, before the end of that period, it has given a warning notice to the person

concerned under section 63B(1).

(4) “The limitation period” means the period of three years beginning with the first day on which

the [ appropriate regulator ]

2

 knew that the person concerned had performed a controlled function

without approval .

(5) For this purpose the [ appropriate regulator ]

2

 is to be treated as knowing that a person has

performed a controlled function without approval if it has information from which that can reasonably

be inferred.

[ (5A) “The appropriate regulator”—

(a) in relation to a controlled function which is of a description specified in rules made by

the FCA, means the FCA, and

(b) in relation to a controlled function which is of a description specified in rules made by

the PRA, means the PRA.

]

3

(6) Any [ other ]

4

 expression which is used both in this section and section 59 has the same

meaning in this section as in that section.

]

1

Financial Services and Markets Act 2000 Page 137
Notes

1 Added by Financial Services Act 2010 c. 28 s.11 (June 8, 2010)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.8(a) (April 1, 2013 as SI 2013/423)

3 Added by Financial Services Act 2012 c. 21 Sch.5 para.8(b) (April 1, 2013 as SI 2013/423)

4 Word inserted by Financial Services Act 2012 c. 21 Sch.5 para.8(c) (April 1, 2013 as SI 2013/423)

Extent

Pt V s. 63A(1)-(6): United Kingdom 

Law In Force

[ 63B Procedure and right to refer to Tribunal

(1) If [ a regulator ]

2

 proposes to impose a penalty on a person under section 63A, it must give

the person a warning notice.

(2) A warning notice must state the amount of the penalty.

(3) If [ a regulator ]

2

 decides to impose a penalty on a person under section 63A, it must give the

person a decision notice.

(4) A decision notice must state the amount of the penalty.

(5) If [ a regulator ]

2

 decides to impose a penalty on a person under section 63A, the person may

refer the matter to the Tribunal.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.11 (June 8, 2010)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.9 (April 1, 2013 as SI 2013/423)

Extent

Pt V s. 63B(1)-(5): United Kingdom 

Law In Force

[ 63C Statement of policy

(1) [ Each regulator ]

2

 must prepare and issue a statement of its policy with respect to—

(a) the imposition of penalties under section 63A; and

(b) the amount of penalties under that section.

(2) [ Each regulator's]

3

 policy in determining whether a penalty should be imposed, and what the

amount of a penalty should be, must include having regard to—

(a) the conduct of the person on whom the penalty is to be imposed;

(b) the extent to which the person could reasonably be expected to have known that a

controlled function was performed without approval;

(c) the length of the period during which the person performed a controlled function without

approval; and

Financial Services and Markets Act 2000 Page 138
(d) whether the person on whom the penalty is to be imposed is an individual.

(3) [ Each regulator's]

3

 policy in determining whether a penalty should be imposed on a person

must also include having regard to the appropriateness of taking action against the person instead

of, or in addition to, taking action against an authorised person.

(4) A statement issued under this section must include an indication of the circumstances in which

[ the regulator that has issued the statement ]

4

 would expect to be satisfied that a person could

reasonably be expected to have known that the person was performing a controlled function without

approval.

(5) [ A regulator ]

5

 may at any time alter or replace a statement issued [ by it ]

6

 under this section.

(6) If a statement issued under this section is altered or [ replaced by a regulator, the regulator ]

7

must issue the altered or replaced statement.

(7) [ A regulator]

8

 must, without delay, give the Treasury a copy of any statement which it publishes

under this section.

(8) A statement issued under this section [ by a regulator ]

9

 must be published by the [regulator]

10

in the way appearing to the [ regulator ]

10 to be best calculated to bring it to the attention of the

public.

(9) The [ regulator ]

11 may charge a reasonable fee for providing a person with a copy of the

statement.

(10) In exercising, or deciding whether to exercise, its power under section 63A in the case of any

particular person, [ a regulator ]

12 must have regard to any statement of policy published [ by it

]

13 under this section and in force at a time when the person concerned performed a controlled

function without approval.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.11 (June 8, 2010)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.10(2) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.10(3) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.10(4) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.10(5)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

6 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.10(5)(b) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.10(6) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

8 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.10(7) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

9 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.10(8)(a) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 139
10 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.10(8)(b) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

11 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.10(9) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

12 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.10(10)(a) (January 24, 2013 for the purpose

of the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

13 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.10(10)(b) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

Extent

Pt V s. 63C(1)-(10): United Kingdom 

Law In Force

[ 63D Statement of policy: procedure

(1) Before [ a regulator issues]

2

 a statement under section 63C , the [ regulator ]

3

 must publish

a draft of the proposed statement in the way appearing to the [ regulator ]

3

 to be best calculated to

bring it to the attention of the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the [ regulator ]

4

 within a specified time.

(3) Before issuing the proposed statement, the [regulator]

5

 must have regard to any representations

made to it in accordance with subsection (2).

(4) If the [ regulator ]

5

 issues the proposed statement it must publish an account, in general terms,

of—

(a) the representations made to it in accordance with subsection (2); and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the

opinion of the [ regulator ]

5

 , significant, the [ regulator ]

5

 must (in addition to complying with

subsection (4)) publish details of the difference.

(6) [ A regulator ]

6

 may charge a reasonable fee for providing a person with a copy of a draft

published [ by it ]

7

 under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.11 (June 8, 2010)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.11(2)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.11(2)(b) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

Financial Services and Markets Act 2000 Page 140
4 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.11(3) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

5 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.11(3) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.11(4)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

7 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.11(4)(b) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

Extent

Pt V s. 63D(1)-(7): United Kingdom 

Conduct [ of approved persons]

1

Notes

1 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.7 (June 8, 2010)

Law In Force

64.— Conduct: statements and codes.

[ (1) The FCA may issue statements of principle with respect to the conduct expected of persons

in relation to whom either regulator has given its approval under section 59.

(1A) The PRA may issue statements of principle with respect to—

(a) the conduct expected of persons in relation to whom it has given its approval under

section 59, and

(b) the conduct expected of persons in relation to whom the FCA has given its approval

under section 59 in respect of the performance by them of significant-influence functions

in relation to the carrying on by PRA-authorised persons of regulated activities.

(1B) A statement of principle issued by either regulator may relate to conduct expected of persons

in relation to—

(a) the performance by them of controlled functions, or

(b) the performance by them of any other functions in relation to the carrying on by

authorised persons of regulated activities.

]

1

(2) If [ a regulator ]

2

 issues a statement of principle under subsection (1) [ or (1A) ]

3

 , it must

also issue a code of practice for the purpose of helping to determine whether or not a person's

conduct complies with the statement of principle.

(3) A code issued under subsection (2) may specify–

(a) descriptions of conduct which, in the opinion of the [ regulator issuing the code ]

4

 ,

comply with a statement of principle;

(b) descriptions of conduct which, in the opinion of the [ regulator issuing the code ]

4

 ,

do not comply with a statement of principle;

Financial Services and Markets Act 2000 Page 141
(c) factors which, in the opinion of the [ regulator issuing the code ]

4

 , are to be taken into

account in determining whether or not a person's conduct complies with a statement of

principle.

(4) [ A regulator ]

5

 may at any time alter or replace a statement or code issued [ by it ]

6

 under

this section.

(5) If a statement or code is altered or replaced [ by a regulator ]

7

 , the altered or replacement

statement or code must be issued by the [ regulator ]

8

 .

(6) A statement or code issued under this section must be published by [ the regulator that issued

it ]

9

 in the way appearing to [ that regulator ]

10 to be best calculated to bring it to the attention of

the public.

(7) A code published under this section and in force at the time when any particular conduct takes

place may be relied on so far as it tends to establish whether or not that conduct complies with a

statement of principle.

(8) Failure to comply with a statement of principle under this section does not of itself give rise to

any right of action by persons affected or affect the validity of any transaction.

(9) A person is not to be taken to have failed to comply with a statement of principle if he shows

that, at the time of the alleged failure, it or its associated code of practice had not been published.

(10) [ A regulator ]

11 must, without delay, give the Treasury a copy of any statement or code which

it publishes under this section.

(11) The power under this section to issue statements of principle and codes of practice–

(a) includes power to make different provision in relation to persons, cases or circumstances

of different descriptions; and

[ (b) is to be treated for the purposes of section 1B(6)(a) as part of the FCA's rule-making

functions (where the power is exercisable by the FCA) and is to be treated for the purposes

of section 2J(1)(a) as part of the PRA's rule-making functions (where the power is exercisable

by the PRA). ]

12

(12) [ A regulator ]

13 may charge a reasonable fee for providing a person with a copy of a statement

or code published [ by it ]

14 under this section.

[ (13) Any expression which is used both in this section and section 59 has the same meaning in

this section as in that section. ]

15

Notes

1

S.64(1)-(1B) substituted for s.64(1) by Financial Services Act 2012 c. 21 Pt 2 s.14(4) (January 24, 2013 for the

purpose of making arrangements under 2000 c.8 s.59B, the issue of statements of principle under 2000 c.8 s.64

and the making of rules as specified in SI 2013/13 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.12(2)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

3 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.12(2)(b) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.12(3) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 142
5 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.12(4)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

6 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.12(4)(b) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

7 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.12(5)(a) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

8 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.12(5)(b) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.12(6)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.12(6)(b) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

11 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.12(7) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

12 Substituted by Financial Services Act 2012 c. 21 Sch.5 para.12(8) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

13 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.12(9)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

14 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.12(9)(b) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

15 Substituted by Financial Services Act 2012 c. 21 Sch.5 para.12(10) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

Commencement

Pt V s. 64(1)-(13): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt V s. 64(1)-(13): United Kingdom 

Law In Force

65.— Statements and codes: procedure.

[ (1) Before a regulator issues a statement or code under section 64, it must—

(a) consult the other regulator; and

(b) after doing so, publish a draft of the statement or code in the way appearing to it to be

best calculated to bring the statement or code to the attention of the public.

(1A) The duty of the FCA to consult the PRA under subsection (1)(a) applies only in so far as the

statement or code applies to persons in relation to whom approval is given under section 59 in

respect of the performance by them of significant-influence functions (within the meaning of that

section) in relation to the carrying on by PRA authorised persons of regulated activities. ]

1

(2) The draft must be accompanied by–

(a) a cost benefit analysis; and

Financial Services and Markets Act 2000 Page 143
(b) notice that representations about the proposal may be made to [the regulator publishing

the draft ]

2

 within a specified time.

(3) Before [ a regulator issues]

3

 the proposed statement or code, [ it ]

4

 must have regard to any

representations made to it in accordance with subsection (2)(b).

(4) If [ a regulator ]

5

 issues the proposed statement or code it must publish an account, in general

terms, of–

(a) the representations made to it in accordance with subsection (2)(b); and

(b) its response to them.

(5) If the statement or code differs from the draft published under subsection (1) in a way which

is, in the opinion of [ the regulator issuing the statement or code ]

6

 , significant–

(a) [ the regulator ]

7

 must (in addition to complying with subsection (4)) publish details

of the difference; and

(b) those details must be accompanied by a cost benefit analysis.

(6) Neither subsection (2)(a) nor subsection (5)(b) applies if [the regulator concerned ]

8

 considers–

(a) that, making the appropriate comparison, there will be no increase in costs; or

(b) that, making that comparison, there will be an increase in costs but the increase will be

of minimal significance.

[ (7) Subsections (1)(b) and (2) to (6) do not apply in relation to—

(a) a statement or code issued by the FCA if it considers that the delay involved in complying

with them would be prejudicial to the interests of consumers, as defined in section 425A;

or

(b) a statement or code issued by the PRA if it considers that the delay involved in complying

with them would—

(i) be prejudicial to the safety and soundness of PRAauthorised persons, or

(ii) in a case where section 2C applies, be prejudicial to securing the appropriate

degree of protection for policyholders.

]

9

(8) A statement or code must state that it is issued under section 64.

(9) [ A regulator ]

10 may charge a reasonable fee for providing a copy of a draft published [ by

it ]

11 under subsection (1).

(10) This section also applies to a proposal to alter or replace a statement or code.

[ (11) “Cost benefit analysis” means—

(a) an analysis of the costs together with an analysis of the benefits that will arise—

(i) if the proposed statement or code is issued, or

(ii) if subsection (5)(b) applies, from the statement or code that has been issued,

and

(b) subject to subsection (11A), an estimate of those costs and of those benefits.

(11A) If, in the opinion of the regulator concerned—

(a) the costs or benefits referred to in subsection (11) cannot reasonably be estimated, or

(b) it is not reasonably practicable to produce an estimate,

the cost benefit analysis need not estimate them, but must include a statement of the opinion of the

regulator concerned and an explanation of it.

]

12

Financial Services and Markets Act 2000 Page 144
(12) “The appropriate comparison” means –

(a) in relation to subsection (2)(a), a comparison between the overall position if the statement

or code is issued and the overall position if it is not issued;

(b) in relation to subsection (5)(b), a comparison between the overall position after the

issuing of the statement or code and the overall position before it was issued.

Notes

1

S.65(1)-(1A) substituted for s.65(1) by Financial Services Act 2012 c. 21 Sch.5 para.13(2) (January 24, 2013:

substitution has effect on January 24, 2013 for the purpose of the preparation and issue of a statement of policy,

a statement of principle or a code of practice as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.13(3) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.13(4)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.13(4)(b) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.13(5) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.13(6)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.13(6)(b) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

8 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.13(7) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

9

Substituted by Financial Services Act 2012 c. 21 Sch.5 para.13(8) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.13(9)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

11 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.13(9)(b) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

12 S.65(11)-(11A) substituted for s.65(11) by Financial Services Act 2012 c. 21 Sch.5 para.13(10) (January 24, 2013

for the purpose of the preparation and issue of a statement of policy, a statement of principle or a code of practice;

April 1, 2013 otherwise)

Commencement

Pt V s. 65(1)-(12)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt V s. 65(1)-(12)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 145
Law In Force

66.— Disciplinary powers.

(1) [ A regulator ]

1

 may take action against a person under this section [ (whether or not it has

given its approval in relation to the person) ]

2

 if–

(a) it appears to the [ regulator ]

3

 that he is guilty of misconduct; and

(b) the [ regulator ]

3

 is satisfied that it is appropriate in all the circumstances to take action

against him.

[ (2) For the purposes of action by the FCA, a person is guilty of misconduct if, while an approved

person—

(a) the person has failed to comply with a statement of principle issued by the FCA under

section 64, or

(b) the person has been knowingly concerned in a contravention by the relevant authorised

person of a requirement imposed on that authorised person—

(i) by or under this Act, [...]5

[ (ia) by the Alternative Investment Fund Managers Regulations 2013, or ]

5

(ii) by any qualifying EU provision specified, or of a description specified, for the

purposes of this subsection by the Treasury by order.

(2A) For the purposes of action by the PRA, a person is guilty of misconduct if, while an approved

person in respect of the performance of a significant-influence function in relation to the carrying

on by a PRA-authorised person of a regulated activity—

(a) the person has failed to comply with a statement of principle issued by the PRA under

section 64, or

(b) the person has been knowingly concerned in a contravention by the relevant authorised

person of a requirement imposed on that authorised person—

(i) by or under this Act, or

(ii) by any qualifying EU provision specified, or of a description specified, for the

purposes of this subsection by the Treasury by order.

]

4

(3) If the [ regulator ]

6

 is entitled to take action under this section against a person, [ it may do

one or more of the following- ]

7

(a) impose a penalty on him of such amount as it considers appropriate; [...]8

[ (aa) suspend, for such period as it considers appropriate, any approval of the performance

by him of any function to which the approval relates;

(ab) impose, for such period as it considers appropriate, such limitations or other restrictions

in relation to the performance by him of any function to which any approval relates as it

considers appropriate; or ]

8

(b) publish a statement of his misconduct.

[ (3A) The period for which a suspension or restriction is to have effect may not exceed two years.

(3B) A suspension or restriction may have effect in relation to part of a function.

(3C) A restriction may, in particular, be imposed so as to require any person to take, or refrain from

taking, specified action.

(3D) [ The regulator taking action under this section ]

10 may—

(a) withdraw a suspension or restriction; or

Financial Services and Markets Act 2000 Page 146
(b) vary a suspension or restriction so as to reduce the period for which it has effect or

otherwise to limit its effect.

]

9

(4) [ A regulator ]

11 may not take action under this section after the end of the period of [ three

years]

12 beginning with the first day on which [ the regulator ]13 knew of the misconduct, unless

proceedings in respect of it against the person concerned were begun before the end of that period.

(5) For the purposes of subsection (4)–

(a) [ a regulator ]

14 is to be treated as knowing of misconduct if it has information from

which the misconduct can reasonably be inferred; and

(b) proceedings against a person in respect of misconduct are to be treated as begun when

a warning notice is given to him under section 67(1).

[ (5A) “Approval” means an approval given under section 59. ]

15

[ (6) “Approved person” means a person in relation to whom an approval is given under that

section. ]

16

(7) “Relevant authorised person”, in relation to an approved person, means the person on whose

application approval [...]17 was given.

[ (8) In relation to any time while a suspension is in force under subsection (3)(aa) in relation to

part of a function, any reference in section 59 or 63A to the performance of a function includes the

performance of part of a function.

(9) If at any time a restriction imposed under subsection (3)(ab) is contravened, the approval in

relation to the person concerned is to be treated for the purposes of sections 59 and 63A as if it had

been withdrawn at that time. ]

18

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.14(2)(a)(i) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.14(2)(a)(ii) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.14(2)(b) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

4

S.66(2) and (2A) substituted for s.66(2) by Financial Services Act 2012 c. 21 Sch.5 para.14(3) (January 24, 2013

for the purposes of making orders or regulations; April 1, 2013 otherwise)

5 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.8 (July 22, 2013: insertion

has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

6 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.14(4) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

7 Words substituted by Financial Services Act 2010 c. 28 s.12(2)(a) (June 8, 2010)

8 Added by Financial Services Act 2010 c. 28 s.12(2)(b) (June 8, 2010)

9 Added by Financial Services Act 2010 c. 28 s.12(3) (June 8, 2010)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.14(5) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

11 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.14(6)(a) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

12 Words substituted by Financial Services Act 2010 c. 28 s.12(4) (June 8, 2010)

Financial Services and Markets Act 2000 Page 147
13 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.14(6)(b) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

14 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.14(7) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

15 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.8(2) (June 8, 2010)

16 Substituted by Financial Services Act 2012 c. 21 Sch.5 para.14(8) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

17 Words repealed by Financial Services Act 2010 c. 28 Sch.2(1) para.8(3) (June 8, 2010)

18 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.8(4) (June 8, 2010)

Commencement

Pt V s. 66(1)-(7): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt V s. 66(1)-(9): United Kingdom 

Law In Force

67.— Disciplinary measures: procedure and right to refer to Tribunal.

(1) If [ a regulator ]

1

 proposes to take action against a person under section 66 , it must give him

a warning notice [ ; and if it proposes to take action under subsection (3)(aa) or (ab) of that section,

it must also give each of the other interested parties a warning notice ]

2

 .

(2) A warning notice about a proposal to impose a penalty must state the amount of the penalty.

[ (2A) A warning notice about a proposal—

(a) to suspend an approval, or

(b) to impose a restriction in relation to the performance of a function,

must state the period for which the suspension or restriction is to have effect.

]

3

(3) A warning notice about a proposal to publish a statement must set out the terms of the statement.

(4) If [ a regulator ]

1

 decides to take action against a person under section 66 , it must give him a

decision notice [ ; and if it decides to take action under subsection (3)(aa) or (ab) of that section,

it must also give each of the other interested parties a decision notice ]

4

 .

(5) A decision notice about the imposition of a penalty must state the amount of the penalty.

[ (5A) A decision notice about—

(a) the suspension of an approval, or

(b) the imposition of a restriction in relation to the performance of a function,

must state the period for which the suspension or restriction is to have effect.

]

5

(6) A decision notice about the publication of a statement must set out the terms of the statement.

(7) If [ a regulator ]

6

 decides to take action against a person under section 66 , he may refer the

matter to the Tribunal [ ; and if [ the regulator ]

8

 decides to take action under section 66(3)(aa)

or (ab), each of the other interested parties may also refer the matter to the Tribunal ]

7

 .

[ (8) “Approval” means an approval given under section 59.

Financial Services and Markets Act 2000 Page 148
(9) “Other interested parties”, in relation to [ a person (“A”) in relation to whom approval has been

given, ]

10 are—

(a) the person on whose application the approval was given (“B”); and

(b) the person by whom A's services are retained, if not B.

[...]11. ]

9

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.15(2) (April 1, 2013 as SI 2013/423)

2 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.9(2) (May 8, 2010)

3 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.9(3) (May 8, 2010)

4 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.9(4) (May 8, 2010)

5 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.9(5) (May 8, 2010)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.15(3)(a) (April 1, 2013 as SI 2013/423)

7 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.9(6) (May 8, 2010)

8 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.15(3)(b) (April 1, 2013 as SI 2013/423)

9 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.9(7) (May 8, 2010)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.15(4)(a) (April 1, 2013 as SI 2013/423)

11 Words repealed by Financial Services Act 2012 c. 21 Sch.5 para.15(4)(b) (April 1, 2013 as SI 2013/423)

Commencement

Pt V s. 67(1)-(7): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt V s. 67(1)-(9)(b): United Kingdom 

Law In Force

68. Publication.

After a statement under section 66 is published, [ the regulator publishing it ]

1

 must send a copy

of it to the person concerned and to any person to whom a copy of the decision notice was given.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.16 (April 1, 2013 as SI 2013/423)

Commencement

Pt V s. 68: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt V s. 68: United Kingdom 

Law In Force

69.— Statement of policy.

(1) [ Each regulator must ]

1

 prepare and issue a statement of its policy with respect to–

[ (a) the imposition of penalties, suspensions or restrictions under section 66;

Financial Services and Markets Act 2000 Page 149
(b) the amount of penalties under that section; and

(c) the period for which suspensions or restrictions under that section are to have effect. ]

2

(2) [ A regulator's]

3

 policy in determining what the amount of a penalty should be [ , or what the

period for which a suspension or restriction is to have effect should be, ]

4

 must include having

regard to–

(a) the seriousness of the misconduct in question in relation to the nature of the principle

or requirement concerned;

(b) the extent to which that misconduct was deliberate or reckless; and

(c) whether [ the person against whom action is to be taken ]

5

 is an individual.

(3) [ A regulator ]

6

 may at any time alter or replace a statement issued [ by it ]

7

 under this section.

(4) If a statement issued under this section is altered or [ replaced by a regulator, the regulator ]

8

must issue the altered or replacement statement.

(5) [ A regulator]

9

 must, without delay, give the Treasury a copy of any statement which it publishes

under this section.

(6) A statement issued under this section [ by a regulator]

10 must be published by [the regulator]11

in the way appearing to [ the regulator ]

11 to be best calculated to bring it to the attention of the

public.

(7) The [ regulator ]

12 may charge a reasonable fee for providing a person with a copy of the

statement.

(8) In exercising, or deciding whether to exercise, its power under section 66 in the case of any

particular misconduct, [ a regulator ]

13 must have regard to any statement of policy published [

by it ]

14 under this section and in force at the time when the misconduct in question occurred.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.17(2) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

2

S.69(1)(a)-(c) substituted for s.69(1)(a)-(b) by Financial Services Act 2010 c. 28 Sch.2(1) para.10(2) (June 8,

2010)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.17(3) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

4 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.10(3)(a) (June 8, 2010)

5 Words substituted by Financial Services Act 2010 c. 28 Sch.2(1) para.10(3)(b) (June 8, 2010)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.17(4)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

7 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.17(4)(b) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

8 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.17(5) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.17(6) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

10 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.17(7)(a) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

11 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.17(7)(b) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

Financial Services and Markets Act 2000 Page 150
12 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.17(8) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

13 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.17(9)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

14 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.17(9)(b) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

Commencement

Pt V s. 69(1)-(8): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt V s. 69(1)-(8): United Kingdom 

Law In Force

70.— Statements of policy: procedure.

(1) Before [ a regulator issues]

1

 a statement under section 69 , the [ regulator ]

2

 must publish a

draft of the proposed statement in the way appearing to the [ regulator ]

2

 to be best calculated to

bring it to the attention of the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the [ regulator ]

3

 within a specified time.

(3) Before issuing the proposed statement, the [regulator]

3

 must have regard to any representations

made to it in accordance with subsection (2).

(4) If the [ regulator ]

3

 issues the proposed statement it must publish an account, in general terms,

of–

(a) the representations made to it in accordance with subsection (2); and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the

opinion of the [ regulator ]

3

 , significant, the [ regulator ]

3

 must (in addition to complying with

subsection (4)) publish details of the difference.

(6) [ A regulator ]

4

 may charge a reasonable fee for providing a person with a copy of a draft

published [ by it ]

5

 under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.18(2)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.18(2)(b) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.5 para.18(3) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 151
4 Words substituted by Financial Services Act 2012 c. 21 Sch.5 para.18(4)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013

otherwise)

5 Words inserted by Financial Services Act 2012 c. 21 Sch.5 para.18(4)(b) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy, a statement of principle or a code of practice; April 1, 2013 otherwise)

Commencement

Pt V s. 70(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt V s. 70(1)-(7): United Kingdom 

Breach of statutory duty

Law In Force

71.— Actions for damages.

(1) A contravention of section 56(6) or 59(1) or (2) is actionable at the suit of a private 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.

(2) In prescribed cases, a contravention of that kind which would be actionable at the suit of a

private person is actionable at the suit of a person who is not a private person, subject to the defences

and other incidents applying to actions for breach of statutory duty.

(3) “Private person”has such meaning as may be prescribed.

Commencement

Pt V s. 71(1): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt V s. 71(2)-(3): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt V s. 71(1)-(3): United Kingdom 

PART VI

OFFICIAL LISTING

[...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(a) (January 24, 2013)

Financial Services and Markets Act 2000 Page 152
R Repealed

72.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(a) (January 24, 2013)

R Repealed

73.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(b) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Law In Force

[ 73A Part 6 Rules

[ Existing s.73A is not repealed but has been moved under a new heading entitled “Rules”. ]

2

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.1 para.2 (March

17, 2005)

2

S.73A is moved under a new heading entitled "Rules" by Financial Services Act 2012 c. 21 Pt 2 s.16(4) (January

24, 2013 for the purpose of making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 73A(1)-(6): United Kingdom 

[ Rules]

1

Notes

1

S.73A is moved under a new heading entitled "Rules" by Financial Services Act 2012 c. 21 Pt 2 s.16(4) (January

24, 2013 for the purpose of making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Law In Force

[ 73A Part 6 Rules

(1) The [ FCA ]

2

 may make rules (“Part 6 rules”) for the purposes of this Part.

(2) Provisions of Part 6 rules expressed to relate to the official list are referred to in this Part as

“listing rules”.

(3) Provisions of Part 6 rules expressed to relate to disclosure of information in respect of financial

instruments which have been admitted to trading on a regulated market or for which a request for

admission to trading on such a market has been made, are referred to in this Part as “disclosure

rules”.

Financial Services and Markets Act 2000 Page 153
(4) Provisions of Part 6 rules expressed to relate to transferable securities are referred to in this Part

as “prospectus rules”.

(5) In relation to prospectus rules, the purposes of this Part include the purposes of the prospectus

directive.

(6) Transparency rules and corporate governance rules are not listing rules, disclosure rules or

prospectus rules, but are Part 6 rules.

]

1

Notes

1

S.73A is moved under a new heading entitled "Rules" by Financial Services Act 2012 c. 21 Pt 2 s.16(4) (January

24, 2013 for the purpose of making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 73A(1)-(6): United Kingdom 

The official list

Law In Force

74.— The official list.

(1) The [ FCA ]

1

 must maintain the official list.

(2) The [ FCA ]

1

 may admit to the official list such securities and other things as it considers

appropriate.

(3) But–

(a) nothing may be admitted to the official list except in accordance with this Part; and

(b) the Treasury may by order provide that anything which falls within a description or

category specified in the order may not be admitted to the official list.

(4) [...]2

(5) In the following provisions of this Part–

[...]3

“listing” means being included in the official list in accordance with this Part.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

2 Repealed by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.1 para.3 (March

17, 2005)

3 Definition repealed by Prospectus Regulations 2005/1433 Sch.1 para.2 (July 1, 2005)

Financial Services and Markets Act 2000 Page 154
Commencement

Pt VI s. 74(1)-(3)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt VI s. 74(4)-(5) definition of "listing": June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt VI s. 74(1)-(5) definition of "listing": United Kingdom 

Listing

Law In Force

75.— Applications for listing.

(1) Admission to the official list may be granted only on an application made to the [ FCA ]

1

 in

such manner as may be required by listing rules.

(2) No application for listing may be entertained by the [ FCA ]

1

 unless it is made by, or with the

consent of, the issuer of the securities concerned.

(3) No application for listing may be entertained by the [ FCA ]

1

 in respect of securities which

are to be issued by a body of a prescribed kind.

(4) The [ FCA ]

1

 may not grant an application for listing unless it is satisfied that–

(a) the requirements of listing rules (so far as they apply to the application), and

(b) any other requirements imposed by [ the FCA ]

1

 in relation to the application,

are complied with.

(5) An application for listing may be refused if, for a reason relating to the issuer, the [ FCA ]

1

considers that granting it would be detrimental to the interests of investors.

(6) An application for listing securities which are already officially listed in another EEA State

may be refused if the issuer has failed to comply with any obligations to which he is subject as a

result of that listing.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Pt VI s. 75(1): June 18, 2001 for the purposes of making listing rules; December 1, 2001 otherwise (SI 2001/1820 art.

2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Pt VI s. 75(2), (4)-(6): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt VI s. 75(3): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt VI s. 75(1)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 155
Law In Force

76.— Decision on application.

(1) The [ FCA ]

1

 must notify the applicant of its decision on an application for listing–

(a) before the end of the period of six months beginning with the date on which the

application is received; or

(b) if within that period [ the FCA ]

1

 has required the applicant to provide further

information in connection with the application, before the end of the period of six months

beginning with the date on which that information is provided.

(2) If the [ FCA ]

1

 fails to comply with subsection (1), it is to be taken to have decided to refuse

the application.

(3) If the [ FCA ]

1

 decides to grant an application for listing, it must give the applicant written

notice.

(4) If the [ FCA ]

1

 proposes to refuse an application for listing, it must give the applicant a warning

notice.

(5) If the [ FCA ]

1

 decides to refuse an application for listing, it must give the applicant a decision

notice.

(6) If the [ FCA ]

1

 decides to refuse an application for listing, the applicant may refer the matter

to the Tribunal.

(7) If securities are admitted to the official list, their admission may not be called in question on

the ground that any requirement or condition for their admission has not been complied with.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Pt VI s. 76(1)-(7): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 76(1)-(7): United Kingdom 

Law In Force

77.— Discontinuance and suspension of listing.

(1) The [ FCA ]

1

 may, in accordance with listing rules, discontinue the listing of any securities if

satisfied that there are special circumstances which preclude normal regular dealings in them.

(2) The [ FCA ]

1

 may, in accordance with listing rules, suspend the listing of any securities.

[ (2A) The [ FCA ]

1

 may discontinue under subsection (1) or suspend under subsection (2) the

listing of any securities on its own initiative or on the application of the issuer of those securities.

]

2

(3) If securities are suspended under subsection (2) they are to be treated, for the purposes of [section

96 and paragraph 23(6) of Schedule 1ZA ]

3

, as still being listed.

Financial Services and Markets Act 2000 Page 156
(4) This section applies to securities whenever they were admitted to the official list.

(5) If the [ FCA ]

1

 discontinues or suspends the listing of any securities, [ on its own initiative, ]

4

the issuer may refer the matter to the Tribunal.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

2 Added by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.5(a) (July 12, 2007)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(5) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

4 Words inserted by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.5(b) (July

12, 2007)

Commencement

Pt VI s. 77(1)-(2), (4): June 18, 2001 for the purposes of making listing rules; December 1, 2001 otherwise (SI 2001/1820

art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Pt VI s. 77(3), (5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 77(1)-(5): United Kingdom 

Law In Force

78.— Discontinuance or suspension: procedure.

(1) A discontinuance or suspension [ by the [ FCA ]

2

 on its own initiative ]

1

 takes effect–

(a) immediately, if the notice under subsection (2) states that that is the case;

(b) in any other case, on such date as may be specified in that notice.

(2) If [ on its own initiative ]

3

 the [ FCA ]

2

 –

(a) proposes to discontinue or suspend the listing of securities, or

(b) discontinues or suspends the listing of securities with immediate effect,

it must give the issuer of the securities written notice.

(3) The notice must–

(a) give details of the discontinuance or suspension;

(b) state the [ FCA's]

2

 reasons for the discontinuance or suspension and for choosing the

date on which it took effect or takes effect;

(c) inform the issuer of the securities that he may make representations to the [ FCA ]

2

within such period as may be specified in the notice (whether or not he has referred the

matter to the Tribunal);

(d) inform him of the date on which the discontinuance or suspension took effect or will

take effect; and

(e) inform him of his right to refer the matter to the Tribunal.

(4) The [ FCA ]

2

 may extend the period within which representations may be made to it.

(5) If, having considered any representations made by the issuer of the securities, the [ FCA ]

2

decides–

Financial Services and Markets Act 2000 Page 157
(a) to discontinue or suspend the listing of the securities, or

(b) if the discontinuance or suspension has taken effect, not to cancel it,

the [ FCA ]

2

 must give the issuer of the securities written notice.

(6) A notice given under subsection (5) must inform the issuer of the securities of his right to refer

the matter to the Tribunal.

(7) If a notice informs a person of his right to refer a matter to the Tribunal, it must give an indication

of the procedure on such a reference.

(8) If the [ FCA ]

2

 decides–

(a) not to discontinue or suspend the listing of the securities, or

(b) if the discontinuance or suspension has taken effect, to cancel it,

the [ FCA ]

2

 must give the issuer of the securities written notice.

(9) The effect of cancelling a discontinuance is that the securities concerned are to be readmitted,

without more, to the official list.

(10) If the [ FCA ]

2

 has suspended the listing of securities [ on its own initiative ]

4

 and proposes

to refuse an application by the issuer of the securities for the cancellation of the suspension, it must

give him a warning notice.

(11) The [ FCA ]

2

 must, having considered any representations made in response to the warning

notice–

(a) if it decides to refuse the application, give the issuer of the securities a decision notice;

(b) if it grants the application, give him written notice of its decision.

(12) If the [ FCA ]

2

 decides to refuse an application for the cancellation of the suspension of listed

securities, the applicant may refer the matter to the Tribunal.

(13) “Discontinuance” means a discontinuance of listing under section 77(1).

(14) “Suspension” means a suspension of listing under section 77(2).

Notes

1 Words inserted by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.6(a) (July

12, 2007)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Words inserted by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.6(b) (July

12, 2007)

4 Words inserted by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.6(c) (July

12, 2007)

Commencement

Pt VI s. 78(1)-(14): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 78(1)-(14): United Kingdom 

Financial Services and Markets Act 2000 Page 158
Law In Force

[ 78A.— Discontinuance or suspension at the request of the issuer: procedure

(1) A discontinuance or suspension by the [ FCA ]

2

 on the application of the issuer of the securities

takes effect—

[ (a) immediately, if the notification under subsection (2) so provides;

(b) in any other case, on such date as may be provided for in that notification. ]

3

(2) If the [ FCA ]

2

 discontinues or suspends the listing of securities on the application of the issuer

of the securities it must [ notify the issuer (whether in writing or otherwise) ]

4

 .

[ (3) The notification must—

(a) notify the issuer of the date on which the discontinuance or suspension took effect or

will take effect, and

(b) notify the issuer of such other matters (if any) as are specified in listing rules.

]

5

(4) If the [ FCA ]

2

 proposes to refuse an application by the issuer of the securities for the

discontinuance or suspension of the listing of the securities, it must give him a warning notice.

(5) The [ FCA ]

2

 must, having considered any representations made in response to the warning

notice, if it decides to refuse the application, give the issuer of the securities a decision notice.

(6) If the [ FCA ]

2

 decides to refuse an application by the issuer of the securities for the

discontinuance or suspension of the listing of the securities, the issuer may refer the matter to the

Tribunal.

(7) If the [ FCA ]

2

 has suspended the listing of securities on the application of the issuer of the

securities and proposes to refuse an application by the issuer for the cancellation of the suspension,

it must give him a warning notice.

(8) The [ FCA ]

2

 must, having considered any representations made in response to the warning

notice—

(a) if it decides to refuse the application for the cancellation of the suspension, give the

issuer of the securities a decision notice;

(b) if it grants the application, give him written notice of its decision.

(9) If the [ FCA ]

2

 decides to refuse an application for the cancellation of the suspension of listed

securities, the applicant may refer the matter to the Tribunal.

(10) “Discontinuance” means a discontinuance of listing under section 77(1).

(11) “Suspension” means a suspension of listing under section 77(2).

]

1

Notes

1 Added by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.7 (July 12, 2007)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.17(2)(a) (March 19, 2013 for purposes of making rules;

April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.17(2)(b) (March 19, 2013 for purposes of making

rules; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 159
5

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.17(2)(c) (March 19, 2013 for purposes of making rules;

April 1, 2013 otherwise)

Extent

Pt VI s. 78A(1)-(11): United Kingdom 

Listing particulars

Law In Force

79.— Listing particulars and other documents.

(1) Listing rules may provide that securities [...]1 of a kind specified in the rules may not be

admitted to the official list unless–

(a) listing particulars have been submitted to, and approved by, the [ FCA ]

2

 and published;

or

(b) in such cases as may be specified by listing rules, such document (other than listing

particulars or a prospectus of a kind required by listing rules) as may be so specified has

been published.

(2) “Listing particulars” means a document in such form and containing such information as may

be specified in listing rules.

(3) For the purposes of this Part, the persons responsible for listing particulars are to be determined

in accordance with regulations made by the Treasury.

[ (3A) Listing rules made under subsection (1) may not specify securities of a kind for which an

approved prospectus is required as a result of section 85. ]

3

(4) Nothing in this section affects the [ FCA's]

2

 general power to make listing rules.

Notes

1 Words repealed by Prospectus Regulations 2005/1433 Sch.1 para.3(2) (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Added by Prospectus Regulations 2005/1433 Sch.1 para.3(3) (July 1, 2005)

Commencement

Pt VI s. 79(1)-(2), (4): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Pt VI s. 79(3): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt VI s. 79(1)-(4): United Kingdom 

Financial Services and Markets Act 2000 Page 160
Law In Force

80.— General duty of disclosure in listing particulars.

(1) Listing particulars submitted to the [ FCA ]

1

 under section 79 must contain all such information

as investors and their professional advisers would reasonably require, and reasonably expect to

find there, for the purpose of making an informed assessment of–

(a) the assets and liabilities, financial position, profits and losses, and prospects of the issuer

of the securities; and

(b) the rights attaching to the securities.

(2) That information is required in addition to any information required by–

(a) listing rules, or

(b) the [ FCA ]

1

 ,

as a condition of the admission of the securities to the official list.

(3) Subsection (1) applies only to information–

(a) within the knowledge of any person responsible for the listing particulars; or

(b) which it would be reasonable for him to obtain by making enquiries.

(4) In determining what information subsection (1) requires to be included in listing particulars,

regard must be had (in particular) to–

(a) the nature of the securities and their issuer;

(b) the nature of the persons likely to consider acquiring them;

(c) the fact that certain matters may reasonably be expected to be within the knowledge of

professional advisers of a kind which persons likely to acquire the securities may reasonably

be expected to consult; and

(d) any information available to investors or their professional advisers as a result of

requirements imposed on the issuer of the securities by a recognised investment exchange,

by listing rules or by or under any other enactment.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Pt VI s. 80(1)-(4)(d): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 80(1)-(4)(d): United Kingdom 

Law In Force

81.— Supplementary listing particulars.

(1) If at any time after the preparation of listing particulars which have been submitted to the

[ FCA ]

1

 under section 79 and before the commencement of dealings in the securities concerned

following their admission to the official list–

(a) there is a significant change affecting any matter contained in those particulars the

inclusion of which was required by–

(i) section 80,

Financial Services and Markets Act 2000 Page 161
(ii) listing rules, or

(iii) the [ FCA ]

1

 , or

(b) a significant new matter arises, the inclusion of information in respect of which would

have been so required if it had arisen when the particulars were prepared,

the issuer must, in accordance with listing rules, submit supplementary listing particulars of the

change or new matter to the [ FCA ]

1

 , for its approval and, if they are approved, publish them.

(2) “Significant” means significant for the purpose of making an informed assessment of the kind

mentioned in section 80(1).

(3) If the issuer of the securities is not aware of the change or new matter in question, he is not

under a duty to comply with subsection (1) unless he is notified of the change or new matter by a

person responsible for the listing particulars.

(4) But it is the duty of any person responsible for those particulars who is aware of such a change

or new matter to give notice of it to the issuer.

(5) Subsection (1) applies also as respects matters contained in any supplementary listing particulars

previously published under this section in respect of the securities in question.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Pt VI s. 81(1)-(1)(b), (5): June 18, 2001 for the purposes of making listing rules; December 1, 2001 otherwise (SI

2001/1820 art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Pt VI s. 81(2)-(4): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 81(1)-(5): United Kingdom 

Law In Force

82.— Exemptions from disclosure.

(1) The [ FCA ]

1

 may authorise the omission from listing particulars of any information, the

inclusion of which would otherwise be required by section 80 or 81, on the ground–

(a) that its disclosure would be contrary to the public interest;

(b) that its disclosure would be seriously detrimental to the issuer; or

(c) in the case of securities of a kind specified in listing rules, that its disclosure is

unnecessary for persons of the kind who may be expected normally to buy or deal in

securities of that kind.

(2) But–

(a) no authority may be granted under subsection (1)(b) in respect of essential information;

and

(b) no authority granted under subsection (1)(b) extends to any such information.

Financial Services and Markets Act 2000 Page 162
(3) The Secretary of State or the Treasury may issue a certificate to the effect that the disclosure

of any information (including information that would otherwise have to be included in listing

particulars for which they are themselves responsible) would be contrary to the public interest.

(4) The [ FCA ]

1

 is entitled to act on any such certificate in exercising its powers under subsection

(1)(a).

(5) This section does not affect any powers of the [ FCA ]

1

 under listing rules made as a result of

section 101(2).

(6) “Essential information” means information which a person considering acquiring securities of

the kind in question would be likely to need in order not to be misled about any facts which it is

essential for him to know in order to make an informed assessment.

(7) “Listing particulars”includes supplementary listing particulars.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Pt VI s. 82(1)-(1)(c), (5), (7): June 18, 2001 for the purposes of making listing rules; December 1, 2001 otherwise (SI

2001/1820 art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Pt VI s. 82(2)-(4), (6): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 82(1)-(7): United Kingdom 

R Repealed

83.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.4 (July 1, 2005)

[ Transferable securities: public offers and admission to trading ]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

Law In Force

[ 84 Matters which may be dealt with by prospectus rules

(1) Prospectus rules may make provision as to—

(a) the required form and content of a prospectus (including a summary);

(b) the cases in which a summary need not be included in a prospectus;

(c) the languages which may be used in a prospectus (including a summary);

Financial Services and Markets Act 2000 Page 163
(d) the determination of the persons responsible for a prospectus;

(e) the manner in which applications to the [ FCA ]

2

 for the approval of a prospectus are

to be made.

(2) Prospectus rules may also make provision as to—

(a) the period of validity of a prospectus;

(b) the disclosure of the maximum price or of the criteria or conditions according to which

the final offer price is to be determined, if that information is not contained in a prospectus;

(c) the disclosure of the amount of the transferable securities which are to be offered to the

public or of the criteria or conditions according to which that amount is to be determined,

if that information is not contained in a prospectus;

(d) the required form and content of other summary documents (including the languages

which may be used in such a document);

(e) the ways in which a prospectus that has been approved by the [ FCA ]

2

 may be made

available to the public;

(f) the disclosure, publication or other communication of such information as the [ FCA ]

2

may reasonably stipulate;

(g) the principles to be observed in relation to advertisements in connection with an offer

of transferable securities to the public or admission of transferable securities to trading on

a regulated market and the enforcement of those principles;

(h) the suspension of trading in transferable securities where continued trading would be

detrimental to the interests of investors;

(i) elections under section 87 or under Article 2.1(m)(iii) of the prospectus directive as

applied for the purposes of this Part by section 102C.

(3) [...]3

(4) Prospectus rules may make provision for the purpose of dealing with matters arising out of or

related to any provision of the prospectus directive.

(5) In relation to cases where the home State in relation to an issuer of transferable securities is an

EEA State other than the United Kingdom, prospectus rules may make provision for the recognition

of elections made in relation to such securities under the law of that State in accordance with Article

1.3 or 2.1(m)(iii) of the prospectus directive.

(6) In relation to a document relating to transferable securities issued by an issuer incorporated in

a non-EEA State and drawn up in accordance with the law of that State, prospectus rules may make

provision as to the approval of that document as a prospectus.

(7) Nothing in this section affects the [ FCA's]

2

 general power to make prospectus rules.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Repealed by Prospectus Regulations 2012/1538 reg.3(1) (July 1, 2012)

Commencement

Pt VI s. 84(1)-(4): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Financial Services and Markets Act 2000 Page 164
Extent

Pt VI s. 84(1)-(7): United Kingdom 

Law In Force

[ 85 Prohibition of dealing etc. in transferable securities without approved prospectus

(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.

(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.

(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.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

Commencement

Pt VI s. 85(1)-(5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 85(1)-(7): United Kingdom 

Financial Services and Markets Act 2000 Page 165
Law In Force

[ 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 [ 150 persons]

2

 , 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 [ 100,000 euros]

3

 (or an equivalent amount);

(d) the transferable securities being offered are denominated in amounts of at least [ 100,000

euros]

3

 (or equivalent amounts); [...]4

(e) the total consideration for the transferable securities being offered [ in the EEA States]

5

cannot exceed 100,000 euros (or an equivalent amount) [ ; or ]

6

[ (f) the offer falls within subsection (1A). ]

6

[ (1A) An offer (“the current offer”) falls within this subsection if the transferable securities are

being sold or placed through a financial intermediary where—

(a) the transferable securities have previously been the subject of one or more offers to the

public;

(b) in respect of one or more of those previous offers any of paragraphs (a) to (e) of

subsection (1) applied;

(c) a prospectus is available for the securities which has been approved by the [ FCA ]

8

[ and

meets either of the conditions in subsection (1B) ]

9

 ; and

(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.

]

7

[ (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 87G11 ; 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.

]

10

(2) Where—

(a) a person who is not a qualified investor (“the client”) has engaged a qualified investor

falling within [ point (1) of Section I of Annex II to the markets in financial instruments

directive ]

12 to act as his agent, and

(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,

Financial Services and Markets Act 2000 Page 166
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, 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;

(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;

(c) a person who is 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 to that directive; or

(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.

]

13

[ (8) In subsection (7) “relevant firm” means an investment firm or credit institution acting in

connection with the offer.

(9) Investment firms and credit institutions which are authorised persons 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.

(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.

]

14

]

1

Financial Services and Markets Act 2000 Page 167
Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Prospectus Regulations 2011/1668 reg.1(2) (July 31, 2011)

3 Words substituted by Prospectus Regulations 2012/1538 reg.2(1)(a) (July 1, 2012)

4 Word repealed by Prospectus Regulations 2012/1538 reg.2(1)(b) (July 1, 2012)

5 Words inserted by Prospectus Regulations 2012/1538 reg.2(1)(c) (July 1, 2012)

6 Added by Prospectus Regulations 2012/1538 reg.2(1)(d) (July 1, 2012)

7 Added by Prospectus Regulations 2012/1538 reg.2(2) (July 1, 2012)

8 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(b) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

9 Words substituted by Prospectus Regulations 2013/1125 reg.2(a) (May 31, 2013)

10 Added by Prospectus Regulations 2013/1125 reg.2(b) (May 31, 2013)

11 Section 87G was substituted, together with sections 84 to 87, 87A to 87F and 87H to 87R, for sections 84 to 87

as originally enacted, bySI 2005/1433.R

12 Words substituted by Prospectus Regulations 2012/1538 reg.3(2)(a) (July 1, 2012)

13 Substituted by Prospectus Regulations 2012/1538 reg.3(2)(b) (July 1, 2012)

14 Added by Prospectus Regulations 2012/1538 reg.3(2)(c) (July 1, 2012)

Commencement

Pt VI s. 86(1)-(2)(b): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt VI s. 86(1)-(10)(b): United Kingdom 

Law In Force

[ 87 Election to have prospectus

(1) A person who proposes—

(a) to issue transferable securities to which this section applies,

(b) to offer to the public transferable securities to which this section applies, or

(c) to request the admission to a regulated market of transferable securities to which this

section applies,

may elect, in accordance with prospectus rules, to have a prospectus in relation to the securities.

(2) If a person makes such an election, the provisions of this Part and of prospectus rules apply in

relation to those transferable securities as if, in relation to an offer of the securities to the public or

the admission of the securities to trading on a regulated market, they were transferable securities

for which an approved prospectus would be required as a result of section 85.

(3) Listing rules made under section 79 do not apply to securities which are the subject of an

election.

(4) The transferable securities to which this section applies are those which fall within any of the

following paragraphs of Schedule 11A—

(a) paragraph 2,

(b) paragraph 4,

(c) paragraph 8, or

Financial Services and Markets Act 2000 Page 168
(d) paragraph 9,

where the United Kingdom is the home State in relation to the issuer of the securities.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

Commencement

Pt VI s. 87(1)-(3)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Pt VI s. 87(4)-(5): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt VI s. 87(1)-(5): United Kingdom 

[ Approval of prospectus]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

Law In Force

[ 87A Criteria for approval of prospectus by [ FCA ]

2

(1) The [ FCA ]

3

 may not approve a prospectus unless it is satisfied that—

(a) the United Kingdom is the home State in relation to the issuer of the transferable

securities to which it relates,

(b) the prospectus contains the necessary information, and

(c) all of the other requirements imposed by or in accordance with this Part or the prospectus

directive have been complied with (so far as those requirements apply to a prospectus for

the transferable securities in question).

(2) The necessary information is the information necessary to enable investors to make an informed

assessment of—

(a) the assets and liabilities, financial position, profits and losses, and prospects of the issuer

of the transferable securities and of any guarantor; and

(b) the rights attaching to the transferable securities.

[ (2A) If, in the case of transferable securities to which section 87 applies, the prospectus states that

the guarantor is a specified EEA State, the prospectus is not required to include other information

about the guarantor. ]

4

(3) The necessary information must be presented in a form which is comprehensible and easy to

analyse.

(4) The necessary information must be prepared having regard to the particular nature of the

transferable securities and their issuer.

Financial Services and Markets Act 2000 Page 169
(5) The prospectus must include a summary (unless the transferable securities in question are ones

in relation to which prospectus rules provide that a summary is not required).

[(6) The summary must convey concisely, in non-technical language and in an appropriate structure,

the key information relevant to the securities which are the subject of the prospectus and, when

read with the rest of the prospectus, must be an aid to investors considering whether to invest in

the securities. ]

5

(7) Where the prospectus for which approval is sought does not include the final offer price or the

amount of transferable securities to be offered to the public, [ the applicant must, as soon as that

element is finalised—]

6

[ (a) inform, in writing, the [ FCA ]

7

 and any competent authority of any EEA State which

the applicant has requested be supplied with a certificate of approval under section 87I; and

(b) make that information available, in writing, to prospective investors. ]

6

[ (7A) The document containing the final offer price or the amount of transferable securities to be

offered to the public may only contain information that relates to the securities note and must not

be used to supplement the prospectus. ]

8

(8) “Prospectus” (except in subsection (5)) includes a supplementary prospectus.

[(9) “the key information” means the information which is essential to enable investors to understand

the transferable securities to which the prospectus relates and to decide whether to consider the

offer further.

(10) The key information must include —

(a) the essential characteristics of, and risks associated with, the issuer and any guarantor,

including their assets, liabilities and financial positions;

(b) the essential characteristics of, and risks associated with, investment in the transferable

securities, including any rights attaching to the securities;

(c) the general terms of the offer, including an estimate of the expenses charged to an

investor by the issuer and the person offering the securities to the public, if not the issuer;

(d) details of the admission to trading; and

(e) the reasons for the offer and proposed use of the proceeds.

]

9

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(6)(c) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(6)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

4 Added by Prospectus Regulations 2012/1538 reg.2(3) (July 1, 2012)

5

Substituted by Prospectus Regulations 2012/1538 reg.4(a) (July 1, 2012)

6 Words substituted by Prospectus Regulations 2012/1538 reg.4(b) (July 1, 2012)

7 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(6)(b) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

8 Added by Prospectus Regulations 2012/1538 reg.4(c) (July 1, 2012)

9 Added by Prospectus Regulations 2012/1538 reg.4(d) (July 1, 2012)

Financial Services and Markets Act 2000 Page 170
Extent

Pt VI s. 87A(1)-(10)(e): United Kingdom 

Law In Force

[ 87B Exemptions from disclosure

(1) The [ FCA ]

2

 may authorise the omission from a prospectus of any information, the inclusion

of which would otherwise be required, on the ground—

(a) that its disclosure would be contrary to the public interest;

(b) that its disclosure would be seriously detrimental to the issuer, provided that the omission

would be unlikely to mislead the public with regard to any facts or circumstances which

are essential for an informed assessment of the kind mentioned in section 87A(2); or

(c) that the information is only of minor importance for a specific offer to the public or

admission to trading on a regulated market and unlikely to influence an informed assessment

of the kind mentioned in section 87A(2).

(2) The Secretary of State or the Treasury may issue a certificate to the effect that the disclosure

of any information would be contrary to the public interest.

(3) The [ FCA ]

2

 is entitled to act on any such certificate in exercising its powers under subsection

(1)(a).

(4) This section does not affect any powers of the [ FCA ]

2

 under prospectus rules.

(5) “Prospectus”includes a supplementary prospectus.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(c) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 87B(1)-(5): United Kingdom 

Law In Force

[ 87C Consideration of application for approval

(1) The [ FCA ]

2

 must notify the applicant of its decision on an application for approval of a

prospectus before the end of the period for consideration.

(2) The period for consideration—

(a) begins with the first working day after the date on which the application is received;

but

(b) if the [ FCA ]

2

 gives a notice under subsection (4), is to be treated as beginning with

the first working day after the date on which the notice is complied with.

(3) The period for consideration is—

(a) except in the case of a new issuer, 10 working days; or

Financial Services and Markets Act 2000 Page 171
(b) in that case, 20 working days.

(4) The [ FCA ]

2

 may by notice in writing require a person who has applied for approval of a

prospectus to provide—

(a) specified documents or documents of a specified description, or

(b) specified information or information of a specified description.

(5) No notice under subsection (4) may be given after the end of the period, beginning with the

first working day after the date on which the application is received, of—

(a) except in the case of a new issuer, 10 working days; or

(b) in that case, 20 working days.

(6) Subsection (4) applies only to information and documents reasonably required in connection

with the exercise by the [ FCA ]

2

 of its functions in relation to the application.

(7) The [ FCA ]

2

 may require any information provided under this section to be provided in such

form as it may reasonably require.

(8) The [ FCA ]

2

 may require—

(a) any information provided, whether in a document or otherwise, to be verified in such

manner, or

(b) any document produced to be authenticated in such manner,

as it may reasonably require.

(9) The [ FCA ]

2

 must notify the applicant of its decision on an application for approval of a

supplementary prospectus before the end of the period of 7 working days beginning with the date

on which the application is received; and subsections (4) and (6) to (8) apply to such an application

as they apply to an application for approval of a prospectus.

(10) The [ FCA's]

2

 failure to comply with subsection (1) or (9) does not constitute approval of

the application in question.

(11) “New issuer” means an issuer of transferable securities which—

(a) does not have transferable securities admitted to trading on any regulated market; and

(b) has not previously offered transferable securities to the public.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(c) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 87C(1)-(11)(b): United Kingdom 

Law In Force

[ 87D Procedure for decision on application for approval

(1) If the [ FCA ]

2

 approves a prospectus, it must give the applicant written notice.

(2) If the [ FCA ]

2

 proposes to refuse to approve a prospectus, it must give the applicant written

notice.

Financial Services and Markets Act 2000 Page 172
(3) The notice must state the [ FCA's]

2

 reasons for the proposed refusal.

(4) If the [ FCA ]

2

 decides to refuse to approve a prospectus, it must give the applicant written

notice.

(5) The notice must—

(a) give the [ FCA's]

2

 reasons for refusing the application; and

(b) inform the applicant of his right to refer the matter to the Tribunal.

(6) If the [ FCA ]

2

 refuses to approve a prospectus, the applicant may refer the matter to the

Tribunal.

(7) In this section “prospectus”includes a supplementary prospectus.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(c) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 87D(1)-(7): United Kingdom 

[ Transfer of application for approval of a prospectus]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

Law In Force

[ 87E Transfer by [ FCA ]

2

 of application for approval

(1) The [ FCA ]

3

 may transfer an application for the approval of a prospectus or a supplementary

prospectus to the competent authority of another EEA State (“the transferee authority”).

(2) Before doing so, the [ FCA ]

4

 must obtain the agreement of the transferee authority [ and

notify ESMA ]

5

 .

(3) The [ FCA ]

4

 must inform the applicant of the transfer within 3 working days beginning with

the first working day after the date of the transfer.

(4) On making a transfer under subsection (1), the [ FCA ]

4

 ceases to have functions under this

Part in relation to the application transferred.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(7)(c) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 173
3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(7)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(7)(b) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

5 Words inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(3) (April 16, 2012)

Extent

Pt VI s. 87E(1)-(4): United Kingdom 

Law In Force

[ 87F Transfer to [ FCA ]

2

 of application for approval

(1) [ Where the FCA ]

3

 agrees to the transfer to it of an application for the approval of a prospectus

made to the competent authority of another EEA State—

(a) the United Kingdom is to be treated for the purposes of this Part as the home State in

relation to the issuer of the transferable securities to which the prospectus relates, and

(b) this Part applies to the application as if it had been made to the [ FCA ]

4

 but with the

modification in subsection (2).

(2) Section 87C applies as if the date of the transfer were the date on which the application was

received by the [ FCA ]

5

 .

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(8)(c) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(8)(a)(i) (January 24, 2013 for the purpose of

making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(8)(a)(ii) (January 24, 2013 for the purpose of

making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(8)(b) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 87F(1)-(2): United Kingdom 

[ Supplementary prospectus]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

Financial Services and Markets Act 2000 Page 174
Law In Force

[ 87G Supplementary prospectus

(1) Subsection (2) applies if, during the relevant period, there arises or is noted a significant new

factor, material mistake or inaccuracy relating to the information included in a prospectus approved

by the [ FCA ]

2

 .

(2) The person on whose application the prospectus was approved must, in accordance with

prospectus rules, submit a supplementary prospectus containing details of the new factor, mistake

or inaccuracy to the [ FCA ]

2

 for its approval.

(3) The relevant period begins when the prospectus is approved and ends—

(a) with the closure of the offer of the transferable securities to which the prospectus relates;

or

(b) when trading in those securities on a regulated market begins.

[ (3A) But where the prospectus relates both to an offer of transferable securities to the public and

the admission of those securities to trading on a regulated market, subsection (3) does not apply

and the relevant period begins when the prospectus is approved and ends with the later of—

(a) the closure of the offer to the public to which the prospectus relates, or

(b) the time when trading in those securities on a regulated markets begins.

]

3

(4) “Significant” means significant for the purposes of making an informed assessment of the kind

mentioned in section 87A(2).

(5) Any person responsible for the prospectus who is aware of any new factor, mistake or inaccuracy

which may require the submission of a supplementary prospectus in accordance with subsection

(2) must give notice of it to—

(a) the issuer of the transferable securities to which the prospectus relates, and

(b) the person on whose application the prospectus was approved.

(6) A supplementary prospectus must provide sufficient information to correct any mistake or

inaccuracy which gave rise to the need for it.

(7) Subsection (1) applies also to information contained in any supplementary prospectus published

under this section.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(d) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Added by Prospectus Regulations 2012/1538 reg.5(1) (July 1, 2012)

Extent

Pt VI s. 87G(1)-(7): United Kingdom 

Financial Services and Markets Act 2000 Page 175
[ Passporting ]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

Law In Force

[ 87H Prospectus approved in another EEA State

(1) A prospectus approved by the competent authority of an EEA State other than the United

Kingdom is not an approved prospectus for the purposes of section 85 unless that authority has [

notified ESMA and ]

2

 provided the [ FCA ]

3

 with—

(a) a certificate of approval;

(b) a copy of the prospectus as approved; and

(c) if requested by the [ FCA ]

3

 , a translation of the summary of the prospectus.

(2) A document is not a certificate of approval unless it states that the prospectus—

(a) has been drawn up in accordance with the prospectus directive; and

(b) has been approved, in accordance with that directive, by the competent authority

providing the certificate.

(3) A document is not a certificate of approval unless it states whether (and, if so, why) the competent

authority providing it authorised, in accordance with the prospectus directive, the omission from

the prospectus of information which would otherwise have been required to be included.

[ (3A) The [ FCA ]

5

 must publish on its website a list of certificates of approval provided to it in

accordance with this section.

(3B) The list referred to in subsection (3A) must—

(a) be kept up-to-date,

(b) retain items on it for a period of at least 12 months, and

(c) include hyperlinks to any certificate of approval and prospectus published on the website

of—

(i) the competent authority of the EEA State which provided the certificate,

(ii) the issuer, or

(iii) the regulated market where admission to trading is sought.

]

4

(4) “Prospectus”includes a supplementary prospectus.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(4)(a) (April 16, 2012)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(9)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

4 Added by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(4)(b) (April 16, 2012)

5 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(9)(b) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 176
Extent

Pt VI s. 87H(1)-(4): United Kingdom 

Law In Force

[ 87I Provision of information to host Member State

(1) The [ FCA ]

2

 must, if requested to do so, supply the competent authority of a specified EEA

State with—

(a) a certificate of approval;

(b) a copy of the specified prospectus (as approved by the [ FCA ]

3

 ); and

(c) a translation of the summary of the specified prospectus (if the request states that one

has been requested by the [...]4 competent authority).

[ (1A) If the [ FCA ]

6

 supplies a certificate of approval to the competent authority of the specified

EEA State, it must also supply a copy of that certificate [ to— ]

7

[ (a) the person who made the request under this section; and

(b) ESMA. ]

7

]

5

(2) Only the following may make a request under this section—

(a) the issuer of the transferable securities to which the specified prospectus relates;

(b) a person who wishes to offer the transferable securities to which the specified prospectus

relates to the public in an EEA State other than (or as well as) the United Kingdom;

(c) a person requesting the admission of the transferable securities to which the specified

prospectus relates to a regulated market situated or operating in an EEA State other than

(or as well as) the United Kingdom.

(3) A certificate of approval must state that the prospectus—

(a) has been drawn up in accordance with this Part and the prospectus directive; and

(b) has been approved, in accordance with those provisions, by the [ FCA ]

8

 .

(4) A certificate of approval must state whether (and, if so, why) the [ FCA ]

8

 authorised, in

accordance with section 87B, the omission from the prospectus of information which would

otherwise have been required to be included.

(5) The [ FCA ]

8

 must comply with a request under this section—

(a) if the prospectus has been approved before the request is made, within 3 working days

beginning with [ the date the request is received ]

9

 ; or

(b) if the request is submitted with an application for the approval of the prospectus, on

the first working day after the date on which it approves the prospectus.

(6) “Prospectus”includes a supplementary prospectus.

(7) “Specified” means specified in a request made for the purposes of this section.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(10)(a)(i) (January 24, 2013 for the purpose of

making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 177
3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(10)(a)(ii) (January 24, 2013 for the purpose of

making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

4 Word repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(10)(a)(iii) (January 24, 2013 for the purpose of

making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

5 Added by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(5) (April 16, 2012)

6 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(10)(b) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

7 Words substituted by Prospectus Regulations 2012/1538 reg.6(a) (July 1, 2012)

8 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(10)(c) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

9 Words substituted by Prospectus Regulations 2012/1538 reg.6(b) (July 1, 2012)

Extent

Pt VI s. 87I(1)-(7): United Kingdom 

[ Transferable securities: powers of [ FCA ]

2

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(e) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Law In Force

[ 87J Requirements imposed as condition of approval

(1) As a condition of approving a prospectus, the [ FCA ]

2

 may by notice in writing—

(a) require the inclusion in the prospectus of such supplementary information necessary

for investor protection as the [ FCA ]

2

 may specify;

(b) require a person controlling, or controlled by, the applicant to provide specified

information or documents;

(c) require an auditor or manager of the applicant to provide specified information or

documents;

(d) require a financial intermediary commissioned to assist either in carrying out the offer

to the public of the transferable securities to which the prospectus relates or in requesting

their admission to trading on a regulated market, to provide specified information or

documents.

(2) “Specified” means specified in the notice.

(3) “Prospectus” includes a supplementary prospectus.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(e) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 178
Extent

Pt VI s. 87J(1)-(3): United Kingdom 

Law In Force

[ 87K Power to suspend or prohibit offer to the public

(1) This section applies where a person (“the offeror”) has made an offer of transferable securities

to the public in the United Kingdom (“the offer”).

(2) If the [ FCA ]

2

 has reasonable grounds for suspecting that an applicable provision has been

infringed, it may—

(a) require the offeror to suspend the offer for a period not exceeding 10 working days;

(b) require a person not to advertise the offer, or to take such steps as [ the FCA ]

2

 may

specify to suspend any existing advertisement of the offer, for a period not exceeding 10

working days.

(3) If the [ FCA ]

2

 has reasonable grounds for suspecting that it is likely that an applicable provision

will be infringed, it may require the offeror to withdraw the offer.

(4) If the [ FCA ]

2

 finds that an applicable provision has been infringed, it may require the offeror

to withdraw the offer.

(5) “An applicable provision” means—

(a) a provision of this Part,

(b) a provision contained in prospectus rules,

(c) any other provision made in accordance with the prospectus directive,

applicable in relation to the offer.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(e) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 87K(1)-(5)(c): United Kingdom 

Law In Force

[ 87L Power to suspend or prohibit admission to trading on a regulated market

(1) This section applies where a person has requested the admission of transferable securities to

trading on a regulated market situated or operating in the United Kingdom.

(2) If the [ FCA ]

2

 has reasonable grounds for suspecting that an applicable provision has been

infringed and the securities have not yet been admitted to trading on the regulated market in question,

it may—

(a) require the person requesting admission to suspend the request for a period not exceeding

10 working days;

Financial Services and Markets Act 2000 Page 179
(b) require a person not to advertise the securities to which it relates, or to take such steps

as [the FCA ]

2

 may specify to suspend any existing advertisement in connection with those

securities, for a period not exceeding 10 working days.

(3) If the [ FCA ]

2

 has reasonable grounds for suspecting that an applicable provision has been

infringed and the securities have been admitted to trading on the regulated market in question, it

may—

(a) require the market operator to suspend trading in the securities for a period not exceeding

10 working days;

(b) require a person not to advertise the securities, or to take such steps as [ the FCA ]

2

may specify to suspend any existing advertisement in connection with those securities, for

a period not exceeding 10 working days.

(4) If the [ FCA ]

2

 finds that an applicable provision has been infringed, it may require the market

operator to prohibit trading in the securities on the regulated market in question.

(5) “An applicable provision” means—

(a) a provision of this Part,

(b) a provision contained in prospectus rules,

(c) any other provision made in accordance with the prospectus directive,

applicable in relation to the admission of the transferable securities to trading on the regulated

market in question.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(e) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 87L(1)-(5)(c): United Kingdom 

Law In Force

[ 87M Public censure of issuer

(1) If the [ FCA ]

2

 finds that—

(a) an issuer of transferable securities,

(b) a person offering transferable securities to the public, or

(c) a person requesting the admission of transferable securities to trading on a regulated

market,

is failing or has failed to comply with his obligations under an applicable provision, it may publish

a statement to that effect.

(2) If the [ FCA ]

2

 proposes to publish a statement, it must give the person a warning notice setting

out the terms of the proposed statement.

(3) If, after considering any representations made in response to the warning notice, the [ FCA ]

2

decides to make the proposed statement, it must give the person a decision notice setting out the

terms of the statement.

Financial Services and Markets Act 2000 Page 180
(4) “An applicable provision” means—

(a) a provision of this Part,

(b) a provision contained in prospectus rules,

(c) any other provision made in accordance with the prospectus directive,

applicable to a prospectus in relation to the transferable securities in question.

(5) “Prospectus”includes a supplementary prospectus.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(e) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 87M(1)-(5): United Kingdom 

Law In Force

[ 87N Right to refer matters to the Tribunal

(1) A person to whom a decision notice is given under section 87M may refer the matter to the

Tribunal.

(2) A person to whom a notice is given under section 87O may refer the matter to the Tribunal.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

Extent

Pt VI s. 87N(1)-(2): United Kingdom 

Law In Force

[ 87O Procedure under sections 87K and 87L

(1) A requirement under section 87K or 87L takes effect—

(a) immediately, if the notice under subsection (2) states that that is the case;

(b) in any other case, on such date as may be specified in that notice.

(2) If the [ FCA ]

2

 —

(a) proposes to exercise the powers in section 87K or 87L in relation to a person, or

(b) exercises any of those powers in relation to a person with immediate effect,

it must give that person written notice.

(3) The notice must—

(a) give details of the [ FCA's]

2

 action or proposed action;

(b) state the [ FCA's]

2

 reasons for taking the action in question and choosing the date on

which it took effect or takes effect;

Financial Services and Markets Act 2000 Page 181
(c) inform the recipient that he may make representations to the [ FCA ]

2

 within such

period as may be specified by the notice (whether or not he has referred the matter to the

Tribunal);

(d) inform him of the date on which the action took effect or takes effect; and

(e) inform him of his right to refer the matter to the Tribunal.

(4) The [ FCA ]

2

 may extend the period within which representations may be made to it.

(5) If, having considered any representations made to it, the [ FCA ]

2

 decides to maintain, vary

or revoke its earlier decision, it must give written notice to that effect to the person mentioned in

subsection (2).

(6) A notice given under subsection (5) must inform that person, where relevant, of his right to

refer the matter to the Tribunal.

(7) If a notice informs a person of his right to refer a matter to the Tribunal, it must give an indication

of the procedure on such a reference.

(8) If a notice under this section relates to the exercise of the power conferred by section 87L(3),

the notice must also be given to the person at whose request the transferable securities were admitted

to trading on the regulated market.

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(e) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 87O(1)-(8): United Kingdom 

Law In Force

[ 87P Exercise of powers at request of competent authority of another EEA State

(1) This section applies if—

(a) the competent authority of an EEA State other than the United Kingdom has approved

a prospectus,

(b) the transferable securities to which the prospectus relates have been offered to the public

in the United Kingdom or their admission to trading on a regulated market has been

requested, and

(c) that competent authority makes a request that the [ FCA ]

2

 assist it in the performance

of its functions under the law of that State in connection with the prospectus directive.

(2) For the purpose of complying with the request mentioned in subsection (1)(c), the powers

conferred by sections 87K and 87L may be exercised as if the prospectus were one which had been

approved by the [ FCA ]

3

 .

(3) Section 87N does not apply to an exercise of those powers as a result of this section.

(4) Section 87O does apply to such an exercise of those powers but with the omission of subsections

(3)(e), (6) and (7).

Financial Services and Markets Act 2000 Page 182
]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(11)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(11)(b) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 87P(1)-(4): United Kingdom 

[ Rights of investors]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

Law In Force

[ 87Q Right of investor to withdraw

(1) Where a person agrees to buy or subscribe for transferable securities in circumstances where

the final offer price or the amount of transferable securities to be offered to the public is not included

in the prospectus, he may withdraw his acceptance before the end of the withdrawal period.

(2) The withdrawal period—

(a) begins with the investor's acceptance; and

(b) ends at the end of the second working day after the date on which the [ FCA ]

2

 is

informed of the information in accordance with section 87A(7).

(3) Subsection (1) does not apply if the prospectus contains—

(a) in the case of the amount of transferable securities to be offered to the public, the criteria

or conditions (or both) according to which that element will be determined, or

(b) in the case of price, the criteria or conditions (or both) according to which that element

will be determined or the maximum price.

[ (4) A person (“P”) may withdraw P's acceptance of an offer of transferable securities to the public

before the specified time where the conditions in subsection (5) are satisfied. ]

3

[ (5) The conditions are that—

(a) a prospectus which relates to an offer of transferable securities to the public has been

published;

(b) a supplementary prospectus has been published;

(c) prior to the publication of the supplementary prospectus, P agreed to buy or subscribe

for transferable securities to which the offer relates; and

(d) the significant new factor, material mistake or inaccuracy referred to in section 87G(1)

which caused the supplementary prospectus to be published arose before delivery of the

securities.

Financial Services and Markets Act 2000 Page 183
(6) The specified time is—

(a) the end of the second working day after the day on which the supplementary prospectus

was published; or

(b) such later time as may be specified in the supplementary prospectus.

]

4

]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(f) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3

Substituted by Prospectus Regulations 2012/1538 reg.5(2)(a) (July 1, 2012)

4 Added by Prospectus Regulations 2012/1538 reg.5(2)(b) (July 1, 2012)

Extent

Pt VI s. 87Q(1)-(6)(b): United Kingdom 

[ Registered investors]

1

Notes

1

Ss.84-87R substituted for ss.84-87 by Prospectus Regulations 2005/1433 Sch.1 para.5 (July 1, 2005)

R Repealed

87R [...]1

Notes

1 Repealed by Prospectus Regulations 2012/1538 reg.3(3) (July 1, 2012)

Sponsors

Law In Force

88.— Sponsors.

(1) Listing rules may require a person to make arrangements with a sponsor for the performance

by the sponsor of such services in relation to him as may be specified in the rules.

(2) “Sponsor” means a person approved by the [ FCA ]

1

 for the purposes of the rules .

(3) Listing rules made by virtue of subsection (1) may–

(a) provide for the [ FCA ]

1

 to maintain a list of sponsors;

(b) specify services which must be performed by a sponsor;

(c) impose requirements on a sponsor in relation to the provision of services or specified

services;

(d) specify the circumstances in which a person is qualified for being approved as a sponsor

[ ; ]

2

Financial Services and Markets Act 2000 Page 184
[ (e) provide for limitations or other restrictions to be imposed on the services to which an

approval relates (whether or not the approval has already been granted);

(f) provide for the approval of a sponsor to be suspended on the application of the sponsor.]

2

(4) If the [ FCA ]

1

 proposes–

(a) to refuse a person's application [ under sponsor rules]

3

 , [...]4

[ (aa) to impose limitations or other restrictions on the services to which a person's approval

relates, or ]

4

(b) to cancel a person's approval as a sponsor [ otherwise than at his request ]

5

 ,

it must give him a warning notice.

(5) If, after considering any representations made in response to the warning notice, the [ FCA ]

1

decides–

(a) to grant the application [ under sponsor rules]

6

 , [...]7

[ (aa) not to impose limitations or other restrictions on the services to which a person's

approval relates, or ]

7

(b) not to cancel the approval,

it must give the person concerned, and any person to whom a copy of the warning notice was given,

written notice of its decision.

(6) If, after considering any representations made in response to the warning notice, the [ FCA ]

1

decides–

(a) to refuse to grant the application [ under sponsor rules]

8

 , [...]9

[ (aa) to impose limitations or other restrictions on the services to which a person's approval

relates, or ]

9

(b) to cancel the approval,

it must give the person concerned a decision notice.

(7) A person to whom a decision notice is given under this section may refer the matter to the

Tribunal.

[ (8) In this section any reference to an application under sponsor rules means—

(a) an application for approval as a sponsor,

(b) an application for the suspension of an approval as a sponsor,

(c) an application for the withdrawal of the suspension of an approval as a sponsor, or

(d) an application for the withdrawal or variation of a limitation or other restriction on the

services to which a sponsor's approval relates.

]

10

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(f) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

2 Added by Financial Services Act 2012 c. 21 Pt 2 s.18(2)(a) (January 24, 2013 for the purpose of the preparation

and issue of a statement of policy under 2000 c.8 s.88C; March 19, 2013 for purposes of making rules; April 1,

2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.18(2)(b) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy under 2000 c.8 s.88C; March 19, 2013 for purposes of making rules;

April 1, 2013 otherwise)

4 Added by Financial Services Act 2012 c. 21 Pt 2 s.18(2)(c) (January 24, 2013 for the purpose of the preparation

and issue of a statement of policy under 2000 c.8 s.88C; March 19, 2013 for purposes of making rules; April 1,

2013 otherwise)

Financial Services and Markets Act 2000 Page 185
5 Words inserted by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.9 (July 12,

2007)

6 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.18(2)(d) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy under 2000 c.8 s.88C; March 19, 2013 for purposes of making rules;

April 1, 2013 otherwise)

7 Added by Financial Services Act 2012 c. 21 Pt 2 s.18(2)(e) (January 24, 2013 for the purpose of the preparation

and issue of a statement of policy under 2000 c.8 s.88C; March 19, 2013 for purposes of making rules; April 1,

2013 otherwise)

8 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.18(2)(f) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy under 2000 c.8 s.88C; March 19, 2013 for purposes of making rules;

April 1, 2013 otherwise)

9 Added by Financial Services Act 2012 c. 21 Pt 2 s.18(2)(g) (January 24, 2013 for the purpose of the preparation

and issue of a statement of policy under 2000 c.8 s.88C; March 19, 2013 for purposes of making rules; April 1,

2013 otherwise)

10 Added by Financial Services Act 2012 c. 21 Pt 2 s.18(2)(h) (January 24, 2013 for the purpose of the preparation

and issue of a statement of policy under 2000 c.8 s.88C; March 19, 2013 for purposes of making rules; April 1,

2013 otherwise)

Commencement

Pt VI s. 88(1)-(3)(d): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Pt VI s. 88(4)-(7): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 88(1)-(8)(d): United Kingdom 

Law In Force

[ 88A Disciplinary powers: contravention of s.88(3)(c) or (e)

(1) The FCA may take action against a sponsor under this section if it considers that the sponsor

has contravened a requirement or restriction imposed on the sponsor by rules made as a result of

section 88(3)(c) or (e).

(2) If the FCA is entitled to take action under this section against a sponsor, it may do one or more

of the following—

(a) impose a penalty on the sponsor of such amount as it considers appropriate;

(b) suspend, for such period as it considers appropriate, the sponsor's approval;

(c) impose, for such period as it considers appropriate, such limitations or other restrictions

in relation to the performance of services to which the sponsor's approval relates as it

considers appropriate;

(d) publish a statement to the effect that the sponsor has contravened a requirement or

restriction imposed on the sponsor by rules made as a result of section 88(3)(c) or (e).

(3) The period for which a suspension or restriction is to have effect may not exceed 12 months.

(4) A suspension may relate only to the performance in specified circumstances of a service to

which the approval relates.

(5) A restriction may, in particular, be imposed so as to require the sponsor to take, or refrain from

taking, specified action.

Financial Services and Markets Act 2000 Page 186
(6) The FCA may—

(a) withdraw a suspension or restriction; or

(b) vary a suspension or restriction so as to reduce the period for which it has effect or

otherwise to limit its effect.

(7) The FCA may not take action against a sponsor under this section after the end of the limitation

period unless, before the end of that period, it has given a warning notice to the sponsor under

section 88B(1).

(8) “The limitation period” means the period of 3 years beginning with the first day on which the

FCA knew that the sponsor had contravened the requirement or restriction.

(9) For this purpose the FCA is to be treated as knowing that a sponsor has contravened a requirement

or restriction if it has information from which that can reasonably be inferred.

]

1

Notes

1

Ss 88A-88F substituted for s.89 by Financial Services Act 2012 c. 21 Pt 2 s.18(4) (January 24, 2013: substitution

has effect on January 24, 2013 for the purpose of the preparation and issue of a statement of policy under 2000

c.8 s.88C subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 otherwise)

Extent

Pt VI s. 88A(1)-(9): United Kingdom 

Law In Force

[ 88B Action under s.88A: procedure and right to refer to Tribunal

(1) If the FCA proposes to take action against a sponsor under section 88A, it must give the sponsor

a warning notice.

(2) A warning notice about a proposal to impose a penalty must state the amount of the penalty.

(3) A warning notice about a proposal—

(a) to suspend an approval, or

(b) to impose a restriction in relation to the performance of a service,

must state the period for which the suspension or restriction is to have effect.

(4) A warning notice about a proposal to publish a statement must set out the terms of the statement.

(5) If the FCA decides to take action against a sponsor under section 88A, it must give the sponsor

a decision notice.

(6) A decision notice about the imposition of a penalty must state the amount of the penalty.

(7) A decision notice about—

(a) the suspension of an approval, or

(b) the imposition of a restriction in relation to the performance of a service,

must state the period for which the suspension or restriction is to have effect.

(8) A decision notice about the publication of a statement must set out the terms of the statement.

(9) If the FCA decides to take action against a sponsor under section 88A, the sponsor may refer

the matter to the Tribunal.

Financial Services and Markets Act 2000 Page 187
]

1

Notes

1

Ss 88A-88F substituted for s.89 by Financial Services Act 2012 c. 21 Pt 2 s.18(4) (January 24, 2013: substitution

has effect on January 24, 2013 for the purpose of the preparation and issue of a statement of policy under 2000

c.8 s.88C subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 otherwise)

Extent

Pt VI s. 88B(1)-(9): United Kingdom 

Law In Force

[ 88C Action under s.88A: statement of policy

(1) The FCA must prepare and issue a statement of its policy with respect to—

(a) the imposition of penalties, suspensions or restrictions under section 88A,

(b) the amount of penalties under that section, and

(c) the period for which suspensions or restrictions under that section are to have effect.

(2) The FCA's policy in determining what the amount of a penalty should be, or what the period

for which a suspension or restriction is to have effect should be, must include having regard to—

(a) the seriousness of the contravention in question in relation to the nature of the

requirement concerned,

(b) the extent to which that contravention was deliberate or reckless, and

(c) whether the sponsor concerned is an individual.

(3) The FCA may at any time alter or replace a statement issued under this section.

(4) If a statement issued under this section is altered or replaced, the FCA must issue the altered

or replacement statement.

(5) In exercising, or deciding whether to exercise, its power under section 88A in the case of any

particular contravention, the FCA must have regard to any statement of policy published under this

section and in force at a time when the contravention in question occurred.

(6) A statement issued under this section must be published by the FCA in the way appearing to

the FCA to be best calculated to bring it to the attention of the public.

(7) The FCA may charge a reasonable fee for providing a person with a copy of the statement.

(8) The FCA must, without delay, give the Treasury a copy of any statement which it publishes

under this section.

]

1

Notes

1

Ss 88A-88F substituted for s.89 by Financial Services Act 2012 c. 21 Pt 2 s.18(4) (January 24, 2013: substitution

has effect on January 24, 2013 for the purpose of the preparation and issue of a statement of policy under 2000

c.8 s.88C subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 otherwise)

Extent

Pt VI s. 88C(1)-(8): United Kingdom 

Financial Services and Markets Act 2000 Page 188
Law In Force

[ 88D Statement of policy under s.88C: procedure

(1) Before issuing a statement under section 88C, the FCA must publish a draft of the proposed

statement in the way appearing to the FCA to be best calculated to bring it to the attention of the

public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the FCA within a specified time.

(3) Before issuing the proposed statement, the FCA must have regard to any representations made

to it in accordance with subsection (2).

(4) If the FCA issues the proposed statement it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subsection (2), and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the

opinion of the FCA, significant, the FCA must (in addition to complying with subsection (4))

publish details of the difference.

(6) The FCA may charge a reasonable fee for providing a person with a copy of a draft published

under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

]

1

Notes

1

Ss 88A-88F substituted for s.89 by Financial Services Act 2012 c. 21 Pt 2 s.18(4) (January 24, 2013: substitution

has effect on January 24, 2013 for the purpose of the preparation and issue of a statement of policy under 2000

c.8 s.88C subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 otherwise)

Extent

Pt VI s. 88D(1)-(7): United Kingdom 

Law In Force

[ 88E Powers exercisable to advance operational objectives

(1) The FCA may take action against a sponsor under this section if it considers that it is desirable

to do so in order to advance one or more of its operational objectives.

(2) If the FCA is entitled to take action under this section against a sponsor, it may—

(a) suspend, for such period as it considers appropriate, the sponsor's approval, or

(b) impose, for such period as it considers appropriate, such limitations or other restrictions

in relation to the performance of services to which the sponsor's approval relates as it

considers appropriate.

(3) A suspension may relate only to the performance in specified circumstances of a service to

which the approval relates.

(4) A restriction may, in particular, be imposed so as to require the sponsor to take, or refrain from

taking, specified action.

Financial Services and Markets Act 2000 Page 189
(5) The FCA may—

(a) withdraw a suspension or restriction, or

(b) vary a suspension or restriction so as to reduce the period for which it has effect or

otherwise to limit its effect.

(6) A person against whom the FCA takes action under this section may refer the matter to the

Tribunal.

]

1

Notes

1

Ss 88A-88F substituted for s.89 by Financial Services Act 2012 c. 21 Pt 2 s.18(4) (January 24, 2013: substitution

has effect on January 24, 2013 for the purpose of the preparation and issue of a statement of policy under 2000

c.8 s.88C subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 otherwise)

Extent

Pt VI s. 88E(1)-(6): United Kingdom 

Law In Force

[ 88F Action under s.88E: procedure

(1) Action against a sponsor under section 88E takes effect—

(a) immediately, if the notice given under subsection (3) so provides, or

(b) on such later date as may be specified in the notice.

(2) If the FCA—

(a) proposes to take action against a sponsor under that section, or

(b) takes action against a sponsor under that section with immediate effect,

it must give the sponsor written notice.

(3) The notice must—

(a) give details of the action,

(b) state the FCA's reasons for taking the action and for its determination as to when the

action takes effect,

(c) inform the sponsor that the sponsor may make representations to the FCA within such

period as may be specified in the notice (whether or not the matter has been referred to the

Tribunal),

(d) inform the sponsor of when the action takes effect,

(e) inform the sponsor of the right to refer the matter to the Tribunal, and

(f) give an indication of the procedure on such a reference.

(4) The FCA may extend the period allowed under the notice for making representations.

(5) If the FCA decides—

(a) to take the action in the way proposed, or

(b) if the action has taken effect, not to rescind it,

the FCA must give the sponsor written notice.

(6) If the FCA decides—

(a) not to take the action in the way proposed,

(b) to take action under section 88E that differs from the action originally proposed, or

Financial Services and Markets Act 2000 Page 190
(c) to rescind action which has taken effect,

the FCA must give the sponsor written notice.

(7) A notice under subsection (5) must—

(a) inform the sponsor of the right to refer the matter to the Tribunal, and

(b) give an indication of the procedure on such a reference.

(8) A notice under subsection (6)(b) must comply with subsection (3).

]

1

Notes

1

Ss 88A-88F substituted for s.89 by Financial Services Act 2012 c. 21 Pt 2 s.18(4) (January 24, 2013: substitution

has effect on January 24, 2013 for the purpose of the preparation and issue of a statement of policy under 2000

c.8 s.88C subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 otherwise)

Extent

Pt VI s. 88F(1)-(8): United Kingdom 

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

89.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.18(4) (April 1, 2013 as SI 2013/423)

Other Application

As part of the substitution of new ss 88A-88F and in relation to the application of those new sections

as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: s.89 is repealed.[...]1

Notes

1

Ss 88A-88F substituted for s.89 by Financial Services Act 2012 c. 21 Pt 2 s.18(4) (January 24, 2013: substitution

has effect on January 24, 2013 for the purpose of the preparation and issue of a statement of policy under 2000

c.8 s.88C subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 191
[ Transparency obligations]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1266(1) (November 8, 2006)

Law In Force

[ 89A Transparency rules

(1) The [ FCA ]

2

 may make rules for the purposes of the transparency obligations directive.

(2) The rules may include provision for dealing with any matters arising out of or related to any

provision of the transparency obligations directive.

(3) The [ FCA ]

2

 may also make rules–

(a) for the purpose of ensuring that voteholder information in respect of voting shares

traded on a UK market other than a regulated market is made public or notified to the

[ FCA ]

2

 ;

(b) providing for persons who hold comparable instruments (see section 89F(1)(c)) in

respect of voting shares to be treated, in the circumstances specified in the rules, as holding

some or all of the voting rights in respect of those shares.

(4) Rules under this section may, in particular, make provision–

(a) specifying how the proportion of–

(i) the total voting rights in respect of shares in an issuer, or

(ii) the total voting rights in respect of a particular class of shares in an issuer,

held by a person is to be determined;

(b) specifying the circumstances in which, for the purposes of any determination of the

voting rights held by a person (“P”) in respect of voting shares in an issuer, any voting rights

held, or treated by virtue of subsection (3)(b) as held, by another person in respect of voting

shares in the issuer are to be regarded as held by P;

(c) specifying the nature of the information which must be included in any notification;

(d) about the form of any notification;

(e) requiring any notification to be given within a specified period;

(f) specifying the manner in which any information is to be made public and the period

within which it must be made public;

(g) specifying circumstances in which any of the requirements imposed by rules under this

section does not apply.

(5) Rules under this section are referred to in this Part as “transparency rules”.

(6) Nothing in sections 89B to 89G affects the generality of the power to make rules under this

section.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1266(1) (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 192
Extent

Pt VI s. 89A(1)-(6): United Kingdom 

Law In Force

[ 89B Provision of voteholder information

(1) Transparency rules may make provision for voteholder information in respect of voting shares

to be notified, in circumstances specified in the rules–

(a) to the issuer, or

(b) to the public,

or to both.

(2) Transparency rules may make provision for voteholder information notified to the issuer to be

notified at the same time to the [ FCA ]

2

 .

(3) In this Part “voteholder information” in respect of voting shares means information relating to

the proportion of voting rights held by a person in respect of the shares.

(4) Transparency rules may require notification of voteholder information relating to a person–

(a) initially, not later than such date as may be specified in the rules for the purposes of the

first indent of Article 30.2 of the transparency obligations directive, and

(b) subsequently, in accordance with the following provisions.

(5) Transparency rules under subsection (4)(b) may require notification of voteholder information

relating to a person only where there is a notifiable change in the proportion of–

(a) the total voting rights in respect of shares in the issuer, or

(b) the total voting rights in respect of a particular class of share in the issuer,

held by the person.

(6) For this purpose there is a “notifiable change” in the proportion of voting rights held by a person

when the proportion changes–

(a) from being a proportion less than a designated proportion to a proportion equal to or

greater than that designated proportion,

(b) from being a proportion equal to a designated proportion to a proportion greater or less

than that designated proportion, or

(c) from being a proportion greater than a designated proportion to a proportion equal to

or less than that designated proportion.

(7) In subsection (6) “designated” means designated by the rules.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1266(1) (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89B(1)-(7): United Kingdom 

Financial Services and Markets Act 2000 Page 193
Law In Force

[ 89C Provision of information by issuers of transferable securities

(1) Transparency rules may make provision requiring the issuer of transferable securities, in

circumstances specified in the rules–

(a) to make public information to which this section applies, or

(b) to notify to the [ FCA ]

2

 information to which this section applies,

or to do both.

(2) In the case of every issuer, this section applies to–

(a) information required by Article 4 of the transparency obligations directive;

(b) information relating to the rights attached to the transferable securities, including

information about the terms and conditions of those securities which could indirectly affect

those rights; and

(c) information about new loan issues and about any guarantee or security in connection

with any such issue.

(3) In the case of an issuer of debt securities, this section also applies to information required by

Article 5 of the transparency obligations directive.

(4) In the case of an issuer of shares, this section also applies to–

(a) information required by Article 5 of the transparency obligations directive;

(b) information required by Article 6 of that directive;

(c) voteholder information–

(i) notified to the issuer, or

(ii) relating to the proportion of voting rights held by the issuer in respect of shares

in the issuer;

(d) information relating to the issuer's capital; and

(e) information relating to the total number of voting rights in respect of shares or shares

of a particular class.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1266(1) (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89C(1)-(4)(e): United Kingdom 

Law In Force

[ 89D Notification of voting rights held by issuer

(1) Transparency rules may require notification of voteholder information relating to the proportion

of voting rights held by an issuer in respect of voting shares in the issuer–

(a) initially, not later than such date as may be specified in the rules for the purposes of the

second indent of Article 30.2 of the transparency obligations directive, and

(b) subsequently, in accordance with the following provisions.

Financial Services and Markets Act 2000 Page 194
(2) Transparency rules under subsection (1)(b) may require notification of voteholder information

relating to the proportion of voting rights held by an issuer in respect of voting shares in the issuer

only where there is a notifiable change in the proportion of–

(a) the total voting rights in respect of shares in the issuer, or

(b) the total voting rights in respect of a particular class of share in the issuer,

held by the issuer.

(3) For this purpose there is a “notifiable change” in the proportion of voting rights held by a person

when the proportion changes–

(a) from being a proportion less than a designated proportion to a proportion equal to or

greater than that designated proportion,

(b) from being a proportion equal to a designated proportion to a proportion greater or less

than that designated proportion, or

(c) from being a proportion greater than a designated proportion to a proportion equal to

or less than that designated proportion.

(4) In subsection (3) “designated” means designated by the rules.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1266(1) (November 8, 2006)

Extent

Pt VI s. 89D(1)-(4): United Kingdom 

Law In Force

[ 89E Notification of proposed amendment of issuer's constitution

Transparency rules may make provision requiring an issuer of transferable securities that are

admitted to trading on a regulated market to notify a proposed amendment to its constitution–

(a) to the [ FCA ]

2

 , and

(b) to the market on which the issuer's securities are admitted,

at times and in circumstances specified in the rules.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1266(1) (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89E(a)-(b): United Kingdom 

Law In Force

[ 89F Transparency rules: interpretation etc

(1) For the purposes of sections 89A to 89G–

Financial Services and Markets Act 2000 Page 195
(a) the voting rights in respect of any voting shares are the voting rights attached to those

shares,

(b) a person is to be regarded as holding the voting rights in respect of the shares–

(i) if, by virtue of those shares, he is a shareholder within the meaning of Article

2.1(e) of the transparency obligations directive;

(ii) if, and to the extent that, he is entitled to acquire, dispose of or exercise those

voting rights in one or more of the cases mentioned in Article 10(a) to (h) of the

transparency obligations directive;

(iii) if he holds, directly or indirectly, a financial instrument which results in an

entitlement to acquire the shares and is an Article 13 instrument, and

(c) a person holds a “comparable instrument” in respect of voting shares if he holds, directly

or indirectly, a financial instrument in relation to the shares which has similar economic

effects to an Article 13 instrument (whether or not the financial instrument results in an

entitlement to acquire the shares).

(2) Transparency rules under section 89A(3)(b) may make different provision for different

descriptions of comparable instrument.

(3) For the purposes of sections 89A to 89G two or more persons may, at the same time, each be

regarded as holding the same voting rights.

(4) In those sections–

“Article 13 instrument” means a financial instrument of a type determined by the European

Commission under Article 13.2 of the transparency obligations directive;

[ “financial instrument”has the meaning given in Article 4.1(17) of Directive 2004/39/EC

on markets in financial instruments; ]

2

“UK market” means a market that is situated or operating in the United Kingdom;

“voting shares” means shares of an issuer to which voting rights are attached.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1266(1) (November 8, 2006)

2 Definition inserted by Definition of Financial Instrument Order 2008/3053 art.2(2) (January 31, 2009)

Extent

Pt VI s. 89F(1)-(4) definition of "voting shares": United Kingdom 

Law In Force

[ 89G Transparency rules: other supplementary provisions

(1) Transparency rules may impose the same obligations on a person who has applied for the

admission of transferable securities to trading on a regulated market without the issuer's consent

as they impose on an issuer of transferable securities.

(2) Transparency rules that require a person to make information public may include provision

authorising the [ FCA ]

2

 to make the information public in the event that the person fails to do so.

(3) The [ FCA ]

2

 may make public any information notified to [ the FCA ]

2

 in accordance with

transparency rules.

Financial Services and Markets Act 2000 Page 196
(4) Transparency rules may make provision by reference to any provision of any rules made by the

Panel on Takeovers and Mergers under Part 28 of the Companies Act 2006.

(5) Sections 89A to 89F and this section are without prejudice to any other power conferred by this

Part to make Part 6 rules.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1266(1) (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89G(1)-(5): United Kingdom 

[ Power of [ FCA ]

2

 to call for information ]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1267 (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Law In Force

[ 89H [ FCA's]

2

 power to call for information

(1) The [ FCA ]

2

 may by notice in writing given to a person to whom this section applies require

him–

(a) to provide specified information or information of a specified description, or

(b) to produce specified documents or documents of a specified description.

(2) This section applies to–

(a) an issuer in respect of whom transparency rules have effect;

(b) a voteholder;

(c) an auditor of–

(i) an issuer to whom this section applies, or

(ii) a voteholder;

(d) a person who controls a voteholder;

(e) a person controlled by a voteholder;

(f) a director or other similar officer of an issuer to whom this section applies;

(g) a director or other similar officer of a voteholder or, where the affairs of a voteholder

are managed by its members, a member of the voteholder.

(3) This section applies only to information and documents reasonably required in connection with

the exercise by the [ FCA ]

2

 of functions conferred on it by or under sections 89A to 89G

(transparency rules).

(4) Information or documents required under this section must be provided or produced–

Financial Services and Markets Act 2000 Page 197
(a) before the end of such reasonable period as may be specified, and

(b) at such place as may be specified.

(5) If a person claims a lien on a document, its production under this section does not affect the

lien.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1267 (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89H(1)-(5): United Kingdom 

Law In Force

[ 89I Requirements in connection with call for information

(1) The [ FCA ]

2

 may require any information provided under section 89H to be provided in such

form as it may reasonably require.

(2) The [ FCA ]

2

 may require–

(a) any information provided, whether in a document or otherwise, to be verified in such

manner as it may reasonably require;

(b) any document produced to be authenticated in such manner as it may reasonably require.

(3) If a document is produced in response to a requirement imposed under section 89H , the [ FCA ]

2

may–

(a) take copies of or extracts from the document; or

(b) require the person producing the document, or any relevant person, to provide an

explanation of the document.

(4) In subsection (3)(b) “relevant person”, in relation to a person who is required to produce a

document, means a person who–

(a) has been or is a director or controller of that person;

(b) has been or is an auditor of that person;

(c) has been or is an actuary, accountant or lawyer appointed or instructed by that person;

or

(d) has been or is an employee of that person.

(5) If a person who is required under section 89H to produce a document fails to do so, the [ FCA ]

2

may require him to state, to the best of his knowledge and belief, where the document is.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1267 (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 198
Extent

Pt VI s. 89I(1)-(5): United Kingdom 

Law In Force

[ 89J Power to call for information: supplementary provisions

(1) The [ FCA ]

2

 may require an issuer to make public any information provided to [ the FCA ]

2

under section 89H.

(2) If the issuer fails to comply with a requirement under subsection (1), the [ FCA ]

2

 may, after

seeking representations from the issuer, make the information public.

(3) In sections 89H and 89I (power of [ FCA ]

2

 to call for information)–

“control” and “controlled”have the meaning given by subsection (4) below;

“specified” means specified in the notice;

“voteholder” means a person who–

(a) holds voting rights in respect of any voting shares for the purposes of sections

89A to 89G (transparency rules), or

(b) is treated as holding such rights by virtue of rules under section 89A(3)(b).

(4) For the purposes of those sections a person (“A”) controls another person (“B”) if–

(a) A holds a majority of the voting rights in B,

(b) A is a member of B and has the right to appoint or remove a majority of the members

of the board of directors (or, if there is no such board, the equivalent management body) of

B,

(c) A is a member of B and controls alone, pursuant to an agreement with other shareholders

or members, a majority of the voting rights in B, or

(d) A has the right to exercise, or actually exercises, dominant influence or control over B.

(5) For the purposes of subsection (4)(b)–

(a) any rights of a person controlled by A, and

(b) any rights of a person acting on behalf of A or a person controlled by A,

are treated as held by A.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1267 (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89J(1)-(5)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 199
[ Powers exercisable in case of infringement of transparency obligation ]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1268 (November 8, 2006)

Law In Force

[ 89K Public censure of issuer

(1) If the [ FCA ]

2

 finds that an issuer of securities admitted to trading on a regulated market is

failing or has failed to comply with an applicable transparency obligation, it may publish a statement

to that effect.

(2) If the [ FCA ]

2

 proposes to publish a statement, it must give the issuer a warning notice setting

out the terms of the proposed statement.

(3) If, after considering any representations made in response to the warning notice, the [ FCA ]

2

decides to make the proposed statement, it must give the issuer a decision notice setting out the

terms of the statement.

(4) A notice under this section must inform the issuer of his right to refer the matter to the Tribunal

(see section 89N) and give an indication of the procedure on such a reference.

(5) In this section “transparency obligation” means an obligation under–

(a) a provision of transparency rules, or

(b) any other provision made in accordance with the transparency obligations directive.

(6) In relation to an issuer whose home State is a member State other than the United Kingdom,

any reference to an applicable transparency obligation must be read subject to section 100A(2).

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1268 (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89K(1)-(6): United Kingdom 

Law In Force

[ 89L Power to suspend or prohibit trading of securities

(1) This section applies to securities admitted to trading on a regulated market.

(2) If the [ FCA ]

2

 has reasonable grounds for suspecting that an applicable transparency obligation

has been infringed by an issuer, it may–

(a) suspend trading in the securities for a period not exceeding 10 days,

(b) prohibit trading in the securities, or

(c) make a request to the operator of the market on which the issuer's securities are traded–

(i) to suspend trading in the securities for a period not exceeding 10 days, or

Financial Services and Markets Act 2000 Page 200
(ii) to prohibit trading in the securities.

(3) If the [ FCA ]

2

 has reasonable grounds for suspecting that a provision required by the

transparency obligations directive has been infringed by a voteholder of an issuer, it may–

(a) prohibit trading in the securities, or

(b) make a request to the operator of the market on which the issuer's securities are traded

to prohibit trading in the securities.

(4) If the [ FCA ]

2

 finds that an applicable transparency obligation has been infringed, it may

require the market operator to prohibit trading in the securities.

(5) In this section “transparency obligation” means an obligation under–

(a) a provision contained in transparency rules, or

(b) any other provision made in accordance with the transparency obligations directive.

(6) In relation to an issuer whose home State is a member State other than the United Kingdom,

any reference to an applicable transparency obligation must be read subject to section 100A(2).

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1268 (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89L(1)-(6): United Kingdom 

Law In Force

[ 89M Procedure under section 89L

(1) A requirement under section 89L takes effect–

(a) immediately, if the notice under subsection (2) states that that is the case;

(b) in any other case, on such date as may be specified in the notice.

(2) If the [ FCA ]

2

 –

(a) proposes to exercise the powers in section 89L in relation to a person, or

(b) exercises any of those powers in relation to a person with immediate effect,

it must give that person written notice.

(3) The notice must–

(a) give details of the [ FCA's]

2

 action or proposed action;

(b) state the [ FCA's]

2

 reasons for taking the action in question and choosing the date on

which it took effect or takes effect;

(c) inform the recipient that he may make representations to the [ FCA ]

2

 within such

period as may be specified by the notice (whether or not he had referred the matter to the

Tribunal);

(d) inform him of the date on which the action took effect or takes effect;

(e) inform him of his right to refer the matter to the Tribunal (see section 89N) and give

an indication of the procedure on such a reference.

Financial Services and Markets Act 2000 Page 201
(4) The [ FCA ]

2

 may extend the period within which representations may be made to it.

(5) If, having considered any representations made to it, the [ FCA ]

2

 decides to maintain, vary

or revoke its earlier decision, it must give written notice to that effect to the person mentioned in

subsection (2).

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1268 (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89M(1)-(5): United Kingdom 

Law In Force

[ 89N Right to refer matters to the Tribunal

A person–

(a) to whom a decision notice is given under section 89K (public censure), or

(b) to whom a notice is given under section 89M (procedure in connection with suspension

or prohibition of trading),

may refer the matter to the Tribunal.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1268 (November 8, 2006)

Extent

Pt VI s. 89N(a)-(b): United Kingdom 

[Corporate governance ]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1269 (November 8, 2006)

Law In Force

[ 89O Corporate governance rules

(1) The [ FCA ]

2

 may make rules (“corporate governance rules”)–

(a) for the purpose of implementing, enabling the implementation of or dealing with matters

arising out of or related to, any [ EU ]

3

 obligation relating to the corporate governance of

issuers who have requested or approved admission of their securities to trading on a regulated

market;

Financial Services and Markets Act 2000 Page 202
(b) about corporate governance in relation to such issuers for the purpose of implementing,

or dealing with matters arising out of or related to, any [ EU ]

4

 obligation.

(2) “Corporate governance”, in relation to an issuer, includes–

(a) the nature, constitution or functions of the organs of the issuer;

(b) the manner in which organs of the issuer conduct themselves;

(c) the requirements imposed on organs of the issuer;

(d) the relationship between the different organs of the issuer;

(e) the relationship between the organs of the issuer and the members of the issuer or holders

of the issuer's securities.

(3) The burdens and restrictions imposed by rules under this section on foreign-traded issuers must

not be greater than the burdens and restrictions imposed on UK-traded issuers by–

(a) rules under this section, and

(b) listing rules.

(4) For this purpose–

“foreign-traded issuer” means an issuer who has requested or approved admission of the

issuer's securities to trading on a regulated market situated or operating outside the United

Kingdom;

“UK-traded issuer” means an issuer who has requested or approved admission of the issuer's

securities to trading on a regulated market situated or operating in the United Kingdom.

(5) This section is without prejudice to any other power conferred by this Part to make Part 6 rules.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1269 (November 8, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3

Substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(e) (April 22, 2011)

4 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(e) (April 22, 2011)

Extent

Pt VI s. 89O(1)-(5): United Kingdom 

[ Primary information providers]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.19(1) (January 24, 2013 for the purpose of the preparation and

issue of a statement of policy under 2000 c.8 s.89S and for the purpose of making rules as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 203
Law In Force

[ 89P Primary information providers

(1) Part 6 rules may require issuers of financial instruments to use primary information providers

for the purpose of giving information of a specified description to a market of a specified description.

(2) “Primary information provider” means a person approved by the FCA for the purposes of this

section.

(3) “Specified” means specified in the Part 6 rules.

(4) Part 6 rules made by virtue of subsection (1) may—

(a) provide for the FCA to maintain a list of providers;

(b) impose requirements on a provider in relation to the giving of information or of

information of a specified description;

(c) specify the circumstances in which a person is qualified for being approved as a provider;

(d) provide for limitations or other restrictions to be imposed on the giving of information

to which an approval relates (whether or not the approval has already been granted);

(e) provide for the approval of a provider to be suspended on the application of the provider.

(5) If the FCA proposes—

(a) to refuse a person's application under information provider rules,

(b) to impose limitations or other restrictions on the giving of information to which a

person's approval relates, or

(c) to cancel a person's approval as a provider otherwise than at the person's request,

it must give the person a warning notice.

(6) If the FCA decides—

(a) to grant the application under information provider rules,

(b) not to impose limitations or other restrictions on the giving of information to which a

person's approval relates, or

(c) not to cancel the approval,

it must give the person concerned written notice of its decision.

(7) If the FCA decides—

(a) to refuse to grant the application under information provider rules,

(b) to impose limitations or other restrictions on the giving of information to which a

person's approval relates, or

(c) to cancel the approval,

it must give the person concerned a decision notice.

(8) A person to whom a decision notice is given under this section may refer the matter to the

Tribunal.

(9) In this section any reference to an application under information provider rules means—

(a) an application for approval as a provider,

(b) an application for the suspension of an approval as a provider,

(c) an application for the withdrawal of the suspension of an approval as a provider, or

(d) an application for the withdrawal or variation of a limitation or other restriction on the

giving of information to which a provider's approval relates.

]

1

Financial Services and Markets Act 2000 Page 204
Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.19(1) (January 24, 2013 for the purpose of the preparation and

issue of a statement of policy under 2000 c.8 s.89S and for the purpose of making rules as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89P(1)-(9)(d): United Kingdom 

Law In Force

[ 89Q Disciplinary powers: contravention of s.89P(4)(b) or (d)

(1) The FCA may take action against a provider under this section if it considers that the provider

has contravened a requirement or restriction imposed on the provider by rules made as a result of

section 89P(4)(b) or (d).

(2) If the FCA is entitled to take action under this section against a provider, it may do one or more

of the following—

(a) impose a penalty on the provider of such amount as it considers appropriate;

(b) suspend, for such period as it considers appropriate, the provider's approval;

(c) impose, for such period as it considers appropriate, such limitations or other restrictions

in relation to the giving by the provider of information as it considers appropriate;

(d) publish a statement to the effect that the provider has contravened a requirement or

restriction imposed on the provider by rules made as a result of section 89P(4)(b) or (d).

(3) The period for which a suspension or restriction is to have effect may not exceed 12 months.

(4) A suspension may relate only to the giving of information in specified circumstances.

(5) A restriction may, in particular, be imposed so as to require the provider to take, or refrain from

taking, specified action.

(6) The FCA may—

(a) withdraw a suspension or restriction, or

(b) vary a suspension or restriction so as to reduce the period for which it has effect or

otherwise to limit its effect.

(7) The FCA may not take action against a provider under this section after the end of the limitation

period unless, before the end of that period, it has given a warning notice to the provider under

section 89R(1).

(8) “The limitation period” means the period of 3 years beginning with the first day on which the

FCA knew that the provider had contravened the requirement or restriction.

(9) For this purpose the FCA is to be treated as knowing that a provider has contravened a

requirement or restriction if it has information from which that can reasonably be inferred.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.19(1) (January 24, 2013 for the purpose of the preparation and

issue of a statement of policy under 2000 c.8 s.89S and for the purpose of making rules as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 205
Extent

Pt VI s. 89Q(1)-(9): United Kingdom 

Law In Force

[ 89R Action under s.89Q: procedure and right to refer to Tribunal

(1) If the FCA proposes to take action against a provider under section 89Q, it must give the provider

a warning notice.

(2) A warning notice about a proposal to impose a penalty must state the amount of the penalty.

(3) A warning notice about a proposal—

(a) to suspend an approval, or

(b) to impose a restriction in relation to the giving of information, must state the period for

which the suspension or restriction is to have effect.

(4) A warning notice about a proposal to publish a statement must set out the terms of the statement.

(5) If the FCA decides to take action against a provider under section 89Q, it must give the provider

a decision notice.

(6) A decision notice about the imposition of a penalty must state the amount of the penalty.

(7) A decision notice about—

(a) the suspension of an approval, or

(b) the imposition of a restriction in relation to the giving of information,

must state the period for which the suspension or restriction is to have effect.

(8) A decision notice about the publication of a statement must set out the terms of the statement.

(9) If the FCA decides to take action against a provider under section 89Q, the provider may refer

the matter to the Tribunal.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.19(1) (January 24, 2013 for the purpose of the preparation and

issue of a statement of policy under 2000 c.8 s.89S and for the purpose of making rules as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89R(1)-(9): United Kingdom 

Law In Force

[ 89S Action under s.89Q: statement of policy

(1) The FCA must prepare and issue a statement of its policy with respect to—

(a) the imposition of penalties, suspensions or restrictions under section 89Q,

(b) the amount of penalties under that section,

(c) the period for which suspensions or restrictions under that section are to have effect,

and

Financial Services and Markets Act 2000 Page 206
(d) the matters in relation to which suspensions or restrictions under that section are to

have effect.

(2) The FCA's policy in determining what the amount of a penalty should be, or what the period

for which a suspension or restriction is to have effect should be, must include having regard to—

(a) the seriousness of the contravention in question in relation to the nature of the

requirement concerned,

(b) the extent to which that contravention was deliberate or reckless, and

(c) whether the provider concerned is an individual.

(3) The FCA may at any time alter or replace a statement issued under this section.

(4) If a statement issued under this section is altered or replaced, the FCA must issue the altered

or replacement statement.

(5) In exercising, or deciding whether to exercise, its power under section 89Q in the case of any

particular contravention, the FCA must have regard to any statement of policy published under this

section and in force at a time when the contravention in question occurred.

(6) A statement issued under this section must be published by the FCA in the way appearing to

the FCA to be best calculated to bring it to the attention of the public.

(7) The FCA may charge a reasonable fee for providing a person with a copy of the statement.

(8) The FCA must, without delay, give the Treasury a copy of any statement which it publishes

under this section.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.19(1) (January 24, 2013 for the purpose of the preparation and

issue of a statement of policy under 2000 c.8 s.89S and for the purpose of making rules as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89S(1)-(8): United Kingdom 

Law In Force

[ 89T Statement of policy under s.89S: procedure

(1) Before issuing a statement under section 89S, the FCA must publish a draft of the proposed

statement in the way appearing to the FCA to be best calculated to bring it to the attention of the

public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the FCA within a specified time.

(3) Before issuing the proposed statement, the FCA must have regard to any representations made

to it in accordance with subsection (2).

(4) If the FCA issues the proposed statement it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subsection (2); and

(b) its response to them.

Financial Services and Markets Act 2000 Page 207
(5) If the statement differs from the draft published under subsection (1) in a way which is, in the

opinion of the FCA, significant, the FCA must (in addition to complying with subsection (4))

publish details of the difference.

(6) The FCA may charge a reasonable fee for providing a person with a copy of a draft published

under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.19(1) (January 24, 2013 for the purpose of the preparation and

issue of a statement of policy under 2000 c.8 s.89S and for the purpose of making rules as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89T(1)-(7): United Kingdom 

Law In Force

[ 89U Powers exercisable to advance operational objectives

(1) The FCA may take action against a provider under this section if it considers that it is desirable

to do so in order to advance one or more of its operational objectives.

(2) If the FCA is entitled to take action under this section against a provider, it may—

(a) suspend, for such period as it considers appropriate, the provider's approval, or

(b) impose, for such period as it considers appropriate, such limitations or other restrictions

in relation to the giving by the provider of information as it considers appropriate.

(3) A suspension may relate only to the giving of information in specified circumstances.

(4) A restriction may, in particular, be imposed so as to require the provider to take, or refrain from

taking, specified action.

(5) The FCA may—

(a) withdraw a suspension or restriction, or

(b) vary a suspension or restriction so as to reduce the period for which it has effect or

otherwise to limit its effect.

(6) A person against whom the FCA takes action under this section may refer the matter to the

Tribunal.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.19(1) (January 24, 2013 for the purpose of the preparation and

issue of a statement of policy under 2000 c.8 s.89S and for the purpose of making rules as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89U(1)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 208
Law In Force

[ 89V Action under s.89U: procedure

(1) Action against a provider under section 89U takes effect—

(a) immediately, if the notice given under subsection (2) so provides, or

(b) on such later date as may be specified in the notice.

(2) If the FCA—

(a) proposes to take action against a provider under that section, or

(b) takes action against a provider under that section with immediate effect,

it must give the provider written notice.

(3) The notice must—

(a) give details of the action,

(b) state the FCA's reasons for taking the action and for its determination as to when the

action takes effect,

(c) inform the provider that the provider may make representations to the FCA within such

period as may be specified in the notice (whether or not the matter has been referred to the

Tribunal),

(d) inform the provider of when the action takes effect,

(e) inform the provider of the right to refer the matter to the Tribunal, and

(f) give an indication of the procedure on such a reference.

(4) The FCA may extend the period allowed under the notice for making representations.

(5) If the FCA decides—

(a) to take the action in the way proposed, or

(b) if the action has taken effect, not to rescind it,

the FCA must give the provider written notice.

(6) If the FCA decides—

(a) not to take the action in the way proposed,

(b) to take action under section 89U that differs from the action originally proposed, or

(c) to rescind action which has taken effect,

the FCA must give the provider written notice.

(7) A notice under subsection (5) must—

(a) inform the provider of the right to refer the matter to the Tribunal, and

(b) give an indication of the procedure on such a reference.

(8) A notice under subsection (6)(b) must comply with subsection (3).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.19(1) (January 24, 2013 for the purpose of the preparation and

issue of a statement of policy under 2000 c.8 s.89S and for the purpose of making rules as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 89V(1)-(8): United Kingdom 

Financial Services and Markets Act 2000 Page 209
[Compensation for false or misleading statements etc ]

1

Notes

1 Word substituted by Companies Act 2006 c. 46 Sch.15(1) para.4 (November 8, 2006)

Law In Force

90.— [ Compensation for statements in listing particulars or prospectus]

1

(1) Any person responsible for listing particulars is liable to pay compensation to a person who

has–

(a) acquired securities to which the particulars apply; and

(b) suffered loss in respect of them as a result of–

(i) any untrue or misleading statement in the particulars; or

(ii) the omission from the particulars of any matter required to be included by section

80 or 81.

(2) Subsection (1) is subject to exemptions provided by Schedule 10.

(3) If listing particulars are required to include information about the absence of a particular matter,

the omission from the particulars of that information is to be treated as a statement in the listing

particulars that there is no such matter.

(4) Any person who fails to comply with section 81 is liable to pay compensation to any person

who has–

(a) acquired securities of the kind in question; and

(b) suffered loss in respect of them as a result of the failure.

(5) Subsection (4) is subject to exemptions provided by Schedule 10.

(6) This section does not affect any liability which may be incurred apart from this section.

(7) References in this section to the acquisition by a person of securities include references to his

contracting to acquire them or any interest in them.

(8) No person shall, by reason of being a promoter of a company or otherwise, incur any liability

for failing to disclose information which he would not be required to disclose in listing particulars

in respect of a company's securities–

(a) if he were responsible for those particulars; or

(b) if he is responsible for them, which he is entitled to omit by virtue of section 82.

(9) The reference in subsection (8) to a person incurring liability includes a reference to any other

person being entitled as against that person to be granted any civil remedy or to rescind or repudiate

an agreement.

(10) “Listing particulars”, in subsection (1) and Schedule 10, includes supplementary listing

particulars.

[ (11) This section applies in relation to a prospectus as it applies to listing particulars, with the

following modifications—

(a) references in this section or in Schedule 10 to listing particulars, supplementary listing

particulars or sections 80, 81 or 82 are to be read, respectively, as references to a prospectus,

supplementary prospectus and sections 87A, 87G and 87B;

Financial Services and Markets Act 2000 Page 210
(b) references in Schedule 10 to admission to the official list are to be read as references

to admission to trading on a regulated market;

(c) in relation to a prospectus, “securities” means “transferable securities”.

[ (12) A person is not to be subject to civil liability solely on the basis of a summary in a prospectus

unless the summary, when read with the rest of the prospectus—

(a) is misleading, inaccurate or inconsistent; or

(b) does not provide key information (as defined in section 87A(9) and (10)),

and in this subsection a summary includes any translation of it.

]

3

]

2

Notes

1 Heading substituted by Companies Act 2006 c. 46 Sch.15(1) para.5 (November 8, 2006)

2 Added by Prospectus Regulations 2005/1433 Sch.1 para.6(2) (July 1, 2005)

3

Substituted by Prospectus Regulations 2012/1538 reg.7 (July 1, 2012)

Commencement

Pt VI s. 90(1)-(10): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 90(1)-(12)(b): United Kingdom 

Law In Force

[ 90ZA.— Liability for key investor information

(1) A person is not to be subject to civil liability solely on the basis of the key investor information

produced in relation to a collective investment scheme or a sub-fund of such a scheme in accordance

with rules or other provisions implementing Chapter IX of the UCITS directive, or of any translation

of that information, unless the key investor information is misleading, inaccurate or inconsistent

with the relevant parts of the prospectus published for that collective investment scheme or sub-fund

in accordance with rules made by [ the FCA ]

2

 under [section 248 or 261J]

3

 of this Act.

(2) In this section, a reference to a sub-fund of a collective investment scheme is a reference to a

part of the property of the collective investment scheme which forms a separate pool where—

(a) the collective investment scheme provides arrangements for separate pooling of the

contributions of the participants and the profits and income out of which payments are made

to them; and

(b) the participants are entitled to exchange rights in one pool for rights in another.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(3)

(July 1, 2011)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(2) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

Financial Services and Markets Act 2000 Page 211
Extent

Pt VI s. 90ZA(1)-(2)(b): United Kingdom 

Law In Force

[ 90A. Liability of issuers in connection with published information

Schedule 10A makes provision about the liability of issuers of securities to pay compensation to

persons who have suffered loss as a result of—

(a) a misleading statement or dishonest omission in certain published information relating

to the securities, or

(b) a dishonest delay in publishing such information.

]

1

Notes

1

Substituted by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 reg.2(2)

(October 1, 2010: substitution has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Extent

Pt VI s. 90A(1)-(9)(b): United Kingdom 

Law In Force

[ 90B Power to make further provision about liability for published information

(1) The Treasury may by regulations make provision about the liability of issuers of securities

traded on a regulated market, and other persons, in respect of information published to holders of

securities, to the market or to the public generally.

(2) Regulations under this section may amend any primary or subordinate legislation, including

any provision of, or made under, this Act.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1270 (November 8, 2006)

Extent

Pt VI s. 90B(1)-(2): United Kingdom 

Penalties

Law In Force

91.— [ Penalties for breach of Part 6 rules]

1

[

[ (1) If the [ FCA ]

4

 considers that–

(a) an issuer of listed securities, or

Financial Services and Markets Act 2000 Page 212
(b) an applicant for listing,

has contravened any provision of listing rules, it may impose on him a penalty of such amount as

it considers appropriate.

(1ZA) If the [ FCA ]

4

 considers that–

(a) an issuer who has requested or approved the admission of a financial instrument to

trading on a regulated market,

(b) a person discharging managerial responsibilities within such an issuer, or

(c) a person connected with such a person discharging managerial responsibilities,

has contravened any provision of disclosure rules, it may impose on him a penalty of such amount

as it considers appropriate.

]

3

[ (1A) If the [ FCA ]

4

 considers that—

(a) an issuer of transferable securities,

(b) a person offering transferable securities to the public or requesting their admission to

trading on a regulated market,

(c) an applicant for the approval of a prospectus in relation to transferable securities,

(d) a person on whom a requirement has been imposed under section 87K or 87L, or

(e) any other person to whom a provision of the prospectus directive applies,

has contravened a provision of this Part or of prospectus rules, or a provision otherwise made in

accordance with the prospectus directive or a requirement imposed on him under such a provision,

it may impose on him a penalty of such amount as it considers appropriate.

]

5

[ (1B) If the [ FCA ]

4

 considers–

(a) that a person has contravened–

(i) a provision of transparency rules or a provision otherwise made in accordance

with the transparency obligations directive, or

(ii) a provision of corporate governance rules, or

(b) that a person on whom a requirement has been imposed under section 89L (power to

suspend or prohibit trading of securities in case of infringement of applicable transparency

obligation), has contravened that requirement,

it may impose on the person a penalty of such amount as it considers appropriate.

]

6

(2) If, in the case of a contravention [ by a person ]

7

 referred to in subsection [ (1), (1ZA)(a), (1A)

or (1B) ]

8

[ (“P”) ]

9

 , the [ FCA ]

4

 considers that [ another person ]

10 who was at the material

time a director of [ P ]

11

 was knowingly concerned in the contravention, it may impose upon him

a penalty of such amount as it considers appropriate. ]

2

(3) If the [ FCA ]

4

 is entitled to impose a penalty on a person under this section in respect of a

particular matter it may, instead of imposing a penalty on him in respect of that matter, publish a

statement censuring him.

(4) Nothing in this section prevents the [ FCA ]

4

 from taking any other steps which it has power

to take under this Part.

(5) A penalty under this section is payable to the [ FCA ]

4

 .

Financial Services and Markets Act 2000 Page 213
(6) The [ FCA ]

4

 may not take action against a person under this section after the end of the period

of [ 3 years]

12 beginning with the first day on which it knew of the contravention unless proceedings

against that person, in respect of the contravention, were begun before the end of that period.

(7) For the purposes of subsection (6)–

(a) the [ FCA ]

4

 is to be treated as knowing of a contravention if it has information from

which the contravention can reasonably be inferred; and

(b) proceedings against a person in respect of a contravention are to be treated as begun

when a warning notice is given to him under section 92.

Notes

1 Title substituted by Prospectus Regulations 2005/1433 Sch.1 para.7(4) (July 1, 2005)

2

Substituted by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.1 para.4 (July

1, 2005)

3

S.91(1)-(1ZA) substituted for s.91(1) by Companies Act 2006 c. 46 Sch.15(1) para.6(2) (November 8, 2006)

4 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

5 Added by Prospectus Regulations 2005/1433 Sch.1 para.7(2) (July 1, 2005)

6 Added by Companies Act 2006 c. 46 Sch.15(1) para.6(3) (November 8, 2006)

7 Words substituted by Prospectus Regulations 2005/1433 Sch.1 para.7(3)(a) (July 1, 2005)

8 Words substituted by Companies Act 2006 c. 46 Sch.15(1) para.6(4) (November 8, 2006)

9 Words substituted by Prospectus Regulations 2005/1433 Sch.1 para.7(3)(b) (July 1, 2005)

10 Words substituted by Prospectus Regulations 2005/1433 Sch.1 para.7(3)(c) (July 1, 2005)

11 Words substituted by Prospectus Regulations 2005/1433 Sch.1 para.7(3)(d) (July 1, 2005)

12 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.20 (April 1, 2013)

Commencement

Pt VI s. 91(1)-(7)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 91(1)-(7)(b): United Kingdom 

Law In Force

92.— Procedure.

(1) If the [ FCA ]

1

 proposes to take action against a person under section 91, it must give him a

warning notice.

(2) A warning notice about a proposal to impose a penalty must state the amount of the proposed

penalty.

(3) A warning notice about a proposal to publish a statement must set out the terms of the proposed

statement.

(4) If the [ FCA ]

1

 decides to take action against a person under section 91, it must give him a

decision notice.

(5) A decision notice about the imposition of a penalty must state the amount of the penalty.

Financial Services and Markets Act 2000 Page 214
(6) A decision notice about the publication of a statement must set out the terms of the statement.

(7) If the [ FCA ]

1

 decides to take action against a person under section 91, he may refer the matter

to the Tribunal.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Pt VI s. 92(1)-(7): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 92(1)-(7): United Kingdom 

Law In Force

93.— Statement of policy.

(1) The [ FCA ]

1

 must prepare and issue a statement (“its policy statement”) of its policy with

respect to–

(a) the imposition of penalties under section 91; and

(b) the amount of penalties under that section.

(2) The [ FCA's]

1

 policy in determining what the amount of a penalty should be must include

having regard to–

(a) the seriousness of the contravention in question in relation to the nature of the

requirement contravened;

(b) the extent to which that contravention was deliberate or reckless; and

(c) whether the person on whom the penalty is to be imposed is an individual.

(3) The [ FCA ]

1

 may at any time alter or replace its policy statement.

(4) If its policy statement is altered or replaced, the [ FCA ]

1

 must issue the altered or replacement

statement.

(5) In exercising, or deciding whether to exercise, its power under section 91 in the case of any

particular contravention, the [ FCA ]

1

 must have regard to any policy statement published under

this section and in force at the time when the contravention in question occurred.

(6) The [ FCA ]

1

 must publish a statement issued under this section in the way appearing to the

[ FCA ]

1

 to be best calculated to bring it to the attention of the public.

(7) The [ FCA ]

1

 may charge a reasonable fee for providing a person with a copy of the statement.

(8) The [ FCA ]

1

 must, without delay, give the Treasury a copy of any policy statement which it

publishes under this section.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 215
Commencement

Pt VI s. 93(1)-(8): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt VI s. 93(1)-(8): United Kingdom 

Law In Force

94.— Statements of policy: procedure.

(1) Before issuing a statement under section 93 , the [ FCA ]

1

 must publish a draft of the proposed

statement in the way appearing to the [ FCA ]

1

 to be best calculated to bring it to the attention of

the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the [ FCA ]

1

 within a specified time.

(3) Before issuing the proposed statement, the [ FCA ]

1

 must have regard to any representations

made to it in accordance with subsection (2).

(4) If the [ FCA ]

1

 issues the proposed statement it must publish an account, in general terms, of–

(a) the representations made to it in accordance with subsection (2); and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the

opinion of the [ FCA ]

1

 , significant, the [ FCA ]

1

 must (in addition to complying with subsection

(4)) publish details of the difference.

(6) The [ FCA ]

1

 may charge a reasonable fee for providing a person with a copy of a draft published

under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Pt VI s. 94(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt VI s. 94(1)-(7): United Kingdom 

Competition

R Repealed

95.— [...]1

Financial Services and Markets Act 2000 Page 216
Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.21 (April 1, 2013)

Miscellaneous

Law In Force

96.— Obligations of issuers of listed securities.

(1) Listing rules may–

(a) specify requirements to be complied with by issuers of listed securities; and

(b) make provision with respect to the action that may be taken by the [ FCA ]

1

 in the

event of non-compliance.

(2) If the rules require an issuer to publish information, they may include provision authorising

the [ FCA ]

1

 to publish it in the event of his failure to do so.

(3) This section applies whenever the listed securities were admitted to the official list.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Pt VI s. 96(1)-(3): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt VI s. 96(1)-(3): United Kingdom 

Law In Force

[ 96A Disclosure of information requirements

(1) Disclosure rules must include provision specifying the disclosure of information requirements

to be complied with by—

(a) issuers who have requested or approved admission of their financial instruments to

trading on a regulated market in the United Kingdom;

(b) persons acting on behalf of or for the account of such issuers;

(c) persons discharging managerial responsibilities within an issuer—

(i) who is registered in the United Kingdom and who has requested or approved

admission of its shares to trading on a regulated market; or

(ii) who is not registered in the United Kingdom or any other EEA State but who

has requested or approved admission of its shares to trading on a regulated market

and [ whose home State is the United Kingdom ]

2

 ;

(d) persons connected to such persons discharging managerial responsibilities.

(2) The rules must in particular—

Financial Services and Markets Act 2000 Page 217
(a) require an issuer to publish specified inside information;

(b) require an issuer to publish any significant change concerning information it has already

published in accordance with paragraph (a);

(c) allow an issuer to delay the publication of inside information in specified circumstances;

(d) require an issuer (or a person acting on his behalf or for his account) who discloses

inside information to a third party to publish that information without delay in specified

circumstances;

(e) require an issuer (or person acting on his behalf or for his account) to draw up a list of

those persons working for him who have access to inside information relating directly or

indirectly to that issuer; and

(f) require persons discharging managerial responsibilities within an issuer falling within

subsection (1)(c)(i) or (ii), and persons connected to such persons discharging managerial

responsibilities, to disclose transactions conducted on their own account in shares of the

issuer, or derivatives or any other financial instrument relating to those shares.

(3) Disclosure rules may make provision with respect to the action that may be taken by the [ FCA ]

3

in respect of non-compliance.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.1 para.6 (March

17, 2005)

2 Words substituted by Prospectus Regulations 2012/1538 reg.8 (July 1, 2012)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 96A(1)-(3): United Kingdom 

Law In Force

[ 96B [ Disclosure rules: persons responsible for compliance ]

2

(1) [ For the purposes of the provisions of this Part relating to disclosure rules]

3

 , a “person

discharging managerial responsibilities within an issuer” means—

(a) a director of an issuer falling within section 96A(1)(c)(i) or (ii); or

(b) a senior executive of such an issuer who—

(i) has regular access to inside information relating, directly or indirectly, to the

issuer, and

(ii) has power to make managerial decisions affecting the future development and

business prospects of the issuer.

[ (2) Schedule 11B (connected persons) has effect for the purposes of the provisions of this Part

relating to disclosure rules. ]

4

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.1 para.6 (March

17, 2005)

Financial Services and Markets Act 2000 Page 218
2 Heading substituted by Companies Act 2006 c. 46 Sch.15(1) para.7(a) (November 8, 2006)

3 Words substituted by Companies Act 2006 c. 46 Sch.15(1) para.7(b) (November 8, 2006)

4

Substituted by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 reg.2(1) (October

1, 2009)

Extent

Pt VI s. 96B(1)-(2)(c)(ii): United Kingdom 

Law In Force

[ 96C Suspension of trading

(1) The [ FCA ]

2

 may, in accordance with disclosure rules, suspend trading in a financial instrument.

(2) If the [ FCA ]

2

 does so, the issuer of that financial instrument may refer the matter to the

Tribunal.

(3) The provisions relating to suspension of listing of securities in section 78 apply to the suspension

of trading in a financial instrument and the references to listing and securities are to be read as

references to trading and financial instruments respectively for the purposes of this section.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.1 para.6 (March

17, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 96C(1)-(3): United Kingdom 

Law In Force

97.— Appointment by [ FCA ]

1

 of persons to carry out investigations.

(1) Subsection (2) applies if it appears to the [ FCA ]

1

 that there are circumstances suggesting

that–

[ (a) there may have been a contravention of–

(i) a provision of this Part or of Part 6 rules, or

(ii) a provision otherwise made in accordance with the prospectus directive or the

transparency obligations directive;

(b) a person who was at the material time a director of a person mentioned in section 91(1),

(1ZA)(a), (1A) or (1B) has been knowingly concerned in a contravention by that person

of–

(i) a provision of this Part or of Part 6 rules, or

(ii) a provision otherwise made in accordance with the prospectus directive or the

transparency obligations directive;

]

2

(c) [...]3

Financial Services and Markets Act 2000 Page 219
(d) there may have been a contravention of [section 85 or 87G ]

4

.

(2) The [ FCA ]

1

 may appoint one or more competent persons to conduct an investigation on its

behalf.

(3) Part XI applies to an investigation under subsection (2) as if–

(a) the investigator were appointed under section 167(1);

(b) references to the investigating authority in relation to him were to the [ FCA ]

1

 ;

(c) references to the offences mentioned in section 168 were to those mentioned in subsection

(1)(d);

(d) references to an authorised person were references to the person under investigation.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(g) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

2

Substituted by Companies Act 2006 c. 46 Sch.15(1) para.8 (November 8, 2006)

3 Repealed by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.1 para.7(c) (July

1, 2005)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.7 (April 1, 2013)

Commencement

Pt VI s. 97(1)-(3)(d): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VI s. 97(1)-(3)(d): United Kingdom 

R Repealed

98.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.9 (July 1, 2005)

R Repealed

99.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(c) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

R Repealed

100.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(d) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 220
Law In Force

[ 100A Exercise of powers where UK is host member state

(1) This section applies to the exercise by the [ FCA ]

2

 of any power under this Part exercisable

in case of infringement of–

(a) a provision of prospectus rules or any other provision made in accordance with the

prospectus directive, or

(b) a provision of transparency rules or any other provision made in accordance with the

transparency obligations directive,

in relation to an issuer whose home State is a member State other than the United Kingdom.

(2) The [ FCA ]

2

 may act in such a case only in respect of the infringement of a provision required

by the relevant directive. Any reference to an applicable provision or applicable transparency

obligation shall be read accordingly.

[ (3) If [ the FCA ]

4

 finds that there has been such an infringement, it must—

(a) give a notice to that effect to the competent authority of the person's home State

requesting it—

(i) to take all appropriate measures for the purpose of ensuring that the person

remedies the situation that has given rise to the notice, and

(ii) to inform [ the FCA ]

4

 of the measures it proposes to take or has taken or the

reasons for not taking such measures, and

(b) notify ESMA.

]

3

(4) [ The FCA ]

5

 may not act further unless satisfied–

(a) that the competent authority of the person's home State has failed or refused to take

measures for the purpose mentioned in subsection (3)(a), or

(b) that the measures taken by that authority have proved inadequate for that purpose.

This does not affect exercise of the powers under section 87K(2), 87L(2) or (3) or 89L(2) or (3)

(powers to protect market).

(5) If [ the FCA ]

6

 is so satisfied, it must, after informing the competent authority of the person's

home State [ and ESMA ]

7

 , take all appropriate measures to protect investors.

(6) In such a case [ the FCA ]

6

 must inform the Commission [ and ESMA ]

8

 of the measures at

the earliest opportunity.

]

1

Notes

1 Added by Companies Act 2006 c. 46 Pt 43 s.1271 (November 8, 2006)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(12)(a) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3

Substituted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(6)(a) (April 16, 2012)

4 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(12)(b) (January 24, 2013 for the purpose of

making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(12)(c) (January 24, 2013 for the purpose of

making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

6 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(12)(d) (January 24, 2013 for the purpose of

making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

7 Words inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(6)(b) (April 16, 2012)

Financial Services and Markets Act 2000 Page 221
8 Words inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(6)(c) (April 16, 2012)

Extent

Pt VI s. 100A(1)-(6): United Kingdom 

Law In Force

101.— Listing rules: general provisions.

(1) [...]1

(2) [ Part 6 rules]

2

 may authorise the [ FCA ]

3

 to dispense with or modify the application of the

rules in particular cases and by reference to any circumstances.

(3)-(8) [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(e) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

2 Words substituted by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.1

para.10(a) (July 1, 2005)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(h) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Pt VI s. 101(1)-(8): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt VI s. 101(1)-(8): United Kingdom 

R Repealed

102.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(f) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Law In Force

103.— 

[s.103 is not repealed but has been substituted for ss.102A-103. ]

1

Notes

1

Ss.102A-103 substituted for s.103 by Prospectus Regulations 2005/1433 Sch.1 para.11 (July 1, 2005)

Commencement

Pt VI s. 103(1)-(7): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Financial Services and Markets Act 2000 Page 222
Extent

Pt VI s. 103(1)-(7): United Kingdom 

[ Interpretative provisions]

1

Notes

1

Ss.102A-103 substituted for s.103 by Prospectus Regulations 2005/1433 Sch.1 para.11 (July 1, 2005)

Law In Force

[ 102A Meaning of “securities” etc.

(1) This section applies for the purposes of this Part.

(2) “Securities” means (except in section 74(2) and the expression “transferable securities”) anything

which has been, or may be, admitted to the official list.

(3) “Transferable securities” means anything which is a transferable security for the purposes of

[ Directive 2004/39/EC of the European Parliament and of the Council on markets in financial

instruments]

2

 , other than money-market instruments for the purposes of that directive which have

a maturity of less than 12 months .

[ (3A) “Debt securities”has the meaning given in Article 2.1(b) of the transparency obligations

directive. ]

3

(4) “Financial instrument” has [ (except in section 89F) ]

4

 the meaning given in Article 1.3 of

Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider

dealing and market manipulation [ (as modified by Article 69 of Directive 2004/39/EC on markets

in financial instruments) ]

5

.

(5) “Non-equity transferable securities” means all transferable securities that are not equity securities;

and for this purpose “equity securities”has the meaning given in Article 2.1(b) of the prospectus

directive.

(6) “Issuer”—

(a) in relation to an offer of transferable securities to the public or admission of transferable

securities to trading on a regulated market for which an approved prospectus is required as

a result of section 85, means a legal person who issues or proposes to issue the transferable

securities in question,

[ (aa) in relation to transparency rules, means a legal person whose securities are admitted

to trading on a regulated market or whose voting shares are admitted to trading on a UK

market other than a regulated market, and in the case of depository receipts representing

securities, the issuer is the issuer of the securities represented; ]

6

(b) in relation to anything else which is or may be admitted to the official list, has such

meaning as may be prescribed by the Treasury, and

(c) in any other case, means a person who issues financial instruments.

]

1

Financial Services and Markets Act 2000 Page 223
Notes

1

Ss.102A-103 substituted for s.103 by Prospectus Regulations 2005/1433 Sch.1 para.11 (July 1, 2005)

2 Words substituted by Companies Act 2006 c. 46 Sch.15(1) para.10(3) (November 8, 2006)

3 Added by Companies Act 2006 c. 46 Sch.15(1) para.10(2) (November 8, 2006)

4 Words inserted by Definition of Financial Instrument Order 2008/3053 art.3(2)(a) (January 31, 2009)

5 Words inserted by Definition of Financial Instrument Order 2008/3053 art.3(2)(b) (January 31, 2009)

6 Added by Companies Act 2006 c. 46 Sch.15(1) para.10(4) (November 8, 2006)

Extent

Pt VI s. 102A(1)-(6)(c): United Kingdom 

Law In Force

[ 102B Meaning of “offer of transferable securities to the public” etc.

(1) For the purposes of this Part there is an offer of transferable securities to the public if there is

a communication to any person which presents sufficient information on—

(a) the transferable securities to be offered, and

(b) the terms on which they are offered,

to enable an investor to decide to buy or subscribe for the securities in question.

(2) For the purposes of this Part, to the extent that an offer of transferable securities is made to a

person in the United Kingdom it is an offer of transferable securities to the public in the United

Kingdom.

(3) The communication may be made—

(a) in any form;

(b) by any means.

(4) Subsection (1) includes the placing of securities through a financial intermediary.

(5) Subsection (1) does not include a communication in connection with trading on—

(a) a regulated market;

(b) a multilateral trading facility; or

(c) a market prescribed by an order under section 130A(3).

(6) “Multilateral trading facility” means a multilateral system, operated by an investment firm [...]2

or a market operator, which brings together multiple third-party buying and selling interests in

financial instruments in accordance with non-discretionary rules so as to result in a contract .

]

1

Notes

1

Ss.102A-103 substituted for s.103 by Prospectus Regulations 2005/1433 Sch.1 para.11 (July 1, 2005)

2 Words repealed by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.5 para.6 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

Financial Services and Markets Act 2000 Page 224
Extent

Pt VI s. 102B(1)-(6): United Kingdom 

Law In Force

[ 102C Meaning of “home State” in relation to transferable securities

In this Part, in relation to an issuer of transferable securities, the “home-State” is the EEA State

which is the “home Member State” for the purposes of the prospectus directive (which is to be

determined in accordance with Article 2.1(m) of that directive). ]

1

Notes

1

Ss.102A-103 substituted for s.103 by Prospectus Regulations 2005/1433 Sch.1 para.11 (July 1, 2005)

Extent

Pt VI s. 102C: United Kingdom 

Law In Force

[ 103 Interpretation of this Part

(1) In this Part, save where the context otherwise requires—

“disclosure rules”has the meaning given in section 73A;

“inside information”has the meaning given in section 118C;

“listed securities” means anything which has been admitted to the official list;

“listing”has the meaning given in section 74(5);

“listing particulars”has the meaning given in section 79(2);

“listing rules”has the meaning given in section 73A;

“market operator” means a person who manages or operates the business of a regulated

market;

“offer of transferable securities to the public”has the meaning given in section 102B;

“the official list” means the list maintained by the [ FCA ]

2

 as that list has effect for the

time being ;

“Part 6 rules”has the meaning given in section 73A;

“the prospectus directive” means Directive 2003/71/EC of the European Parliament and of

the Council of 4 November 2003 on the prospectus to be published when securities are

offered to the public or admitted to trading [ as amended by Directive 2010/73/EU of the

European Parliament and of the Council of 24 November 2010 and by Directive 2010/78/EU

of the European Parliament and of the Council of 24 November 2010 ]

3

;

“prospectus rules”has the meaning given in section 73A;

“regulated market”has the meaning given in [ Article 4.1(14) of Directive 2004/39/EC of

the European Parliament and of the Council on markets in financial instruments]

4

;

“supplementary prospectus”has the meaning given in section 87G;

[ “the transparency obligations directive” means Directive 2004/ 109/EC of the European

Parliament and of the Council relating to the harmonisation of transparency requirements

in relation to information about issuers whose securities are admitted to trading on a regulated

market [ as amended by Directive 2010/73/EU of the European Parliament and of the

Financial Services and Markets Act 2000 Page 225
Council of 24 November 2010 and by Directive 2010/78/EU of the European Parliament

and of the Council of 24 November 2010 ]

6

; ]

5

[ “transparency rules”has the meaning given by section 89A(5);

“voteholder information”has the meaning given by section 89B(3); ]

7

“working day” means any day other that a Saturday, a Sunday, Christmas Day, Good Friday

or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 (c.

80) in any part of the United Kingdom.

(2)-(3) [...]8

]

1

Notes

1

Ss.102A-103 substituted for s.103 by Prospectus Regulations 2005/1433 Sch.1 para.11 (July 1, 2005)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(3)(i) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Words inserted by Prospectus Regulations 2012/1538 reg.9(a) (July 1, 2012)

4 Words substituted subject to savings and transitional provisions specified in SI 2008/1886 art.7(1) and (4) by

Companies Act 2006 c. 46 Sch.15(1) para.11(2) (October 1, 2008: substitution has effect as SI 2008/1886 subject

to savings and transitional provisions specified in art.7(1) and (4))

5 Definition inserted by Companies Act 2006 c. 46 Pt 43 s.1265 (November 8, 2006)

6 Words inserted by Prospectus Regulations 2012/1538 reg.9(b) (July 1, 2012)

7 Definitions inserted by Companies Act 2006 c. 46 Sch.15(1) para.11(3) (November 8, 2006)

8 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(g) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt VI s. 103(1)-(3): United Kingdom 

PART VII

CONTROL OF BUSINESS TRANSFERS

Law In Force

[ 103A Meaning of “the appropriate regulator”

(1) In this Part “the appropriate regulator” means—

(a) in relation to a scheme in respect of which the authorised person concerned is a

PRA-authorised person, the PRA;

(b) in any other case, the FCA.

(2) In this Part, “the authorised person concerned”—

(a) in the case of an insurance business transfer scheme, is to be read in accordance with

section 105(2);

(b) in the case of a banking business transfer scheme, is to be read in accordance with

section 106(2);

(c) in the case of a reclaim fund business transfer scheme, means the reclaim fund to whose

business the scheme relates.

Financial Services and Markets Act 2000 Page 226
]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.6 para.2 (April 1, 2013 as SI 2013/423)

Extent

Pt VII s. 103A(1)-(2)(c): United Kingdom 

P Partially In Force

104. Control of business transfers.

No insurance business transfer scheme [...]1 is to have effect unless an order has been made in

relation to it under section 111(1).

Notes

1 Words repealed by Financial Services Act 2012 c. 21 Pt 2 s.22(1) (April 1, 2013)

Commencement

Pt VII s. 104: December 1, 2001 for the purposes of insurance business transfer schemes; not yet in force otherwise (SI

2001/3538 art. 2(1), art. 2(2))

Extent

Pt VII s. 104: United Kingdom 

Law In Force

105.— Insurance business transfer schemes.

(1) A scheme is an insurance business transfer scheme if it–

(a) satisfies one of the conditions set out in subsection (2);

(b) results in the business transferred being carried on from an establishment of the transferee

in an EEA State; and

(c) is not an excluded scheme.

(2) The conditions are that–

(a) the whole or part of the business carried on in one or more member States by a UK

authorised person who has permission to effect or carry out contracts of insurance (“the

authorised person concerned”) is to be transferred to another body (“the transferee”);

(b) the whole or part of the business, so far as it consists of reinsurance, carried on in the

United Kingdom through an establishment there by an EEA firm [ falling within paragraph

5(d) of Schedule 3 and qualifying for authorisation under that Schedule ]

1

 (“the authorised

person concerned”) is to be transferred to another body (“the transferee”);

(c) the whole or part of the business carried on in the United Kingdom by an authorised

person who is neither a UK authorised person nor an EEA firm but who has permission to

effect or carry out contracts of insurance (“the authorised person concerned”) is to be

transferred to another body (“the transferee”).

Financial Services and Markets Act 2000 Page 227
(3) A scheme is an excluded scheme for the purposes of this section if it falls within any of the

following cases:

CASE 1Where the authorised person concerned is a friendly society.

CASE 2Where–

(a)the authorised person concerned is a UK authorised person;

[ (aa)the authorised person concerned is not a reinsurance undertaking (within the

meaning of Article 2.1(c) of the reinsurance directive); ]

2

(b)the business to be transferred under the scheme is business which consists of the

effecting or carrying out of contracts of reinsurance in one or more EEA States other

than the United Kingdom; and

(c)the scheme has been approved by a court in an EEA State other than the United

Kingdom or by the host state regulator.

CASE 3Where–

(a)the authorised person concerned is a UK authorised person;

(b) the business to be transferred under the scheme is carried on in one or more

countries or territories (none of which is an EEA State) and does not include policies

of insurance [...]3 against risks arising in an EEA State; and

(c)the scheme has been approved by a court in a country or territory other than an

EEA State or by the authority responsible for the supervision of that business in a

country or territory in which it is carried on.

[CASE 4Where—

(a)the business to be transferred under the scheme is the whole of the business of

the authorised person concerned;

(b)all the policyholders are controllers of the firm or of firms within the same group

as the firm which is the transferee, and

(c)all of the policyholders who will be affected by the transfer have consented to it.

]

4

[CASE 5Where—

(a)the business of the authorised person concerned consists solely of the effecting

or carrying out of contracts of reinsurance;

(b)the business to be transferred is the whole or part of that business;

(c)the scheme does not fall within Case 4;

(d)all of the policyholders who will be affected by the transfer have consented to it;

and

(e)a certificate has been obtained under paragraph 2 of Schedule 12 in relation to

the proposed transfer.

]

5

(4) The parties to a scheme which falls within Case 2, [ 3, 4 or 5 ]

6

 may apply to the court for an

order sanctioning the scheme as if it were an insurance business transfer scheme.

[ (5) If the scheme involves a compromise or arrangement falling within Part 27 of the Companies

Act 2006 (mergers and divisions of public companies), the provisions of that Part (and Part 26 of

that Act) apply accordingly but this does not affect the operation of this Part in relation to the

scheme. ]

7

(8) “UK authorised person” means a body which is an authorised person and which–

(a) is incorporated in the United Kingdom; or

(b) is an unincorporated association formed under the law of any part of the United Kingdom.

Financial Services and Markets Act 2000 Page 228
(9) “Establishment” means, in relation to a person, his head office or a branch of his.

Notes

1 Words substituted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(1)(a) (December 10, 2007)

2 Words inserted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(1)(b) (December 10, 2007)

3 Words repealed by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(1)(c) (December 10, 2007)

4 Amended by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(1)(d) (December 10, 2007)

5 Words inserted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(1)(e) (December 10, 2007)

6 Words substituted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(1)(f) (December 10, 2007)

7

S.105(5) substitued for s.105(5)-(7) subject to savings specified in SI 2008/948 arts 11 and 12 by Companies Act

2006 (Consequential Amendments etc) Order 2008/948 Sch.1(2) para.211(1) (April 6, 2008)

Commencement

Pt VII s. 105(1)-(9): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VII s. 105(1)-(9): United Kingdom 

Law In Force

106.— Banking business transfer schemes.

(1) A scheme is a banking business transfer scheme if it–

(a) satisfies one of the conditions set out in subsection (2);

(b) is one under which the whole or part of the business to be transferred includes the

accepting of deposits; and

(c) is not an excluded scheme.

(2) The conditions are that–

(a) the whole or part of the business carried on by a UK authorised person who has

permission to accept deposits (“the authorised person concerned”) is to be transferred to

another body (“the transferee”);

(b) the whole or part of the business carried on in the United Kingdom by an authorised

person who is not a UK authorised person but who has permission to accept deposits (“the

authorised person concerned”) is to be transferred to another body which will carry it on in

the United Kingdom (“the transferee”).

(3) A scheme is an excluded scheme for the purposes of this section if–

(a) the authorised person concerned is a building society or a credit union; or

[ (b) the scheme is a compromise or arrangement to which Part 27 of the Companies Act

2006 (mergers and divisions of public companies) applies. ]

1

(4) For the purposes of subsection (2)(a) it is immaterial whether or not the business to be transferred

is carried on in the United Kingdom.

(5) “UK authorised person”has the same meaning as in section 105.

(6) “Building society”has the meaning given in the Building Societies Act 1986.

(7) “Credit union” means a credit union within the meaning of–

(a) the Credit Unions Act 1979;

Financial Services and Markets Act 2000 Page 229
(b) the Credit Unions (Northern Ireland) Order 1985.

Notes

1

Substituted subject to savings specified in SI 2008/948 arts 11 and 12 by Companies Act 2006 (Consequential

Amendments etc) Order 2008/948 Sch.1(2) para.211(2) (April 6, 2008)

Commencement

Pt VII s. 106(1)-(7)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VII s. 106(1)-(7)(b): United Kingdom 

Law In Force

[ 106A Reclaim fund business transfer scheme

(1) A scheme is a reclaim fund business transfer scheme if, under the scheme, the whole or part of

the business carried on by a reclaim fund is to be transferred to one or more other reclaim funds.

(2) “Reclaim fund”has the meaning given by section 5(1) of the Dormant Bank and Building Society

Accounts Act 2008.

]

1

Notes

1 Added by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.2 (March 12, 2009)

Extent

Pt VII s. 106A(1)-(2): United Kingdom 

Law In Force

107.— Application for order sanctioning transfer scheme.

(1) An application may be made to the court for an order sanctioning an insurance business transfer

scheme [ , a banking business transfer scheme or a reclaim fund business transfer scheme ]

1

 .

(2) An application may be made by–

(a) the authorised person concerned;

(b) the transferee; or

(c) both.

(3) The application must be made–

(a) if the authorised person concerned and the transferee are registered or have their head

offices in the same jurisdiction, to the court in that jurisdiction;

(b) if the authorised person concerned and the transferee are registered or have their head

offices in different jurisdictions, to the court in either jurisdiction;

(c) if the transferee is not registered in the United Kingdom and does not have his head

office there, to the court which has jurisdiction in relation to the authorised person concerned.

(4) “Court” means–

Financial Services and Markets Act 2000 Page 230
(a) the High Court; or

(b) in Scotland, the Court of Session.

Notes

1 Words substituted by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.3 (March 12, 2009)

Commencement

Pt VII s. 107(1)-(4)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VII s. 107(1)-(4)(b): United Kingdom 

Law In Force

108.— Requirements on applicants.

(1) The Treasury may by regulations impose requirements on applicants under section 107.

(2) The court may not determine an application under that section if the applicant has failed to

comply with a prescribed requirement.

(3) The regulations may, in particular, include provision–

(a) as to the persons to whom, and periods within which, notice of an application must be

given;

(b) enabling the court to waive a requirement of the regulations in prescribed circumstances.

Commencement

Pt VII s. 108(1)-(3)(b): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001

otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt VII s. 108(1)-(3)(b): United Kingdom 

Law In Force

109.— Scheme reports.

(1) An application under section 107 in respect of an insurance business transfer scheme must be

accompanied by a report on the terms of the scheme (“a scheme report”).

(2) A scheme report may be made only by a person–

(a) appearing to the [ appropriate regulator ]

1

 to have the skills necessary to enable him

to make a proper report; and

(b) nominated or approved for the purpose by the [ appropriate regulator ]

1

 .

(3) A scheme report must be made in a form approved by the [ appropriate regulator ]

1

 .

[ (4) Where the appropriate regulator is the PRA, it must consult the FCA before—

(a) nominating or approving a person under subsection (2)(b), or

(b) approving a form under subsection (3).

Financial Services and Markets Act 2000 Page 231
(5) Subsection (6) applies where the appropriate regulator is the FCA and either—

(a) the transferee is a PRA-authorised person, or

(b) the authorised person concerned or the transferee has as a member of its immediate

group a PRA-authorised person.

(6) The FCA must consult the PRA before—

(a) nominating or approving a person under subsection (2)(b), or

(b) approving a form under subsection (3).

]

2

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.3(2) (April 1, 2013 as SI 2013/423)

2 Added by Financial Services Act 2012 c. 21 Sch.6 para.3(3) (April 1, 2013: insertion has effect on April 1, 2013

as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Commencement

Pt VII s. 109(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VII s. 109(1)-(6)(b): United Kingdom 

Law In Force

110.— Right to participate in proceedings.

[ (1) On an application under section 107, the following are also entitled to be heard–

(a) the FCA,

(aa) in the case of a scheme falling within subsection (2), the PRA, and

(b) any person (including an employee of the authorised person concerned or of the

transferee) who alleges that he would be adversely affected by the carrying out of the scheme.

(2) A scheme falls within this subsection if—

(a) the authorised person concerned or the transferee is a PRA-authorised person, or

(b) the authorised person concerned or the transferee has as a member of its immediate

group a PRA-authorised person.

]

1

Notes

1 Existing s.110 renumbered as s.110(1), s.110(a) and (aa) substituted for s.110(a) and s.110(2) is inserted by

Financial Services Act 2012 c. 21 Sch.6 para.4 (April 1, 2013 as SI 2013/423)

Commencement

Pt VII s. 110(a)-(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VII s. 110(a)-(2)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 232
Law In Force

111.— Sanction of the court for business transfer schemes.

(1) This section sets out the conditions which must be satisfied before the court may make an order

under this section sanctioning an insurance business transfer scheme [ , a banking business transfer

scheme or a reclaim fund business transfer scheme ]

1

 .

(2) The court must be satisfied that–

(a) [ in the case of an insurance business transfer scheme or a banking business transfer

scheme, ]

2

the appropriate certificates have been obtained (as to which see Parts I and II

of Schedule 12);

[ (aa) in the case of a reclaim fund business transfer scheme, the appropriate certificate has

been obtained (as to which see Part 2A of that Schedule); ]

3

(b) the transferee has the authorisation required (if any) to enable the business, or part,

which is to be transferred to be carried on in the place to which it is to be transferred (or

will have it before the scheme takes effect).

(3) The court must consider that, in all the circumstances of the case, it is appropriate to sanction

the scheme.

Notes

1 Words substituted by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.4(2) (March 12,

2009)

2 Words inserted by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.4(3)(a) (March 12,

2009)

3 Added by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.4(3)(b) (March 12, 2009)

Commencement

Pt VII s. 111(1), (3): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt VII s. 111(2)-(2)(b): February 25, 2001 for the purposes specified in SI 2001/516 art.2 and Sch.1; December 1, 2001

otherwise (SI 2001/516 art. 2, Sch. 001(3) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt VII s. 111(1)-(3): United Kingdom 

Law In Force

112.— Effect of order sanctioning business transfer scheme.

(1) If the court makes an order under section 111(1), it may by that or any subsequent order make

such provision (if any) as it thinks fit–

(a) for the transfer to the transferee of the whole or any part of the undertaking concerned

and of any property or liabilities of the authorised person concerned;

(b) for the allotment or appropriation by the transferee of any shares, debentures, policies

or other similar interests in the transferee which under the scheme are to be allotted or

appropriated to or for any other person;

(c) for the continuation by (or against) the transferee of any pending legal proceedings by

(or against) the authorised person concerned;

Financial Services and Markets Act 2000 Page 233
(d) with respect to such incidental, consequential and supplementary matters as are, in its

opinion, necessary to secure that the scheme is fully and effectively carried out.

(2) An order under subsection (1)(a) may–

(a) transfer property or liabilities whether or not the authorised person concerned otherwise

has the capacity to effect the transfer in question;

(b) make provision in relation to property which was held by the authorised person concerned

as trustee;

(c) make provision as to future or contingent rights or liabilities of the authorised person

concerned, including provision as to the construction of instruments (including wills) under

which such rights or liabilities may arise;

(d) make provision as to the consequences of the transfer in relation to any [ occupational

pension scheme (within the meaning of section 150(5) of the Finance Act 2004) ]

1

 operated

by or on behalf of the authorised person concerned.

[ (2A) Subsection (2)(a) is to be taken to include power to make provision in an order—

(a) for the transfer of property or liabilities which would not otherwise be capable of being

transferred or assigned;

(b) for a transfer of property or liabilities to take effect as if there were—

(i) no such requirement to obtain a person's consent or concurrence, and

(ii) no such contravention, liability or interference with any interest or right,

as there would otherwise be (in the case of a transfer apart from this section) by reason of

any provision falling within subsection (2B).

(2B) A provision falls within this subsection to the extent that it has effect (whether under an

enactment or agreement or otherwise) in relation to the terms on which the authorised person

concerned is entitled to the property or subject to the liabilities in question.

(2C) Nothing in subsection (2A) or (2B) is to be read as limiting the scope of subsection (1). ]

2

(3) If an order under subsection (1) makes provision for the transfer of property or liabilities–

(a) the property is transferred to and vests in, and

(b) the liabilities are transferred to and become liabilities of,

the transferee as a result of the order.

(4) But if any property or liability included in the order is governed by the law of any country or

territory outside the United Kingdom, the order may require the authorised person concerned, if

the transferee so requires, to take all necessary steps for securing that the transfer to the transferee

of the property or liability is fully effective under the law of that country or territory.

(5) Property transferred as the result of an order under subsection (1) may, if the court so directs,

vest in the transferee free from any charge which is (as a result of the scheme) to cease to have

effect.

(6) An order under subsection (1) which makes provision for the transfer of property is to be treated

as an instrument of transfer for the purposes of [section 770(1) of the Companies Act 2006 ]

3

 and

any other enactment requiring the delivery of an instrument of transfer for the registration of

property.

(7) [...]4

(8) If the court makes an order under section 111(1) in relation to an insurance business transfer

scheme, it may by that or any subsequent order make such provision (if any) as it thinks fit–

Financial Services and Markets Act 2000 Page 234
(a) for dealing with the interests of any person who, within such time and in such manner

as the court may direct, objects to the scheme;

(b) for the dissolution, without winding up, of the authorised person concerned;

(c) for the reduction, on such terms and subject to such conditions (if any) as it thinks fit,

of the benefits payable under–

(i) any description of policy, or

(ii) policies generally,

entered into by the authorised person concerned and transferred as a result of the scheme.

(9) If, in the case of an insurance business transfer scheme, the authorised person concerned is not

an EEA firm, it is immaterial for the purposes of subsection (1)(a), (c) or (d) or subsection (2), [

(2A),]

5

 (3) or (4) that the law applicable to any of the contracts of insurance included in the transfer

is the law of an EEA State other than the United Kingdom.

(10) The transferee must, if an insurance or banking business transfer scheme is sanctioned by the

court, deposit two office copies of the order made under subsection (1) with the [ appropriate

regulator ]

6

 within 10 days of the making of the order.

(11) But the [ appropriate regulator ]

6

 may extend that period.

(12) “Property”includes property, rights and powers of any description.

(13) “Liabilities”includes duties.

(14) [ “Shares” and “debentures”have the same meaning as in the Companies Acts (see sections

540 and 738 of the Companies Act 2006). ]

7

(15) “Charge”includes a mortgage (or, in Scotland, a security over property).

Notes

1 Words substituted by Taxation of Pension Schemes (Consequential Amendments) Order 2006/745 Pt 1 art.17

(April 6, 2006)

2 Added by Financial Services and Markets Act 2000 (Amendments to Part 7) Regulations 2008/1468 reg.2(1) (June

30, 2008)

3 Words substituted subject to savings specified in SI 2008/948 arts 11 and 12 by Companies Act 2006 (Consequential

Amendments etc) Order 2008/948 Sch.1(2) para.211(3)(a) (April 6, 2008)

4 Repealed subject to savings specified in SI 2008/948 arts 11 and 12 by Companies Act 2006 (Consequential

Amendments etc) Order 2008/948 Sch.2 para.1 (April 6, 2008)

5 Words inserted by Financial Services and Markets Act 2000 (Amendments to Part 7) Regulations 2008/1468

reg.2(2) (June 30, 2008)

6 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.5 (April 1, 2013 as SI 2013/423)

7 Words substituted for s.112(14)(a)-(b) subject to savings specified in SI 2008/948 arts 11 and 12 by Companies

Act 2006 (Consequential Amendments etc) Order 2008/948 Sch.1(2) para.211(3)(c) (April 6, 2008)

Commencement

Pt VII s. 112(1)-(15): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VII s. 112(1)-(15): United Kingdom 

Financial Services and Markets Act 2000 Page 235
Law In Force

[ 112ZA Duty of regulator to provide copy of order

(1) Where the PRA receives under section 112(10) a copy of an order it must, without delay, give

a copy of it to the FCA.

(2) Where the FCA receives under section 112(10) a copy of an order it must, without delay, give

a copy of it to the PRA if the order relates

to a scheme in respect of which—

(a) the transferee is a PRA-authorised person, or

(b) the authorised person concerned or the transferee has as a member of its immediate

group a PRA-authorised person.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.6 para.6 (April 1, 2013 as SI 2013/423)

Extent

Pt VII s. 112ZA(1)-(b): United Kingdom 

Law In Force

[ 112A Rights to terminate etc.

(1) Subsection (2) applies where (apart from that subsection) a person would be entitled, in

consequence of anything done or likely to be done by or under this Part in connection with an

insurance business transfer scheme or a banking business transfer scheme—

(a) to terminate, modify, acquire or claim an interest or right; or

(b) to treat an interest or right as terminated or modified.

(2) The entitlement—

(a) is not enforceable in relation to that interest or right until after an order has been made

under section 112(1) in relation to the scheme; and

(b) is then enforceable in relation to that interest or right only insofar as the order contains

provision to that effect.

(3) Nothing in subsection (1) or (2) is to be read as limiting the scope of section 112(1).

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendments to Part 7) Regulations 2008/1468 reg.2(3) (June

30, 2008)

Extent

Pt VII s. 112A(1)-(3): United Kingdom 

Financial Services and Markets Act 2000 Page 236
Law In Force

113.— Appointment of actuary in relation to reduction of benefits.

(1) This section applies if an order has been made under section 111(1).

(2) The court making the order may, on the application of [ either regulator ]

1

 , appoint an

independent actuary–

(a) to investigate the business transferred under the scheme; and

(b) to report to the [ regulator which made the application ]

2

 on any reduction in the

benefits payable under policies entered into by the authorised person concerned that, in the

opinion of the actuary, ought to be made.

[ (3) An application under subsection (2) may be made by the PRA only if—

(a) the authorised person concerned or the transferee is a PRA-authorised person, or

(b) the authorised person concerned or the transferee has as a member of its immediate

group a PRA-authorised person.

]

3

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.6 para.7(2)(a) (April 1, 2013 as SI 2013/423)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.7(2)(b) (April 1, 2013 as SI 2013/423)

3 Added by Financial Services Act 2012 c. 21 Sch.6 para.7(3) (April 1, 2013 as SI 2013/423)

Commencement

Pt VII s. 113(1)-(2)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VII s. 113(1)-(3)(b): United Kingdom 

Law In Force

114.— Rights of certain policyholders.

(1) This section applies in relation to an insurance business transfer scheme if–

(a) the authorised person concerned is an authorised person other than an EEA firm

qualifying for authorisation under Schedule 3;

(b) the court has made an order under section 111 in relation to the scheme; and

(c) an EEA State other than the United Kingdom is, as regards any policy included in the

transfer which evidences a contract of insurance [ (other than a contract of reinsurance) ]

1

, the State of the commitment or the EEA State in which the risk is situated (“the EEA State

concerned”).

(2) The court must direct that notice of the making of the order, or the execution of any instrument,

giving effect to the transfer must be published by the transferee in the EEA State concerned.

(3) A notice under subsection (2) must specify such period as the court may direct as the period

during which the policyholder may exercise any right which he has to cancel the policy.

(4) The order or instrument mentioned in subsection (2) does not bind the policyholder if–

(a) the notice required under that subsection is not published; or

Financial Services and Markets Act 2000 Page 237
(b) the policyholder cancels the policy during the period specified in the notice given under

that subsection.

(5) The law of the EEA State concerned governs–

(a) whether the policyholder has a right to cancel the policy; and

(b) the conditions, if any, subject to which any such right may be exercised.

(6) Paragraph 6 of Schedule 12 applies for the purposes of this section as it applies for the purposes

of that Schedule.

Notes

1 Words inserted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(2) (December 10, 2007)

Commencement

Pt VII s. 114(1)-(6): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VII s. 114(1)-(6): United Kingdom 

Law In Force

[ 114A Notice of transfer of reinsurance contracts

(1) This section applies in relation to an insurance business transfer scheme if—

(a) the authorised person concerned is an authorised person other than an EEA firm

qualifying for authorisation under Schedule 3;

(b) the court has made an order under section 111 in relation to the scheme; and

(c) an EEA State other than the United Kingdom is, as regards any policy included in the

transfer which evidences a contract of reinsurance, the State in which the establishment of

the policyholder to which the policy relates is situated at the date when the contract was

entered into (“the EEA State concerned”).

(2) The court may direct that notice of the making of the order, or the execution of any instrument,

giving effect to the transfer must be published by the transferee in the EEA State concerned.

]

1

Notes

1 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(3) (December 10, 2007)

Extent

Pt VII s. 114A(1)-(2): United Kingdom 

Financial Services and Markets Act 2000 Page 238
Business transfers outside the United Kingdom

Law In Force

115. Certificates for purposes of insurance business transfers overseas.

Part III of Schedule 12 makes provision about certificates which the [ appropriate regulator ]

1

 may

issue in relation to insurance business transfers taking place outside the United Kingdom.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.8 (April 1, 2013 as SI 2013/423)

Commencement

Pt VII s. 115: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VII s. 115: United Kingdom 

Law In Force

116.— Effect of insurance business transfers authorised in other EEA States.

(1) This section applies if, as a result of an authorised transfer, an EEA firm falling within [ paragraph

5(d) or (da) of Schedule 3 ]

1

 transfers to another body all its rights and obligations under any UK

policies.

[ (2) This section also applies if, as a result of an authorised transfer, any of the following transfers

to another body all its rights and obligations under any UK policies—

(a) an undertaking authorised in an EEA State other than the United Kingdom under Article

51 of the life assurance consolidation directive;

(b) an undertaking authorised in an EEA State other than the United Kingdom under Article

23 of the first non-life insurance directive;

(c) an undertaking, whose head office is not within the EEA, authorised under the law of

an EEA State other than the United Kingdom to carry out reinsurance activities in its territory

(as mentioned in Article 49 of the reinsurance directive).

]

2

(3) If appropriate notice of the execution of an instrument giving effect to the transfer is published,

the instrument has the effect in law–

(a) of transferring to the transferee all the transferor's rights and obligations under the UK

policies to which the instrument applies, and

(b) if the instrument so provides, of securing the continuation by or against the transferee

of any legal proceedings by or against the transferor which relate to those rights and

obligations.

(4) No agreement or consent is required before subsection (3) has the effects mentioned.

(5) “Authorised transfer” means–

(a) in subsection (1), a transfer authorised in the home State of the EEA firm in accordance

with–

[ (i) Article 14 of the life assurance consolidation directive; [...]4]

3

Financial Services and Markets Act 2000 Page 239
(ii) Article 12 of the third non-life directive; [ or ]

5

[ (iii) Article 18 of the reinsurance directive; and ]

6

(b) in subsection (2), a transfer authorised in an EEA State other than the United Kingdom

in accordance with–

[ (i) Article 53 of the life assurance consolidation directive; [...]8]

7

(ii) Article 28a of the first non-life directive [ ; or ]

9

[ (iii) the provisions in the law of that EEA State which provide for the authorisation

of transfers of all or part of a portfolio of contracts of an undertaking authorised to

carry out reinsurance activities in its territory (as mentioned in Article 49 of the

reinsurance directive). ]

9

[ (6) “UK policy” means—

(a) in the case of an authorised transfer within the meaning of paragraph (a)(i) or (ii) or

(b)(i) or (ii) of subsection (5), a policy evidencing a contract of insurance (other than a

contract of reinsurance) to which the applicable law is the law of a part of the United

Kingdom;

(b) in the case of an authorised transfer within the meaning of paragraph (a)(iii) or (b)(iii)

of that subsection, a policy evidencing a contract of reinsurance to which the applicable

law is the law of a part of the United Kingdom.

]

10

(7) “Appropriate notice” means–

(a) if the UK policy evidences a contract of insurance in relation to which an EEA State

other than the United Kingdom is the State of the commitment, notice given in accordance

with the law of that State;

(b) if the UK policy evidences a contract of insurance where the risk is situated in an EEA

State other than the United Kingdom, notice given in accordance with the law of that EEA

State;

(c) in any other case, notice given in accordance with the applicable law.

(8) Paragraph 6 of Schedule 12 applies for the purposes of this section as it applies for the purposes

of that Schedule.

Notes

1 Words inserted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(4)(a) (December 10, 2007)

2

Substituted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(4)(b) (December 10, 2007)

3

Substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379 Pt

2 reg.6(2)(b) (January 11, 2005)

4 Word repealed by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(4)(c)(i) (December 10, 2007)

5 Word substituted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(4)(c)(ii) (December 10, 2007)

6 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(4)(c)(iii) (December 10, 2007)

7

Substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379 Pt

2 reg.6(2)(c) (January 11, 2005)

8 Word repealed by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(4)(c)(iv) (December 10, 2007)

9 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(4)(c)(v) (December 10, 2007)

10 Substituted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(4)(d) (December 10, 2007)

Commencement

Pt VII s. 116(1)-(8): December 1, 2001 (SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 240
Extent

Pt VII s. 116(1)-(8): United Kingdom 

Modifications

Law In Force

117. Power to modify this Part.

The Treasury may by regulations–

(a) provide for prescribed provisions of this Part to have effect in relation to prescribed

cases with such modifications as may be prescribed;

(b) make such amendments to any provision of this Part as they consider appropriate for

the more effective operation of that or any other provision of this Part.

Commencement

Pt VII s. 117(a)-(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VII s. 117(a)-(b): United Kingdom 

PART VIII

PENALTIES FOR MARKET ABUSE

Market abuse

Law In Force

[ 118 Market abuse

(1) For the purposes of this Act, market abuse is behaviour (whether by one person alone or by two

or more persons jointly or in concert) which—

(a) occurs in relation to—

(i) qualifying investments admitted to trading on a prescribed market,

(ii) qualifying investments in respect of which a request for admission to trading

on such a market has been made, or

(iii) in the case of subsection (2) or (3) behaviour, investments which are related

investments in relation to such qualifying investments, and

(b) falls within any one or more of the types of behaviour set out in subsections (2) to (8).

(2) The first type of behaviour is where an insider deals, or attempts to deal, in a qualifying

investment or related investment on the basis of inside information relating to the investment in

question.

(3) The second is where an insider discloses inside information to another person otherwise than

in the proper course of the exercise of his employment, profession or duties.

Financial Services and Markets Act 2000 Page 241
(4) The third is where the behaviour (not falling within subsection (2) or (3))—

(a) is based on information which is not generally available to those using the market but

which, if available to a regular user of the market, would be, or would be likely to be,

regarded by him as relevant when deciding the terms on which transactions in qualifying

investments should be effected, and

(b) is likely to be regarded by a regular user of the market as a failure on the part of the

person concerned to observe the standard of behaviour reasonably expected of a person in

his position in relation to the market.

(5) The fourth is where the behaviour consists of effecting transactions or orders to trade (otherwise

than for legitimate reasons and in conformity with accepted market practices on the relevant market)

which—

(a) give, or are likely to give, a false or misleading impression as to the supply of, or demand

for, or as to the price of, one or more qualifying investments, or

(b) secure the price of one or more such investments at an abnormal or artificial level.

(6) The fifth is where the behaviour consists of effecting transactions or orders to trade which

employ fictitious devices or any other form of deception or contrivance.

(7) The sixth is where the behaviour consists of the dissemination of information by any means

which gives, or is likely to give, a false or misleading impression as to a qualifying investment by

a person who knew or could reasonably be expected to have known that the information was false

or misleading.

(8) The seventh is where the behaviour (not falling within subsection (5), (6) or (7))—

(a) is likely to give a regular user of the market a false or misleading impression as to the

supply of, demand for or price or value of, qualifying investments, or

(b) would be, or would be likely to be, regarded by a regular user of the market as behaviour

that would distort, or would be likely to distort, the market in such an investment,

and the behaviour is likely to be regarded by a regular user of the market as a failure on the part of

the person concerned to observe the standard of behaviour reasonably expected of a person in his

position in relation to the market.

(9) Subsections (4) and (8) and the definition of “regular user” in section 130A(3) cease to have

effect on [ 31 December 2014 ]

2

 and subsection (1)(b) is then to be read as no longer referring to

those subsections.

]

1

Notes

1

S.118 to s.118C substituted for s.118 by Financial Services and Markets Act 2000 (Market Abuse) Regulations

2005/381 Sch.2 para.1 (July 1, 2005)

2 Words substituted by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2011/2928 reg.2(2)

(December 31, 2011)

Commencement

Pt VIII s. 118(1)-(2)(c), (5)-(9): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt VIII s. 118(3)-(4), (10)-(10) definition of "regular user": February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para.

1)

Financial Services and Markets Act 2000 Page 242
Extent

Pt VIII s. 118(1)-(10) definition of "regular user": United Kingdom 

Law In Force

[ 118A Supplementary provision about certain behaviour

(1) Behaviour is to be taken into account for the purposes of this Part only if it occurs—

(a) in the United Kingdom, or

(b) in relation to—

(i) qualifying investments which are admitted to trading on a prescribed market

situated in, or operating in, the United Kingdom,

(ii) qualifying investments for which a request for admission to trading on such a

prescribed market has been made, or

(iii) in the case of section 118(2) and (3), investments which are related investments

in relation to such qualifying investments.

(2) For the purposes of subsection (1), as it applies in relation to section 118(4) and (8), a prescribed

market accessible electronically in the United Kingdom is to be treated as operating in the United

Kingdom.

(3) For the purposes of section 118(4) and (8), the behaviour that is to be regarded as occurring in

relation to qualifying investments includes behaviour which—

(a) occurs in relation to anything that is the subject matter, or whose price or value is

expressed by reference to the price or value of the qualifying investments, or

(b) occurs in relation to investments (whether or not they are qualifying investments) whose

subject matter is the qualifying investments.

(4) For the purposes of section 118(7), the dissemination of information by a person acting in the

capacity of a journalist is to be assessed taking into account the codes governing his profession

unless he derives, directly or indirectly, any advantage or profits from the dissemination of the

information.

(5) Behaviour does not amount to market abuse for the purposes of this Act if—

(a) it conforms with a rule which includes a provision to the effect that behaviour conforming

with the rule does not amount to market abuse,

(b) it conforms with the relevant provisions of Commission Regulation (EC) No 2273/2003

of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and

of the Council as regards exemptions for buy-back programmes and stabilisation of financial

instruments, or

(c) it is done by a person acting on behalf of a public authority in pursuit of monetary

policies or policies with respect to exchange rates or the management of public debt or

foreign exchange reserves.

(6) Subsections (2) and (3) cease to have effect on [ 31 December 2014 ]

2

 .

]

1

Notes

1

S.118 to s.118C substituted for s.118 by Financial Services and Markets Act 2000 (Market Abuse) Regulations

2005/381 Sch.2 para.1 (July 1, 2005)

Financial Services and Markets Act 2000 Page 243
2 Words substituted by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2011/2928 reg.2(3)

(December 31, 2011)

Extent

Pt VIII s. 118A(1)-(6): United Kingdom 

Law In Force

[ 118B Insiders

For the purposes of this Part an insider is any person who has inside information—

(a) as a result of his membership of an administrative, management or supervisory body

of an issuer of qualifying investments,

(b) as a result of his holding in the capital of an issuer of qualifying investments,

(c) as a result of having access to the information through the exercise of his employment,

profession or duties,

(d) as a result of his criminal activities, or

(e) which he has obtained by other means and which he knows, or could reasonably be

expected to know, is inside information.

]

1

Notes

1

S.118 to s.118C substituted for s.118 by Financial Services and Markets Act 2000 (Market Abuse) Regulations

2005/381 Sch.2 para.1 (July 1, 2005)

Extent

Pt VIII s. 118B(a)-(e): United Kingdom 

Law In Force

[ 118C Inside information

(1) This section defines “inside information” for the purposes of this Part.

(2) In relation to qualifying investments, or related investments, which are not commodity

derivatives, inside information is information of a precise nature which—

(a) is not generally available,

(b) relates, directly or indirectly, to one or more issuers of the qualifying investments or

to one or more of the qualifying investments, and

(c) would, if generally available, be likely to have a significant effect on the price of the

qualifying investments or on the price of related investments.

(3) In relation to qualifying investments or related investments which are commodity derivatives,

inside information is information of a precise nature which—

(a) is not generally available,

(b) relates, directly or indirectly, to one or more such derivatives, and

(c) users of markets on which the derivatives are traded would expect to receive in

accordance with any accepted market practices on those markets.

Financial Services and Markets Act 2000 Page 244
(4) In relation to a person charged with the execution of orders concerning any qualifying investments

or related investments, inside information includes information conveyed by a client and related

to the client's pending orders which—

(a) is of a precise nature,

(b) is not generally available,

(c) relates, directly or indirectly, to one or more issuers of qualifying investments or to one

or more qualifying investments, and

(d) would, if generally available, be likely to have a significant effect on the price of those

qualifying investments or the price of related investments.

(5) Information is precise if it—

(a) indicates circumstances that exist or may reasonably be expected to come into existence

or an event that has occurred or may reasonably be expected to occur, and

(b) is specific enough to enable a conclusion to be drawn as to the possible effect of those

circumstances or that event on the price of qualifying investments or related investments.

(6) Information would be likely to have a significant effect on price if and only if it is information

of a kind which a reasonable investor would be likely to use as part of the basis of his investment

decisions.

(7) For the purposes of subsection (3)(c), users of markets on which investments in commodity

derivatives are traded are to be treated as expecting to receive information relating directly or

indirectly to one or more such derivatives in accordance with any accepted market practices, which

is—

(a) routinely made available to the users of those markets, or

(b) required to be disclosed in accordance with any statutory provision, market rules, or

contracts or customs on the relevant underlying commodity market or commodity derivatives

market.

(8) Information which can be obtained by research or analysis conducted by, or on behalf of, users

of a market is to be regarded, for the purposes of this Part, as being generally available to them.

]

1

Notes

1

S.118 to s.118C substituted for s.118 by Financial Services and Markets Act 2000 (Market Abuse) Regulations

2005/381 Sch.2 para.1 (July 1, 2005)

Extent

Pt VIII s. 118C(1)-(8): United Kingdom 

The code

Law In Force

119.— The code.

(1) The [ FCA ]

1

 must prepare and issue a code containing such provisions as the [ FCA ]

1

considers will give appropriate guidance to those determining whether or not behaviour amounts

to market abuse.

Financial Services and Markets Act 2000 Page 245
(2) The code may among other things specify–

(a) descriptions of behaviour that, in the opinion of the [ FCA ]

1

 , amount to market abuse;

(b) descriptions of behaviour that, in the opinion of the [ FCA ]

1

 , do not amount to market

abuse;

(c) factors that, in the opinion of the [ FCA ]

1

 , are to be taken into account in determining

whether or not behaviour amounts to market abuse.

[ (d) descriptions of behaviour that are accepted market practices in relation to one or more

specified markets;

(e) descriptions of behaviour that are not accepted market practices in relation to one or

more specified markets. ]

2

[ (2A) In determining, for the purposes of subsections (2)(d) and (2)(e) or otherwise, what are and

what are not accepted market practices, the [ FCA ]

1

 must have regard to the factors and procedures

laid down in Articles 2 and 3 respectively of Commission Directive 2004/72/EC of 29 April 2004

implementing Directive 2003/6/EC of the European Parliament and of the Council. ]

3

(3) The code may make different provision in relation to persons, cases or circumstances of different

descriptions.

(4) The [ FCA ]

1

 may at any time alter or replace the code.

(5) If the code is altered or replaced, the altered or replacement code must be issued by the [ FCA ]

1

.

(6) A code issued under this section must be published by the [ FCA ]

1

 in the way appearing to

the [ FCA ]

1

 to be best calculated to bring it to the attention of the public.

(7) The [ FCA ]

1

 must, without delay, give the Treasury a copy of any code published under this

section.

(8) The [ FCA ]

1

 may charge a reasonable fee for providing a person with a copy of the code.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

2 Added by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.2 para.2(2) (July

1, 2005)

3 Added by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.2 para.2(3) (July

1, 2005)

Commencement

Pt VIII s. 119(1)-(8): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt VIII s. 119(1)-(8): United Kingdom 

Law In Force

120.— Provisions included in the [ FCA's]

1

 code by reference to the City Code.

(1) The [ FCA ]

1

 may include in a code issued by it under section 119 (“the [ FCA's]

1

 code”)

provision to the effect that in its opinion behaviour conforming with the City Code–

Financial Services and Markets Act 2000 Page 246
(a) does not amount to market abuse;

(b) does not amount to market abuse in specified circumstances; or

(c) does not amount to market abuse if engaged in by a specified description of person.

(2) But the Treasury's approval is required before any such provision may be included in the

[ FCA's]

1

 code.

(3) If the [ FCA's]

1

 code includes provision of a kind authorised by subsection (1), the [ FCA ]

1

must keep itself informed of the way in which the Panel on Takeovers and Mergers interprets and

administers the relevant provisions of the City Code.

(4) “City Code” means the City Code on Takeovers and Mergers issued by the Panel as it has effect

at the time when the behaviour occurs.

(5) “Specified” means specified in the [ FCA's]

1

 code .

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Commencement

Pt VIII s. 120(1)-(5): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt VIII s. 120(1)-(5): United Kingdom 

Law In Force

121.— Codes: procedure.

(1) Before issuing a code under section 119 , the [ FCA ]

1

 must publish a draft of the proposed

code in the way appearing to the [ FCA ]

1

 to be best calculated to bring it to the attention of the

public.

(2) The draft must be accompanied by–

(a) a cost benefit analysis; and

(b) notice that representations about the proposal may be made to the [ FCA ]

1

 within a

specified time.

(3) Before issuing the proposed code, the [ FCA ]

1

 must have regard to any representations made

to it in accordance with subsection (2)(b).

(4) If the [ FCA ]

1

 issues the proposed code it must publish an account, in general terms, of–

(a) the representations made to it in accordance with subsection (2)(b); and

(b) its response to them.

(5) If the code differs from the draft published under subsection (1) in a way which is, in the opinion

of the [ FCA ]

1

 , significant–

(a) the [ FCA ]

1

 must (in addition to complying with subsection (4)) publish details of the

difference; and

(b) those details must be accompanied by a cost benefit analysis.

Financial Services and Markets Act 2000 Page 247
(6) Subsections (1) to (5) do not apply if the [ FCA ]

1

 considers that there is an urgent need to

publish the code.

(7) Neither subsection (2)(a) nor subsection (5)(b) applies if the [ FCA ]

1

 considers–

(a) that, making the appropriate comparison, there will be no increase in costs; or

(b) that, making that comparison, there will be an increase in costs but the increase will be

of minimal significance.

(8) The [ FCA ]

1

 may charge a reasonable fee for providing a person with a copy of a draft published

under subsection (1).

(9) This section also applies to a proposal to alter or replace a code.

[ (10) “Cost benefit analysis” means—

(a) an analysis of the costs together with an analysis of the benefits that will arise—

(i) if the proposed code is issued, or

(ii) if subsection (5)(b) applies, from the code that has been issued, and

(b) subject to subsection (10A), an estimate of those costs and of those benefits.

(10A) If, in the opinion of the FCA—

(a) the costs or benefits referred to in subsection (10) cannot reasonably be estimated, or

(b) it is not reasonably practicable to produce an estimate,

the cost benefit analysis need not estimate them, but must include a statement of the FCA's opinion

and an explanation of it.

]

2

(11) “The appropriate comparison” means–

(a) in relation to subsection (2)(a), a comparison between the overall position if the code

is issued and the overall position if it is not issued;

(b) in relation to subsection (5)(b), a comparison between the overall position after the

issuing of the code and the overall position before it was issued.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

2

S.121(10) and (10A) substituted for s.121(10) by Financial Services Act 2012 c. 21 Sch.9(3) para.9(3) (April 1,

2013)

Commencement

Pt VIII s. 121(1)-(11)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt VIII s. 121(1)-(11)(b): United Kingdom 

Law In Force

122.— Effect of the code.

(1) If a person behaves in a way which is described (in the code in force under section 119 at the

time of the behaviour) as behaviour that, in the [ FCA's]

1

 opinion, does not amount to market

abuse that behaviour of his is to be taken, for the purposes of this Act, as not amounting to market

abuse.

Financial Services and Markets Act 2000 Page 248
(2) Otherwise, the code in force under section 119 at the time when particular behaviour occurs

may be relied on so far as it indicates whether or not that behaviour should be taken to amount to

market abuse.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Commencement

Pt VIII s. 122(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VIII s. 122(1)-(2): United Kingdom 

Power to impose penalties

Law In Force

123.— Power to impose penalties in cases of market abuse.

(1) If the [ FCA ]

1

 is satisfied that a person (“A”)–

(a) is or has engaged in market abuse, or

(b) by taking or refraining from taking any action has required or encouraged another person

or persons to engage in behaviour which, if engaged in by A, would amount to market

abuse,

it may impose on him a penalty of such amount as it considers appropriate.

(2) But the [ FCA ]

1

 may not impose a penalty on a person if, having considered any representations

made to it in response to a warning notice, there are reasonable grounds for it to be satisfied that–

(a) he believed, on reasonable grounds, that his behaviour did not fall within paragraph (a)

or (b) of subsection (1), or

(b) he took all reasonable precautions and exercised all due diligence to avoid behaving in

a way which fell within paragraph (a) or (b) of that subsection.

(3) If the [ FCA ]

1

 is entitled to impose a penalty on a person under this section it may, instead of

imposing a penalty on him, publish a statement to the effect that he has engaged in market abuse.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Commencement

Pt VIII s. 123(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VIII s. 123(1)-(3): United Kingdom 

Financial Services and Markets Act 2000 Page 249
Statement of policy

Law In Force

124.— Statement of policy.

(1) The [ FCA ]

1

 must prepare and issue a statement of its policy with respect to–

(a) the imposition of penalties under section 123; and

(b) the amount of penalties under that section.

(2) The [ FCA's]

1

 policy in determining what the amount of a penalty should be must include

having regard to–

(a) whether the behaviour in respect of which the penalty is to be imposed had an adverse

effect on the market in question and, if it did, how serious that effect was;

(b) the extent to which that behaviour was deliberate or reckless; and

(c) whether the person on whom the penalty is to be imposed is an individual.

(3) A statement issued under this section must include an indication of the circumstances in which

the [ FCA ]

1

 is to be expected to regard a person as–

(a) having a reasonable belief that his behaviour did not amount to market abuse; or

(b) having taken reasonable precautions and exercised due diligence to avoid engaging in

market abuse.

(4) The [ FCA ]

1

 may at any time alter or replace a statement issued under this section.

(5) If a statement issued under this section is altered or replaced, the [ FCA ]

1

 must issue the

altered or replacement statement.

(6) In exercising, or deciding whether to exercise, its power under section 123 in the case of any

particular behaviour, the [ FCA ]

1

 must have regard to any statement published under this section

and in force at the time when the behaviour concerned occurred.

(7) A statement issued under this section must be published by the [ FCA ]

1

 in the way appearing

to the [ FCA ]

1

 to be best calculated to bring it to the attention of the public.

(8) The [ FCA ]

1

 may charge a reasonable fee for providing a person with a copy of a statement

published under this section.

(9) The [ FCA ]

1

 must, without delay, give the Treasury a copy of any statement which it publishes

under this section.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Commencement

Pt VIII s. 124(1)-(9): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt VIII s. 124(1)-(9): United Kingdom 

Financial Services and Markets Act 2000 Page 250
Law In Force

125.— Statement of policy: procedure.

(1) Before issuing a statement of policy under section 124 , the [ FCA ]

1

 must publish a draft of

the proposed statement in the way appearing to the [ FCA ]

1

 to be best calculated to bring it to the

attention of the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the [ FCA ]

1

 within a specified time.

(3) Before issuing the proposed statement, the [ FCA ]

1

 must have regard to any representations

made to it in accordance with subsection (2).

(4) If the [ FCA ]

1

 issues the proposed statement it must publish an account, in general terms, of–

(a) the representations made to it in accordance with subsection (2); and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the

opinion of the [ FCA ]

1

 , significant, the [ FCA ]

1

 must (in addition to complying with subsection

(4)) publish details of the difference.

(6) The [ FCA ]

1

 may charge a reasonable fee for providing a person with a copy of a draft published

under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Commencement

Pt VIII s. 125(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt VIII s. 125(1)-(7): United Kingdom 

Procedure

Law In Force

126.— Warning notices.

(1) If the [ FCA ]

1

 proposes to take action against a person under section 123, it must give him a

warning notice.

(2) A warning notice about a proposal to impose a penalty must state the amount of the proposed

penalty.

(3) A warning notice about a proposal to publish a statement must set out the terms of the proposed

statement.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Financial Services and Markets Act 2000 Page 251
Commencement

Pt VIII s. 126(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VIII s. 126(1)-(3): United Kingdom 

Law In Force

127.— Decision notices and right to refer to Tribunal.

(1) If the [ FCA ]

1

 decides to take action against a person under section 123, it must give him a

decision notice.

(2) A decision notice about the imposition of a penalty must state the amount of the penalty.

(3) A decision notice about the publication of a statement must set out the terms of the statement.

(4) If the [ FCA ]

1

 decides to take action against a person under section 123, that person may refer

the matter to the Tribunal.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Commencement

Pt VIII s. 127(1)-(4): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VIII s. 127(1)-(4): United Kingdom 

Miscellaneous

Law In Force

128.— Suspension of investigations.

(1) If the [ FCA ]

1

 considers it desirable or expedient because of the exercise or possible exercise

of a power relating to market abuse, it may direct a recognised investment exchange or recognised

clearing house–

(a) to terminate, suspend or limit the scope of any inquiry which the exchange or clearing

house is conducting under its rules; or

(b) not to conduct an inquiry which the exchange or clearing house proposes to conduct

under its rules.

(2) A direction under this section–

(a) must be given to the exchange or clearing house concerned by notice in writing; and

(b) is enforceable, on the application of the [ FCA ]

1

 , by injunction or, in Scotland, by

an order under section 45 of the Court of Session Act 1988.

(3) The [ FCA's]

1

 powers relating to market abuse are its powers–

Financial Services and Markets Act 2000 Page 252
(a) to impose penalties under section 123; or

(b) to appoint a person to conduct an investigation under section 168 in a case falling within

subsection (2)(d) of that section.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Commencement

Pt VIII s. 128(1)-(3)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VIII s. 128(1)-(3)(b): United Kingdom 

Law In Force

129.— Power of court to impose penalty in cases of market abuse.

(1) The [ FCA ]

1

 may on an application to the court under section 381 or 383 request the court to

consider whether the circumstances are such that a penalty should be imposed on the person to

whom the application relates.

(2) The court may, if it considers it appropriate, make an order requiring the person concerned to

pay to the [ FCA ]

1

 a penalty of such amount as it considers appropriate.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Commencement

Pt VIII s. 129(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VIII s. 129(1)-(2): United Kingdom 

Law In Force

130.— Guidance.

(1) The Treasury may from time to time issue written guidance for the purpose of helping relevant

authorities to determine the action to be taken in cases where behaviour occurs which is behaviour–

(a) with respect to which the power in section 123 appears to be exercisable; and

(b) which appears to involve the commission of an offence under [ Part 7 of the Financial

Services Act 2012 ]

1

 or Part V of the Criminal Justice Act 1993 (insider dealing).

(2) The Treasury must obtain the consent of the Attorney General and the Secretary of State before

issuing any guidance under this section.

(3) In this section “relevant authorities”–

(a) in relation to England and Wales, means the Secretary of State, the [ FCA ]

2

 , the

Director of the Serious Fraud Office and the Director of Public Prosecutions;

Financial Services and Markets Act 2000 Page 253
(b) in relation to Northern Ireland, means the Secretary of State, the [ FCA ]

2

 , the Director

of the Serious Fraud Office and the Director of Public Prosecutions for Northern Ireland.

(4) Subsections (1) to (3) do not apply to Scotland.

(5) In relation to Scotland, the Lord Advocate may from time to time, after consultation with the

Treasury, issue written guidance for the purpose of helping the [ FCA ]

2

 to determine the action

to be taken in cases where behaviour mentioned in subsection (1) occurs.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(4) (April 1, 2013)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Commencement

Pt VIII s. 130(1)-(5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VIII s. 130(1)-(3)(b): England, Wales, Northern Ireland 

Pt VIII s. 130(4)-(5): United Kingdom 

Law In Force

[ 130A Interpretation and supplementary provision

(1) The Treasury may by order specify (whether by name or description)—

(a) the markets which are prescribed markets for the purposes of specified provisions of

this Part, and

(b) the investments that are qualifying investments in relation to the prescribed markets.

(2) An order may prescribe different investments or descriptions of investment in relation to different

markets or descriptions of market.

(3) In this Part—

“accepted market practices” means practices that are reasonably expected in the financial

market or markets in question and are accepted by the [ FCA ]

2

 or, in the case of a market

situated in another EEA State, the competent authority of that EEA State within the meaning

of Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003

on insider dealing and market manipulation (market abuse),

“behaviour”includes action or inaction,

“dealing”, in relation to an investment, means acquiring or disposing of the investment

whether as principal or agent or directly or indirectly, and includes agreeing to acquire or

dispose of the investment, and entering into and bringing to an end a contract creating it,

“investment”is to be read with section 22 and Schedule 2,

“regular user”, in relation to a particular market, means a reasonable person who regularly

deals on that market in investments of the kind in question,

“related investment”, in relation to a qualifying investment, means an investment whose

price or value depends on the price or value of the qualifying investment.

(4) Any reference in this Act to a person engaged in market abuse is to a person engaged in market

abuse either alone or with one or more other persons.

Financial Services and Markets Act 2000 Page 254
]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.2 para.3 (July 1,

2005)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Extent

Pt VIII s. 130A(1)-(4): United Kingdom 

Law In Force

131. Effect on transactions.

The imposition of a penalty under this Part does not make any transaction void or unenforceable.

Commencement

Pt VIII s. 131: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt VIII s. 131: United Kingdom 

Law In Force

[ 131A Protected Disclosures

(1) A disclosure which satisfies the following three conditions is not to be taken to breach any

restriction on the disclosure of information (however imposed).

(2) The first condition is that the information or other matter—

(a) causes the person making the disclosure ( the discloser) to know or suspect, or

(b) gives him reasonable grounds for knowing or suspecting, that another person has engaged

in market abuse.

(3) The second condition is that the information or other matter disclosed came to the discloser in

the course of his trade, profession, business or employment.

(4) The third condition is that the disclosure is made to the [ FCA ]

2

 or to a nominated officer as

soon as is practicable after the information or other matter comes to the discloser.

(5) A disclosure to a nominated officer is a disclosure which is made to a person nominated by the

discloser's employer to receive disclosures under this section, and is made in the course of the

discloser's employment and in accordance with the procedure established by the employer for the

purpose.

(6) For the purposes of this section, references to a person's employer include any body, association

or organisation (including a voluntary organisation) in connection with whose activities the person

exercises a function (whether or not for gain or reward) and references to employment must be

construed accordingly.

]

1

Financial Services and Markets Act 2000 Page 255
Notes

1 Added by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 Sch.2 para.4 (July 1,

2005)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.9(3) para.9(2) (April 1, 2013)

Extent

Pt VIII s. 131A(1)-(6): United Kingdom 

[ PART 8A

SHORT SELLING

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.8 (June 8, 2010)

[ [...]2]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.8 (June 8, 2010)

2 Repealed by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(2) (November

1, 2012: repeal has effect subject to savings provision specified in SI 2012/2554 reg.7)

R Repealed

131B [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(2) (November

1, 2012: repeal has effect subject to savings provision specified in SI 2012/2554 reg.7)

R Repealed

131C [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(2) (November

1, 2012: repeal has effect subject to savings provision specified in SI 2012/2554 reg.7)

R Repealed

131D [...]1

Financial Services and Markets Act 2000 Page 256
Notes

1 Repealed by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(2) (November

1, 2012: repeal has effect subject to savings provision specified in SI 2012/2554 reg.7)

[ Power to require information ]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.8 (June 8, 2010)

Law In Force

[ 131E Power to require information

(1) The [ FCA ]

2

 may, by notice in writing, require a person [...]3 —

(a) to provide specified information or information of a specified description; or

(b) to produce specified documents or documents of a specified description.

(2) This section applies only to information and documents that the [ FCA ]

2

 reasonably requires

for the purpose of [ the exercise by it of functions under the short selling regulation ]

4

 .

(3) Information or documents required under this section must be provided or produced—

(a) before the end of such reasonable period as may be specified; and

(b) at such place as may be specified.

(4) The [ FCA ]

2

 may require any information provided under this section to be provided in such

form as it may reasonably require.

(5) The [ FCA ]

2

 may require—

(a) any information provided, whether in a document or otherwise, to be verified in such

manner as it may reasonably require; or

(b) any document produced to be authenticated in such manner as it may reasonably require.

[ (5A) The [ FCA's]

2

 powers under this section may be exercised on a request made in the exercise

of functions under the short selling regulation by—

(a) the competent authority for the purposes of that regulation of an EEA State other than

the United Kingdom, or

(b) ESMA.

(5B) If a request of the kind mentioned in subsection (5A) has been made to the [ FCA ]

2

 , the

[ FCA ]

2

 must, in deciding whether or not to exercise its powers under this section in response to

the request, consider whether it is necessary to do so to comply with the short selling regulation.

]

5

(6) In this section “specified” means specified in the notice.

(7) [...]6

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.8 (June 8, 2010)

Financial Services and Markets Act 2000 Page 257
2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.25(1) (April 1, 2013)

3 Word repealed by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(3)(a)

(November 1, 2012)

4 Words substituted by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(3)(b)

(November 1, 2012)

5 Added by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(3)(c) (November

1, 2012)

6 Repealed by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(3)(d) (November

1, 2012)

Extent

Pt VIIIA s. 131E(1)-(7)(d): United Kingdom 

Law In Force

[ 131F Power to require information: supplementary

(1) [...]2

(2) If a document is produced in response to a requirement imposed under section 131E , the

[ FCA ]

3

 may—

(a) take copies of or extracts from the document; or

(b) require the person producing the document, or any relevant person, to provide an

explanation of the document.

(3) In subsection (2)(b) “relevant person”, in relation to a person who is required to produce a

document, means a person who—

(a) has been or is or is proposed to be a director or controller of that person;

(b) has been or is an auditor of that person;

(c) has been or is an actuary, accountant or lawyer appointed or instructed by that person;

or

(d) has been or is an employee of that person.

(4) If a person who is required under section 131E to produce a document fails to do so, the [ FCA ]

3

may require the person to state, to the best of the person's knowledge and belief, where the document

is.

(5) A lawyer may be required under section 131E to provide the name and address of the lawyer's

client.

(6) A person (“P”) may not be required under section 131E to disclose information or produce a

document in respect of which P owes an obligation of confidence by virtue of carrying on the

business of banking unless—

[ (a) the [ FCA ]

3

 suspects that P or a member of P's group has contravened any provision

of the short selling regulation;

(b) the [ FCA ]

3

 suspects that the person to whom the obligation of confidence is owed

or a member of that person's group has contravened any provision of the short selling

regulation; or ]

4

(c) the person to whom the obligation of confidence is owed consents to the disclosure or

production.

Financial Services and Markets Act 2000 Page 258
(7) If a person claims a lien on a document, its production under section 131E does not affect the

lien.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.8 (June 8, 2010)

2 Repealed by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(4)(a) (November

1, 2012)

3 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.25(1) (April 1, 2013)

4

Substituted by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(4)(b)

(November 1, 2012)

Extent

Pt VIIIA s. 131F(1)-(7): United Kingdom 

Law In Force

[ 131FA.— Investigations in support of EEA regulator

(1) If so requested by the competent authority of an EEA State other than the United Kingdom

(“the EEA regulator”) acting in the exercise of its functions under the short selling regulation, the

[ FCA ]

2

 may appoint one or more competent persons to investigate any matter.

(2) In deciding whether to comply with a request falling within subsection (1), the [ FCA ]

2

 must

consider whether it is necessary to do so in order to comply with the short selling regulation.

(3) Sections 170 to 177 (which relate to investigations) apply in relation to an investigator appointed

under subsection (1) as they apply in relation to an investigator appointed under section 168(5).

(4) The [ FCA ]

2

 may direct an investigator appointed under subsection (1) to permit a representative

of the EEA regulator to attend, and take part in, any interview conducted for the purposes of the

investigation.

(5) The [ FCA ]

2

 is not to give a direction under subsection (4) unless it is satisfied that any

information obtained by the EEA regulator as a result of the interview will be subject to safeguards

equivalent to those contained in Part 23.

(6) The [ FCA ]

2

 must prepare a statement of its policy with respect to the conduct of interviews

in relation to which a direction under subsection (4) has been given.

(7) The statement requires the approval of the Treasury.

(8) If the Treasury approve the statement, the [ FCA ]

2

 must publish it.

(9) No direction may be given under subsection (4) before the statement has been published.

(10) The [ FCA ]

2

 may at any time alter or replace a statement issued under subsection (6), and

subsections (7) and (8) apply to an altered statement or to a replacement statement.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(5) (November

1, 2012)

Financial Services and Markets Act 2000 Page 259
2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.25(1) (April 1, 2013)

Extent

Pt VIIIA s. 131FA(1)-(10): United Kingdom 

Law In Force

[ 131FB.— Entry of premises under warrant

(1) A justice of the peace may issue a warrant under this section if satisfied on information on oath

given by or on behalf of the [ FCA ]

2

 that there are reasonable grounds for believing that the

conditions in subsection (2) are satisfied.

(2) The conditions are—

(a) that a relevant person on whom a requirement has been imposed under section 131E or

131F has failed (wholly or in part) to comply with it; and

(b) that on the premises specified in the warrant—

(i) there are documents which have been required; or

(ii) there is information which has been required.

(3) A warrant under this section shall authorise a constable—

(a) to enter the premises specified in the warrant;

(b) to search the premises and take possession of any documents or information appearing

to be documents or information of a kind in respect of which a warrant under this section

was issued (“the relevant kind”) or to take, in relation to any such documents or information,

any other steps which may appear to be necessary for preserving them or preventing

interference with them;

(c) to take copies of, or extracts from, any documents or information appearing to be of

the relevant kind;

(d) to require any person on the premises to provide an explanation of any document or

information appearing to be of the relevant kind or to state where it may be found; and

(e) to use such force as may be reasonably necessary.

(4) A warrant under this section may be executed by any constable.

(5) The warrant may authorise persons to accompany any constable who is executing it.

(6) The powers in subsection (3) may be exercised by a person authorised by the warrant to

accompany a constable; but that person may exercise those powers only in the company of, and

under the supervision of, a constable.

(7) In England and Wales, sections 15(5) to (8) and 16(3) to (12) of the Police and Criminal Evidence

Act 19843 (execution of search warrants and safeguards) apply to warrants issued under this section.

(8) In Northern Ireland, Articles 17(5) to (8) and 18(3) to (12) of the Police and Criminal Evidence

(Northern Ireland) Order 19894 apply to warrants issued under this section.

(9) In the application of this section to Scotland—

(a) for the reference to a justice of the peace substitute a reference to a justice of the peace

or a sheriff; and

(b) for the references to information on oath substitute references to evidence on oath.

Financial Services and Markets Act 2000 Page 260
(10) The [ FCA ]

2

 may give information under subsection (1) or under section 176(1) at the request

of an EEA regulator where the regulator makes the request in the exercise of its functions under

the short selling regulation.

(11) The [ FCA ]

2

 must, in deciding whether or not to exercise a power referred to in subsection

(10), consider whether the exercise of that power is necessary to comply with an obligation under

the short selling regulation.

(12) In this section—

“EEA regulator” means the competent authority of an EEA State other than the United

Kingdom for the purposes of the short selling regulation;

“relevant person” means—

(a) an authorised person,

(b) a person who has been an authorised person,

(c) a person who is for the purposes of section 165 connected with an authorised

person or with a person within paragraph (b).

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(5) (November

1, 2012)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.25(1) (April 1, 2013)

3

1984 c.60. Sections 15(5) to (8) and 16(3) to (12) were amended by paragraph 281 of Schedule 8 to the Courts

Act 2003 (c.39), sections 113 and 114 of the Serious Organised Crime and Police Act 2005 (c.15) and S.I. 2005/3496.

4

S.I. 1989/1341 (N.I. 12), amended by S.I. 2007/288 (N.I. 2).

Extent

Pt VIIIA s. 131FB(1)-(12) definition of "relevant person" (c): United Kingdom 

Law In Force

[ 131FC.— Retention of documents taken under section 131FB

(1) Any document of which possession is taken under section 131FB (“a seized document”) may

be retained so long as it is necessary to retain it (rather than copies of it) in the circumstances.

(2) A person claiming to be the owner of a seized document may apply to a magistrates’ court or

(in Scotland) the sheriff for an order for the delivery of the document to the person appearing to

the court or sheriff to be the owner.

(3) If on an application under subsection (2) the court or (in Scotland) the sheriff cannot ascertain

who is the owner of the seized document the court or sheriff (as the case may be) may make such

order as the court or sheriff thinks fit.

(4) An order under subsection (2) or (3) does not affect the right of any person to take legal

proceedings against any person in possession of a seized document for the recovery of the document.

(5) Any right to bring proceedings (as described in subsection (4)) may only be exercised within

6 months of the date of the order made under subsection (2) or (3).

]

1

Financial Services and Markets Act 2000 Page 261
Notes

1 Added by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(5) (November

1, 2012)

Extent

Pt VIIIA s. 131FC(1)-(5): United Kingdom 

[ Breach of short selling [regulation ]

2

 etc ]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.8 (June 8, 2010)

2 Word substituted by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(6)

(November 1, 2012)

Law In Force

[ 131G Power to impose penalty or issue censure

(1) This section applies if the [ FCA ]

2

 is satisfied that a person has contravened—

(a) any provision of [ the short selling regulation ]

3

 ; or

(b) any requirement imposed on the person under section 131E or 131F.

(2) The [ FCA ]

2

 may impose a penalty of such amount as it considers appropriate on—

(a) the person who contravened the provision or requirement; or

(b) any person who was knowingly concerned in the contravention.

(3) It may, instead of imposing a penalty on a person, publish a statement censuring the person.

(4) The [ FCA ]

2

 may not take action against a person under this section after the end of the

limitation period unless, before the end of that period, it has given a warning notice to the person

under section 131H.

(5) “The limitation period” means the period of three years beginning with the first day on which

the [ FCA ]

2

 knew of the contravention .

(6) For this purpose the [ FCA ]

2

 is to be treated as knowing of a contravention if it has information

from which the contravention can reasonably be inferred.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.8 (June 8, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.25(1) (April 1, 2013)

3 Words substituted by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(7)

(November 1, 2012)

Extent

Pt VIIIA s. 131G(1)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 262
Law In Force

[ 131H Procedure and right to refer to Tribunal

(1) If the [ FCA ]

2

 proposes to take action against a person under section 131G, it must give the

person a warning notice.

(2) A warning notice about a proposal to impose a penalty must state the amount of the penalty.

(3) A warning notice about a proposal to publish a statement must set out the terms of the statement.

(4) If the [ FCA ]

2

 decides to take action against a person under section 131G, it must give the

person a decision notice.

(5) A decision notice about the imposition of a penalty must state the amount of the penalty.

(6) A decision notice about the publication of a statement must set out the terms of the statement.

(7) If the [ FCA ]

2

 decides to take action against a person under section 131G, the person may

refer the matter to the Tribunal.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.8 (June 8, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.25(1) (April 1, 2013)

Extent

Pt VIIIA s. 131H(1)-(7): United Kingdom 

Law In Force

[ 131I Duty on publication of statement

After a statement under section 131G(3) is published, the [ FCA ]

2

 must send a copy of the statement

to—

(a) the person in respect of whom it is made; and

(b) any person to whom a copy of the decision notice was given under section 393(4).

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.8 (June 8, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.25(1) (April 1, 2013)

Extent

Pt VIIIA s. 131I(a)-(b): United Kingdom 

Law In Force

[ 131J Imposition of penalties under section 131G: statement of policy

(1) The [ FCA ]

2

 must prepare and issue a statement of its policy with respect to—

(a) the imposition of penalties under section 131G; and

(b) the amount of penalties under that section.

Financial Services and Markets Act 2000 Page 263
(2) The [ FCA's]

2

 policy in determining what the amount of a penalty should be must include

having regard to—

(a) the seriousness of the contravention;

(b) the extent to which the contravention was deliberate or reckless; and

(c) whether the person on whom the penalty is to be imposed is an individual.

(3) The [ FCA ]

2

 may at any time alter or replace a statement issued under this section.

(4) If a statement issued under this section is altered or replaced, the [ FCA ]

2

 must issue the

altered or replaced statement.

(5) The [ FCA ]

2

 must, without delay, give the Treasury a copy of any statement which it publishes

under this section.

(6) A statement issued under this section must be published by the [ FCA ]

2

 in the way appearing

to the [ FCA ]

2

 to be best calculated to bring it to the attention of the public.

(7) The [ FCA ]

2

 may charge a reasonable fee for providing a person with a copy of the statement.

(8) In exercising, or deciding whether to exercise, a power under section 131G in the case of any

particular contravention, the [ FCA ]

2

 must have regard to any statement of policy published under

this section and in force at a time when the contravention occurred.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.8 (June 8, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.25(1) (April 1, 2013)

Extent

Pt VIIIA s. 131J(1)-(8): United Kingdom 

Law In Force

[ 131K Statement of policy: procedure

(1) Before issuing a statement under section 131J , the [ FCA ]

2

 must publish a draft of the proposed

statement in the way appearing to the [ FCA ]

2

 to be best calculated to bring it to the attention of

the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the [ FCA ]

2

 within a specified time.

(3) Before issuing the proposed statement, the [ FCA ]

2

 must have regard to any representations

made to it in accordance with subsection (2).

(4) If the [ FCA ]

2

 issues the proposed statement it must publish an account, in general terms,

of—

(a) the representations made to it in accordance with subsection (2); and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the

opinion of the [ FCA ]

2

 , significant, the [ FCA ]

2

 must (in addition to complying with subsection

(4)) publish details of the difference.

Financial Services and Markets Act 2000 Page 264
(6) The [ FCA ]

2

 may charge a reasonable fee for providing a person with a copy of a draft published

under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.8 (June 8, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.25(1) (April 1, 2013)

Extent

Pt VIIIA s. 131K(1)-(7): United Kingdom 

Law In Force

[ 131L.— Offences

(1) If a relevant person (“A”) fails to comply with a requirement imposed on A under section 131E

or 131F the [ FCA ]

2

 may certify that fact in writing to the court.

(2) If the court is satisfied that A failed without reasonable excuse to comply with the requirement,

it may deal with A (and where A is a body corporate, any director or officer) as if A (or as the case

may be the director or officer) were in contempt; and “officer”, in relation to a limited liability

partnership, means a member of the limited liability partnership.

(3) A relevant person (“B”) who, in purported compliance with a requirement imposed on B under

section 131E or 131F—

(a) provides information which B knows to be false or misleading in a material particular,

or

(b) recklessly provides information which is false or misleading in a material particular,

is guilty of an offence.

(4) A person guilty of an offence under subsection (3) is liable—

(a) on summary conviction, to imprisonment for a term not exceeding three months or a

fine not exceeding the statutory maximum, or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a

fine, or both.

(5) Any person who intentionally obstructs the exercise of any rights conferred by a warrant under

section 131FB is guilty of an offence and liable on summary conviction to imprisonment for a term

not exceeding three months or a fine not exceeding level 5 on the standard scale, or both.

(6) In relation to any contravention by a person, the [ FCA ]

2

 may not exercise both—

(a) its powers under section 131G(2), and

(b) its powers under subsection (1).

(7) In this section—

“court” means—

(a) the High Court;

(b) in Scotland, the Court of Session;

“relevant person” means—

Financial Services and Markets Act 2000 Page 265
(a) an authorised person,

(b) a person who has been an authorised person,

(c) a person who is for the purposes of section 165 connected with an authorised

person or with a person within paragraph (b).

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(8) (November

1, 2012)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.25(1) (April 1, 2013)

Extent

Pt VIIIA s. 131L(1)-(7) definition of "relevant person" (c): United Kingdom 

PART IX

HEARINGS AND APPEALS

R Repealed

132.— [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.44 (April 6, 2010)

Law In Force

!

Amendment(s) Pending

[ 133 Proceedings before Tribunal: general provision

(1) This section applies in the case of a reference or appeal to the Tribunal (whether made under

this or any other Act) in respect of—

(a) a decision of [ the FCA or the PRA ]

2

 ;

(b) a decision of the Bank of England; or

(c) a decision of a person relating to the assessment of any compensation or consideration

under the Banking (Special Provisions) Act 2008 or the Banking Act 2009.

(2) In this section—

“relevant decision” means a decision mentioned in subsection (1)(a), (b) or (c); and

“the decision-maker”, in relation to a relevant decision, means the person who made the

relevant decision.

(3) Tribunal Procedure Rules may make provision for the suspension of a relevant decision which

has taken effect, pending determination of the reference or appeal.

(4) The Tribunal may consider any evidence relating to the subject-matter of the reference or appeal,

whether or not it was available to the decision-maker at the material time.

[ (5) In the case of a disciplinary reference or a reference under section 393(11), the Tribunal—

Financial Services and Markets Act 2000 Page 266
(a) must determine what (if any) is the appropriate action for the decision-maker to take

in relation to the matter; and

(b) on determining the reference, must remit the matter to the decision-maker with such

directions (if any) as the Tribunal considers appropriate for giving effect to its determination.

(6) In any other case, the Tribunal must determine the reference or appeal by either—

(a) dismissing it; or

(b) remitting the matter to the decision-maker with a direction to reconsider and reach a

decision in accordance with the findings of the Tribunal.

(6A) The findings mentioned in subsection (6)(b) are limited to findings as to—

(a) issues of fact or law;

(b) the matters to be, or not to be, taken into account in making the decision; and

(c) the procedural or other steps to be taken in connection with the making of the decision.

]

3

(7) The decision-maker must act in accordance with the determination of, and any direction given

by, the Tribunal.

[ (7A) A reference is a “disciplinary reference” for the purposes of this section if it is in respect of

any of the following decisions—

(a) a decision to impose a penalty under section 63A;

(b) a decision to take action under section 66;

(c) a decision to take action under section 87M;

(d) a decision to take action under section 88A;

(e) a decision to take action under section 89K;

(f) a decision to take action under section 89Q;

(g) a decision to take action under section 91;

(h) a decision to take action under section 123;

(i) a decision to take action under section 131G;

(j) a decision to take action under section 192K;

(k) a decision to publish a statement under section 205, impose a penalty under section 206

or suspend a permission or impose a restriction under section 206A;

(l) a decision to take action under [section 249 or 261K ]

5

;

(m) a decision to publish a statement under section 312E or impose a penalty under section

312F;

(n) a decision to take action under section 345 or 345A.

]

4

(8) An order of the Tribunal may be enforced—

(a) as if it were an order of a county court; or

(b) in Scotland, as if it were an order of the Court of Session.

]

1

Notes

1

Ss 133-133B substituted for s.133 by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.45 (April 6, 2010)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.23(2)(a) (April 1, 2013)

3

S.133(5)-(6A) substituted for s.133(5)-(6) by Financial Services Act 2012 c. 21 Pt 2 s.23(2)(b) (April 1, 2013)

4 Added by Financial Services Act 2012 c. 21 Pt 2 s.23(2)(c) (April 1, 2013)

Financial Services and Markets Act 2000 Page 267
5 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(3) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

Amendments Pending

Pt IX s. 133(8)(a): words inserted by Crime and Courts Act 2013 c. 22, Sch. 9(3) para. 83 (date to be appointed: insertion

has effect subject to savings and transitional provisions specified in 2013 c.22 s.15 and Sch.8)

Commencement

Pt IX s. 133(1)-(12): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt IX s. 133(1)-(12): United Kingdom 

Law In Force

[ 133A Proceedings before Tribunal: decision and supervisory notices, etc.

(1) In determining [ in accordance with section 133(5) ]

2

 a reference made (whether under this

or any other Act) as a result of a decision notice [ given by a body, the Tribunal may not direct the

body to take action which it would ]

3

 not, as a result of section 388(2), have had power to take

when giving the notice.

(2)-(3) [...]4

(4) [ The action specified in a decision notice must not be taken— ]

5

(a) during the period within which the matter to which the notice relates may be referred

to the Tribunal (whether under this or any other Act); and

(b) if the matter is so referred, until the reference, and any appeal against the Tribunal's

determination, has been finally disposed of.

(5) The Tribunal may, on determining a reference (whether made under this or any other Act) in

respect of a decision of [ the FCA or the PRA ]

6

 , make recommendations as to [ its]

7

 regulating

provisions or its procedures.

]

1

Notes

1

Ss 133-133B substituted for s.133 by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.45 (April 6, 2010)

2 Words inserted by Financial Services Act 2012 c. 21 Pt 2 s.23(3)(a)(i) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.23(3)(a)(ii) (April 1, 2013)

4 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.23(3)(b) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.23(3)(c) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.23(3)(d)(i) (April 1, 2013)

7 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.23(3)(d)(ii) (April 1, 2013)

Extent

Pt IX s. 133A(1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 268
Law In Force

[ 133B Offences

(1) This section applies in the case of proceedings before the Tribunal in respect of—

(a) a decision of [ the FCA or the PRA ]

2

 ;

(b) a decision of the Bank of England; or

(c) a decision of a person relating to the assessment of any compensation or consideration

under the Banking (Special Provisions) Act 2008 or the Banking Act 2009.

(2) A person is guilty of an offence if that person, without reasonable excuse—

(a) refuses or fails—

(i) to attend following the issue of a summons by the Tribunal; or

(ii) to give evidence; or

(b) alters, suppresses, conceals or destroys, or refuses to produce a document which he

may be required to produce for the purposes of proceedings before the Tribunal.

(3) A person guilty of an offence under subsection (2)(a) is liable on summary conviction to a fine

not exceeding level 5 on the standard scale.

(4) A person guilty of an offence under subsection (2)(b) is liable—

(a) on summary conviction, to a fine not exceeding the statutory maximum;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a

fine or both.

]

1

Notes

1

Ss 133-133B substituted for s.133 by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.45 (April 6, 2010)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.23(4) (April 1, 2013)

Extent

Pt IX s. 133B(1)-(4)(b): United Kingdom 

Legal assistance before the Tribunal

Law In Force

134.— Legal assistance scheme.

(1) The Lord Chancellor may by regulations establish a scheme governing the provision of legal

assistance in connection with proceedings before the Tribunal.

(2) If the Lord Chancellor establishes a scheme under subsection (1), it must provide that a person

is eligible for assistance only if–

(a) he falls within subsection (3); and

(b) he fulfils such other criteria (if any) as may be prescribed as a result of section 135(1)(d).

(3) A person falls within this subsection if he is an individual who has referred a matter to the

Tribunal under section 127(4).

Financial Services and Markets Act 2000 Page 269
(4) In this Part of this Act “the legal assistance scheme” means any scheme in force under subsection

(1).

Commencement

Pt IX s. 134(1)-(4): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt IX s. 134(1)-(4): United Kingdom 

Law In Force

135.— Provisions of the legal assistance scheme.

(1) The legal assistance scheme may, in particular, make provision as to–

(a) the kinds of legal assistance that may be provided;

(b) the persons by whom legal assistance may be provided;

(c) the manner in which applications for legal assistance are to be made;

(d) the criteria on which eligibility for legal assistance is to be determined;

(e) the persons or bodies by whom applications are to be determined;

(f) appeals against refusals of applications;

(g) the revocation or variation of decisions;

(h) its administration and the enforcement of its provisions.

(2) Legal assistance under the legal assistance scheme may be provided subject to conditions or

restrictions, including conditions as to the making of contributions by the person to whom it is

provided.

Commencement

Pt IX s. 135(1)-(2): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt IX s. 135(1)-(2): United Kingdom 

Law In Force

136.— Funding of the legal assistance scheme.

(1) The [ FCA ]

1

 must pay to the Lord Chancellor such sums at such times as he may, from time

to time, determine in respect of the anticipated or actual cost of legal assistance provided in

connection with proceedings before the Tribunal under the legal assistance scheme.

(2) In order to enable it to pay any sum which it is obliged to pay under subsection (1), the [ FCA ]

1

must make rules requiring the payment to it by authorised persons or any class of authorised person

of specified amounts or amounts calculated in a specified way.

(3) Sums received by the Lord Chancellor under subsection (1) must be paid into the Consolidated

Fund.

Financial Services and Markets Act 2000 Page 270
(4) The Lord Chancellor must, out of money provided by Parliament fund the cost of legal assistance

provided in connection with proceedings before the Tribunal under the legal assistance scheme.

(5) Subsection (6) applies if, as respects a period determined by the Lord Chancellor, the amount

paid to him under subsection (1) as respects that period exceeds the amount he has expended in

that period under subsection (4).

(6) The Lord Chancellor must–

(a) repay, out of money provided by Parliament, the excess to the [ FCA ]

1

 ; or

(b) take the excess into account on the next occasion on which he makes a determination

under subsection (1).

(7) The [ FCA ]

1

 must make provision for any sum repaid to it under subsection (6)(a)–

(a) to be distributed among–

(i) the authorised persons on whom a levy was imposed in the period in question

as a result of rules made under subsection (2); or

(ii) such of those persons as it may determine;

(b) to be applied in order to reduce any amounts which those persons, or such of them as

it may determine, are or will be liable to pay to the [ FCA ]

1

 , whether under rules made

under subsection (2) or otherwise; or

(c) to be partly so distributed and partly so applied.

(8) If the [ FCA ]

1

 considers that it is not practicable to deal with any part of a sum repaid to it

under subsection (6)(a) in accordance with provision made by it as a result of subsection (7), it

may, with the consent the Lord Chancellor, apply or dispose of that part of that sum in such manner

as it considers appropriate.

(9) “Specified” means specified in the rules.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.23(5) (April 1, 2013)

Commencement

Pt IX s. 136(1)-(9): June 18, 2001 for the purposes of making rules; September 3, 2001 otherwise (SI 2001/1820 art.

2, Sch. 1 para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt IX s. 136(1)-(9): United Kingdom 

Appeals

R Repealed

137.— [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.46 (April 6, 2010)

Financial Services and Markets Act 2000 Page 271
[ PART 9A

RULES AND GUIDANCE

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

[ CHAPTER 1

RULE-MAKING POWERS ]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

[ General rule-making powers of the FCA and the PRA ]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Law In Force

[ 137A The FCA's general rules

(1) The FCA may make such rules applying to authorised persons—

(a) with respect to the carrying on by them of regulated activities, or

(b) with respect to the carrying on by them of activities which are not regulated activities,

Financial Services and Markets Act 2000 Page 272
as appear to the FCA to be necessary or expedient for the purpose of advancing one or more of its

operational objectives.

(2) Rules made under this section are referred to in this Act as the FCA's general rules.

(3) The FCA's general rules may make provision applying to authorised persons even though there

is no relationship between the authorised persons to whom the rules will apply and the persons

whose interests will be protected by the rules.

(4) The FCA's general rules may contain requirements which take into account, in the case of an

authorised person who is a member of a group, any activity of another member of the group.

(5) The FCA's general rules may not—

(a) make provision prohibiting an EEA firm from carrying on, or holding itself out as

carrying on, any activity which it has permission conferred by Part 2 of Schedule 3 to carry

on in the United Kingdom;

(b) make provision, as respects an EEA firm, about any matter for which responsibility is,

under any of the single market directives or the emission allowance auctioning regulation,

reserved to the firm's home state regulator.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137A(1)-(5)(b): United Kingdom 

Law In Force

[ 137B FCA general rules: clients' money, right to rescind etc.

(1) Rules relating to the handling of money held by an authorised person in specified circumstances

(“clients' money”) may—

(a) make provision which results in that clients' money being held on trust in accordance

with the rules,

(b) treat 2 or more accounts as a single account for specified purposes (which may include

the distribution of money held in the accounts),

(c) authorise the retention by the authorised person of interest accruing on the clients'

money, and

(d) make provision as to the distribution of such interest which is not to be retained by the

authorised person.

Financial Services and Markets Act 2000 Page 273
(2) An institution with which an account is kept in pursuance of rules relating to the handling of

clients' money does not incur any liability as constructive trustee if the money is wrongfully paid

from the account, unless the institution permits the payment—

(a) with knowledge that it is wrongful, or

(b) having deliberately failed to make enquiries in circumstances in which a reasonable

and honest person would have done so.

(3) Rules may—

(a) confer rights on persons to rescind agreements with, or withdraw offers to, authorised

persons within a specified period, and

(b) make provision, in respect of authorised persons and persons exercising those rights,

for the restitution of property and the making or recovery of payments where those rights

are exercised.

(4) “Rules” means general rules of the FCA.

(5) “Specified” means specified in the rules.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137B(1)-(5): United Kingdom 

Law In Force

[ 137C FCA general rules: cost of credit and duration of credit agreements

(1) The power of the FCA to make general rules includes power to make rules prohibiting authorised

persons from—

(a) entering into a regulated credit agreement that provides for—

(i) the payment by the borrower of charges of a specified description, or

(ii) the payment by the borrower over the duration of the agreement of charges that,

taken with the charges paid under one or more other agreements which are treated

by the rules as being connected with it, exceed, or are capable of exceeding, a

specified amount;

(b) imposing charges of a specified description or exceeding a specified amount on a person

who is the borrower under a regulated credit agreement;

(c) entering into a regulated credit agreement that—

(i) is capable of remaining in force after the end of a specified period,

Financial Services and Markets Act 2000 Page 274
(ii) when taken with one or more other regulated credit agreements which are treated

by the rules as being connected with it, would be capable of remaining in force after

the end of a specified period, or

(iii) is treated by the rules as being connected with a number of previous regulated

credit agreements that exceeds a specified maximum;

(d) exercising the rights of the lender under a regulated credit agreement (as a person for

the time being entitled to exercise them) in a way that enables the agreement to remain in

force after the end of a specified period or enables the imposition on the borrower of charges

within paragraph (a)(i) or (ii).

(2) “Charges” means charges payable, by way of interest or otherwise, in connection with the

provision of credit under the regulated credit agreement, whether or not the agreement itself makes

provision for them and whether or not the person to whom they are payable is a party to the regulated

credit agreement or an authorised person.

(3) “The borrower”includes—

(a) any person providing a guarantee or indemnity under the regulated credit agreement,

and

(b) a person to whom the rights and duties of the borrower under the regulated credit

agreement or a person falling within paragraph (a) have passed by assignment or operation

of law.

(4) In relation to an agreement entered into or obligation imposed in contravention of the rules, the

rules may—

(a) provide for the agreement or obligation to be unenforceable against any person or

specified person;

(b) provide for the recovery of any money or other property paid or transferred under the

agreement or other obligation by any person or specified person;

(c) provide for the payment of compensation for any loss sustained by any person or

specified person as a result of paying or transferring any money or other property under the

agreement or obligation.

(5) The provision that may be made as a result of subsection (4) includes provision corresponding

to that made by section 30 (enforceability of agreements resulting from unlawful communications).

(6) A credit agreement is a contract of the kind mentioned in paragraph 23 of Schedule 2, other

than one under which the obligation of the borrower to repay is secured on land: and a credit

agreement is a “regulated credit agreement” if any of the following is a regulated activity—

(a) entering into or administering the agreement;

(b) exercising or being able to exercise the rights of the lender under the agreement.

(7) In this section—

(a) “specified amount” means an amount specified in or determined in accordance with

the rules;

(b) “specified period” means a period of a duration specified in or determined in accordance

with the rules;

(c) “specified person” means a person of a description specified in the rules;

(d) subject to that, “specified” means specified in the rules.

]

1

Financial Services and Markets Act 2000 Page 275
Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137C(1)-(7)(d): United Kingdom 

Law In Force

[ 137D FCA general rules: product intervention

(1) The power of the FCA to make general rules includes power to make such rules (“product

intervention rules”) prohibiting authorised persons from doing anything mentioned in subsection

(2) as appear to it to be necessary or expedient for the purpose of advancing—

(a) the consumer protection objective or the competition objective, or

(b) if the Treasury by order provide for this paragraph to apply, the integrity objective.

(2) Those prohibited things are—

(a) entering into specified agreements with any person or specified person;

(b) entering into specified agreements with any person or specified person unless

requirements specified in the rules have been satisfied;

(c) doing anything that would or might result in the entering into of specified agreements

by persons or specified persons, or the holding by them of a beneficial or other kind of

economic interest in specified agreements;

(d) doing anything within paragraph (c) unless requirements specified in the rules have

been satisfied.

(3) “Specified agreements” means agreements of a description specified in general rules made by

the FCA.

(4) “Specified persons” means persons of a description specified in general rules made by the FCA.

(5) It is of no relevance—

(a) whether the entering into of a specified agreement itself constitutes the carrying on of

a regulated activity, or

(b) whether, in a case within subsection (2)(c) or (d), the specified agreements are with the

authorised persons concerned or anyone else.

(6) The requirements that may be specified under subsection (2)(b) or (d) include in particular—

(a) requirements as to the terms and conditions that are to be, or are not to be, included in

specified or other agreements, and

(b) requirements limiting invitations or inducements to enter into specified or other

agreements to those made to specified persons.

(7) In relation to contraventions of product intervention rules, the rules may—

Financial Services and Markets Act 2000 Page 276
(a) provide for a relevant agreement or obligation to be unenforceable against any person

or specified person;

(b) provide for the recovery of any money or other property paid or transferred under a

relevant agreement or obligation by any person or specified person;

(c) provide for the payment of compensation for any loss sustained by any person or

specified person as a result of paying or transferring any money or other property under a

relevant agreement or obligation.

(8) “A relevant agreement or obligation” means—

(a) a specified agreement;

(b) an agreement entered into in contravention of any rule made as a result of subsection

(2)(c) or (d);

(c) an obligation to which a person is subject as a result of exercising a right conferred by

an agreement within paragraph (a) or (b) of this subsection.

(9) The provision that may be made as a result of subsection (7) includes provision corresponding

to that made by section 30 (enforceability of agreements resulting from unlawful communications).

(10) In this section—

(a) any reference to entering into an agreement includes inviting or inducing persons to

enter into an agreement, and

(b) any reference to an agreement includes an arrangement.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137D(1)-(10)(b): United Kingdom 

Law In Force

[ 137E Orders under s.137D(1)(b)

(1) No order may be made under section 137D(1)(b) unless—

(a) a draft of the order has been laid before Parliament and approved by a resolution of

each House, or

(b) subsection (3) applies.

(2) Subsection (3) applies if an order under section 137D(1)(b) contains a statement that the Treasury

are of the opinion that, by reason of urgency, it is necessary to make the order without a draft being

so laid and approved.

(3) Where this subsection applies the order—

Financial Services and Markets Act 2000 Page 277
(a) must be laid before Parliament after being made, and

(b) ceases to have effect at the end of the relevant period unless before the end of that period

the order is approved by a resolution of each House of Parliament (but without that affecting

anything done under the order or the power to make a new order).

(4) The “relevant period” is a period of 28 days beginning with the day on which the order is made.

(5) In calculating the relevant period no account is to be taken of any time during which Parliament

is dissolved or prorogued or during which both Houses are adjourned for more than 4 days.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137E(1)-(5): United Kingdom 

Law In Force

[ 137F Rules requiring participation in benchmark

(1) The power of the FCA to make general rules includes power to make rules requiring authorised

persons to take specified steps in connection with the setting by a specified person of a specified

benchmark.

(2) The rules may in particular—

(a) require authorised persons to whom the rules apply to provide information of a specified

kind, or expressions of opinion as to specified matters, to persons determined in accordance

with the rules;

(b) make provision about the form in which and the time by which any information or

expression of opinion is to be provided;

(c) make provision by reference to any code or other document published by the person

responsible for the setting of the benchmark or by any other person determined in accordance

with the rules, as the code or other document has effect from time to time.

(3) Rules making provision of the kind mentioned in subsection (2)(c) may provide that the code

or other document is to be capable of affecting obligations imposed by the rules only if specified

requirements are met in relation to it.

(4) In this section—

“benchmark”has the meaning given in section 22(6);

“specified” means specified in or determined in accordance with the rules.

]

1

Financial Services and Markets Act 2000 Page 278
Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137F(1)-(4) definition of "specified": United Kingdom 

Law In Force

[ 137G The PRA's general rules

(1) The PRA may make such rules applying to PRA-authorised persons—

(a) with respect to the carrying on by them of regulated activities, or

(b) with respect to the carrying on by them of activities which are not regulated activities,

as appear to the PRA to be necessary or expedient for the purpose of advancing any of its objectives.

(2) Rules made under this section are referred to in this Act as the PRA's general rules.

(3) The PRA's general rules may make provision applying to PRAauthorised persons even though

there is no relationship between the PRA-authorised persons to whom the rules will apply and the

persons whose interests will be protected by the rules.

(4) The PRA's general rules may contain requirements which take into account, in the case of a

PRA-authorised person who is a member of a group, any activity of another member of the group.

(5) The PRA's general rules may not—

(a) make provision prohibiting an EEA firm from carrying on, or holding itself out as

carrying on, any activity which it has permission conferred by Part 2 of Schedule 3 to carry

on in the United Kingdom;

(b) make provision, as respects an EEA firm, about any matter for which responsibility is,

under any of the single market directives or the emission allowance auctioning regulation,

reserved to the firm's home state regulator.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Financial Services and Markets Act 2000 Page 279
Extent

Pt IXA c. 1 s. 137G(1)-(5)(b): United Kingdom 

Law In Force

[ 137H General rules about remuneration

(1) This section applies where either regulator exercises its power to make general rules so as to

make rules prohibiting persons, or persons of a specified description, from being remunerated in

a specified way.

(2) The rules may—

(a) provide that any provision of an agreement that contravenes such a prohibition is void,

and

(b) provide for the recovery of any payment made, or other property transferred, in pursuance

of a provision that is void by virtue of paragraph (a).

(3) A provision that, at the time the rules are made, is contained in an agreement made before that

time may not be rendered void under subsection (2)(a) unless it is subsequently amended so as to

contravene a prohibition referred to in that subsection.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137H(1)-(3): United Kingdom 

Law In Force

[ 137I Remuneration policies: Treasury direction to consider compliance

(1) This section applies where either regulator exercises its power to make general rules so as to

make rules requiring authorised persons, or authorised persons of a description specified in the

rules, to act in accordance with a remuneration policy.

(2) A “remuneration policy”is a policy about the remuneration by an authorised person of—

(a) officers,

(b) employees, or

(c) other persons,

of a description specified in the rules.

Financial Services and Markets Act 2000 Page 280
(3) The Treasury may direct the regulator to consider whether the remuneration policies of authorised

persons specified in the direction (or of authorised persons of a description so specified) comply

with requirements imposed by rules made by that regulator as to the contents of the policies.

(4) Before giving a direction under subsection (3), the Treasury must consult the regulator concerned.

(5) If the regulator considers that a remuneration policy of an authorised person fails to make

provision which complies with the requirements mentioned in subsection (3), the regulator must

take such steps as it considers appropriate to deal with the failure.

(6) The steps that the regulator may take include requiring the remuneration policy to be revised.

(7) “Authorised person”, in relation to the PRA, means PRA-authorised person.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137I(1)-(7): United Kingdom 

Law In Force

[ 137J Rules about recovery plans: duty to consult

(1) Before either regulator prepares a draft of any general rules that require each relevant person

(or each relevant person of a specified description) to prepare a recovery plan, the regulator must

consult—

(a) the Treasury, and

(b) the Bank of England.

(2) A “relevant person”is an authorised person in relation to whom any power under Part 1 of the

Banking Act 2009 (special resolution regime) is exercisable.

(3) A “recovery plan”is a document containing information within subsection (4) or (5).

(4) Information is within this subsection if it relates to action to be taken to secure that, in the event

of specified circumstances affecting the carrying on of the business (or any part of the business)

of an authorised person—

(a) the business of the authorised person, or

(b) a specified part of that business,

is capable of being carried on (whether or not by the authorised person and whether or not in the

same way as previously).

(5) Information is within this subsection if it would facilitate the carrying on of the business (or

any part of the business) of an authorised person by any other person.

Financial Services and Markets Act 2000 Page 281
(6) In this section—

“authorised person”, in relation to the PRA, means PRAauthorised person;

“specified” means specified in the rules.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137J(1)-(6) definition of "specified": United Kingdom 

Law In Force

[ 137K PRA rules about resolution plans: duty to consult

(1) Before the PRA prepares a draft of any general rules that require each relevant person (or each

relevant person of a specified description) to prepare a resolution plan, the PRA must consult—

(a) the Treasury, and

(b) the Bank of England.

(2) A “relevant person”is a PRA-authorised person in relation to whom any power under Part 1 of

the Banking Act 2009 (special resolution regime) is exercisable.

(3) A “resolution plan”is a document containing information within subsection (4) or (5).

(4) Information is within this subsection if it relates to action to be taken in the event of—

(a) circumstances arising in which it is likely that the business (or any part of the business)

of an authorised person will fail, or

(b) the failure of the business (or any part of the business) of an authorised person.

(5) Information is within this subsection if it would facilitate anything falling to be done by any

person in consequence of that failure.

(6) An example of information within subsection (5) is information that, in the event of that failure,

would facilitate—

(a) planning by the Treasury in relation to the possible exercise of any of its powers under

Part 1 of the Banking Act 2009, or

(b) planning by the Bank of England in relation to the possible exercise of any of its powers

under Part 1, 2 or 3 of that Act.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

Financial Services and Markets Act 2000 Page 282
guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137K(1)-(6)(b): United Kingdom 

Law In Force

[ 137L Interpretation of sections 137J and 137K

(1) This section has effect for the interpretation of sections 137J and 137K.

(2) References to the taking of action include the taking of action by—

(a) the authorised person,

(b) any other person in the same group as the authorised person, or

(c) a partnership of which the authorised person is a member.

(3) In subsection (2)(b) the definition of “group” in section 421 applies with the omission of

subsection (1)(e) and (f) of that section.

(4) References to the business of an authorised person include the business of—

(a) any person in the same group as the authorised person, and

(b) a partnership of which the authorised person is a member.

(5) For the purposes of section 137K the cases in which the business (or any part of the business)

of the authorised person (“A”) is to be regarded as having failed include those where—

(a) A enters insolvency,

(b) any of the stabilisation options in Part 1 of the Banking Act 2009 is achieved in relation

to A, or

(c) A falls to be taken for the purposes of the compensation scheme to be unable, or likely

to be unable, to satisfy claims against A.

(6) In subsection (5)(a) “insolvency”includes—

(a) bankruptcy,

(b) liquidation,

(c) bank insolvency,

(d) administration,

(e) bank administration,

(f) receivership,

(g) a composition between A and A's creditors, and

(h) a scheme of arrangement of A's affairs.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

Financial Services and Markets Act 2000 Page 283
accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137L(1)-(6)(h): United Kingdom 

Law In Force

[ 137M Special provision relating to adequacy of resolution plans

(1) This section applies where the PRA has exercised its power to make general rules so as to make

rules requiring PRA-authorised persons, or PRA-authorised persons of a specified description, to

prepare a resolution plan.

(2) The PRA must consult the Treasury and the Bank of England (“the Bank”) about the adequacy

of resolution plans required to be prepared by those rules, so far as relating to any matter which

may be relevant to the exercise by the Treasury or the Bank of any power under Part 1, 2 or 3 of

the Banking Act 2009.

(3) After being consulted under subsection (2)—

(a) the Treasury or the Bank may notify the PRA that, in the opinion of the Treasury or the

Bank, a resolution plan fails to make satisfactory provision in relation to any such matter,

and

(b) if the Treasury or the Bank give a notification under paragraph (a), the Treasury or the

Bank must give reasons for being of that opinion to the PRA.

(4) The PRA must have regard to any notification given under subsection (3)(a) before considering

whether any resolution plan makes satisfactory provision in relation to any such matter.

(5) If—

(a) a notification is given under subsection (3)(a), but

(b) the PRA is nonetheless of the opinion that the resolution plan makes satisfactory

provision in relation to any such matter,

the PRA must give reasons for being of that opinion to the person who gave the notification.

(6) In this section—

“resolution plan”has the same meaning as in section 137K;

“specified” means specified in the rules.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Financial Services and Markets Act 2000 Page 284
Extent

Pt IXA c. 1 s. 137M(1)-(6) definition of "specified": United Kingdom 

Law In Force

[ 137N Recovery plans and resolution plans: restriction on duty of confidence

(1) A contractual or other requirement imposed on a person (“P”) to keep information in confidence

does not apply if—

(a) the information is or may be relevant to anything required to be done as a result of a

requirement imposed by general rules made by either regulator to prepare a recovery plan

or a resolution plan,

(b) an authorised person or a skilled person requests or requires P to provide the information

for the purpose of securing that those things are done, and

(c) the regulator in question has approved the making of the request or the imposition of

the requirement before it is made or imposed.

(2) An authorised person may provide information (whether received under subsection (1) or

otherwise) that would otherwise be subject to a contractual or other requirement to keep it in

confidence if it is provided for the purposes of anything required to be done as a result of a

requirement imposed by general rules to prepare a recovery plan or a resolution plan.

(3) In this section, references to preparing a recovery plan or a resolution plan include—

(a) keeping that plan up to date, and

(b) collecting specified information for the purposes of that plan.

(4) In this section, references to a skilled person are to a person appointed in accordance with section

166A.

(5) In this section—

“authorised person”, in relation to rules of the PRA, means a PRAauthorised person;

“specified” means specified in the rules.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137N(1)-(5) definition of "specified": United Kingdom 

Financial Services and Markets Act 2000 Page 285
[ Specific rule-making powers]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Law In Force

[ 137O Threshold condition code

(1) Either regulator may make rules supplementing any of the conditions for the time being set out

in or specified under Schedule 6 that is expressed to be relevant to the discharge of that regulator's

functions.

(2) Rules made under this section by a regulator are referred to as that regulator's “threshold condition

code”.

(3) A threshold condition code may in particular—

(a) specify requirements which a person must satisfy in order to be regarded as satisfying

a particular condition in relation to any regulated activities;

(b) specify matters which are, or may be, or are not, relevant in determining whether a

person satisfies a particular condition in relation to any regulated activities.

(4) Except where a regulator's threshold condition code so provides, it is not to be regarded as

limiting the matters that are, or may be, relevant in determining whether a person satisfies a particular

condition in relation to any regulated activities.

(5) A threshold condition code cannot impose obligations that are enforceable against authorised

persons otherwise than through the threshold conditions.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137O(1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 286
Law In Force

[ 137P Control of information rules

(1) Either regulator may make rules (“control of information rules”) about the disclosure and use

of information held by an authorised person (“A”).

(2) Control of information rules may—

(a) require the withholding of information which A would otherwise be required to disclose

to a person (“B”) for or with whom A does business in the course of carrying on any regulated

or other activity;

(b) specify circumstances in which A may withhold information which A would otherwise

be required to disclose to B;

(c) require A not to use for the benefit of B information—

(i) which is held by A, and

(ii) which A would otherwise be required to use for the benefit of B;

(d) specify circumstances in which A may decide not to use for the benefit of B information

within paragraph (c).

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137P(1)-(2)(d): United Kingdom 

Law In Force

[ 137Q Price stabilising rules

(1) The FCA may make rules (“price stabilising rules”) as to—

(a) the circumstances and manner in which,

(b) the conditions subject to which, and

(c) the time when or the period during which,

action may be taken for the purpose of stabilising the price of investments of specified kinds.

(2) Price stabilising rules—

(a) are to be made so as to apply only to authorised persons;

(b) may make different provision in relation to different kinds of investment.

(3) The FCA may make rules which, for the purposes of the relevant exemption provisions, treat

a person who acts or engages in conduct—

(a) for the purpose of stabilising the price of investments, and

Financial Services and Markets Act 2000 Page 287
(b) in conformity with such provisions corresponding to price stabilising rules and made

by a body or authority outside the United Kingdom as may be specified in rules made by

the FCA,

as acting, or engaging in that conduct, for that purpose and in conformity with price stabilising

rules.

(4) “The relevant exemption provisions”are the following provisions of the Financial Services Act

2012—

(a) section 90(9)(b);

(b) section 91(4)(a).

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137Q(1)-(4)(b): United Kingdom 

Law In Force

[ 137R Financial promotion rules

(1) The FCA may make rules applying to authorised persons about the communication by them,

or their approval of the communication by others, of invitations or inducements—

(a) to engage in investment activity, or

(b) to participate in a collective investment scheme.

(2) Rules under this section may, in particular, make provision about the form and content of

communications.

(3) Subsection (1) applies only to communications which—

(a) if made by a person other than an authorised person, without the approval of an authorised

person, would contravene section 21(1), and

(b) may be made by an authorised person without contravening section 238(1).

(4) But subsection (3) does not prevent the FCA from making rules under subsection (1) in relation

to a communication that would not contravene section 21(1) if made by a person other than an

authorised person, without the approval of an authorised person, if the conditions set out in subsection

(5) are satisfied.

(5) Those conditions are—

(a) that the communication would not contravene subsection (1) of section 21 because it

is a communication to which that subsection does not apply as a result of an order under

subsection (5) of that section,

Financial Services and Markets Act 2000 Page 288
(b) that the FCA considers that any of the requirements of—

(i) paragraphs 1 to 8 of Article 19 of the markets in financial instruments directive,

(ii) any implementing measure made under paragraph 10 of that Article, or

(iii) Article 77 of the UCITS directive,

apply to the communication, and

(c) that the FCA considers that the rules are necessary to secure that the communication

satisfies such of the requirements mentioned in paragraph (b) as the FCA considers apply

to the communication.

(6) “Engage in investment activity”has the same meaning as in section 21.

(7) The Treasury may by order impose limitations on the power to make rules under this section.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137R(1)-(7): United Kingdom 

Law In Force

[ 137S Financial promotion rules: directions given by FCA

(1) The FCA may give a direction under this section if—

(a) an authorised person has made, or proposes to make, a communication or has approved,

or proposes to approve, another person's communication, and

(b) the FCA considers that there has been, or is likely to be, a contravention of financial

promotion rules in respect of the communication or approval.

(2) A direction under this section may require the authorised person—

(a) to withdraw the communication or approval;

(b) to refrain from making the communication or giving the approval (whether or not it

has previously been made or given);

(c) to publish details of the direction;

(d) to do anything else specified in the direction in relation to the communication or

approval.

(3) A requirement in a direction under this section to refrain from making or approving a

communication includes a requirement to refrain from making or approving another communication

where—

(a) the other communication is in all material respects the same as, or substantially the

same as, the communication to which the direction relates, and

Financial Services and Markets Act 2000 Page 289
(b) in all the circumstances a reasonable person would think that another direction would

be given under this section in relation to the other communication.

(4) The requirements contained in a direction under this section have effect as follows—

(a) a requirement to publish details of the direction has effect at such time (if any) as the

FCA gives a notice under subsection (8)(a);

(b) any other requirement takes effect immediately.

(5) If the FCA gives a direction under this section to an authorised person—

(a) it must give written notice to the authorised person, and

(b) if the direction relates to the approval by the authorised person of another person's

communication, it must also give written notice to that other person.

(6) The notice must—

(a) give details of the direction,

(b) inform the person to whom the notice is given that the direction takes effect immediately,

(c) state the FCA's reasons for giving the direction, and

(d) inform the person to whom the notice is given that the person may make representations

to the FCA within such period as may be specified in the notice (which may be extended

by the FCA).

(7) The FCA may amend the direction if, having considered any representations made by a person

to whom notice is given under subsection (5), it considers it appropriate to do so.

(8) If, having considered any such representations, the FCA decides not to revoke the direction—

(a) the FCA must give separate written notice to the persons mentioned in subsection (5)(a)

or (b), and

(b) any such person may refer the matter to the Tribunal.

(9) A notice under subsection (8)(a) must—

(a) give details of the direction and of any amendment of it,

(b) state the FCA's reasons for deciding not to revoke the direction and, if relevant, for

amending it,

(c) inform the person to whom the notice is given of the person's right to refer the matter

to the Tribunal, and

(d) give an indication of the procedure on such a reference.

(10) If, having considered any representations made by a person to whom notice is given under

subsection (5), the FCA decides to revoke the direction, it must give separate written notice to those

persons.

(11) After the period for making representations in relation to a direction given under this section

has ended, the FCA may publish such information about the direction as it considers appropriate

(even if the direction is revoked).

(12) Nothing in this section requires a notice to be given to a person mentioned in subsection (5)(b)

if the FCA considers it impracticable to do so.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

Financial Services and Markets Act 2000 Page 290
guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137S(1)-(12): United Kingdom 

[ Supplementary powers]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Law In Force

[ 137T General supplementary powers

Rules made by either regulator—

(a) may make different provision for different cases and may, in particular, make different

provision in respect of different descriptions of authorised persons, activity or investment,

(b) may make provision by reference to rules made by the other regulator, as those rules

have effect from time to time, and

(c) may contain such incidental, supplemental, consequential and transitional provision as

the regulator making the rule considers appropriate.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 1 s. 137T(a)-(c): United Kingdom 

Financial Services and Markets Act 2000 Page 291
[ CHAPTER 2

RULES: MODIFICATION, WAIVER, CONTRAVENTION AND PROCEDURAL

PROVISIONS ]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

[ Modification or waiver of rules]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Law In Force

[ 138A Modification or waiver of rules

(1) Either regulator may, on the application or with the consent of a person who is subject to rules

made by that regulator, direct that all or any of those rules—

(a) are not to apply to that person, or

(b) are to apply to that person with such modifications as may be specified in the direction.

(2) Subsection (1) does not apply to—

(a) rules made by either regulator under section 137O (threshold condition code);

(b) rules made by the FCA under section 247 (trust scheme rules) [ , section 248 (scheme

particulars rules), section 261I (contractual scheme rules) or section 261J (contractual

scheme particulars rules) ]

2

 .

(3) An application must be made in such manner as the regulator may direct.

(4) A regulator may not give a direction unless it is satisfied that—

(a) compliance by the person with the rules, or with the rules as unmodified, would be

unduly burdensome or would not achieve the purpose for which the rules were made, and

(b) the direction would not adversely affect the advancement of any of the regulator's

objectives.

(5) In subsection (4)(b) “objectives”, in relation to the FCA, means operational objectives.

Financial Services and Markets Act 2000 Page 292
(6) A direction may be given subject to conditions.

(7) The regulator may—

(a) revoke a direction, or

(b) vary it on the application, or with the consent, of the person to whom it relates.

(8) “Direction” means a direction under this section.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

2 Words substituted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(4) (June 6, 2013: substitution has effect subject to transitional provision specified in SI 2013/1388

reg.24)

Extent

Pt IXA c. 2 s. 138A(1)-(8): United Kingdom 

Law In Force

[ 138B Publication of directions under section 138A

(1) Subject to subsection (2), a direction must be published by the regulator concerned in the way

appearing to the regulator to be best calculated for bringing it to the attention of—

(a) persons likely to be affected by it, and

(b) persons who are, in the opinion of the regulator, likely to make an application for a

similar direction.

(2) Subsection (1) does not apply if the regulator is satisfied that it is inappropriate or unnecessary

to publish the direction.

(3) In deciding whether it is satisfied as mentioned in subsection (2), the regulator must—

(a) consider whether the publication of the direction would be detrimental to the stability

of the UK financial system,

(b) take into account whether the direction relates to a rule contravention of which is

actionable in accordance with section 138D,

(c) consider whether publication of the direction would prejudice, to an unreasonable

degree, the commercial interests of the person concerned or any other member of the person's

immediate group, and

(d) consider whether its publication would be contrary to an international obligation of the

United Kingdom.

(4) The FCA must consult the PRA before publishing or deciding not to publish a direction which

relates to—

(a) a PRA-authorised person, or

Financial Services and Markets Act 2000 Page 293
(b) an authorised person who has as a member of its immediate group a PRA-authorised

person.

(5) For the purposes of paragraphs (c) and (d) of subsection (3), the regulator must consider whether

it would be possible to publish the direction without either of the consequences mentioned in those

paragraphs by publishing it without disclosing the identity of the person concerned.

(6) “Direction” means a direction under section 138A.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138B(1)-(6): United Kingdom 

[Contravention of rules]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Law In Force

[ 138C Evidential provisions

(1) If a particular rule made by either regulator so provides, contravention of the rule does not give

rise to any of the consequences provided for by other provisions of this Act.

(2) A rule made by a regulator which so provides must also provide—

(a) that contravention may be relied on as tending to establish contravention of such other

rule made by that regulator as may be specified, or

(b) that compliance may be relied on as tending to establish compliance with such other

rule made by that regulator as may be specified.

(3) A rule may include the provision mentioned in subsection (1) only if the regulator making the

rule considers that it is appropriate for it also to include the provision required by subsection (2).

Financial Services and Markets Act 2000 Page 294
(4) In this section “rule”does not include a rule made under—

(a) section 137O (threshold condition code);

(b) section 192J (provision of information by parent undertakings).

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138C(1)-(4)(b): United Kingdom 

Law In Force

[ 138D Actions for damages

(1) A rule made by the PRA may provide that contravention of the rule is actionable at the suit of

a private 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.

(2) A contravention by an authorised person of a rule made by the FCA is actionable at the suit of

a private 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.

(3) If rules made by the FCA so provide, subsection (2) does not apply to a contravention of a

specified provision of the rules.

(4) In prescribed cases, a contravention of a rule which by virtue of subsection (1) or (2) would be

actionable at the suit of a private person is actionable at the suit of a person who is not a private

person, subject to the defences and other incidents applying to actions for breach of statutory duty.

(5) In subsections (1), (2) and (3) “rule” does not include—

(a) Part 6 rules;

(b) rules under section 137O (threshold condition code);

(c) rules under section 192J (provision of information by parent undertakings);

(d) a rule requiring an authorised person to have or maintain financial resources.

(6) “Private person”has such meaning as may be prescribed.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

Financial Services and Markets Act 2000 Page 295
accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138D(1)-(6): United Kingdom 

Law In Force

[ 138E Limits on effect of contravening rules

(1) A person is not guilty of an offence by reason of a contravention of a rule made by either

regulator.

(2) No such contravention makes any transaction void or unenforceable.

(3) Subsection (2) does not apply in relation to—

(a) rules made by the FCA under section 137C, or

(b) product intervention rules made by the FCA under section 137D.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138E(1)-(3)(b): United Kingdom 

[ Procedural provisions]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Financial Services and Markets Act 2000 Page 296
Law In Force

[ 138F Notification of rules

If either regulator makes, alters or revokes any rules, that regulator must without delay give written

notice—

(a) to the Treasury, and

(b) to the Bank of England.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138F(a)-(b): United Kingdom 

Law In Force

[ 138G Rule-making instruments

(1) Any power conferred on either regulator to make rules is exercisable in writing.

(2) An instrument by which rules are made by either regulator (“a rulemaking instrument”) must

specify the provision under which the rules are made.

(3) To the extent that a rule-making instrument does not comply with subsection (2), it is void.

(4) A rule-making instrument must be published by the regulator making the rule in the way

appearing to that regulator to be best calculated to bring it to the attention of the public.

(5) The regulator making the rule may charge a reasonable fee for providing a person with a copy

of a rule-making instrument.

(6) A person is not to be taken to have contravened any rule made by a regulator if the person shows

that at the time of the alleged contravention the rule-making instrument concerned had not been

made available in accordance with this section.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Financial Services and Markets Act 2000 Page 297
Extent

Pt IXA c. 2 s. 138G(1)-(6): United Kingdom 

Law In Force

[ 138H Verification of rules

(1) The production of a printed copy of a rule-making instrument purporting to be made by a

regulator—

(a) on which is endorsed a certificate signed by a member of staff of that regulator who is

authorised by the regulator for that purpose, and

(b) which contains the required statements,

is evidence (or in Scotland sufficient evidence) of the facts stated in the certificate.

(2) The required statements are—

(a) that the instrument was made by the FCA or the PRA (as the case may be),

(b) that the copy is a true copy of the instrument, and

(c) that on a specified date the instrument was made available to the public in accordance

with section 138G(4).

(3) A certificate purporting to be signed as mentioned in subsection (1) is to be taken to have been

properly signed unless the contrary is shown.

(4) A person who wishes in any legal proceedings to rely on a rule-making instrument may require

the regulator that made the rule to endorse a copy of the instrument with a certificate of the kind

mentioned in subsection (1).

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138H(1)-(4): United Kingdom 

Law In Force

[ 138I Consultation by the FCA

(1) Before making any rules, the FCA must—

(a) consult the PRA, and

(b) after doing so, publish a draft of the proposed rules in the way appearing to the FCA

to be best calculated to bring them to the attention of the public.

(2) The draft must be accompanied by—

Financial Services and Markets Act 2000 Page 298
(a) a cost benefit analysis,

(b) an explanation of the purpose of the proposed rules,

(c) any statement prepared under section 138K(2),

(d) an explanation of the FCA's reasons for believing that making the proposed rules is

compatible with its duties under section 1B(1) and (5)(a), and

(e) notice that representations about the proposals may be made to the FCA within a specified

time.

(3) Before making the proposed rules, the FCA must have regard to any representations made to

it in accordance with subsection (2)(e).

(4) If the FCA makes the proposed rules, it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subsection (2)(e), and

(b) its response to them.

(5) If the rules differ from the draft published under subsection (1)(b) in a way which is, in the

opinion of the FCA, significant the FCA must publish—

(a) details of the difference (in addition to complying with subsection (4)) together with a

cost benefit analysis, and

(b) any statement prepared under section 138K(4).

(6) The requirements to carry out a cost benefit analysis under this section do not apply in relation

to rules made under—

(a) section 136(2);

(b) subsection (1) of section 213 as a result of subsection (4) of that section;

(c) section 234;

(d) paragraph 23 of Schedule 1ZA;

(e) paragraph 12 of Schedule 1A.

(7) “Cost benefit analysis” means—

(a) an analysis of the costs together with an analysis of the benefits that will arise—

(i) if the proposed rules are made, or

(ii) if subsection (5) applies, from the rules that have been made, and

(b) subject to subsection (8), an estimate of those costs and of those benefits.

(8) If, in the opinion of the FCA—

(a) the costs or benefits referred to in subsection (7) cannot reasonably be estimated, or

(b) it is not reasonably practicable to produce an estimate,

the cost benefit analysis need not estimate them, but must include a statement of the FCA's opinion

and an explanation of it.

(9) The FCA may charge a reasonable fee for providing a person with a copy of a draft published

under subsection (1)(b).

(10) Subsection (1)(a) does not apply to rules made by the FCA in relation to recognised investment

exchanges under Part 18.

(11) This section is subject to section 138L.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

Financial Services and Markets Act 2000 Page 299
giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138I(1)-(11): United Kingdom 

Law In Force

[ 138J Consultation by the PRA

(1) Before making any rules, the PRA must—

(a) consult the FCA, and

(b) after doing so, publish a draft of the proposed rules in the way appearing to the PRA

to be best calculated to bring them to the attention of the public.

(2) The draft must be accompanied by—

(a) a cost benefit analysis,

(b) an explanation of the purpose of the proposed rules,

(c) any statement prepared under section 138K(2),

(d) an explanation of the PRA's reasons for believing that making the proposed rules is

compatible with its duties under—

(i) section 2B(1) or, as the case requires, section 2C(1) or 2D(3), and

(ii) section 2H, and

(e) notice that representations about the proposals may be made to the PRA within a specified

time.

(3) Before making the proposed rules, the PRA must have regard to any representations made to

it in accordance with subsection (2)(e).

(4) If the PRA makes the proposed rules, it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subsection (2)(e), and

(b) its response to them.

(5) If the rules differ from the draft published under subsection (1)(b) in a way which is, in the

opinion of the PRA, significant the PRA must publish—

(a) details of the difference (in addition to complying with subsection (4)) together with a

cost benefit analysis, and

(b) any statement prepared under section 138K(4).

(6) The requirements to carry out a cost benefit analysis under this section do not apply in relation

to rules made under—

(a) section 136(2);

(b) subsection (1) of section 213 as a result of subsection (4) of that section;

(c) section 234;

(d) paragraph 31 of Schedule 1ZB;

(e) paragraph 12 of Schedule 1A.

(7) “Cost benefit analysis” means—

Financial Services and Markets Act 2000 Page 300
(a) an analysis of the costs together with an analysis of the benefits that will arise—

(i) if the proposed rules are made, or

(ii) if subsection (5) applies, from the rules that have been made, and

(b) subject to subsection (8), an estimate of those costs and of those benefits.

(8) If, in the opinion of the PRA—

(a) the costs or benefits referred to in subsection (7) cannot reasonably be estimated, or

(b) it is not reasonably practicable to produce an estimate,

the cost benefit analysis need not estimate them, but must include a statement of the PRA's opinion

and an explanation of it.

(9) The PRA may charge a reasonable fee for providing a person with a copy of a draft published

under subsection (1)(b).

(10) This section is subject to section 138L.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138J(1)-(10): United Kingdom 

Law In Force

[ 138K Consultation: mutual societies

(1) Subsection (2) applies where a regulator proposes to make a rule (“the proposed rule”) which

would apply both to—

(a) authorised persons which are mutual societies, and

(b) other authorised persons.

(2) The regulator must prepare a statement setting out—

(a) its opinion whether or not the impact of the proposed rule on persons within subsection

(1)(a) will be significantly different from its impact on persons within subsection (1)(b),

and

(b) if so, details of the difference.

(3) Subsection (4) applies where a regulator makes a rule which—

(a) applies both to—

(i) authorised persons which are mutual societies, and

(ii) other authorised persons, and

(b) differs from the draft of the proposed rule published under section 138I(1)(b) or section

138J(1)(b) (as the case may be).

Financial Services and Markets Act 2000 Page 301
(4) The regulator must prepare a statement setting out—

(a) its opinion whether or not the impact of the rule is significantly different from the impact

of the proposed rule on—

(i) the persons within subsection (3)(a)(i), and

(ii) those persons as compared with persons within subsection (3)(a)(ii), and

(b) if so, details of the difference.

(5) A “mutual society” is—

(a) a building society within the meaning of the Building Societies Act 1986;

(b) a friendly society within the meaning of the Friendly Societies Act 1992;

(c) a registered society within the meaning of the Industrial and Provident Societies Act

1965;

(d) an EEA mutual society.

(6) An “EEA mutual society” is—

(a) a body which is a European Cooperative Society for the purposes of Council Regulation

(EC) No 1435/2003 (statute for a European Cooperative Society);

(b) a body which is established as a cooperative under the law of an EEA state as mentioned

in that Regulation;

(c) a body which is a cooperative or mutual undertaking of such description as the Treasury

specify by order and which is established or operates in accordance with the laws of an

EEA state.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138K(1)-(6)(c): United Kingdom 

Law In Force

[ 138L Consultation: general exemptions

(1) Sections 138I(1)(b) and (2) to (5) and 138K do not apply in relation to rules made by the FCA

if the FCA considers that the delay involved in complying with them would be prejudicial to the

interests of consumers, as defined in section 425A.

(2) Sections 138J(1)(b) and (2) to (5) and 138K do not apply in relation to rules made by the PRA

if the PRA considers that the delay involved in complying with them would—

(a) be prejudicial to the safety and soundness of PRA-authorised persons, or

(b) in a case where section 2C applies, be prejudicial to securing the appropriate degree of

protection for policyholders.

Financial Services and Markets Act 2000 Page 302
(3) The provisions listed in subsection (4) do not apply if the regulator concerned considers that,

making the appropriate comparison—

(a) there will be no increase in costs, or

(b) there will be an increase in costs but that increase will be of minimal significance.

(4) Those provisions are—

(a) subsections (2)(a) and (5)(a) of section 138I;

(b) subsections (2)(a) and (5)(a) of section 138J.

(5) The “appropriate comparison” means—

(a) in relation to section 138I(2)(a) or 138J(2)(a), a comparison between the overall position

if the rules are made and the overall position if the rules are not made;

(b) in relation to section 138I(5)(a) or 138J(5)(a), a comparison between the overall position

after the making of the rules and the overall position before they were made.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138L(1)-(5)(b): United Kingdom 

Law In Force

[ 138M Consultation: exemptions for temporary product intervention rules

(1) Sections 138I(1)(b) and (2) to (5) and 138K do not apply in relation to product intervention

rules made by the FCA if it considers that it is necessary or expedient not to comply with them for

the purpose of advancing—

(a) the consumer protection objective or the competition objective, or

(b) if an order under section 137D(1)(b) is in force, the integrity objective.

(2) Any rules made as a result of subsection (1) (“temporary product intervention rules”) are to

cease to have effect at the end of the period specified in the rules.

(3) The longest period that may be specified is the period of 12 months beginning with the day on

which the rules come into force.

(4) Nothing in subsection (2) prevents the FCA from revoking temporary product intervention rules

before the end of the period mentioned there.

(5) If the FCA has made temporary product intervention rules (“the initial rules”), it may not make

further temporary product intervention rules containing the same, or substantially the same, provision

as that contained in the initial rules until the prohibited period has ended.

Financial Services and Markets Act 2000 Page 303
(6) “The prohibited period” means the period of 12 months beginning with the day on which the

period mentioned in subsection (2) ends (whether or not the initial rules have been revoked before

the end of the period mentioned there).

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138M(1)-(6): United Kingdom 

Law In Force

[ 138N Temporary product intervention rules: statement of policy

(1) The FCA must prepare and issue a statement of its policy with respect to the making of temporary

product intervention rules.

(2) The FCA may at any time alter or replace a statement issued under this section.

(3) If a statement issued under this section is altered or replaced, the FCA must issue the altered

or replacement statement.

(4) The FCA must, without delay, give the Treasury a copy of any statement which it publishes

under this section.

(5) A statement issued under this section must be published by the FCA in the way appearing to

the FCA to be best calculated to bring it to the attention of the public.

(6) The FCA may charge a reasonable fee for providing a person with a copy of the statement.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138N(1)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 304
Law In Force

[ 138O Statement of policy under section 138N: procedure

(1) Before issuing a statement under section 138N, the FCA must publish a draft of the proposed

statement in the way appearing to the FCA to be best calculated to bring it to the attention of the

public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the FCA within a specified time.

(3) Before issuing the proposed statement, the FCA must have regard to any representations made

to it in accordance with subsection (2).

(4) If the FCA issues the proposed statement it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subsection (2), and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the

opinion of the FCA, significant, the FCA must (in addition to complying with subsection (4))

publish details of the difference.

(6) The FCA may charge a reasonable fee for providing a person with a copy of a draft published

under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 2 s. 138O(1)-(7): United Kingdom 

[ CHAPTER 3

GUIDANCE ]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

Financial Services and Markets Act 2000 Page 305
in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Law In Force

[ 139A Power of the FCA to give guidance

(1) The FCA may give guidance consisting of such information and advice as it considers

appropriate—

(a) with respect to the operation of specified parts of this Act and of any rules made by the

FCA;

(b) with respect to any other matter relating to functions of the FCA;

(c) with respect to any other matters about which it appears to the FCA to be desirable to

give information or advice.

(2) The FCA may give financial or other assistance to persons giving information or advice of a

kind which the FCA could give under this section.

(3) Subsection (5) applies where the FCA proposes to give guidance to FCA-regulated persons

generally, or to a class of FCA-regulated persons, in relation to rules to which those persons are

subject.

(4) Subsection (5) also applies in relation to guidance which the FCA proposes to give to persons

generally, or to a class of person, in relation to its functions under the short selling regulation.

(5) Where this subsection applies, subsections (1), (2)(e) and (3) of section 138I (consultation)

apply to the proposed guidance as they apply to proposed rules, unless the FCA considers that the

delay in complying with those provisions would be prejudicial to the interests of consumers.

(6) The FCA may—

(a) publish its guidance,

(b) offer copies of its published guidance for sale at a reasonable price, and

(c) if it gives guidance in response to a request made by any person, make a reasonable

charge for that guidance.

(7) In this Chapter, references to guidance given by the FCA include references to any

recommendations made by the FCA to FCAregulated persons generally, or to any class of

FCA-regulated person.

(8) “Consumers”has the meaning given in section 1G.

(9) “FCA-regulated person” means—

(a) an authorised person, or

(b) any person who is otherwise subject to rules made by the FCA.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

Financial Services and Markets Act 2000 Page 306
in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 3 s. 139A(1)-(9)(b): United Kingdom 

Law In Force

[ 139B Notification of FCA guidance to the Treasury

(1) On giving any general guidance, the FCA must give written notice to the Treasury without

delay.

(2) If the FCA alters any of its guidance, it must give written notice to the Treasury without delay.

(3) The notice under subsection (2) must include details of the alteration.

(4) If the FCA revokes any of its general guidance, it must give written notice to the Treasury

without delay.

(5) “General guidance” means guidance given by the FCA under section 139A which is—

(a) given to persons generally, to FCA-regulated persons generally or to a class of

FCA-regulated person,

(b) intended to have continuing effect, and

(c) given in writing or other legible form.

(6) “FCA-regulated person”has the same meaning as in section 139A.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 3 s. 139B(1)-(6): United Kingdom 

[ CHAPTER 4

COMPETITION SCRUTINY ]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

Financial Services and Markets Act 2000 Page 307
accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Law In Force

[ 140A Interpretation

(1) In this Chapter—

“market in the United Kingdom”includes—

(a) so far as it operates in the United Kingdom or a part of the United Kingdom,

any market which operates there and in another country or territory or in a part of

another country or territory, and

(b) any market which operates only in a part of the United Kingdom;

“the OFT” means the Office of Fair Trading;

“practices”, in relation to each regulator, means practices adopted by that regulator in the

exercise of functions under this Act;

“regulating provisions” means—

(a) in relation to the FCA, any—

(i) rules of the FCA;

(ii) general guidance (as defined by section 139B(5));

(iii) statement issued by the FCA under section 64;

(iv) code issued by the FCA under section 64 or 119;

(b) in relation to the PRA, any—

(i) rules of the PRA;

(ii) statement issued by the PRA under section 64;

(iii) code issued by the PRA under section 64.

(2) In this Chapter each of the Competition Commission and the OFT is “a competition authority”.

(3) For the purposes of this Chapter, any reference to a feature of a market in the United Kingdom

for goods or services is to be read as a reference to—

(a) the structure of the market concerned or any aspect of that structure,

(b) any conduct (whether or not in the market concerned) of one or more than one person

who supplies or acquires goods or services in the market concerned, or

(c) any conduct relating to the market concerned of customers of any person who supplies

or acquires goods or services.

(4) In subsection (3) “conduct”includes any failure to act (whether or not intentional) and any other

unintentional conduct.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Financial Services and Markets Act 2000 Page 308
Extent

Pt IXA c. 4 s. 140A(1)-(4): United Kingdom 

Law In Force

[ 140B Advice about effect of regulating provision or practice

(1) In this Chapter, any reference to the giving of “section 140B advice” to a regulator is to be read

in accordance with this section.

(2) The OFT gives “section 140B advice” to a regulator if—

(a) it gives advice to the regulator under section 7 of the Enterprise Act 2002 (provision

of competition advice to Ministers etc.), and

(b) the advice states that in the opinion of the OFT one or more of the things mentioned in

subsection (4) may cause, or contribute to, the effect mentioned in subsection (5), or might

be expected to do so in the future.

(3) The Competition Commission gives “section 140B advice” to a regulator if a report published

by it under section 136 of the Enterprise Act 2002 (investigations and reports on market investigation

reference) contains—

(a) a decision that one or more of the things mentioned in subsection (4) may cause, or

contribute to, the effect mentioned in subsection (5), and

(b) a recommendation that any action should be taken by that regulator.

(4) Those things are—

(a) a regulating provision or practice of the regulator,

(b) two or more regulating provisions or practices (of that regulator or of both regulators)

taken together,

(c) a particular combination of regulating provision or practices (of that regulator or of

both regulators), or

(d) a feature, or combination of features, of a market in the United Kingdom that could be

dealt with by regulating provision or practices (of that regulator or of both regulators).

(5) That effect is the prevention, restriction or distortion of competition in connection with the

supply or acquisition of any goods or services in the United Kingdom or a part of the United

Kingdom.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 4 s. 140B(1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 309
Law In Force

[ 140C Consultation with regulator

Before giving section 140B advice, a competition authority must consult the regulator to which the

advice is to be given. ]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 4 s. 140C: United Kingdom 

Law In Force

[ 140D Investigation powers of OFT

Where the OFT is deciding whether to exercise its power under section 7 of the Enterprise Act

2002 to give advice which, if given, would be section 140B advice, section 174 of that Act has

effect as if—

(a) in subsection (1), for the words from “make a reference” to the end there were substituted

“give advice which would for the purposes of Chapter 4 of Part 9A of the Financial Services

and Markets Act 2000 be section 140B advice”, and

(b) in subsection (2), for “make such a reference” there were substituted “give such advice”.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 4 s. 140D(a)-(b): United Kingdom 

Law In Force

[ 140E Publication by OFT of section 140B advice

The OFT must publish in such manner as it thinks fit any section 140B advice given by it to either

regulator. ]

1

Financial Services and Markets Act 2000 Page 310
Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 4 s. 140E: United Kingdom 

Law In Force

[ 140F Duty of Competition Commission to send report to regulator

(1) Where the publication of a report of the Competition Commission under section 142 of the

Enterprise Act 2002 constitutes the giving of section 140B advice to either regulator, the Commission

must give a copy of the report to that regulator.

(2) The day on which the copy is given is the day on which the regulator is to be taken to receive

the section 140B advice.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 4 s. 140F(1)-(2): United Kingdom 

Law In Force

[ 140G Duty of regulator to publish response

(1) A regulator must, within 90 days after the day on which it receives section 140B advice, publish

a response stating how it proposes to deal with the advice and in particular—

(a) whether it has decided to take any action, or to take no action, in response to the advice,

(b) if it has decided to take action, what action it proposes to take, and

(c) its reasons for its proposals.

(2) Publication is to be in such manner as the regulator thinks fit.

]

1

Financial Services and Markets Act 2000 Page 311
Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 4 s. 140G(1)-(2): United Kingdom 

Law In Force

[ 140H Role of the Treasury

(1) This section applies where—

(a) a competition authority has given section 140B advice and the regulator has published

a response under section 140G, and

(b) the competition authority remains of the opinion that one or more of the things mentioned

in section 140B(4) may cause or contribute to, the effect mentioned in section 140B(5).

(2) The competition authority may refer the section 140B advice to the Treasury by sending the

Treasury—

(a) a copy of the section 140B advice and of the response, and

(b) a request to consider the advice and the response.

(3) In referring the section 140B advice, the competition authority may give advice to the Treasury

as to what action, if any, ought to be taken by the regulator.

(4) If section 140B advice is referred to them, the Treasury may give a direction to the regulator

to which the advice was given requiring the regulator to take such action as may be specified in

the direction.

(5) In considering whether to give a direction and, if so, what action to specify, the Treasury must

have regard to—

(a) any advice the competition authority has given under subsection (3),

(b) any action which the section 140B advice suggests that the regulator should take, and

(c) the response of the regulator to the section 140B advice.

(6) The direction may not require the regulator to do anything that it has no power to do, but the

existence of the direction is relevant to the exercise of any discretion conferred on the regulator.

(7) Before giving a direction under this section, the Treasury must consult the regulator to which

it is to be given.

(8) If the Treasury give a direction under this section they must—

(a) publish in such manner as they think fit a statement giving details of the direction and

of their reasons for giving it, and

(b) lay a copy of the statement before Parliament.

Financial Services and Markets Act 2000 Page 312
]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 4 s. 140H(1)-(8)(b): United Kingdom 

[ CHAPTER 5

POWER TO MAKE CONSEQUENTIAL AMENDMENTS ]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Law In Force

[ 141A Power to make consequential amendments of references to rules etc.

(1) This section applies if—

(a) a provision of primary or subordinate legislation (whenever passed or made) contains

a reference (however expressed) to rules of either regulator or to guidance of the FCA,

(b) it appears to the Treasury or the Secretary of State that the reference requires amendment

in consequence of the exercise by that regulator of its power under this Part to make, alter

or revoke its rules or the exercise by the FCA of its power to make, alter or revoke its

guidance.

(2) The Treasury or the Secretary of State may by order make such amendment of the legislation

referred to in subsection (1)(a) as appears to them to be necessary or expedient in consequence of

the exercise by the regulator of the power mentioned in subsection (1)(b).

(3) The power conferred by subsection (2) includes power—

(a) to replace a reference to the rules of one regulator with a reference to the rules of the

other regulator or to the rules of both regulators;

(b) to replace a reference to the rules of both regulators with a reference to the rules of one

regulator.

Financial Services and Markets Act 2000 Page 313
(4) In subsection (1)(a) “subordinate legislation”does not include rules of either regulator.

]

1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (January 24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 for the purpose of

giving directions under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of

guidance under 2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under

2000 c.8 s.395 in relation to the procedure to be followed in relation to the giving of supervisory notices in

accordance with 2000 c.8 s.137S(5) or (8)(a) and the making of rules subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Extent

Pt IXA c. 5 s. 141A(1)-(4): United Kingdom 

PART X

RULES AND GUIDANCE

CHAPTER I

RULE-MAKING POWERS

R Repealed

138.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

139.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

139A [...]1

Financial Services and Markets Act 2000 Page 314
Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

139B [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

139C [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

139D [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

139E [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

139F [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 315
R Repealed

140.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

141.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

142.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

143.— [...]1

Notes

1 Repealed by Companies Act 2006 c. 46 Pt 28 c.1 s.964(2) (April 6, 2007 subject to transitional adaptations specified

in SI 2007/1093 art.3 and Sch.1)

Specific rules

R Repealed

144.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

145.— [...]1

Financial Services and Markets Act 2000 Page 316
Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

146. [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

147.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

Modification or waiver

R Repealed

148.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

Contravention of rules

R Repealed

149.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

150.— [...]1

Financial Services and Markets Act 2000 Page 317
Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

151.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

Procedural provisions

R Repealed

152.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

153.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

154.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

155.— [...]1

Financial Services and Markets Act 2000 Page 318
Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

156.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

CHAPTER II

GUIDANCE

R Repealed

157.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

158.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

158A.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 319
CHAPTER III

COMPETITION SCRUTINY

R Repealed

159.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

160.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

161.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

162.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

163.— [...]1

Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

R Repealed

164.— [...]1

Financial Services and Markets Act 2000 Page 320
Notes

1 Existing ss 138-164 substituted for a new Part 9A consisting of ss 137A-141A by Financial Services Act 2012 c.

21 Pt 2 s.24(1) (April 1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7)

PART XI

INFORMATION GATHERING AND INVESTIGATIONS

Powers to gather information

Law In Force

165.— [ Regulators' ]

1

 power to require information [ : authorised persons etc ]

2

 .

(1) [ Either regulator ]

3

 may, by notice in writing given to an authorised person, require him–

(a) to provide specified information or information of a specified description; or

(b) to produce specified documents or documents of a specified description.

(2) The information or documents must be provided or produced–

(a) before the end of such reasonable period as may be specified; and

(b) at such place as may be specified.

(3) An officer who has written authorisation from the [ regulator ]

4

 to do so may require an

authorised person without delay–

(a) to provide the officer with specified information or information of a specified description;

or

(b) to produce to him specified documents or documents of a specified description.

(4) This section applies only to information and documents reasonably required in connection with

the exercise by [ either regulator ]

5

 of functions conferred on it by or under this Act.

(5) [ The regulator in question ]

6

 may require any information provided under this section to be

provided in such form as it may reasonably require.

(6) [ The regulator in question ]

6

 may require–

(a) any information provided, whether in a document or otherwise, to be verified in such

manner, or

(b) any document produced to be authenticated in such manner,

as it may reasonably require.

(7) The powers conferred by subsections (1) and (3) may also be [ exercised— ]

7

[ (a) by either regulator, to impose requirements on a person who is connected with an

authorised person;

(b) by the FCA, to impose requirements on an operator, trustee or depositary of a scheme

recognised under [section 272 ]

8

 who is not an authorised person;

(c) by the FCA, to impose requirements on a recognised investment exchange;

(d) by the FCA, to impose requirements on a person who is connected with a recognised

investment exchange. ]

7

Financial Services and Markets Act 2000 Page 321
(8) “Authorised person”includes a person who was at any time an authorised person but who has

ceased to be an authorised person.

(9) “Officer” means an officer of [ the regulator exercising the power ]

9

 and includes a member

of [ that regulator's]

10 staff or an agent of [ that regulator ]11

.

(10) “Specified” means –

(a) in subsections (1) and (2), specified in the notice; and

(b) in subsection (3), specified in the authorisation.

(11) For the purposes of this section, a person is connected with [ another person ]

12 (“A”) if he

is or has at any relevant time been–

(a) a member of A's group;

(b) a controller of A;

(c) any other member of a partnership of which A is a member; or

(d) in relation to A, a person mentioned in Part I of Schedule 15 [ (reading references in

that Part to the authorised person as references to A) ]

13

.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.1(9) (April 1, 2013)

2 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.15 (June 8, 2010)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.1(2) (April 1, 2013)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.1(3) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.1(4) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.1(5) (April 1, 2013)

7

S.165(7)(a)-(d) and word substituted for s.165(7)(a)-(c) and words by Financial Services Act 2012 c. 21 Sch.12(1)

para.1(6) (April 1, 2013)

8 Words repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.9 (July 22, 2013:

repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.1(7)(a) (April 1, 2013)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.1(7)(b) (April 1, 2013)

11 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.1(7)(c) (April 1, 2013)

12 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.1(8)(a) (April 1, 2013)

13 Words inserted by Financial Services Act 2012 c. 21 Sch.12(1) para.1(8)(b) (April 1, 2013)

Commencement

Pt XI s. 165(1)-(11)(d): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 165(1)-(11)(d): United Kingdom 

Law In Force

[ 165A [ PRA's]

2

 power to require information: financial stability

(1) The [ PRA ]

3

 may, by notice in writing given to a person to whom this section applies, require

the person—

(a) to provide specified information or information of a specified description; or

(b) to produce specified documents or documents of a specified description.

Financial Services and Markets Act 2000 Page 322
(2) This section applies to—

(a) a person who has a legal or beneficial interest in any of the assets of a relevant investment

fund;

(b) a person who is responsible for the management of a relevant investment fund;

(c) a person (a “service provider”) who provides any service to an authorised person;

(d) a person prescribed by an order made by the Treasury or any person of a description

prescribed by such an order (and see also section 165C);

(e) a person who is connected with a person to whom this section applies as a result of any

of the above paragraphs.

(3) This section applies only to information and documents that the [ PRA ]

3

 considers are, or

might be, relevant to the stability of one or more aspects of the UK financial system.

(4) A notice may be given to a service provider, or to a person who is connected with a service

provider, only if the [ PRA ]

3

 considers that—

(a) the service or the way in which it (or any part of it) is provided, or

(b) any failure to provide the service (or any part of it),

poses, or would be likely to pose, a serious threat to the stability of the UK financial system.

(5) Information or documents required under this section must be provided or produced—

(a) before the end of such reasonable period as may be specified; and

(b) at such place as may be specified.

(6) The [ PRA ]

3

 may require any information provided under this section to be provided in such

form as it may reasonably require.

(7) The [ PRA ]

3

 may require—

(a) any information provided, whether in a document or otherwise, to be verified in such

manner as it may reasonably require; or

(b) any document produced to be authenticated in such manner as it may reasonably require.

(8) In this section—

“management”includes any of the activities listed in Annex II to the UCITS directive;

“relevant investment fund” means an investment fund whose assets consist of or include

financial instruments which—

(a) are traded in the United Kingdom; or

(b) were issued by a body incorporated in the United Kingdom;

“service”includes facility;

“specified” means specified in the notice.

(9) For the purposes of the definition of “relevant investment fund”—

(a) arrangements may constitute an investment fund even if there is only one person

participating in the arrangements; and

(b) the reference to financial instruments has the meaning given by Article 4.1(17) of the

markets in financial instruments directive.

(10) For the purposes of this section a person is connected with another person (“A”) if the person

is or has at any relevant time been—

(a) a member of A's group;

(b) a controller of A;

(c) any other member of a partnership of which A is a member; or

Financial Services and Markets Act 2000 Page 323
(d) in relation to A, a person mentioned in Part 1 of Schedule 15 (reading references in that

Part to the authorised person as references to A).

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.18(2) (June 8, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.2(b) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.2(a) (April 1, 2013)

Extent

Pt XI s. 165A(1)-(10)(d): United Kingdom 

Law In Force

[ 165B Safeguards etc in relation to exercise of power under section 165A

(1) If the [ PRA ]

2

 proposes to impose a requirement on a person under section 165A , it must

give the person a notice in writing warning the person that the [ PRA ]

2

 is proposing to impose

the requirement.

(2) The notice under subsection (1) must—

(a) give the [ PRA's]

3

 reasons for proposing to impose the requirement; and

(b) specify a reasonable period within which the person may make representations to the

[ PRA ]

2

 .

(3) The [ PRA ]

2

 must then decide, within a reasonable period, whether to impose the requirement.

(4) Subsections (1) to (3) do not apply in any case where the [ PRA ]

2

 is satisfied that it is necessary

for the information or documents to be provided or produced without delay.

(5) If the [ PRA ]

2

 imposes a requirement on a person under section 165A , the notice under that

section must give the [ PRA's]

3

 reasons for imposing the requirement.

(6) The [ PRA ]

2

 must prepare a statement of its policy with respect to the exercise of the power

conferred by section 165A.

(7) The statement requires the approval of the Treasury.

(8) If the Treasury approve the statement, the [ PRA ]

2

 must publish it.

(9) The power conferred by section 165A may not be exercised before the statement has been

published.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.18(2) (June 8, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.3(a) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.3(b) (April 1, 2013)

Extent

Pt XI s. 165B(1)-(9): United Kingdom 

Financial Services and Markets Act 2000 Page 324
Law In Force

[ 165C Orders under section 165A(2)(d)

[(1) The Treasury may make an order under section 165A(2)(d) only if either or both of the following

conditions is met in relation to the provision made by the order.

(1A) Condition A is that the Treasury consider that—

(a) the activities carried on by the prescribed person or persons of the prescribed description,

or the way in which those activities (or any part of them) are carried on, or

(b) any failure to carry on those activities (or any part of them),

pose, or would be likely to pose, a serious threat to the stability of the UK financial system.

(1B) Condition B is that the provision implements all or part of a recommendation made by the

Financial Policy Committee of the Bank of England under section 9P of the Bank of England Act

1998. ]

2

(2) Subject as follows, an order under section 165A(2)(d) may not be made unless a draft of the

order has been laid before, and approved by a resolution of, each House of Parliament.

(3) Subsection (2) does not apply in any case where the Treasury are satisfied that it is necessary

to make an order under section 165A(2)(d) without laying a draft for approval.

(4) In that case, the order—

(a) must be laid before Parliament after being made; and

(b) ceases to have effect at the end of the relevant period unless before the end of that period

it is approved by a resolution of each House of Parliament.

(5) If an order ceases to have effect as a result of subsection (4)(b) that does not affect—

(a) anything done under it; or

(b) the power to make a new one.

(6) “Relevant period” means a period of 28 days beginning with the day on which the order is

made.

(7) In calculating the relevant period no account is to be taken of any time during which Parliament

is dissolved or prorogued or during which both Houses are adjourned for more than four days.

(8) If a statutory instrument containing an order under section 165A(2)(d) would, apart from this

subsection, be treated as a hybrid instrument for the purposes of the Standing Orders of either House

of Parliament, it is to proceed in that House as if it were not a hybrid instrument.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.18(2) (June 8, 2010)

2

S.165(1)-(1B) substituted for s.165(1) by Financial Services Act 2012 c. 21 Sch.12(1) para.4 (April 1, 2013)

Extent

Pt XI s. 165C(1)-(8): United Kingdom 

Financial Services and Markets Act 2000 Page 325
Law In Force

[ 166 Reports by skilled persons

(1) This section applies where either regulator has required or could require a person to whom

subsection (2) applies (“the person concerned”) to provide information or produce documents with

respect to any matter (“the matter concerned”).

(2) This subsection applies to—

(a) an authorised person (“A”),

(b) any other member of A's group,

(c) a partnership of which A is a member, or

(d) a person who has at any relevant time been a person falling within paragraph (a), (b)

or (c),

who is, or was at the relevant time, carrying on a business.

(3) The regulator mentioned in subsection (1) may either—

(a) by notice in writing given to the person concerned, require the person concerned to

provide the regulator with a report on the matter concerned, or

(b) itself appoint a person to provide the regulator with a report on the matter concerned.

(4) When acting under subsection (3)(a), the regulator may require the report to be in such form as

may be specified in the notice.

(5) The regulator must give notice of an appointment under subsection (3)(b) to the person concerned.

(6) The person appointed to make a report—

(a) must be a person appearing to the regulator to have the skills necessary to make a report

on the matter concerned, and

(b) where the appointment is to be made by the person concerned, must be a person

nominated or approved by the regulator.

(7) It is the duty of—

(a) the person concerned, and

(b) any person who is providing (or who has at any time provided) services to the person

concerned in relation to the matter concerned,

to give the person appointed to prepare a report all such assistance as the appointed person may

reasonably require.

(8) The obligation imposed by subsection (7) is enforceable, on the application of the regulator in

question, by an injunction or, in Scotland, by an order for specific performance under section 45

of the Court of Session Act 1988.

(9) A regulator may make rules providing for expenses incurred by it in relation to an appointment

under subsection (3)(b) to be payable as a fee by the person concerned.

(10) The powers conferred by this section may also be exercised by the FCA in relation to a person

to whom subsection (11) applies, (and references to the person concerned are to be read accordingly).

(11) This subsection applies to—

(a) a recognised investment exchange (“A”),

(b) any other member of A's group,

(c) a partnership of which A is a member, or

(d) a person who has at any time been a person falling within paragraph (a), (b) or (c),

Financial Services and Markets Act 2000 Page 326
who is, or was at the relevant time, carrying on a business.

]

1

Notes

1

Substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.5 (January 24, 2013: substitution has effect on

January 24, 2013 for the purpose of the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject

to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions

as specified in 2012 c.21 Sch.20 para.7 otherwise)

Commencement

Pt XI s. 166(1)-(6): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 166(1)-(11)(d): United Kingdom 

Law In Force

[ 166A Appointment of skilled person to collect and update information

(1) This section applies if either regulator considers that an authorised person has contravened a

requirement in rules made by that regulator to collect, and keep up to date, information of a

description specified in the rules.

(2) The regulator may either—

(a) require the authorised person to appoint a skilled person to collect or update the

information, or

(b) itself appoint a skilled person to do so.

(3) References in this section to a skilled person are to a person—

(a) appearing to the regulator to have the skills necessary to collect or update the information

in question, and

(b) where the appointment is to be made by the authorised person, nominated or approved

by the regulator.

(4) The regulator must give notice of an appointment under subsection (2)(b) to the authorised

person.

(5) The skilled person may require any person to provide all such assistance as the skilled person

may reasonably require to collect or update the information in question.

(6) A requirement imposed under subsection (5) is enforceable, on the application of the regulator

in question, by an injunction or, in Scotland, by an order for specific performance under section

45 of the Court of Session Act 1988.

(7) A contractual or other requirement imposed on a person (“P”) to keep any information in

confidence does not apply if—

(a) the information is or may be relevant to anything required to be done as a result of this

section,

(b) an authorised person or a skilled person requests or requires P to provide the information

for the purpose of securing that those things are done, and

Financial Services and Markets Act 2000 Page 327
(c) the regulator in question has approved the making of the request or the imposition of

the requirement before it is made or imposed.

(8) An authorised person may provide information (whether received under subsection (7) or

otherwise) that would otherwise be subject to a contractual or other requirement to keep it in

confidence if it is provided for the purposes of anything required to be done as a result of this

section.

(9) A regulator may make rules providing for expenses incurred by it in relation to an appointment

under subsection (2)(b) to be payable as a fee by the authorised person.

(10) In this section “authorised person”, in relation to the PRA, means PRA-authorised person.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.12(1) para.6 (January 24, 2013: insertion has effect on January

24, 2013 for the purpose of the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Pt XI s. 166A(1)-(10): United Kingdom 

Appointment of investigators

Law In Force

167.— Appointment of persons to carry out general investigations.

(1) If it appears to [ an investigating authority ]

1

 that there is good reason for doing so, the

investigating authority may appoint one or more competent persons to conduct an investigation on

its behalf into–

(a) the nature, conduct or state of the business of [ a recognised investment exchange

or ]

2

 an authorised person or of an appointed representative;

(b) a particular aspect of that business; or

(c) the ownership or control of [ a recognised investment exchange or ]

3

 an authorised

person.

(2) If a person appointed under subsection (1) thinks it necessary for the purposes of his investigation,

he may also investigate the business of a person who is or has at any relevant time been–

(a) a member of the group of which the person under investigation (“A”) is part; or

(b) a partnership of which A is a member.

(3) If a person appointed under subsection (1) decides to investigate the business of any person

under subsection (2) he must give that person written notice of his decision.

(4) The power conferred by this section may be exercised in relation to a former authorised person

(or appointed representative) but only in relation to–

(a) business carried on at any time when he was an authorised person (or appointed

representative); or

Financial Services and Markets Act 2000 Page 328
(b) the ownership or control of a former authorised person at any time when he was an

authorised person.

(5) “Business”includes any part of a business even if it does not consist of carrying on regulated

activities.

[ (5A) “Investigating authority” means—

(a) in relation to a recognised investment exchange, the Secretary of State or the FCA;

(b) in relation to an authorised person or former authorised person, the FCA or the PRA;

(c) in relation to an appointed representative or former appointed representative, the FCA

or the PRA.

]

4

[ (6) References in subsection (1) to a recognised investment exchange do not include references

to an overseas investment exchange (as defined by section 313(1)). ]

5

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.7(2) (April 1, 2013)

2 Words inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.5 para.7(a)(i) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

3 Words inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.5 para.7(a)(ii) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

4 Added by Financial Services Act 2012 c. 21 Sch.12(1) para.7(3) (April 1, 2013)

5 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.7(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Commencement

Pt XI s. 167(1)-(5): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 167(1)-(6): United Kingdom 

Law In Force

168.— Appointment of persons to carry out investigations in particular cases.

(1) Subsection (3) applies if it appears to an investigating authority that there are circumstances

suggesting that–

(a) [...]1

(b) a person may be guilty of an offence under [section 177, 191F, 346 or 398(1) ]

2

 or

under Schedule 4.

(2) Subsection (3) also applies if it appears to an investigating authority that there are circumstances

suggesting that–

(a) an offence under [section 24(1) or under Part 7 of the Financial Services Act 2012 ]

3

or under Part V of the Criminal Justice Act 1993 may have been committed;

(b) there may have been a breach of the general prohibition;

Financial Services and Markets Act 2000 Page 329
[ (ba) an authorised person may have contravened section 20 in relation to a credit-related

regulated activity; ]

4

(c) there may have been a contravention of section 21 or 238; or

(d) market abuse may have taken place.

(3) The investigating authority may appoint one or more competent persons to conduct an

investigation on its behalf.

(4) Subsection (5) applies if it appears to [ an investigating authority ]

5

 that there are circumstances

suggesting that–

(a) a person may have contravened section 20;

(b) a person may be guilty of an offence under prescribed regulations relating to money

laundering;

[ (ba) a person may be guilty of an offence under Schedule 7 to the Counter-Terrorism Act

2008 (terrorist financing or money laundering); ]

6

(c) [ a person ]

7

 may have contravened a rule made by the [ investigating authority ]

8

 ;

[(ca) a recognised investment exchange may have contravened the recognition requirements

(within the meaning of Part 18); ]

9

(d) an individual may not be a fit and proper person to perform functions in relation to a

regulated activity carried on by an authorised or exempt person;

(e) an individual may have performed or agreed to perform a function in breach of a

prohibition order;

(f) [ a person ]

10 may have failed to comply with section 56(6);

(g) an authorised person may have failed to comply with section 59(1) or (2);

(h) a person in relation to whom [ a regulator ]

11 has given its approval under section 59

may not be a fit and proper person to perform the function to which that approval relates;

[...]12

[ (ha) a person may have performed a controlled function without approval for the purposes

of section 63A; ]

13

(i) a person may be guilty of misconduct for the purposes of section 66 [ ; [...]15 ]

14

[(j) a person may have contravened any provision made by or under this Act for the purpose

of implementing the markets in financial instruments directive [...]16 [ ; [...]18 ]

17 ]14

[ (ja) a person may have contravened—

(i) any provision made by or under this Act for the purpose of implementing the

alternative investment fund managers directive; or

(ii) any provision made by the Alternative Investment Fund Managers Regulations

2013; or

]

18

[ (k) a person may have contravened a qualifying EU provision that is specified, or of a

description specified, for the purposes of this subsection by the Treasury by order. ]

19

(5) The [ investigating authority ]

20 may appoint one or more competent persons to conduct an

investigation on its behalf.

[ (6) “Investigating authority” means—

(a) in subsections (1) to (3), the FCA, the PRA or the Secretary of State;

(b) in subsections (4) and (5), the FCA or the PRA.

]

21

Financial Services and Markets Act 2000 Page 330
Notes

1 Repealed by Financial Services Act 2012 c. 21 Sch.12(1) para.8(2)(a) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.8(2)(b) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.8(3)(a) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

4 Added by Financial Services Act 2012 c. 21 Sch.12(1) para.8(3)(b) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.8(4)(a) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

6 Added by Counter-Terrorism Act 2008 c. 28 Sch.7(7) para.33(3) (November 27, 2008)

7 Words substituted by Financial Services Act 2010 c. 28 Sch.2(1) para.16(2) (April 8, 2010)

8 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.8(4)(b) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

9 Added by Financial Services Act 2012 c. 21 Sch.12(1) para.8(4)(c) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.8(4)(d) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

11 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.8(4)(e) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

12 Word repealed by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.5 para.8(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

13 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.16(3) (June 8, 2010)

14 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.8(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

15 Word repealed by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(11)(a)

(November 1, 2012)

16 Words repealed by Financial Services Act 2012 c. 21 Sch.12(1) para.8(4)(f) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

17 Added by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(11)(b) (November

1, 2012)

18 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.10 (July 22, 2013: insertion

has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

19 Substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.8(4)(g) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

20 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.8(5) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

21 Substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.8(6) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

Commencement

Pt XI s. 168(1)-(3), (4)(a), (4)(c)-(6): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Pt XI s. 168(4): February 25, 2001 

Pt XI s. 168(4)(b): February 25, 2001 for the purposes of making orders or regulations; September 3, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Financial Services and Markets Act 2000 Page 331
Extent

Pt XI s. 168(1)-(6)(b): United Kingdom 

Assistance to overseas regulators

Law In Force

169.— Investigations etc. in support of overseas regulator.

(1) At the request of an overseas regulator, [ a regulator ]

1

 may–

(a) exercise the power conferred by section 165; or

(b) appoint one or more competent persons to investigate any matter.

(2) An investigator has the same powers as an investigator appointed under section 168(3) (as a

result of subsection (1) of that section).

(3) If the request has been made by a competent authority in pursuance of any [ EU ]

2

 obligation

the [ regulator ]

3

 must, in deciding whether or not to exercise its investigative power, consider

whether its exercise is necessary to comply with any such obligation.

(4) In deciding whether or not to exercise its investigative power, the [ regulator ]

3

 may take into

account in particular–

(a) whether in the country or territory of the overseas regulator concerned, corresponding

assistance would be given to a United Kingdom regulatory authority;

(b) whether the case concerns the breach of a law, or other requirement, which has no close

parallel in the United Kingdom or involves the assertion of a jurisdiction not recognised by

the United Kingdom;

(c) the seriousness of the case and its importance to persons in the United Kingdom;

(d) whether it is otherwise appropriate in the public interest to give the assistance sought.

(5) The [regulator]

4

 may decide that it will not exercise its investigative power unless the overseas

regulator undertakes to make such contribution towards the cost of its exercise as the [ regulator ]

4

considers appropriate.

(6) Subsections (4) and (5) do not apply if the [ regulator ]

5

 considers that the exercise of its

investigative power is necessary to comply with [ an EU ]

6

 obligation.

(7) If [ a regulator ]

7

 has appointed an investigator in response to a request from an overseas

regulator, it may direct the investigator to permit a representative of that regulator to attend, and

take part in, any interview conducted for the purposes of the investigation.

(8) A direction under subsection (7) is not to be given unless the [ regulator ]

8

 is satisfied that any

information obtained by an overseas regulator as a result of the interview will be subject to safeguards

equivalent to those contained in Part XXIII.

(9) [ Each regulator]

9

 must prepare a statement of its policy with respect to the conduct of interviews

in relation to which a direction under subsection (7) has been given.

(10) The statement requires the approval of the Treasury.

(11) If the Treasury approve the statement, the [ regulator ]

10 must publish it.

(12) No direction may be given under subsection (7) before the statement has been published.

Financial Services and Markets Act 2000 Page 332
(13) “Overseas regulator”has the same meaning as in section 195.

(14) “Investigative power” means one of the powers mentioned in subsection (1).

(15) “Investigator” means a person appointed under subsection (1)(b).

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.9(2) (January 24, 2013 for the purpose of

the preparation of a statement of policy; April 1, 2013 otherwise)

2 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(e) (April 22, 2011)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.9(3) (January 24, 2013 for the purpose of

the preparation of a statement of policy; April 1, 2013 otherwise)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.9(4) (January 24, 2013 for the purpose of

the preparation of a statement of policy; April 1, 2013 otherwise)

5 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.9(5) (January 24, 2013 for the purpose of

the preparation of a statement of policy; April 1, 2013 otherwise)

6 Words substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(e) (April 22,

2011)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.9(6) (January 24, 2013 for the purpose of

the preparation of a statement of policy; April 1, 2013 otherwise)

8 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.9(7) (January 24, 2013 for the purpose of

the preparation of a statement of policy; April 1, 2013 otherwise)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.9(8) (January 24, 2013 for the purpose of

the preparation of a statement of policy; April 1, 2013 otherwise)

10 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.9(9) (January 24, 2013 for the purpose of

the preparation of a statement of policy; April 1, 2013 otherwise)

Commencement

Pt XI s. 169(1)-(15): June 18, 2001 for the purposes of preparing a statement of policy as mentioned in 2000 c.8

s.169(9); September 3, 2001 otherwise (SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 169(1)-(15): United Kingdom 

Law In Force

[ 169A Support of overseas regulator with respect to financial stability

(1) At the request of an overseas regulator, the [ PRA ]

2

 may exercise a corresponding section

165A power.

(2) An “overseas regulator” means an authority in a country or territory outside the United Kingdom

which exercises functions with respect to the stability of the financial system operating in that

country or territory.

(3) A “corresponding section 165A power” means a power corresponding to the one conferred by

section 165A, but reading references in that section to the stability of the UK financial system as

references to the stability of the financial system operating in the country or territory of the overseas

regulator.

Financial Services and Markets Act 2000 Page 333
(4) The following provisions apply in relation to the exercise of the corresponding section 165A

power—

(a) section 165B(1) to (5); and

(b) section 169(3), (4)(a) and (d), (5) and (6).

(5) In this section “the financial system”includes—

(a) financial markets and exchanges;

(b) activities that would be regulated activities if carried on in the United Kingdom; and

(c) other activities connected with financial markets and exchanges.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.18(3) (June 8, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.10 (April 1, 2013)

Extent

Pt XI s. 169A(1)-(5)(c): United Kingdom 

Conduct of investigations

Law In Force

170.— Investigations: general.

(1) This section applies if an investigating authority appoints one or more competent persons

(“investigators”) under section 167 or 168(3) or (5) to conduct an investigation on its behalf.

(2) The investigating authority must give written notice of the appointment of an investigator to

the person who is the subject of the investigation (“the person under investigation”).

(3) Subsections (2) and (9) do not apply if–

(a) the investigator is appointed as a result of section 168(1) or (4) and the investigating

authority believes that the notice required by subsection (2) or (9) would be likely to result

in the investigation being frustrated; or

(b) the investigator is appointed as a result of subsection (2) of section 168.

(4) A notice under subsection (2) must–

(a) specify the provisions under which, and as a result of which, the investigator was

appointed; and

(b) state the reason for his appointment.

(5) Nothing prevents the investigating authority from appointing a person who is a member of its

staff as an investigator.

(6) An investigator must make a report of his investigation to the investigating authority.

(7) The investigating authority may, by a direction to an investigator, control–

(a) the scope of the investigation;

(b) the period during which the investigation is to be conducted;

(c) the conduct of the investigation; and

(d) the reporting of the investigation.

Financial Services and Markets Act 2000 Page 334
(8) A direction may, in particular–

(a) confine the investigation to particular matters;

(b) extend the investigation to additional matters;

(c) require the investigator to discontinue the investigation or to take only such steps as

are specified in the direction;

(d) require the investigator to make such interim reports as are so specified.

(9) If there is a change in the scope or conduct of the investigation and, in the opinion of the

investigating authority, the person subject to investigation is likely to be significantly prejudiced

by not being made aware of it, that person must be given written notice of the change.

(10) “Investigating authority”, in relation to an investigator, means–

[ (a) the FCA, if the FCA appointed the investigator;

(aa) the PRA, if the PRA appointed the investigator;

(b) the Secretary of State, if the Secretary of State appointed the investigator. ]

1

Notes

1

S.170(10)(a), (aa) and (b) substituted for s.170(10)(a) and (b) by Financial Services Act 2012 c. 21 Sch.12(1)

para.11 (April 1, 2013)

Commencement

Pt XI s. 170(1)-(10)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 170(1)-(10)(b): United Kingdom 

Law In Force

171.— Powers of persons appointed under section 167.

(1) An investigator may require the person who is the subject of the investigation (“the person

under investigation”) or any person connected with the person under investigation–

(a) to attend before the investigator at a specified time and place and answer questions; or

(b) otherwise to provide such information as the investigator may require.

(2) An investigator may also require any person to produce at a specified time and place any

specified documents or documents of a specified description.

(3) A requirement under subsection (1) or (2) may be imposed only so far as the investigator

concerned reasonably considers the question, provision of information or production of the document

to be relevant to the purposes of the investigation.

[ (3A) Where the investigation relates to a recognised investment exchange, an investigator has the

additional powers conferred by sections 172 and 173 (and for this purpose references in those

sections to an investigator are to be read accordingly). ]

1

(4) For the purposes of this section and section 172, a person is connected with the person under

investigation (“A”) if he is or has at any relevant time been–

(a) a member of A's group;

(b) a controller of A;

(c) a partnership of which A is a member; or

Financial Services and Markets Act 2000 Page 335
(d) in relation to A, a person mentioned in Part I or II of Schedule 15.

(5) “Investigator” means a person conducting an investigation under section 167.

(6) “Specified” means specified in a notice in writing.

[ (7) The reference in subsection (3A) to a recognised investment exchange does not include a

reference to an overseas investment exchange (as defined by section 313(1)). ]

2

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.9(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.9(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Commencement

Pt XI s. 171(1)-(6): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 171(1)-(7): United Kingdom 

Law In Force

172.— Additional power of persons appointed as a result of section 168(1) or (4).

(1) An investigator has the powers conferred by section 171.

(2) An investigator may also require a person who is neither the subject of the investigation (“the

person under investigation”) nor a person connected with the person under investigation–

(a) to attend before the investigator at a specified time and place and answer questions; or

(b) otherwise to provide such information as the investigator may require for the purposes

of the investigation.

(3) A requirement may only be imposed under subsection (2) if the investigator is satisfied that the

requirement is necessary or expedient for the purposes of the investigation.

(4) “Investigator” means a person appointed as a result of subsection (1) or (4) of section 168.

(5) “Specified” means specified in a notice in writing.

Commencement

Pt XI s. 172(1)-(5): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 172(1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 336
Law In Force

173.— Powers of persons appointed as a result of section 168(2).

(1) Subsections (2) to (4) apply if an investigator considers that any person (“A”) is or may be able

to give information which is or may be relevant to the investigation.

(2) The investigator may require A–

(a) to attend before him at a specified time and place and answer questions; or

(b) otherwise to provide such information as he may require for the purposes of the

investigation.

(3) The investigator may also require A to produce at a specified time and place any specified

documents or documents of a specified description which appear to the investigator to relate to any

matter relevant to the investigation.

(4) The investigator may also otherwise require A to give him all assistance in connection with the

investigation which A is reasonably able to give.

(5) “Investigator” means a person appointed under subsection (3) of section 168 (as a result of

subsection (2) of that section).

Commencement

Pt XI s. 173(1)-(5): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 173(1)-(5): United Kingdom 

Law In Force

174.— Admissibility of statements made to investigators.

(1) A statement made to an investigator by a person in compliance with an information requirement

is admissible in evidence in any proceedings, so long as it also complies with any requirements

governing the admissibility of evidence in the circumstances in question.

(2) But in criminal proceedings in which that person is charged with an offence to which this

subsection applies or in proceedings in relation to action to be taken against that person under

section 123–

(a) no evidence relating to the statement may be adduced, and

(b) no question relating to it may be asked,

by or on behalf of the prosecution or (as the case may be) [ a regulator ]

1

 , unless evidence relating

to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that

person.

(3) Subsection (2) applies to any offence other than one–

(a) under section 177(4) or 398;

(b) under section 5 of the Perjury Act 1911 (false statements made otherwise than on oath);

(c) under section 44(2) of the Criminal Law (Consolidation)(Scotland) Act 1995 (false

statements made otherwise than on oath); or

(d) under Article 10 of the Perjury (Northern Ireland) Order 1979.

(4) “Investigator” means a person appointed under section 167 or 168(3) or (5).

Financial Services and Markets Act 2000 Page 337
(5) “Information requirement” means a requirement imposed by an investigator under section 171,

172, 173 or 175.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.12 (April 1, 2013)

Commencement

Pt XI s. 174(1)-(5): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 174(1)-(5): United Kingdom 

Law In Force

175.— Information and documents: supplemental provisions.

(1) If [ either regulator]

1

 or an investigator has power under this Part to require a person to produce

a document but it appears that the document is in the possession of a third person, that power may

be exercised in relation to the third person.

(2) If a document is produced in response to a requirement imposed under this Part, the person to

whom it is produced may–

(a) take copies or extracts from the document; or

(b) require the person producing the document, or any relevant person, to provide an

explanation of the document.

[ (2A) A document so produced may be retained for so long as the person to whom it is produced

considers that it is necessary to retain it (rather than copies of it) for the purposes for which the

document was requested.

(2B) If the person to whom a document is so produced has reasonable grounds for believing—

(a) that the document may have to be produced for the purposes of any legal proceedings,

and

(b) that it might otherwise be unavailable for those purposes,

it may be retained until the proceedings are concluded.

]

2

(3) If a person who is required under this Part to produce a document fails to do so, the [regulator]

3

or an investigator may require him to state, to the best of his knowledge and belief, where the

document is.

(4) A lawyer may be required under this Part to furnish the name and address of his client.

(5) No person may be required under this Part to disclose information or produce a document in

respect of which he owes an obligation of confidence by virtue of carrying on the business of

banking unless–

(a) he is the person under investigation or a member of that person's group;

(b) the person to whom the obligation of confidence is owed is the person under investigation

or a member of that person's group;

(c) the person to whom the obligation of confidence is owed consents to the disclosure or

production; or

Financial Services and Markets Act 2000 Page 338
(d) the imposing on him of a requirement with respect to such information or document

has been specifically authorised by the investigating authority.

(6) If a person claims a lien on a document, its production under this Part does not affect the lien.

(7) “Relevant person”, in relation to a person who is required to produce a document, means a

person who–

(a) has been or is or is proposed to be a director or controller of that person;

(b) has been or is an auditor of that person;

(c) has been or is an actuary, accountant or lawyer appointed or instructed by that person;

or

(d) has been or is an employee of that person.

(8) “Investigator” means a person appointed under section 167 or 168(3) or (5).

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.13(2) (April 1, 2013)

2 Added by Financial Services Act 2012 c. 21 Sch.12(1) para.13(3) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.13(4) (April 1, 2013)

Commencement

Pt XI s. 175(1)-(8): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 175(1)-(8): United Kingdom 

Law In Force

176.— Entry of premises under warrant.

(1) A justice of the peace may issue a warrant under this section if satisfied on information on oath

given by or on behalf of the Secretary of State, [ either regulator ]

1

 or an investigator that there

are reasonable grounds for believing that the first, second or third set of conditions is satisfied.

(2) The first set of conditions is–

(a) that a person on whom an information requirement has been imposed has failed (wholly

or in part) to comply with it; and

(b) that on the premises specified in the warrant–

(i) there are documents which have been required; or

(ii) there is information which has been required.

(3) The second set of conditions is–

(a) that the premises specified in the warrant are premises of an authorised person or an

appointed representative;

(b) that there are on the premises documents or information in relation to which an

information requirement could be imposed; and

(c) that if such a requirement were to be imposed–

(i) it would not be complied with; or

(ii) the documents or information to which it related would be removed, tampered

with or destroyed.

Financial Services and Markets Act 2000 Page 339
(4) The third set of conditions is–

(a) that an offence mentioned in section 168 for which the maximum sentence on conviction

on indictment is two years or more has been (or is being) committed by any person;

(b) that there are on the premises specified in the warrant documents or information relevant

to whether that offence has been (or is being) committed;

(c) that an information requirement could be imposed in relation to those documents or

information; and

(d) that if such a requirement were to be imposed–

(i) it would not be complied with; or

(ii) the documents or information to which it related would be removed, tampered

with or destroyed.

(5) A warrant under this section shall authorise a constable–

(a) to enter the premises specified in the warrant;

(b) to search the premises and take possession of any documents or information appearing

to be documents or information of a kind in respect of which a warrant under this section

was issued (“the relevant kind”) or to take, in relation to any such documents or information,

any other steps which may appear to be necessary for preserving them or preventing

interference with them;

(c) to take copies of, or extracts from, any documents or information appearing to be of

the relevant kind;

(d) to require any person on the premises to provide an explanation of any document or

information appearing to be of the relevant kind or to state where it may be found; and

(e) to use such force as may be reasonably necessary.

[ (5A) A warrant under this section may be executed by any constable.

(5B) The warrant may authorise persons to accompany any constable who is executing it.

(5C) The powers in subsection (5) may be exercised by a person authorised by the warrant to

accompany a constable; but that person may exercise those powers only in the company of, and

under the supervision of, a constable. ]

2

(6) In England and Wales, [sections 15(5) to (8) and section 16(3) to (12) of the Police and Criminal

Evidence Act 1984 ]

3

 (execution of search warrants and safeguards) apply to warrants issued under

this section.

(7) In Northern Ireland, [ Articles 17(5) to (8) and 18(3) to (12) of the Police and Criminal Evidence

(Northern Ireland) Order 1989 ]

4

 apply to warrants issued under this section.

(8) [...]5

(9) In the application of this section to Scotland–

(a) for the references to a justice of the peace substitute references to a justice of the peace

or a sheriff; and

(b) for the references to information on oath substitute references to evidence on oath.

(10) “Investigator” means a person appointed under section 167 or 168(3) or (5).

(11) “Information requirement” means a requirement imposed–

(a) by [ a regulato ]

6

 under [section 87C, 87J, 165, 165A, 169A or 175 ]

7

; or

(b) by an investigator under section 171, 172, 173 or 175.

Financial Services and Markets Act 2000 Page 340
Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.14(2) (April 1, 2013)

2 Added by Financial Services Act 2012 c. 21 Sch.12(1) para.14(3) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.14(4) (April 1, 2013)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.14(5) (April 1, 2013)

5 Repealed by Financial Services Act 2012 c. 21 Sch.12(1) para.14(6) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.12(1) para.14(7) (April 1, 2013)

7 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.17 (June 8, 2010)

Commencement

Pt XI s. 176(1)-(11)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 176(1)-(11)(b): United Kingdom 

Law In Force

[ 176A Retention of documents taken under section 176

(1) Any document of which possession is taken under section 176 (“a seized document”) may be

retained so long as it is necessary to retain it (rather than copies of it) in the circumstances.

(2) A person claiming to be the owner of a seized document may apply to a magistrates' court or

(in Scotland) the sheriff for an order for the delivery of the document to the person appearing to

the court or sheriff to be the owner.

(3) If on an application under subsection (2) the court or (in Scotland) the sheriff cannot ascertain

who is the owner of the seized document the court or sheriff (as the case may be) may make such

order as the court or sheriff thinks fit.

(4) An order under subsection (2) or (3) does not affect the right of any person to take legal

proceedings against any person in possession of a seized document for the recovery of the document.

(5) Any right to bring proceedings (as described in subsection (4)) may only be exercised within

6 months of the date of the order made under subsection (2) or (3).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.12(1) para.15 (April 1, 2013)

Extent

Pt XI s. 176A(1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 341
Offences

Law In Force

!

Amendment(s) Pending

177.— Offences.

(1) If a person other than the investigator (“the defaulter”) fails to comply with a requirement

imposed on him under this Part the person imposing the requirement may certify that fact in writing

to the court.

(2) If the court is satisfied that the defaulter failed without reasonable excuse to comply with the

requirement, it may deal with the defaulter (and in the case of a body corporate, any director or [

other ]

1

 officer) as if he were in contempt [ ; and “officer”, in relation to a limited liability

partnership, means a member of the limited liability partnership. ]

2

 .

(3) A person who knows or suspects that an investigation is being or is likely to be conducted under

this Part is guilty of an offence if–

(a) he falsifies, conceals, destroys or otherwise disposes of a document which he knows

or suspects is or would be relevant to such an investigation, or

(b) he causes or permits the falsification, concealment, destruction or disposal of such a

document,

unless he shows that he had no intention of concealing facts disclosed by the documents from the

investigator.

(4) A person who, in purported compliance with a requirement imposed on him under this Part–

(a) provides information which he knows to be false or misleading in a material particular,

or

(b) recklessly provides information which is false or misleading in a material particular,

is guilty of an offence.

(5) A person guilty of an offence under subsection (3) or (4) is liable–

(a) on summary conviction, to imprisonment for a term not exceeding six months or a fine

not exceeding the statutory maximum, or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a

fine, or both.

(6) Any person who intentionally obstructs the exercise of any rights conferred by a warrant under

section 176 is guilty of an offence and liable on summary conviction to imprisonment for a term

not exceeding three months or a fine not exceeding level 5 on the standard scale, or both.

(7) “Court” means–

(a) the High Court;

(b) in Scotland, the Court of Session.

Notes

1 Word inserted by Financial Services Act 2012 c. 21 Sch.18(1) para.8 (April 1, 2013)

2 Words added by Limited Liability Partnerships Regulations 2001/1090 Sch.5 para.21 (September 3, 2001: addition

takes place on April 6, 2001 but cannot come into force until the commencement of 2000 c.8 s.177 on September

3, 2001)

Financial Services and Markets Act 2000 Page 342
Amendments Pending

Pt XI s. 177(6): words substituted by Criminal Justice Act 2003 c. 44, Sch. 26 para. 54(2) (date to be appointed)

Commencement

Pt XI s. 177(1)-(7)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XI s. 177(1)-(7)(b): United Kingdom 

PART XII

CONTROL OVER AUTHORISED PERSONS

[Notices of acquisitions of control over UK authorised persons]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Law In Force

[ 178.— Obligation to notify the [ appropriate regulator ]

2

 : acquisitions of control

(1) A person who decides to acquire or increase control over a UK authorised person must give

the [ appropriate regulator ]

2

 notice in writing before making the acquisition.

(2) For the purposes of calculations relating to this section, the holding of shares or voting power

by a person (“A1”) includes any shares or voting power held by another (“A2”) if A1 and A2 are

acting in concert.

[ (2A) In this Part, “the appropriate regulator” means—

(a) where the UK authorised person is a PRA—authorised person, the PRA;

(b) in any other case, the FCA.

]

3

(3) In this Part, a notice given under this section is a “section 178 notice” and a person giving notice

is a “section 178 notice-giver”.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Pt 2 s.26(3) (April 1, 2013)

Financial Services and Markets Act 2000 Page 343
Commencement

Pt XII s. 178(1)-(5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 178(1)-(5): United Kingdom 

Law In Force

[ 179.— Requirements for section 178 notices

(1) A section 178 notice must be in such form, include such information and be accompanied by

such documents as the [ appropriate regulator ]

2

 may reasonably require.

(2) [ Each regulator ]

3

 must publish a list of its requirements as to the form, information and

accompanying documents for a section 178 notice.

(3) The [ appropriate regulator ]

2

 may impose different requirements for different cases and may

vary or waive requirements in particular cases.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(4) (April 1, 2013)

Extent

Pt XII s. 179(1)-(3): United Kingdom 

Law In Force

[ 180.— Acknowledgment of receipt

(1) The [ appropriate regulator ]

2

 must acknowledge receipt of a completed section 178 notice in

writing before the end of the second working day following receipt.

(2) If the [ appropriate regulator ]

2

 receives an incomplete section 178 notice it must inform the

section 178 notice-giver as soon as reasonably practicable.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

Financial Services and Markets Act 2000 Page 344
Extent

Pt XII s. 180(1)-(2): United Kingdom 

[ Acquiring control and other changes of holding ]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Law In Force

179.— 

[ Existing ss 178–191 are not repealed but have been restructured as part of an amendment

substituting ss 178–191G ]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Commencement

Pt XII s. 179(1)-(5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 179(1)-(5): United Kingdom 

Law In Force

180.— 

[ Existing ss 178–191 are not repealed but have been restructured as part of an amendment

substituting ss 178–191G ]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Commencement

Pt XII s. 180(1)-(4)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 180(1)-(4)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 345
Law In Force

[ 181.— Acquiring control

(1) For the purposes of this Part, a person (“A”) acquires control over a UK authorised person (“B”)

if any of the cases in subsection (2) begin to apply.

(2) The cases are where A holds—

(a) 10% or more of the shares in B or in a parent undertaking of B (“P”);

(b) 10% or more of the voting power in B or P; or

(c) shares or voting power in B or P as a result of which A is able to exercise significant

influence over the management of B.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Commencement

Pt XII s. 181(1)-(3)(c): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 181(1)-(3)(c): United Kingdom 

Law In Force

[ 182.— Increasing control

(1) For the purposes of this Part, a person (“A”) increases control over a UK authorised person

(“B”) whenever—

(a) the percentage of shares which A holds in B or in a parent undertaking of B (“P”)

increases by any of the steps mentioned in subsection (2);

(b) the percentage of voting power A holds in B or P increases by any of the steps mentioned

in subsection (2); or

(c) A becomes a parent undertaking of B.

(2) The steps are—

(a) from less than 20% to 20% or more;

(b) from less than 30% to 30% or more;

(c) from less than 50% to 50% or more.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Extent

Pt XII s. 182(1)-(2)(c): United Kingdom 

Financial Services and Markets Act 2000 Page 346
Law In Force

[ 183.— Reducing or ceasing to have control

(1) For the purposes of this Part, a person (“A”) reduces control over a UK authorised person (“B”)

whenever—

(a) the percentage of shares which A holds in B or in a parent undertaking of B (“P”)

decreases by any of the steps mentioned in subsection (2);

(b) the percentage of voting power which A holds in B or P decreases by any of the steps

mentioned in subsection (2); or

(c) A ceases to be a parent undertaking of B.

(2) The steps are—

(a) from 50% or more to less than 50%;

(b) from 30% or more to less than 30%;

(c) from 20% or more to less than 20%.

(3) For the purposes of this Part, a person (“A”) ceases to have control over a UK authorised person

(“B”) if A ceases to be in the position of holding—

(a) 10% or more of the shares in B or in a parent undertaking of B (“P”);

(b) 10% or more of the voting power in B or P; or

(c) shares or voting power in B or P as a result of which A is able to exercise significant

influence over the management of B.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Extent

Pt XII s. 183(1)-(3)(c): United Kingdom 

Law In Force

[ 184.— Disregarded holdings

(1) For the purposes of sections 181 to 183, shares and voting power that a person holds in a UK

authorised person (“B”) or in a parent undertaking of B (“P”) are disregarded in the following

circumstances.

(2) Shares held only for the purposes of clearing and settling within a short settlement cycle are

disregarded.

(3) Shares held by a custodian or its nominee in a custodian capacity are disregarded, provided that

the custodian or nominee is only able to exercise voting power represented by the shares in

accordance with instructions given in writing.

(4) Shares representing no more than 5% of the total voting power in B or P held by an investment

firm are disregarded, provided that it—

(a) holds the shares in the capacity of a market maker (as defined in article 4.1(8) of the

markets in financial instruments directive);

Financial Services and Markets Act 2000 Page 347
(b) is authorised by its home state regulator under the markets in financial instruments

directive; and

(c) neither intervenes in the management of B or P nor exerts any influence on B or P to

buy the shares or back the share price.

(5) Shares held by a credit institution or investment firm in its trading book are disregarded, provided

that—

(a) the shares represent no more than 5% of the total voting power in B or P; and

(b) the credit institution or investment firm ensures that the voting power is not used to

intervene in the management of B or P.

(6) Shares held by a credit institution or an investment firm are disregarded, provided that—

(a) the shares are held as a result of performing the investment services and activities of—

(i) underwriting a share issue; or

(ii) placing shares on a firm commitment basis in accordance with Annex I, section

A.6 of the markets in financial instruments directive; and

(b) the credit institution or investment firm—

(i) does not exercise voting power represented by the shares or otherwise intervene

in the management of the issuer; and

(ii) retains the holding for a period of less than one year.

(7) Where a management company (as defined in [ Article 2.1(b) ]

2

 of the UCITS directive) and

its parent undertaking both hold shares or voting power, each may disregard holdings of the other,

provided that each exercises its voting power independently of the other.

(8) But subsection (7) does not apply if the management company—

(a) manages holdings for its parent undertaking or an undertaking in respect of which the

parent undertaking is a controller;

(b) has no discretion as to the exercise of the voting power attached to such holdings; and

(c) may only exercise the voting power in relation to such holdings under direct or indirect

instruction from—

(i) the parent undertaking; or

(ii) an undertaking in respect of which of the parent undertaking is a controller.

(9) Where an investment firm and its parent undertaking both hold shares or voting power, the

parent undertaking may disregard holdings managed by the investment firm on a client by client

basis and the investment firm may disregard holdings of the parent undertaking, provided that the

investment firm—

(a) has permission to provide portfolio management;

(b) exercises its voting power independently from the parent undertaking; and

(c) may only exercise the voting power under instructions given in writing, or has appropriate

mechanisms in place for ensuring that individual portfolio management services are

conducted independently of any other services.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Words substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613

Pt 2 reg.2(6) (July 1, 2011)

Financial Services and Markets Act 2000 Page 348
Extent

Pt XII s. 184(1)-(9)(c): United Kingdom 

[ Assessment procedure ]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Law In Force

182.— 

[ Existing ss 178–191 are not repealed but have been restructured as part of an amendment

substituting ss 178–191G ]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Commencement

Pt XII s. 182(1)-(3): June 18, 2001 for the purposes of imposing requirements as mentioned in 2000 c.8 s.182(1)(b);

December 1, 2001 otherwise (SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XII s. 182(1)-(3): United Kingdom 

Law In Force

183.— 

[ Existing ss 178–191 are not repealed but have been restructured as part of an amendment

substituting ss 178–191G ]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Commencement

Pt XII s. 183(1)-(1)(b), (3): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt XII s. 183(2): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 349
Extent

Pt XII s. 183(1)-(3): United Kingdom 

Law In Force

184.— 

[ Existing ss 178–191 are not repealed but have been restructured as part of an amendment

substituting ss 178–191G ]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Commencement

Pt XII s. 184(1)-(3)(b)(iii): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 184(1)-(3)(b)(iii): United Kingdom 

Law In Force

[ 185.— Assessment: general

(1) Where the [ appropriate regulator ]

2

 receives a section 178 notice, it must—

(a) determine whether to approve the acquisition to which it relates unconditionally; or

(b) propose to—

(i) approve the acquisition subject to conditions (see section 187); or

(ii) object to the acquisition.

(2) The [ appropriate regulator ]

2

 must—

(a) consider the suitability of the section 178 notice-giver and the financial soundness of

the acquisition in order to ensure the sound and prudent management of the UK authorised

person;

(b) have regard to the likely influence that the section 178 notice-giver will have on the

UK authorised person; and

(c) disregard the economic needs of the market.

(3) The [ appropriate regulator ]

2

 may only object to an acquisition—

(a) if there are reasonable grounds for doing so on the basis of the matters set out in section

186; or

(b) if the information provided by the section 178 notice-giver is incomplete.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Financial Services and Markets Act 2000 Page 350
2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

Commencement

Pt XII s. 185(1)-(7)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 185(1)-(7)(b): United Kingdom 

Law In Force

[ 186. Assessment criteria

The matters specified in section 185(3)(a) are—

(a) the reputation of the section 178 notice-giver;

(b) the reputation and experience of any person who will direct the business of the UK

authorised person as a result of the proposed acquisition;

(c) the financial soundness of the section 178 notice-giver, in particular in relation to the

type of business that the UK authorised person pursues or envisages pursuing;

(d) whether the UK authorised person will be able to comply with its prudential requirements

(including the threshold conditions in relation to all of the regulated activities for which it

has or will have permission);

(e) if the UK authorised person is to become part of a group as a result of the acquisition,

whether that group has a structure which makes it possible to—

(i) exercise effective supervision;

(ii) exchange information among regulators; and

(iii) determine the allocation of responsibility among regulators; and

(f) whether there are reasonable grounds to suspect that in connection with the proposed

acquisition—

(i) money laundering or terrorist financing (within the meaning of Article 1 of

Directive 2005/60/EC of the European Parliament and of the Council of 26th October

2005 on the prevention of the use of the financial system for the purpose of money

laundering and terrorist financing) is being or has been committed or attempted; or

(ii) the risk of such activity could increase.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Commencement

Pt XII s. 186(1)-(6): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 186(a)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 351
Law In Force

[ 187.— Approval with conditions

(1) The [ appropriate regulator ]

2

 may impose conditions on its approval of an acquisition.

[ (2) The appropriate regulator may only impose conditions where—

(a) if it did not impose those conditions, it would propose to object to the acquisition, or

(b) it is required to do so by a direction under section 187A(3)(b) or section 187B(3).

]

3

(3) The [ appropriate regulator]

2

 may not impose conditions requiring a particular level of holding

to be acquired.

(4) The [ appropriate regulator ]

2

 may vary or cancel the conditions.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

3

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(5) (April 1, 2013)

Commencement

Pt XII s. 187(1)-(5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 187(1)-(5): United Kingdom 

Law In Force

[ 187A Assessment: consultation by PRA with FCA

(1) The PRA must consult the FCA before acting under section 185.

(2) The FCA may make representations to the PRA in relation to any of the matters set out in

sections 185(2) and 186.

(3) If the FCA considers that on the basis of the matters set out in section 186(f) there are reasonable

grounds to object to the acquisition, the FCA may—

(a) direct the PRA to object to the acquisition, or

(b) direct the PRA not to approve the acquisition unless it does so subject to conditions

specified in the direction (with or without other conditions).

(4) Before giving a direction under subsection (3), the FCA must notify the PRA of its proposal to

do so.

(5) In order to comply with the obligation under subsection (1), the PRA must provide the FCA

with—

(a) copies of—

(i) the section 178 notice, and

(ii) any document included with that notice,

Financial Services and Markets Act 2000 Page 352
(b) any further information provided pursuant to section 190, and

(c) any other information in the possession of the PRA which—

(i) in the opinion of the PRA, is relevant to the application, or

(ii) is reasonably requested by the FCA.

(6) If the PRA acts under section 185(1)(b), it must indicate to the section 178 notice-giver any

representations or directions received from the FCA.

(7) Directions given by the FCA under this section are subject to any directions given to the FCA

under section 3I or 3J.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.26(6) (April 1, 2013: insertion has effect on April 1, 2013 as

SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Extent

Pt XII s. 187A(1)-(7): United Kingdom 

Law In Force

[ 187B Assessment: consultation by FCA with PRA

(1) The FCA must consult the PRA before acting under section 185 if—

(a) the UK authorised person to which the section 178 notice relates has as a member of

its immediate group a PRA-authorised person, or

(b) the section 178 notice-giver is a PRA-authorised person.

(2) The PRA may make representations to the FCA in relation to any of the matters set out in

sections 185(2) and 186.

(3) If the PRA considers that on the basis of relevant matters there are reasonable grounds to object

to the acquisition, the PRA may direct the FCA not to approve the acquisition unless it does so

subject to conditions specified in the direction (with or without other conditions).

(4) In subsection (3) “relevant matters”—

(a) means the matters in paragraphs (d) and (e)(i) of section 186, and

(b) in a case falling within subsection (1)(b) of this section, also includes the matter in

paragraph (c) of section 186.

(5) In order to comply with the obligation under subsection (1), the FCA must provide the PRA

with—

(a) copies of—

(i) the section 178 notice, and

(ii) any document included with that notice,

(b) any further information provided pursuant to section 190, and

(c) any other information in the possession of the FCA which—

(i) in the opinion of the FCA, is relevant to the application, or

(ii) is reasonably requested by the PRA.

Financial Services and Markets Act 2000 Page 353
(6) If the FCA acts under section 185(1)(b), it must indicate to the section 178 notice-giver any

representations or directions received from the PRA.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.26(6) (April 1, 2013: insertion has effect on April 1, 2013 as

SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Extent

Pt XII s. 187B(1)-(6): United Kingdom 

Law In Force

[ 187C Variation etc of conditions

(1) Where the PRA has imposed conditions required by a direction given by the FCA under section

187A(3)—

(a) the FCA may direct the PRA to exercise its power under section 187(4) to vary or cancel

any of those conditions;

(b) the PRA must consult the FCA before it exercises that power in relation to those

conditions otherwise than in accordance with a direction under paragraph (a).

(2) Where the FCA has imposed conditions required by a direction given by the PRA under section

187B(3)—

(a) the PRA may direct the FCA to exercise its power under section 187(4) to vary or cancel

any of those conditions;

(b) the FCA must consult the PRA before it exercises that power in relation to those

conditions otherwise than in accordance with a direction under paragraph (a).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.26(6) (April 1, 2013: insertion has effect on April 1, 2013 as

SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Extent

Pt XII s. 187C(1)-(2)(b): United Kingdom 

Law In Force

[ 188.— Assessment: consultation with EC competent authorities

(1) The [ appropriate regulator]

2

 must consult any appropriate home state regulator before making

a determination under section 185 and, in doing so, must comply with such requirements as to

consultation as may be prescribed.

(2) Where the [ appropriate regulator ]

2

 makes a determination under section 185, it must indicate

any views or reservations received from any home state regulator it consults in accordance with

subsection (1).

Financial Services and Markets Act 2000 Page 354
(3) The [ appropriate regulator ]

2

 must cooperate with any equivalent consultation by a host state

regulator in relation to a UK authorised person.

(4) In order to comply with an obligation under subsection (1) or (3), the [ appropriate regulator ]

2

must provide the regulator with—

(a) any relevant information that it requests; and

(b) any information that the [ appropriate regulator ]

2

 considers that it needs.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

Commencement

Pt XII s. 188(1), (3)-(6): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt XII s. 188(2): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XII s. 188(1)-(6): United Kingdom 

Law In Force

[ 189.— Assessment: Procedure

(1) The [ appropriate regulator ]

2

 must act under section 185 within a period of 60 working days

beginning with the day on which the [ appropriate regulator ]

2

 acknowledges receipt of the section

178 notice (“the assessment period”).

(2) The assessment period may be interrupted, no more than once, in accordance with section 190.

(3) The [ appropriate regulator ]

2

 must inform the section 178 notice-giver in writing of—

(a) the duration of the assessment period;

(b) its expiry date; and

(c) any change to the expiry date by virtue of section 190.

(4) The [ appropriate regulator ]

2

 must, within two working days of acting under section 185 (and

in any event no later than the expiry date of the assessment period)—

(a) notify the section 178 notice-giver that it has determined to approve the acquisition

unconditionally; or

(b) give a warning notice stating that it proposes to—

(i) approve the acquisition subject to conditions; or

(ii) object to the acquisition.

(5) Where the [ appropriate regulator ]

2

 gives a warning notice stating that it proposes to approve

the acquisition subject to conditions—

(a) it must, in the warning notice, specify those conditions; and

(b) the conditions take effect as interim conditions.

Financial Services and Markets Act 2000 Page 355
(6) The [ appropriate regulator ]

2

 is treated as having approved the acquisition if, at the expiry of

the assessment period, it has neither—

(a) given notice under subsection (4); nor

(b) informed the section 178 notice-giver that the section 178 notice is incomplete.

(7) If the [ appropriate regulator ]

2

 decides to approve an acquisition subject to conditions or to

object to an acquisition it must give the section 178 notice-giver a decision notice.

(8) Following receipt of a decision notice under this section, the section 178 notice-giver may refer

the [ appropriate regulator's]

2

 decision to the Tribunal.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

Extent

Pt XII s. 189(1)-(8): United Kingdom 

Law In Force

[ 190.— Requests for further information

(1) The [ appropriate regulator]

2

 may, no later than the 50th working day of the assessment period,

in writing ask the section 178 notice-giver to provide any further information necessary to complete

its assessment.

(2) On the first occasion that the [ appropriate regulator ]

2

 asks for further information, the

assessment period is interrupted from the date of the request until the date the [ appropriate

regulator ]

2

 receives the requested information (“the interruption period”).

(3) But the interruption period may not exceed 20 working days, unless subsection (4) applies.

(4) The interruption period may not exceed 30 working days if the notice-giver—

(a) is situated or regulated outside the [ European Union ]

3

 ; or

(b) is not subject to supervision under—

(i) the UCITS directive;

(ii) the insurance directives;

(iii) the markets in financial instruments directive;

(iv) the reinsurance directive; or

(v) the banking consolidation directive.

(5) The [ appropriate regulator ]

2

 may make further requests for information (but a further request

does not result in a further interruption of the assessment period).

(6) The [ appropriate regulator ]

2

 must acknowledge in writing receipt of further information

before the end of the second working day following receipt.

]

1

Financial Services and Markets Act 2000 Page 356
Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

3 Words substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.4(1) (April 22, 2011)

Extent

Pt XII s. 190(1)-(6): United Kingdom 

Law In Force

[ 191.— Duration of approval

(1) Approval of an acquisition (whether granted unconditionally or subject to conditions) is effective

for such period as the [ appropriate regulator ]

2

 may specify in writing.

(2) Where the [ appropriate regulator ]

2

 has specified a period under subsection (1), it may extend

the period.

(3) Where the [ appropriate regulator ]

2

 has not specified a period, the approval is effective for

one year beginning with the date—

(a) of the notice given under section 189(4)(a) or (b)(i);

(b) on which the [ appropriate regulator]

2

 is treated as having given approval under section

189(6); or

(c) of a decision on a reference to the Tribunal which results in the person receiving approval.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

Extent

Pt XII s. 191(1)-(3)(c): United Kingdom 

[ Enforcement procedures]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Financial Services and Markets Act 2000 Page 357
Law In Force

189.— 

[ Existing ss 178–191 are not repealed but have been restructured as part of an amendment

substituting ss 178–191G ]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Commencement

Pt XII s. 189(1)-(9): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 189(1)-(9): United Kingdom 

Law In Force

[ 191A.— Objection by the [ appropriate regulator ]

2

(1) The [ appropriate regulator ]

2

 may object to a person's control over a UK authorised person

in any of the circumstances specified in subsection (2).

(2) The circumstances are that the [ appropriate regulator ]

2

 reasonably believes that—

(a) the person acquired or increased control without giving notice under section 178(1) in

circumstances where notice was required;

(b) the person is in breach of a condition imposed under section 187; or

(c) there are grounds for objecting to control on the basis of the matters in section 186.

(3) The [ appropriate regulator ]

2

 —

(a) must take into account whether influence exercised by the person is likely to operate

to the detriment of the sound and prudent management of the UK authorised person; and

(b) may take into account whether the person has co-operated with any information requests

made or requirements imposed by the [ appropriate regulator ]

2

 .

(4) If the [ appropriate regulator ]

2

 proposes to object to a person's control over a UK authorised

person, it must give that person a warning notice.

[ (4A) Where the appropriate regulator is the PRA, it must consult the FCA before giving a warning

notice under this section.

(4B) Where the appropriate regulator is the FCA, it must consult the PRA before giving a warning

notice under this section if—

(a) the UK authorised person has as a member of its immediate group a PRA-authorised

person, or

(b) the person to whom the warning notice is to be given is a PRA-authorised person.

]

3

(5) The [ appropriate regulator ]

2

 must consult any appropriate home state regulator before giving

a warning notice under this section and, in doing so, must comply with such requirements as to

consultation as may be prescribed.

Financial Services and Markets Act 2000 Page 358
(6) If the [ appropriate regulator ]

2

 decides to object to a person's control over a UK authorised

person, it must give that person a decision notice.

(7) A person to whom the [ appropriate regulator ]

2

 gives a decision notice under this section may

refer the matter to the Tribunal.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Pt 2 s.26(7) (April 1, 2013: insertion has effect on April 1, 2013 as

SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Extent

Pt XII s. 191A(1)-(7): United Kingdom 

Law In Force

[ 191B.— Restriction notices

(1) The [ appropriate regulator ]

2

 may give notice in writing (a “restriction notice”) to a person

in the following circumstances.

(2) The circumstances are that—

(a) the person has control over a UK authorised person by virtue of holding shares or voting

power; and

(b) in relation to the shares or voting power, the [ appropriate regulator ]

2

 has given the

person a warning notice or a decision notice under section 189 or 191A or a final notice

which confirms a decision notice given under section 189 or 191A.

[(2A) Where the appropriate regulator is the PRA, it must consult the FCA before giving a restriction

notice under this section.

(2B) Where the appropriate regulator is the FCA, it must consult the PRA before giving a restriction

notice under this section if—

(a) the UK authorised person has as a member of its immediate group a PRA-authorised

person, or

(b) the person to whom the restriction notice is to be given is a PRA-authorised person.

]

3

(3) In a restriction notice, the [ appropriate regulator ]

2

 may direct that shares or voting power to

which the notice relates are, until further notice, subject to one or more of the following restrictions—

(a) except by court order, an agreement to transfer or a transfer of any such shares or voting

power or, in the case of unissued shares, any agreement to transfer or transfer of the right

to be issued with them, is void;

(b) no voting power is to be exercisable;

(c) no further shares are to be issued in pursuance of any right of the holder of any such

shares or voting power or in pursuance of any offer made to their holder;

Financial Services and Markets Act 2000 Page 359
(d) except in a liquidation, no payment is to be made of any sums due from the body

corporate on any such shares, whether in respect of capital or otherwise.

(4) A restriction notice takes effect—

(a) immediately; or

(b) on such date as may be specified in the notice.

(5) A restriction notice does not extinguish rights which would be enjoyable but for the notice.

(6) A copy of the restriction notice must be served on—

(a) the UK authorised person in question; and

(b) in the case of shares or voting power held in a parent undertaking of a UK authorised

person, the parent undertaking.

(7) A person to whom the [ appropriate regulator ]

2

 gives a restriction notice may refer the matter

to the Tribunal.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Pt 2 s.26(8) (April 1, 2013: insertion has effect on April 1, 2013 as

SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Extent

Pt XII s. 191B(1)-(7): United Kingdom 

Law In Force

[ 191C.— Orders for sale of shares

(1) The court may, on the application of the [ appropriate regulator ]

2

 , order the sale of shares or

the disposition of voting power in the following circumstances.

(2) The circumstances are that—

(a) a person has control over a UK authorised person by virtue of holding the shares or

voting power; and

(b) the acquisition or continued holding of the shares or voting power by that person is in

contravention of a final notice which confirms a decision notice given under section 189

or section 191A.

[ (2A) Where the appropriate regulator is the PRA, it must consult the FCA before making an

application to the court under this section.

(2B) Where the appropriate regulator is the FCA, it must consult the PRA before making an

application to the court under this section if—

(a) the UK authorised person has as a member of its immediate group a PRA-authorised

person, or

(b) the person holding the shares or voting power is a PRA-authorised person.

]

3

Financial Services and Markets Act 2000 Page 360
(3) Where the court orders the sale of shares or disposition of voting power it may—

(a) if a restriction notice has been given in relation to the shares or voting power, order that

the restrictions cease to apply; and

(b) make any further order.

(4) Where the court makes an order under this section, it must take into account the level of holding

that the person would have been entitled to acquire, or to continue to hold, without contravening

the final notice.

(5) If shares are sold or voting power disposed of in pursuance of an order under this section, any

proceeds, less the costs of the sale or disposition, must be paid into court for the benefit of the

persons beneficially interested in them; and any such person may apply to the court for payment

of a whole or part of the proceeds.

(6) The jurisdiction conferred by this section may be exercised by the High Court and the Court of

Session.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Pt 2 s.26(9) (April 1, 2013: insertion has effect on April 1, 2013 as

SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Extent

Pt XII s. 191C(1)-(6): United Kingdom 

[Notice of reductions of control of UK authorised persons]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Law In Force

[ 191D.— Obligation to notify the [ appropriate regulator ]

2

 : dispositions of control

(1) A person who decides to reduce or cease to have control over a UK authorised person must

give the [ appropriate regulator ]

2

 notice in writing before making the disposition.

[ (1A) The PRA must give the FCA a copy of any notice it receives under this section.

(1B) The FCA must give the PRA a copy of any notice it receives under this section which—

(a) relates to a UK authorised person who has as a member of its immediate group a

PRA-authorised person, or

(b) is given by a PRA-authorised person.

Financial Services and Markets Act 2000 Page 361
]

3

(2) For the purposes of calculations relating to this section, the holding of shares or voting power

by a person (“A1”) includes any shares or voting power held by another (“A2”) if A1 and A2 are

acting in concert.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Pt 2 s.26(10) (April 1, 2013)

Extent

Pt XII s. 191D(1)-(2): United Kingdom 

Law In Force

[ 191E.— Requirements for notices under section 191D

(1) A notice under section 191D must be in such form, include such information and be accompanied

by such documents as the [ appropriate regulator ]

2

 may reasonably require.

(2) [ Each regulator ]

3

 must publish a list of its requirements as to the form, information and

accompanying documents for a notice under section 191D.

(3) The [ appropriate regulator ]

2

 may impose different requirements for different cases and may

vary or waive requirements in particular cases.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(11) (April 1, 2013)

Extent

Pt XII s. 191E(1)-(3): United Kingdom 

[ Offences]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Financial Services and Markets Act 2000 Page 362
Law In Force

190.— 

[ Existing ss 178–191 are not repealed but have been restructured as part of an amendment

substituting ss 178–191G ]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Commencement

Pt XII s. 190(1)-(4)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 190(1)-(4)(b): United Kingdom 

Law In Force

[ 191F.— Offences under this Part

(1) A person who fails to comply with an obligation to notify the [ appropriate regulator ]

2

 under

section 178(1) or 191D(1) is guilty of an offence.

(2) A person who gives notice to the [ appropriate regulator ]

2

 under section 178(1) and makes

the acquisition to which the notice relates before the expiry date of the assessment period is guilty

of an offence unless the [ appropriate regulator ]

2

 has approved the acquisition or given a warning

notice under section 189(4)(b)(i).

(3) A person who contravenes an interim condition in a warning notice given under section

189(4)(b)(i) or a condition in a decision notice given under section 189(7) or a final notice which

confirms a decision notice under that section is guilty of an offence.

(4) A person who makes an acquisition in contravention of a warning notice given under section

189(4)(b)(ii) or a decision notice given under section 189(7) or a final notice which confirms a

decision notice under that section is guilty of an offence.

(5) A person who makes an acquisition after the [ appropriate regulator's]

2

 approval for the

acquisition has ceased to be effective by virtue of section 191 is guilty of an offence.

(6) A person who provides information to the [ appropriate regulator ]

2

 which is false in a material

particular is guilty of an offence.

(7) A person who breaches a direction contained in a restriction notice given under section 191B

is guilty of an offence.

(8) A person guilty of an offence under subsection (1) to (3) or (5) to (7) is liable—

(a) on summary conviction to a fine not exceeding the statutory maximum; or

(b) on conviction on indictment, to a fine.

(9) A person guilty of an offence under subsection (4) is liable—

(a) on summary conviction, to a fine not exceeding the statutory maximum; or

Financial Services and Markets Act 2000 Page 363
(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a

fine, or both.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.26(2) (April 1, 2013)

Extent

Pt XII s. 191F(1)-(9)(b): United Kingdom 

[ Interpretation ]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Law In Force

191.— 

[ Existing ss 178–191 are not repealed but have been restructured as part of an amendment

substituting ss 178–191G ]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

Commencement

Pt XII s. 191(1)-(11): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 191(1)-(11): United Kingdom 

Law In Force

[ 191G.— Interpretation

(1) In this Part—

“acquisition” means the acquisition of control or of an increase in control over a UK

authorised person;

[ “the appropriate regulator”is to be read in accordance with section 178(2A); ]

2

“credit institution” means—

Financial Services and Markets Act 2000 Page 364
(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 a

registered office, its head office) in an EEA State;

“shares”has the same meaning as in section 422;

“UK authorised person” means an authorised person who—

(a) is a body incorporated in, or an unincorporated association formed under the

law of, any part of the United Kingdom; and

(b) is not a person authorised as a result of paragraph 1 of Schedule 5; and

“voting power”has the same meaning as in section 422.

(2) For the purposes of this Part, a “working day” is a day other than—

(a) a Saturday or a Sunday; or

(b) a day which is a bank holiday in England and Wales under the Banking and Financial

Dealings Act 1971.

]

1

Notes

1 Existing ss 178-191 substituted for ss 178-191G by Financial Services and Markets Act 2000 (Controllers)

Regulations 2009/534 Sch.1 para.1 (March 21, 2009: substitution has effect subject to transitional provisions

specified in SI 2009/534 reg.8)

2 Definition inserted by Financial Services Act 2012 c. 21 Pt 2 s.26(12) (April 1, 2013)

Extent

Pt XII s. 191G(1)-(2)(b): United Kingdom 

Miscellaneous

Law In Force

192. Power to change definitions of control etc.

The Treasury may by order–

(a) provide for exemptions from the obligations to notify imposed by [sections 178 and

191D ]

1

;

(b) amend [section 181 ]

2

 by varying, or removing, any of the cases in which a person is

treated as [ acquiring ]

3

 control over a UK authorised person or by adding a case;

(c) amend [section 182 ]

4

 by varying, or removing, any of the cases in which a person is

treated as increasing control over a UK authorised person or by adding a case;

(d) amend [section 183 ]

5

 by varying, or removing, any of the cases in which a person is

treated as [ reducing or ceasing to have ]

6

 control over a UK authorised person or by adding

a case;

(e) amend section 422 by varying, or removing, any of the cases in which a person is treated

as being a controller of a person or by adding a case.

Notes

1 Word substituted by Financial Services and Markets Act 2000 (Controllers) Regulations 2009/534 reg.4(a) (March

21, 2009)

Financial Services and Markets Act 2000 Page 365
2 Word substituted by Financial Services and Markets Act 2000 (Controllers) Regulations 2009/534 reg.4(b)(i)

(March 21, 2009)

3 Word substituted by Financial Services and Markets Act 2000 (Controllers) Regulations 2009/534 reg.4(b)(ii)

(March 21, 2009)

4 Word substituted by Financial Services and Markets Act 2000 (Controllers) Regulations 2009/534 reg.4(c) (March

21, 2009)

5 Word substituted by Financial Services and Markets Act 2000 (Controllers) Regulations 2009/534 reg.4(d)(i)

(March 21, 2009)

6 Words substituted by Financial Services and Markets Act 2000 (Controllers) Regulations 2009/534 reg.4(d)(ii)

(March 21, 2009)

Commencement

Pt XII s. 192(a): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Pt XII s. 192(b)-(e): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XII s. 192(a)-(e): United Kingdom 

[ PART 12A

POWERS EXERCISABLE IN RELATION TO PARENT UNDERTAKINGS

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

[ Introductory ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Financial Services and Markets Act 2000 Page 366
Law In Force

[ 192A Meaning of “qualifying authorised person”

(1) In this Part “qualifying authorised person” means an authorised person satisfying the following

conditions.

(2) Condition A is that the authorised person is a body corporate incorporated in the United Kingdom.

(3) Condition B is that the authorised person is—

(a) a PRA-authorised person, or

(b) an investment firm.

(4) The Treasury may by order—

(a) amend subsection (3) so as to add to or restrict the descriptions of authorised person

who can be qualifying authorised persons, or

(b) provide that while the order is in force subsection (3) is not to have effect.

(5) Except as provided by subsection (6), an order under subsection (4) is not to be made unless a

draft of the order has been laid before Parliament and approved by a resolution of each House.

(6) An order under subsection (4) may be made without a draft having been laid and approved as

mentioned in subsection (5) if the order contains a statement that the Treasury are of the opinion

that, by reason of urgency, it is necessary to make the order without a draft being so laid and

approved.

(7) An order under subsection (4) made in accordance with subsection (6)—

(a) must be laid before Parliament after being made, and

(b) ceases to have effect at the end of the relevant period unless before the end of that period

the order is approved by a resolution of each House of Parliament (but without affecting

anything done under the order or the power to make a new order).

(8) The “relevant period”is a period of 28 days beginning with the day on which the order is made.

(9) In calculating the relevant period no account is to be taken of any time during which Parliament

is dissolved or prorogued or during which both Houses are adjourned for more than 4 days.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192A(1)-(9): United Kingdom 

Financial Services and Markets Act 2000 Page 367
Law In Force

[ 192B Meaning of “qualifying parent undertaking”

(1) The parent undertaking of a qualifying authorised person or recognised UK investment exchange

is for the purposes of this Part a “qualifying parent undertaking” if the following conditions are

satisfied in relation to it.

(2) Condition A is that the parent undertaking is a body corporate which—

(a) is incorporated in the United Kingdom, or

(b) has a place of business in the United Kingdom.

(3) Condition B is that the parent undertaking is not itself an authorised person, a recognised

investment exchange or a recognised clearing house.

(4) Condition C is that the parent undertaking is a financial institution of a kind prescribed by the

Treasury by order.

(5) “Recognised UK investment exchange” means a recognised investment exchange that is not

an overseas investment exchange as defined in section 313(1).

(6) The Treasury may by order—

(a) amend subsection (4) by omitting the words “a financial institution”, and

(b) make any amendment of subsection (2) that they consider desirable in connection with

an amendment made under paragraph (a).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192B(1)-(6)(b): United Kingdom 

[ Power of direction ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Financial Services and Markets Act 2000 Page 368
Law In Force

[ 192C Power to direct qualifying parent undertaking

(1) The appropriate regulator may give a direction under this section to a qualifying parent

undertaking if either the general condition or the consolidated supervision condition is satisfied.

(2) The general condition is that the appropriate regulator considers that it is desirable to give the

direction in order to advance—

(a) in the case of the FCA, one or more of its operational objectives;

(b) in the case of the PRA, any of its objectives.

(3) The consolidated supervision condition is that—

(a) the appropriate regulator is the competent authority for the purpose of consolidated

supervision that is required, in relation to some or all of the members of the group of a

qualifying authorised person, in pursuance of any of the directives mentioned in section

3M(3), and

(b) the appropriate regulator considers that the giving of the direction is desirable for the

purpose of the effective consolidated supervision of the group.

(4) In subsection (3)(a) “consolidated supervision” includes supplemental supervision.

(5) In deciding whether to give a direction under this section, a regulator must have regard—

(a) to the desirability where practicable of exercising its powers in relation to authorised

persons or recognised investment exchanges rather than its powers under this section, and

(b) to the principle that a burden or restriction which is imposed on a person should be

proportionate to the benefits, considered in general terms, which are expected to result from

its imposition.

(6) “The appropriate regulator” means—

(a) where a direction relates to a qualifying authorised person or recognised investment

exchange who is a PRA-authorised person, the FCA or the PRA;

(b) in any other case, the FCA.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192C(1)-(6)(b): United Kingdom 

Law In Force

[ 192D Requirements that may be imposed

(1) A direction under section 192C may require the parent undertaking—

(a) to take specified action, or

Financial Services and Markets Act 2000 Page 369
(b) to refrain from taking specified action.

(2) A requirement may be imposed by reference to the parent undertaking's relationship with—

(a) its group, or

(b) other members of its group.

(3) A requirement may refer to the past conduct of the parent undertaking (for example, by requiring

the parent undertaking to review or take remedial action in respect of past conduct).

(4) A requirement imposed by the direction may be expressed to expire at the end of a specified

period, but the imposition of a requirement that expires at the end of a specified period does not

affect the power to give a further direction imposing a new requirement.

(5) The direction—

(a) may be revoked by the regulator which gave it by written notice to the body to which

it is given, and

(b) ceases to be in force if the body to which it is given ceases to be a qualifying parent

undertaking.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192D(1)-(5)(b): United Kingdom 

Law In Force

[ 192E Direction: procedure

(1) If a regulator proposes to give a direction under section 192C, or gives such a direction with

immediate effect, it must give written notice to—

(a) the parent undertaking to which the direction is given (or to be given) (“P”), and

(b) any authorised person or recognised investment exchange who will, in the opinion of

the regulator, be significantly affected by the direction.

(2) In the following provisions of this section “notified person” means a person to whom notice

under subsection (1) is given.

(3) A direction under section 192C takes effect—

(a) immediately, if the notice under subsection (1) states that that is the case,

(b) on such other date as may be specified in the notice, or

(c) if no date is specified in the notice, when the matter to which the notice relates is no

longer open to review.

Financial Services and Markets Act 2000 Page 370
(4) A direction may be expressed to take effect immediately (or on a specified date) only if the

regulator reasonably considers that it is necessary for the direction to take effect immediately (or

on that date).

(5) The notice under subsection (1) must—

(a) give details of the direction,

(b) state the regulator's reasons for the direction and for its determination as to when the

direction takes effect,

(c) inform the notified person that the person may make representations to the regulator

within such period as may be specified in the notice (whether or not the notified person has

referred the matter to the Tribunal), and

(d) inform the notified person of the person's right to refer the matter to the Tribunal.

(6) The regulator may extend the period allowed under the notice for making representations.

(7) If, having considered any representations made by any notified person, the regulator decides—

(a) to give the direction proposed, or

(b) if the direction has been given, not to revoke the direction,

it must give each of the notified persons written notice.

(8) If, having considered any representations made by any notified person, the regulator decides—

(a) not to give the direction proposed,

(b) to give a different direction, or

(c) to revoke a direction which has effect,

it must give each of the notified persons written notice.

(9) A notice given under subsection (7) must inform the notified person of the person's right to

refer the matter to the Tribunal.

(10) A notice under subsection (8)(b) must comply with subsection (5).

(11) If a notice informs the notified person of the person's right to refer a matter to the Tribunal, it

must give an indication of the procedure on such a reference.

(12) For the purposes of subsection (3)(c), whether a matter is open to review is to be determined

in accordance with section 391(8).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192E(1)-(12): United Kingdom 

Financial Services and Markets Act 2000 Page 371
Law In Force

[ 192F Consultation between regulators

(1) Before the PRA gives a notice under section 192E(1) or (8)(b), it must consult the FCA.

(2) Before the FCA gives a notice under section 192E(1) or (8)(b) in relation to the parent

undertaking of a PRA-authorised person, the FCA must consult the PRA.

(3) Before either regulator gives a notice under section 192E(1) or (8)(b) in relation to the parent

undertaking of a recognised clearing house, the regulator must consult the Bank of England.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192F(1)-(3): United Kingdom 

Law In Force

[ 192G References to Tribunal

(1) A notified person who is aggrieved by the exercise by either regulator of its powers in relation

to directions under section 192C may refer the matter to the Tribunal.

(2) “Notified person” is to be read in accordance with subsection (2) of section 192E, except that

it includes a person to whom a notice under subsection (1) of that section ought to have been given.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192G(1)-(2): United Kingdom 

Law In Force

[ 192H Statement of policy: directions under section 192C

(1) Each regulator must prepare and issue a statement of policy with respect to the giving of

directions under section 192C.

Financial Services and Markets Act 2000 Page 372
(2) A regulator may at any time alter or replace a statement issued under this section.

(3) If a statement issued under this section is altered or replaced, the regulator must issue the altered

or replacement statement.

(4) In exercising or deciding whether to exercise its power under section 192C in any particular

case, a regulator must have regard to any statement published under this section and for the time

being in force.

(5) A statement under this section must be published by the regulator concerned in the way appearing

to the regulator to be best calculated to bring it to the attention of the public.

(6) A regulator may charge a reasonable fee for providing a person with a copy of a statement

published under this section.

(7) A regulator must, without delay, give the Treasury a copy of any statement which the regulator

publishes under this section.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192H(1)-(7): United Kingdom 

Law In Force

[ 192I Statement of policy relating to directions: procedure

(1) Before issuing a statement of policy under section 192H, a regulator (“the issuing regulator”)

must—

(a) consult the other regulator and the Bank of England, and

(b) publish a draft of the proposed statement in the way appearing to the issuing regulator

to be best calculated to bring it to the attention of the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the issuing regulator within a specified time.

(3) Before issuing the proposed statement, the issuing regulator must have regard to any

representations made to it in accordance with subsection (2).

(4) If the issuing regulator issues the proposed statement it must publish an account, in general

terms, of—

(a) the representations made to it in accordance with subsection (2), and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (2) in a way which is, in the

opinion of the issuing regulator, significant, the issuing regulator—

Financial Services and Markets Act 2000 Page 373
(a) must before issuing it consult the other regulator again, and

(b) must (in addition to complying with subsection (4)), publish details of the difference.

(6) The issuing regulator may charge a reasonable fee for providing a person with a draft published

under subsection (1)(b).

(7) This section also applies to a proposal to alter or replace a statement.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192I(1)-(7): United Kingdom 

[ Rules requiring provision of information by parent undertakings]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Law In Force

[ 192J Rules requiring provision of information by parent undertakings

(1) The appropriate regulator may make rules requiring qualifying parent undertakings—

(a) to provide to the regulator information of a specified description;

(b) to produce to the regulator documents of a specified description.

(2) The rules may only specify a description of information or documents that is relevant to the

exercise by the regulator of its functions.

(3) The rules may make provision—

(a) as to the time within which information must be provided or documents produced;

(b) about the form in which any information is to provided;

(c) about the place where any documents are to be produced;

(d) requiring information provided to be verified in a specified manner;

(e) requiring documents produced to be authenticated in a specified manner.

(4) “The appropriate regulator” means—

Financial Services and Markets Act 2000 Page 374
(a) in relation to the parent undertaking of a qualifying authorised person who is a

PRA-authorised person, the FCA or the PRA;

(b) in any other case, the FCA.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192J(1)-(4)(b): United Kingdom 

[ Failure to comply with direction or breach of rules]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Law In Force

[ 192K Power to impose penalty or issue censure

(1) This section applies if a regulator is satisfied that a person who is or has been a qualifying parent

undertaking (“P”) has contravened—

(a) a requirement of a direction given to P by that regulator under section 192C, or

(b) a provision of rules made by that regulator under section 192J.

(2) The regulator may impose a penalty of such amount as it considers appropriate on—

(a) P, or

(b) any person who was knowingly concerned in the contravention.

(3) The regulator may, instead of imposing a penalty on a person, publish a statement censuring

the person.

(4) The regulator may not take action against a person under this section after the end of the limitation

period unless, before the end of that period, it has given a warning notice to the person under section

192L.

(5) “The limitation period” means the period of 3 years beginning with the first day on which the

regulator knew of the contravention.

Financial Services and Markets Act 2000 Page 375
(6) For this purpose a regulator is to be treated as knowing of a contravention if it has information

from which the contravention can reasonably be inferred.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192K(1)-(6): United Kingdom 

Law In Force

[ 192L Procedure and right to refer to Tribunal

(1) If a regulator proposes to take action against a person under section 192K, it must give the

person a warning notice.

(2) A warning notice about a proposal to impose a penalty must state the amount of the penalty.

(3) A warning notice about a proposal to publish a statement must set out the terms of the statement.

(4) If the regulator decides to take action against a person under section 192K, it must give the

person a decision notice.

(5) A decision notice about the imposition of a penalty must state the amount of the penalty.

(6) A decision notice about the publication of a statement must set out the terms of the statement.

(7) If the regulator decides to take action against a person under section 192K, the person may refer

the matter to the Tribunal.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192L(1)-(7): United Kingdom 

Financial Services and Markets Act 2000 Page 376
Law In Force

[ 192M Duty on publication of statement

After a statement under section 192K(3) is published, the regulator must send a copy of the statement

to—

(a) the person in respect of whom it is made, and

(b) any person to whom a copy of the decision notice was given under section 393(4).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192M(a)-(b): United Kingdom 

Law In Force

[ 192N Imposition of penalties under section 192K: statement of policy

(1) Each regulator must prepare and issue a statement of policy with respect to—

(a) the imposition of penalties under section 192K, and

(b) the amount of penalties under that section.

(2) A regulator's policy in determining what the amount of a penalty should be must include having

regard to—

(a) the seriousness of the contravention,

(b) the extent to which the contravention was deliberate or reckless, and

(c) whether the person on whom the penalty is to be imposed is an individual.

(3) A regulator may at any time alter or replace a statement issued under this section.

(4) If a statement issued under this section is altered or replaced, the regulator must issue the altered

or replacement statement.

(5) In exercising, or deciding whether to exercise, a power under section 192K(2) in the case of

any particular contravention, a regulator must have regard to any statement of policy published

under this section and in force at a time when the contravention occurred.

(6) A statement under this section must be published by the regulator concerned in the way appearing

to the regulator to be best calculated to bring it to the attention of the public.

(7) A regulator may charge a reasonable fee for providing a person with a copy of the statement

published under this section.

(8) A regulator must, without delay, give the Treasury a copy of any statement which it publishes

under this section.

(9) Section 192I applies in relation to a statement under this section as it applies in relation to a

statement under section 192H.

Financial Services and Markets Act 2000 Page 377
]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.27 (January 24, 2013: insertion has effect on January 24, 2013

for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purpose of the preperation

and issue of statements of policy under 2000 c.8 ss 192H and 192N and the making of rules as specified in SI

2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1,

2013 otherwise)

Extent

Pt XIIA s. 192N(1)-(9): United Kingdom 

PART XIII

INCOMING FIRMS: INTERVENTION BY [ FCA or PRA ]

1

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.30 (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Interpretation

Law In Force

193.— Interpretation of this Part.

(1) In this Part–

“additional procedure” means the procedure described in section 199;

“incoming firm” means–

(a) an EEA firm which is exercising, or has exercised, its right to carry on a regulated

activity in the United Kingdom in accordance with Schedule 3; or

[ (aa) an EEA UCITS which is a recognised scheme under section 264 ; [...]2]

1

[ (ab) an EEA AIFM which is exercising, or has exercised, its right to market an

AIF in the United Kingdom in accordance with Schedule 3; or ]

2

(b) a Treaty firm which is exercising, or has exercised, its right to carry on a

regulated activity in the United Kingdom in accordance with Schedule 4; and

“power of intervention” means the power conferred on [ the FCA or the PRA ]

3

 by section

196.

[ (1A) In the definition of “incoming firm” references to an EEA UCITS include, in a case where

the UCITS is not a body corporate, references to its management company. ]

4

(2) In relation to an incoming firm which is an EEA firm [ or an EEA UCITS ]

5

 , expressions

used in this Part and in Schedule 3 have the same meaning in this Part as they have in that Schedule.

Financial Services and Markets Act 2000 Page 378
Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(7)(a)

(July 1, 2011)

2 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.11 (July 22, 2013: insertion

has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.31 (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

4 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(7)(b)

(July 1, 2011)

5 Words inserted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt

2 reg.2(7)(c) (July 1, 2011)

Commencement

Pt XIII s. 193(1)-(2): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XIII s. 193(1)-(2): United Kingdom 

Law In Force

194.— General grounds on which power of intervention is exercisable.

(1) The [ appropriate regulator ]

1

 may exercise its power of intervention in respect of an incoming

firm if it appears to it that–

(a) the firm has contravened, or is likely to contravene, a requirement which is imposed

on it by or under this Act (in a case where the [ appropriate regulator ]

1

 is responsible for

enforcing compliance in the United Kingdom);

(b) the firm has, in purported compliance with any requirement imposed by or under this

Act, knowingly or recklessly given the Authority information which is false or misleading

in a material particular; or

[ (c) it is desirable to exercise the power in order to [ advance— ]

3

[ (i) in the case of the FCA, one or more of its operational objectives, and

(ii) in the case of the PRA, any of its objectives. ]

3

]

2

[(1A) For the purposes of subsection (1)(c) it does not matter whether there is a relationship between

the incoming firm and the persons whose interests will be protected by the exercise of the power

of intervention. ]

4

[ (1B) “The appropriate regulator” means—

(a) where the incoming firm is a PRA-authorised person, the FCA or the PRA;

(b) in any other case, the FCA.

]

5

(2)-(4) [...]6

[ (5) The FCA may exercise its power of intervention in respect of an EEA AIFM if it appears to

the FCA that the EEA AIFM has contravened, or is likely to contravene, a requirement imposed

by—

Financial Services and Markets Act 2000 Page 379
(a) the Alternative Investment Fund Managers Regulations 2013; or

(b) any directly applicable EU regulation made under the alternative investment fund

managers directive.

]

7

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.32(2)(a) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

2

Substituted by Financial Services Act 2010 c. 28 s.3(5)(a) (June 8, 2010)

3

S.194(1)(c)(i), (ii) and word substituted for words by Financial Services Act 2012 c. 21 Sch.4(4) para.32(2)(b)

(February 27, 2013 for the purpose of making orders or regulations; April 1, 2013 otherwise)

4 Added by Financial Services Act 2010 c. 28 s.3(5)(b) (June 8, 2010)

5 Added by Financial Services Act 2012 c. 21 Sch.4(4) para.32(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

6 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(3) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI 2013/1998

art.11(3))

7 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.12 (July 22, 2013: insertion

has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Commencement

Pt XIII s. 194(1)-(4): September 3, 2001 for the purposes of requirements mentioned in 2000 c.8 s.196 taking effect

not sooner than December 1, 2001, the coming into force date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c.

8 Pt II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XIII s. 194(1)-(5)(b): United Kingdom 

Law In Force

[ 194A.— Contravention by relevant EEA firm with UK branch of requirement under

markets in financial instruments directive: [ appropriate regulator ]

2

 primarily responsible

for securing compliance

(1) This section applies if—

(a) a relevant EEA firm has a branch in the United Kingdom; and

(b) [the appropriate regulator]

3

 ascertains that the firm has contravened, or is contravening,

a requirement falling within subsection (3) (in a case to which Article 62.2 of the markets

in financial instruments directive applies).

(2) “Relevant EEA firm” means an EEA firm falling within paragraph 5(a) or (b) of Schedule 3

which is exercising in the United Kingdom an EEA right deriving from the markets in financial

instruments directive.

(3) A requirement falls within this subsection if it is imposed on the firm—

(a) by any provision of or made under this Act which implements the markets in financial

instruments directive; or

(b) by any directly applicable Community regulation made under that directive.

(4) [ The appropriate regulator ]

3

 must give the firm written notice which—

Financial Services and Markets Act 2000 Page 380
(a) requires the firm to put an end to the contravention;

(b) states that [the appropriate regulator's]

3

 power of intervention will become exercisable

in relation to the firm if the firm continues the contravention; and

(c) indicates any requirements that [ the appropriate regulator ]

3

 proposes to impose on

the firm in exercise of its power of intervention in the event of the power becoming

exercisable.

(5) [ The appropriate regulator ]

3

 may exercise its power of intervention in respect of the firm if—

(a) a reasonable time has expired since the giving of the notice under subsection (4);

(b) the firm has failed to put an end to the contravention within that time; and

(c) [the appropriate regulator]

3

 has informed the firm's home state regulator of its intention

to exercise its power of intervention in respect of the firm.

(6) Subsection (5) applies whether or not [ the appropriate regulator's]

3

 power of intervention is

also exercisable as a result of section 194.

(7) If [ the appropriate regulator ]

3

 exercises its power of intervention in respect of a relevant EEA

firm by virtue of subsection (5), it must at the earliest opportunity inform the firm's home state

regulator [ , ESMA ]

4

 and the Commission of—

(a) the fact that [ the appropriate regulator ]

3

 has exercised that power in respect of the

firm; and

(b) any requirements it has imposed on the firm in exercise of the power.

[ (8) If the firm has failed to put an end to the contravention as described in subsection (5)(b), [ the

appropriate regulator ]

3

 may refer the matter to ESMA (and ESMA may act in accordance with

the powers conferred on it under Article 19 of Regulation (EU) No. 1095/2010 of the European

Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority

(European Securities and Markets Authority6)). ]

5

[ (9) Subsection (4) is not to be regarded as requiring the PRA to take action in relation to the

contravention of a requirement falling within subsection (3) in a case where it is satisfied that the

FCA is required to act, and is acting or has acted, under subsection (4)—

(a) in relation to that requirement, or

(b) where that requirement is imposed by rules made by the PRA, in relation to an identical

requirement imposed by rules made by the FCA.

(10) “The appropriate regulator” means—

(a) where the relevant EEA firm is a PRA-authorised person, the FCA or, subject to

subsection (9), the PRA;

(b) in any other case, the FCA.

]

7

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.1 para.2 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.33(4) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.33(2) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

4 Words inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(7)(a) (April 16, 2012)

Financial Services and Markets Act 2000 Page 381
5 Added by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(7)(b) (April 16, 2012)

6 O.J. No. L331, 15.12.2010 p.84

7 Added by Financial Services Act 2012 c. 21 Sch.4(4) para.33(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

Extent

Pt XIII s. 194A(1)-(10)(b): United Kingdom 

P Partially In Force

195.— Exercise of power in support of overseas regulator.

(1) The [ appropriate regulator ]

1

 may exercise its power of intervention in respect of an incoming

firm at the request of, or for the purpose of assisting, an overseas regulator.

(2) Subsection (1) applies whether or not the [ appropriate regulator's]

2

 power of intervention is

also exercisable as a result of section 194.

[ (2A) “The appropriate regulator” means—

(a) where the incoming firm is a PRA-authorised person, the FCA or the PRA;

(b) in any other case, the FCA.

]

3

(3) “An overseas regulator” means an authority in a country or territory outside the United Kingdom–

(a) which is a home state regulator; or

(b) which exercises any function of a kind mentioned in subsection (4).

(4) The functions are–

(a) a function corresponding to any function of [ either regulator ]

4

 under this Act;

(b) [...]5

(c) a function corresponding to any function exercised by the Secretary of State under [ the

Companies Acts (as defined in section 2 of the Companies Act 2006) ]

6

;

(d) a function in connection with–

(i) the investigation of conduct of the kind prohibited by Part V of the Criminal

Justice Act 1993 (insider dealing); or

(ii) the enforcement of rules (whether or not having the force of law) relating to

such conduct;

(e) a function prescribed by regulations made for the purposes of this subsection which, in

the opinion of the Treasury, relates to companies or financial services.

(5) If–

(a) a request to the [ appropriate regulator ]

7

 for the exercise of its power of intervention

has been made by a home state regulator in pursuance of [ an EU ]

8

 obligation, or

(b) a home state regulator has notified the [ appropriate regulator ]

7

 that an EEA firm's

EEA authorisation has been withdrawn,

the [ appropriate regulator ]

7

 must, in deciding whether or not to exercise its power of intervention,

consider whether exercising it is necessary in order to comply with [ an EU ]

8

 obligation.

(6) In deciding in any case in which the [ appropriate regulator]

7

 does not consider that the exercise

of its power of intervention is necessary in order to comply with [ an EU ]

8

 obligation, it may take

into account in particular–

Financial Services and Markets Act 2000 Page 382
(a) whether in the country or territory of the overseas regulator concerned, corresponding

assistance would be given to a United Kingdom regulatory authority;

(b) whether the case concerns the breach of a law, or other requirement, which has no close

parallel in the United Kingdom or involves the assertion of a jurisdiction not recognised by

the United Kingdom;

(c) the seriousness of the case and its importance to persons in the United Kingdom;

(d) whether it is otherwise appropriate in the public interest to give the assistance sought.

(7) The [ appropriate regulator ]

7

 may decide not to exercise its power of intervention, in response

to a request, unless the regulator concerned undertakes to make such contribution to the cost of its

exercise as the [ appropriate regulator ]

7

 considers appropriate.

(8) Subsection (7) does not apply if the [ appropriate regulator ]

7

 decides that it is necessary for

it to exercise its power of intervention in order to comply with [ an EU ]

8

 obligation.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.34(2) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.34(3) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

3 Added by Financial Services Act 2012 c. 21 Sch.4(4) para.34(4) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.34(5)(a) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

5 Repealed by Financial Services Act 2012 c. 21 Sch.4(4) para.34(5)(b) (April 1, 2013: February 27, 2013 for the

purpose of making orders or regulations; April 1, 2013 otherwise)

6 Words substituted by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional

Provisions and Savings) Order 2007/2194 Sch.4(3) para.92 (October 1, 2007)

7 Word substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.34(6) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

8 Words substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(e) (April 22,

2011)

Commencement

Pt XIII s. 195(1)-(8): September 3, 2001 for the purposes of requirements mentioned in 2000 c.8 s.196 taking effect

not sooner than December 1, 2001, the coming into force date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c.

8 Pt II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XIII s. 195(1)-(8): United Kingdom 

Law In Force

!

Amendment(s) Pending

[ 195A.— Contravention by relevant EEA firm [ , EEA UCITS or EEA AIFM ]

2

 of directive

requirements: home state regulator primarily responsible for securing compliance

(1) This section applies if [ the appropriate regulator ]

3

 has clear and demonstrable grounds for

believing—

Financial Services and Markets Act 2000 Page 383
(a) that a relevant EEA firm has contravened, or is contravening, a requirement falling

within subsection (2) (in a case to which Article 62.1 or 62.3 of the markets in financial

instruments directive applies);

(b) that a relevant EEA UCITS has contravened, or is contravening, a requirement falling

within subsection (3) (in a case to which Article 108.4 of the UCITS directive applies) [ ;

or ]

4

[ (c) that an EEA AIFM has contravened, or is contravening, a requirement falling within

subsection (3A) (in a case to which Article 45.7 or 45.8 of the alternative investment fund

managers directive applies). ]

4

(2) A requirement falls within this subsection if it is imposed on the firm—

(a) by or under any provision adopted in the firm's home state for the purpose of

implementing the markets in financial instruments directive; or

(b) by any directly applicable Community regulation made under that directive.

(3) A requirement falls within this subsection if it is imposed on the EEA UCITS—

(a) by or under any provision adopted in the home state of the EEA UCITS for the purpose

of implementing the UCITS directive; or

(b) by any directly applicable Community regulation or decision made under that directive.

[ (3A) A requirement falls within this subsection if it is imposed on the EEA AIFM—

(a) by or under any provision adopted in the AIFM's home state for the purpose of

implementing the alternative investment fund managers directive; or

(b) by any directly applicable EU regulation made under that directive.

]

5

(4) [ The appropriate regulator ]

3

 must notify the home state regulator of the firm or EEA UCITS

in writing of the situation mentioned in subsection (1).

(5) The notice under subsection (4) must—

(a) request that the home state regulator take all appropriate measures for the purpose of

ensuring that the firm or EEA UCITS puts an end to the contravention;

(b) state that [ the appropriate regulator's]

3

 powers of intervention are likely to become

exercisable in relation to the firm or EEA UCITS if it continues the contravention; and

(c) indicate any requirements that [ the appropriate regulator ]

3

 proposes to impose on the

firm or EEA UCITS in exercise of its power of intervention in the event of the power

becoming exercisable.

(6) [ The appropriate regulator ]

3

 may exercise its power of intervention in respect of the firm or

EEA UCITS if—

(a) a reasonable time has expired since the giving of the notice under subsection (4); and

(b) conditions A to C are satisfied.

(7) Condition A is that—

(a) the home state regulator of the firm or EEA UCITS has failed or refused to take measures

for the purpose mentioned in subsection (5)(a); or

(b) any measures taken by the home state regulator have proved inadequate for that purpose.

[ (8) Condition B is—

(a) in the case of a relevant EEA firm, that the firm is acting in a manner which is clearly

prejudicial to the interests of investors in the United Kingdom or the orderly functioning

of the markets;

Financial Services and Markets Act 2000 Page 384
(b) in the case of an EEA UCITS, that the EEA UCITS is acting in a manner which is

clearly prejudicial to the interests of investors in the United Kingdom; or

(c) in the case of an EEA AIFM, that the AIFM is acting in a manner which is clearly

prejudicial to the interests of investors in the United Kingdom or the financial stability or

integrity of the markets in the United Kingdom.

]

6

(9) Condition C is that [ the appropriate regulator ]

3

 has informed the home state regulator of the

firm or EEA UCITS of its intention to exercise its power of intervention in respect of the firm or

EEA UCITS.

(10) Subsection (6) applies whether or not [ the appropriate regulator's]

3

 power of intervention

is also exercisable as a result of section 194 or 195.

(11) If [ the appropriate regulator ]

3

 exercises its power of intervention in respect of a relevant

EEA firm or EEA UCITS by virtue of subsection (6), it must at the earliest opportunity inform [

ESMA and ]

7

 the Commission of—

(a) the fact that [ the appropriate regulator ]

3

 has exercised that power in respect of that

firm or EEA UCITS; and

(b) any requirements it has imposed on the firm or EEA UCITS in exercise of the power.

[ (11A) If circumstances exist which enable [ the appropriate regulator ]

3

 to exercise its power of

intervention under subsection (6), [ the appropriate regulator ]

3

 may refer the matter to ESMA

(and ESMA may act in accordance with the powers conferred on it under Article 19 of Regulation

(EU) No. 1095/2010 of the European Parliament and of the Council of 24 November 2010

establishing a European Supervisory Authority (European Securities and Markets Authority)). ]

8

[ (11B) Subsection (4) is not to be regarded as requiring the PRA to notify the home state regulator

in relation to the contravention of a requirement falling within subsection (2) [ , (3) or (3A) ]

10 in

a case where the PRA is satisfied that the FCA is required to act, and is acting or has acted, under

subsection (4) in relation to that requirement. ]

9

(12) In this section—

[ “the appropriate regulator” means—

(a) [ in the case of a relevant EEA firm which is]

12 a PRA-authorised person, the

FCA or, subject to subsection (11B), the PRA;

(b) in any other case, the FCA;

]

11

“home state” means—

(a) in relation to a relevant EEA firm—

(i) in the case of a firm which is a body corporate, the EEA State in which

the firm has its registered office or, if it has no registered office, its head

office; and

(ii) in any other case, the EEA State in which the firm has its head office;

(b) in relation to a relevant EEA UCITS, the EEA State in which the UCITS is

authorised pursuant to Article 5 of the UCITS directive;

[(c) in relation to an EEA AIFM, the EEA State in which the AIFM has its registered

office; ]

13

“relevant EEA firm” means an EEA firm falling within paragraph 5(a) or (b) of Schedule

3 which is exercising in the United Kingdom a right deriving from the markets in financial

instruments directive;

Financial Services and Markets Act 2000 Page 385
“relevant EEA UCITS” means a UCITS which is authorised pursuant to Article 5 of the

UCITS directive in an EEA State other than the United Kingdom, and references to an EEA

UCITS include, in a case where the UCITS is not a body corporate, references to its

management company.

]

1

Notes

1

Substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(8) (July 1, 2011)

2 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.13(a) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.35(2) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

4 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.13(b) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

5 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.13(c) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

6

Substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.13(d) (July 22, 2013:

substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

7 Words inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(8)(a) (April 16, 2012)

8 Added by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(8)(b) (April 16, 2012)

9 Added by Financial Services Act 2012 c. 21 Sch.4(4) para.35(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

10 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.13(e) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

11 Definition inserted by Financial Services Act 2012 c. 21 Sch.4(4) para.35(4) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

12 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.13(f)(i) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

13 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.13(f)(ii) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Amendments Pending

Pt XIII s. 195A(12) definition of "home state" (c): words substituted by Alternative Investment Fund Managers

(Amendment) Regulations 2013/1797, Sch. 1 para. 1(3) (date to be appointed)

Extent

Pt XIII s. 195A(1)-(12) definition of "relevant EEA UCITS": United Kingdom 

Law In Force

[ 196 The power of intervention

(1) If a regulator is entitled to exercise its power of intervention in respect of an incoming firm

under this Part, it may impose any requirement in relation to the firm which that regulator could

impose if—

(a) the firm's permission was a Part 4A permission; and

(b) the regulator was entitled to exercise its power under section 55L(3) or 55M(3).

Financial Services and Markets Act 2000 Page 386
(2) The FCA must consult the PRA before exercising its powers by virtue of this section in relation

to—

(a) a PRA-authorised person, or

(b) a member of a group which includes a PRA-authorised person.

(3) The PRA must consult the FCA before exercising its powers by virtue of this section.

]

1

Notes

1

Substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.36 (February 27, 2013: substitution has effect

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Commencement

Pt XIII s. 196(a)-(b): September 3, 2001 for the purposes of requirements mentioned in 2000 c.8 s.196 taking effect

not sooner than December 1, 2001, the coming into force date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c.

8 Pt II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XIII s. 196(1)-(b): United Kingdom 

Exercise of power of intervention

Law In Force

197.— Procedure on exercise of power of intervention.

(1) A requirement takes effect–

(a) immediately, if the notice given under subsection (3) states that that is the case;

(b) on such date as may be specified in the notice; or

(c) if no date is specified in the notice, when the matter to which it relates is no longer open

to review.

(2) A requirement may be expressed to take effect immediately (or on a specified date) only if the

[ regulator ]

1

 , having regard to the ground on which it is exercising its power of intervention,

considers that it is necessary for the requirement to take effect immediately (or on that date).

(3) If [ a regulator ]

2

 proposes to impose a requirement under section 196 on an incoming firm,

or imposes such a requirement with immediate effect, it must give the firm written notice.

(4) The notice must–

(a) give details of the requirement;

(b) inform the firm of when the requirement takes effect;

(c) state the [ regulator's]

3

 reasons for imposing the requirement and for its determination

as to when the requirement takes effect;

(d) inform the firm that it may make representations to the [regulator]

4

 within such period

as may be specified in the notice (whether or not it has referred the matter to the Tribunal);

and

(e) inform it of its right to refer the matter to the Tribunal.

(5) The [ regulator ]

5

 may extend the period allowed under the notice for making representations.

Financial Services and Markets Act 2000 Page 387
(6) If, having considered any representations made by the firm, the [ regulator ]

5

 decides–

(a) to impose the requirement proposed, or

(b) if it has been imposed, not to rescind the requirement,

it must give it written notice.

(7) If, having considered any representations made by the firm, the [ regulator ]

5

 decides–

(a) not to impose the requirement proposed,

(b) to impose a different requirement from that proposed, or

(c) to rescind a requirement which has effect,

it must give it written notice.

(8) A notice given under subsection (6) must inform the firm of its right to refer the matter to the

Tribunal.

(9) A notice under subsection (7)(b) must comply with subsection (4).

(10) If a notice informs a person of his right to refer a matter to the Tribunal, it must give an

indication of the procedure on such a reference.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.37(2) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.37(3) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.37(4)(a) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.37(4)(b) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

5 Word substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.37(5) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Commencement

Pt XIII s. 197(1)-(10): September 3, 2001 for the purposes of requirements mentioned in 2000 c.8 s.196 taking effect

not sooner than December 1, 2001, the coming into force date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c.

8 Pt II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XIII s. 197(1)-(10): United Kingdom 

Law In Force

198.— Power to apply to court for injunction in respect of certain overseas insurance

companies.

(1) This section applies if the [ appropriate regulator ]

1

 has received a request made in respect of

an incoming EEA firm in accordance with–

(a) Article 20.5 of the first non-life insurance directive; [...]2

[ (b) Article 37.5 of the life assurance consolidation directive [ ; or ]

4

]

3

[ (c) Article 42.4 of the reinsurance directive. ]

4

Financial Services and Markets Act 2000 Page 388
(2) The court may, on an application made to it by the [ appropriate regulator ]

1

 with respect to

the firm, grant an injunction restraining (or in Scotland an interdict prohibiting) the firm disposing

of or otherwise dealing with any of its assets.

(3) If the court grants an injunction, it may by subsequent orders make provision for such incidental,

consequential and supplementary matters as it considers necessary to enable the [ appropriate

regulator ]

1

 to perform any of its functions under this Act.

[ (3A) “The appropriate regulator” means whichever regulator is, at the time when the request is

received, the competent authority for the purposes of the provision referred to in subsection (1)(a),

(b) or (c). ]

5

(4) “The court” means–

(a) the High Court; or

(b) in Scotland, the Court of Session.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.38(2) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

2 Word repealed by Reinsurance Directive Regulations 2007/3253 Sch.1 para.3(a) (December 10, 2007)

3

Substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379 Pt

2 reg.6(3) (January 11, 2005)

4 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.3(b) (December 10, 2007)

5 Added by Financial Services Act 2012 c. 21 Sch.4(4) para.38(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

Commencement

Pt XIII s. 198(1)-(4)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XIII s. 198(1)-(4)(b): United Kingdom 

Law In Force

199.— Additional procedure for EEA firms in certain cases.

(1) This section applies if it appears to [ a regulator ]

1

 that its power of intervention is exercisable

in relation to an EEA firm exercising EEA rights in the United Kingdom (“an incoming EEA firm”)

in respect of the contravention of a relevant requirement.

(2) A requirement is relevant if–

[ (a) it is imposed—

(i) by [ that regulator ]

3

 under this Act, or

(ii) under any directly applicable Community regulation or decision made under a

single market directive; and

]

2

[ (b) as respects its contravention, the single market directive in question provides that a

procedure of the kind set out in the following provisions of this section (so far as they are

relevant in the firm's case) is to apply. ]

4

Financial Services and Markets Act 2000 Page 389
(3) [ The regulator ]

5

 must, in writing, require the firm to remedy the situation.

[ (3A) If the firm falls within [ paragraph 5(da), (f) or (h) of Schedule 3 ]

7

 , [ the regulator ]

5

 must

at the same time as it gives notice to the firm under subsection (3) refer its findings to the firm's

home state regulator.

(3B) Subsections (4) [ and (5) ]

8

 apply to an incoming EEA firm other than a firm falling within

[ paragraph 5(da) of Schedule 3 ]

9

. ]

6

(4) If the firm fails to comply with the requirement under subsection (3) within a reasonable time,

[ the regulator ]

5

 must give a notice to that effect to the firm's home state regulator requesting it–

(a) to take all appropriate measures for the purpose of ensuring that the firm remedies the

situation which has given rise to the notice; and

(b) to inform [ the regulator ]

5

 of the measures it proposes to take or has taken or the

reasons for not taking such measures.

(5) Except as mentioned in subsection (6), [ the regulator ]

5

 may not exercise its power of

intervention [ before informing the firm's home state regulator and ]

10 unless satisfied–

(a) that the firm's home state regulator has failed or refused to take measures for the purpose

mentioned in subsection (4)(a); or

(b) that the measures taken by the home state regulator have proved inadequate for that

purpose.

[ (5A) Subsections (6) to (8) apply to an incoming EEA firm other than a firm falling within

paragraph 5(da) or (h) of Schedule 3. ]

11

(6) If [ the regulator ]

5

 decides that it should exercise its power of intervention in respect of the

incoming EEA firm as a matter of urgency in order to protect the interests of consumers, it may

exercise that power–

(a) before complying with subsections (3) and (4); or

(b) where it has complied with those subsections, before it is satisfied as mentioned in

subsection (5).

(7) In such a case [ the regulator ]

5

 must at the earliest opportunity inform the firm's home state

regulator [ , ESMA ]

12 and the Commission.

(8) If–

(a) [ the regulator ]

5

 has (by virtue of subsection (6)) exercised its power of intervention

before complying with subsections (3) and (4) or before it is satisfied as mentioned in

subsection (5), and

(b) the Commission decides under any of the single market directives [ (other than the

markets in financial instruments directive) ]

13 that [ the regulator ]5

 must rescind or vary

any requirement imposed in the exercise of its power of intervention,

[ the regulator ]

5

 must in accordance with the decision rescind or vary the requirement.

[ (9) In the case of a firm falling within paragraph 5(da) of Schedule 3 , [ the regulator ]

5

 may not

exercise its power of intervention before informing the firm's home state regulator and unless

satisfied—

(a) that the firm's home state regulator has failed or refused to take all appropriate measures

for the purpose of ensuring that the firm remedies the situation which gave rise to the notice

under subsection (3); or

Financial Services and Markets Act 2000 Page 390
(b) that the measures taken by the home state regulator have proved inadequate for that

purpose.

]

14

[ (10) If an incoming EEA firm is exercising EEA rights under the UCITS directive, then [ the

regulator ]

5

 must inform [ ESMA and ]

16 the Commission of any measures it has taken in the

exercise of its power of intervention. ]

15

[ (11) If, in the case of a home state regulator of an incoming EEA firm exercising EEA rights

under the UCITS directive, [ the regulator ]

5

 is satisfied as mentioned in subsection (5), it may

refer the matter to ESMA (and ESMA may act in accordance with the powers conferred on it under

Article 19 of Regulation (EU) No. 1095/2010 of the European Parliament and of the Council of 24

November 2010 establishing a European Supervisory Authority (European Securities and Markets

Authority)). ]

17

[ (12) Subsection (3) is not to be regarded as requiring the PRA to take action in relation to the

contravention of a relevant requirement in a case where it is satisfied that the FCA is required to

act, and is acting or has acted, under subsection (3)—

(a) in relation to that requirement, or

(b) where that requirement is imposed by rules made by the PRA, in relation to an identical

requirement imposed by rules made by the FCA.

]

18

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.39(2) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

2

Substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(9)(a) (July 1, 2011)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.39(3) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

4

Substituted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.4(a) (December 10, 2007)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.39(4) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

6 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.4(b) (December 10, 2007)

7 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.14(a) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

8 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.14(b) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

9 Words repealed by Undertakings for Collective Investment in Transferable Securities (Amendment) Regulations

2012/2015 reg.3 (August 24, 2012)

10 Words inserted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.4(c) (December 10, 2007)

11 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.14(c) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

12 Word inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(9)(a) (April 16, 2012)

13 Words inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.1 para.4 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

14 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.4(d) (December 10, 2007)

15 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(9)(d)

(July 1, 2011)

Financial Services and Markets Act 2000 Page 391
16 Words inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(9)(b) (April 16, 2012)

17 Added by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(9)(c) (April 16, 2012)

18 Added by Financial Services Act 2012 c. 21 Sch.4(4) para.39(5) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

Commencement

Pt XIII s. 199(1)-(8)(b): September 3, 2001 for the purposes of requirements mentioned in 2000 c.8 s.196 taking effect

not sooner than December 1, 2001, the coming into force of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt

II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XIII s. 199(1)-(12)(b): United Kingdom 

Law In Force

[ 199A.— Management companies: loss of authorisation

(1) This section applies in relation to an EEA firm falling within paragraph 5(f) of Schedule 3 (“a

management company”) which is providing services in the United Kingdom in the exercise of an

EEA right deriving from the UCITS directive.

(2) If the [ appropriate regulator ]

2

 has been informed by the home state regulator of the

management company that it is withdrawing the management company's authorisation, the

[ appropriate regulator ]

2

 must exercise its powers under this Act in such manner as it thinks fit to

safeguard the interests of investors in a collective investment scheme managed by the management

company in the United Kingdom.

(3) Measures taken under subsection (2) may include decisions preventing the management company

from initiating any further transactions in the United Kingdom.

[ (4) In this section—

“the appropriate regulator” means whichever of the FCA and the PRA is the competent

authority for the purposes of the UCITS directive;

“collective investment scheme”has the same meaning as in Part 17.

]

3

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(10)

(July 1, 2011)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.40(2) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

3

Substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.40(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

Extent

Pt XIII s. 199A(1)-(4) definition of "collective investment scheme": United Kingdom 

Financial Services and Markets Act 2000 Page 392
Supplemental

Law In Force

200.— Rescission and variation of requirements.

(1) [ Either regulator ]

1

 may rescind or vary a requirement imposed in exercise of its power of

intervention on its own initiative or on the application of the person subject to the requirement.

(2) The power of [ either regulator ]

2

 on its own initiative to rescind a requirement is exercisable

by written notice given by [ the regulator ]

3

 to the person concerned, which takes effect on the

date specified in the notice.

(3) Section 197 applies to the exercise of the power of the [ regulator ]

4

 on its own initiative to

vary a requirement as it applies to the imposition of a requirement.

(4) If the [ regulator ]

4

 proposes to refuse an application for the variation or rescission of a

requirement, it must give the applicant a warning notice.

(5) If [ either regulator ]

5

 decides to refuse an application for the variation or rescission of a

requirement–

(a) [ the regulator ]

6

 must give the applicant a decision notice; and

(b) that person may refer the matter to the Tribunal.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.41(2) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.41(3)(a) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.41(3)(b) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.41(4) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.41(5)(a) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.41(5)(b) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

Commencement

Pt XIII s. 200(1)-(5)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XIII s. 200(1)-(5)(b): United Kingdom 

Law In Force

[ 201 Effect of certain requirements on other persons

If either regulator, in exercising its power of intervention, imposes on an incoming firm a requirement

of the kind mentioned in subsection (4) of section 55P, the requirement has the same effect in

Financial Services and Markets Act 2000 Page 393
relation to the firm as it would have in relation to an authorised person if it had been imposed on

the authorised person by the regulator acting under section 55L or 55M. ]

1

Notes

1

Substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.42 (February 27, 2013: substitution has effect on

February 27, 2013 for the purpose of making orders or regulations subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

Commencement

Pt XIII s. 201: September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XIII s. 201: United Kingdom 

Law In Force

202.— Contravention of requirement imposed under this Part.

(1) Contravention of a requirement imposed by [ a regulator ]

1

 under this Part does not–

(a) make a person guilty of an offence;

(b) make any transaction void or unenforceable; or

(c) (subject to subsection (2)) give rise to any right of action for breach of statutory duty.

(2) In prescribed cases the contravention 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.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.4(4) para.43 (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Commencement

Pt XIII s. 202(1)-(1)(c): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Pt XIII s. 202(2): February 25, 2001 for the purposes of making orders or regulations; September 3, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XIII s. 202(1)-(2): United Kingdom 

Powers of [ Office of Fair Trading ]

1

Notes

1 Words substituted by Enterprise Act 2002 c. 40 Sch.25 para.40(7) (April 1, 2003)

Financial Services and Markets Act 2000 Page 394
R Repealed

203.— [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(4) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI 2013/1998

art.11(4))

R Repealed

204.— [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(4) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI 2013/1998

art.11(4))

PART XIV

DISCIPLINARY MEASURES

Law In Force

[ 204A Meaning of “relevant requirement” and “appropriate regulator”

(1) The following definitions apply for the purposes of this Part.

(2) “Relevant requirement” means a requirement imposed—

(a) by or under this Act, [...]2

(b) by a qualifying EU provision specified, or of a description specified, for the purposes

of this subsection by the Treasury by order [ , or ]

3

[ (c) by the Alternative Investment Fund Managers Regulations 2013. ]

3

(3) The PRA is “the appropriate regulator” in the case of a contravention of—

(a) a requirement that is imposed under any provision of this Act by the PRA;

(b) a requirement under section 56(6) where the authorised person concerned is a

PRA-authorised person and the prohibition order concerned is made by the PRA;

(c) a requirement under section 59(1) or (2) where the authorised person concerned is a

PRA-authorised person and the approval concerned falls to be given by the PRA.

(4) In the case of a contravention of a requirement that is imposed by a qualifying EU provision,

“the appropriate regulator”for the purpose of any provision of this Part is whichever of the PRA

or the FCA (or both) is specified by the Treasury by order in relation to the qualifying EU provision

for the purposes of that provision of this Part.

(5) In the case of a contravention of a requirement where the contravention constitutes an offence,

the “appropriate regulator”is whichever of the PRA or the FCA has power to prosecute the offence

(see section 401).

(6) The FCA is “the appropriate regulator” in the case of a contravention of any other requirement

imposed by or under this Act.

Financial Services and Markets Act 2000 Page 395
(7) The Treasury may by order amend the provisions defining “the appropriate regulator”.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.9(4) para.10 (January 24, 2013: insertion has effect on January

24, 2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as

specified in 2012 c.21 Sch.20 para.7 otherwise)

2 Word repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.15(a) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.15(b) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Pt XIV s. 204A(1)-(7): United Kingdom 

Law In Force

205. Public censure.

If the [ appropriate regulator ]

1

 considers that an authorised person has contravened [ a relevant

requirement imposed on the person, it may ]

2

 publish a statement to that effect.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.11(a) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.11(b) (April 1, 2013)

Commencement

Pt XIV s. 205: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XIV s. 205: United Kingdom 

Law In Force

206.— Financial penalties.

(1) If the [ appropriate regulator]

1

 considers that an authorised person has contravened [ a relevant

requirement imposed on the person, ]

2

 it may impose on him a penalty, in respect of the

contravention, of such amount as it considers appropriate.

(2) [...]3

(3) A penalty under this section is payable to the [ regulator that imposed the penalty ]

4

 .

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.12(2)(a) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.12(2)(b) (April 1, 2013)

3 Repealed by Financial Services Act 2010 c. 28 s.10 (June 8, 2010)

Financial Services and Markets Act 2000 Page 396
4 Word substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.12(3) (April 1, 2013)

Commencement

Pt XIV s. 206(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XIV s. 206(1)-(3): United Kingdom 

Law In Force

[ 206A Suspending permission to carry on regulated activities etc

(1) If the [ appropriate regulator ]

2

 considers that an authorised person has contravened a relevant

requirement imposed on the person, it may—

(a) suspend, for such period as it considers appropriate, any permission which the person

has to carry on a regulated activity; or

(b) impose, for such period as it considers appropriate, such limitations or other restrictions

in relation to the carrying on of a regulated activity by the person as it considers appropriate.

[ (1A) The power conferred by subsection (1) is also exercisable by the FCA if it considers that an

authorised person has contravened a requirement imposed on the person by—

(a) the Payment Services Regulations 2009, or

(b) the Electronic Money Regulations 2011.

]

3

(2) In subsection (1)—

“permission” means any permission that the authorised person has, whether given (or treated

as given) by [ the FCA or the PRA ]

4

 or conferred by any provision of this Act [ . ]

5

(a)-(f) [...]5

(3) The period for which a suspension or restriction is to have effect may not exceed 12 months.

(4) A suspension may relate only to the carrying on of an activity in specified circumstances.

(5) A restriction may, in particular, be imposed so as to require the person concerned to take, or

refrain from taking, specified action.

(6) The [ appropriate regulator ]

6

 may—

(a) withdraw a suspension or restriction; or

(b) vary a suspension or restriction so as to reduce the period for which it has effect or

otherwise to limit its effect.

(7) The power under this section may (but need not) be exercised so as to have effect in relation to

all the regulated activities that the person concerned carries on.

(8) Any one or more of the powers under—

(a) subsection (1)(a) and (b) of this section, and

(b) sections 205 and 206,

may be exercised in relation to the same contravention.

]

1

Financial Services and Markets Act 2000 Page 397
Notes

1 Added by Financial Services Act 2010 c. 28 s.9 (June 8, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.13(2) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Sch.9(4) para.13(3) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.13(4)(a) (April 1, 2013)

5 Definition repealed by Financial Services Act 2012 c. 21 Sch.9(4) para.13(4)(b) (April 1, 2013)

6 Word substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.13(5) (April 1, 2013)

Extent

Pt XIV s. 206A(1)-(8)(b): United Kingdom 

Law In Force

207.— Proposal to take disciplinary measures.

(1) If [ a regulator ]

1

 proposes–

(a) to publish a statement in respect of an authorised person (under section 205 ), [...]2

(b) to impose a penalty on an authorised person (under section 206), [ or ]

2

[ (c) to suspend a permission of an authorised person or impose a restriction in relation to

the carrying on of a regulated activity by an authorised person (under section 206A), ]

2

it must give the authorised person a warning notice.

(2) A warning notice about a proposal to publish a statement must set out the terms of the statement.

(3) A warning notice about a proposal to impose a penalty, must state the amount of the penalty.

[ (4) A warning notice about a proposal to suspend a permission or impose a restriction must state

the period for which the suspension or restriction is to have effect. ]

3

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.14 (April 1, 2013)

2 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.18(2) (June 8, 2010)

3 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.18(3) (June 8, 2010)

Commencement

Pt XIV s. 207(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XIV s. 207(1)-(4): United Kingdom 

Law In Force

208.— Decision notice.

(1) If [ a regulator ]

1

 decides–

(a) to publish a statement under section 205 (whether or not in the terms proposed), [...]2

(b) to impose a penalty under section 206 (whether or not of the amount proposed), [ or ]

2

Financial Services and Markets Act 2000 Page 398
[ (c) to suspend a permission or impose a restriction under section 206A (whether or not

in the manner proposed), ]

2

it must without delay give the authorised person concerned a decision notice.

(2) In the case of a statement, the decision notice must set out the terms of the statement.

(3) In the case of a penalty, the decision notice must state the amount of the penalty.

[ (3A) In the case of a suspension or restriction, the decision notice must state the period for which

the suspension or restriction is to have effect. ]

3

(4) If [ a regulator ]

1

 decides to–

(a) publish a statement in respect of an authorised person under section 205 , [...]4

(b) impose a penalty on an authorised person under section 206, [ or ]

4

[ (c) suspend a permission of an authorised person, or impose a restriction in relation to the

carrying on of a regulated activity by an authorised person, under section 206A, ]

4

the authorised person may refer the matter to the Tribunal.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.15 (April 1, 2013)

2 Repealed by Financial Services Act 2010 c. 28 Sch.2(1) para.19(2) (June 8, 2010)

3 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.19(3) (June 8, 2010)

4 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.19(4) (June 8, 2010)

Commencement

Pt XIV s. 208(1)-(4)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XIV s. 208(1)-(4)(c): United Kingdom 

Law In Force

209. Publication.

After a statement under section 205 is published, [ the regulator concerned ]

1

 must send a copy of

it to the authorised person and to any person on whom a copy of the decision notice was given

under section 393(4).

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.16 (April 1, 2013)

Commencement

Pt XIV s. 209: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XIV s. 209: United Kingdom 

Financial Services and Markets Act 2000 Page 399
Law In Force

210.— Statements of policy.

(1) [ Each regulator ]

1

 must prepare and issue a statement of its policy with respect to–

[ (a) the imposition of penalties, suspensions or restrictions under this Part;

(b) the amount of penalties under this Part; and

(c) the period for which suspensions or restrictions under this Part are to have effect. ]

2

[(1A) Each regulator's policy with respect to the imposition of penalties, suspensions or restrictions

under this Part must include policy with respect to their imposition in relation to conduct which

constitutes or may constitute an offence by virtue of section 23(1A) (authorised persons carrying

on credit-related regulated activities otherwise than in accordance with permission). ]

3

(2) [ A regulator's]

4

 policy in determining what the amount of a penalty should be [ , or what the

period for which a suspension or restriction is to have effect should be, ]

5

 must include having

regard to–

(a) the seriousness of the contravention in question in relation to the nature of the

requirement contravened;

(b) the extent to which that contravention was deliberate or reckless; and

(c) whether [ the person against whom action is to be taken ]

6

 is an individual.

(3) [ A regulator ]

7

 may at any time alter or replace a statement issued [ by it ]

8

 under this section.

(4) If a statement issued under this section is altered or [ replaced by a regulator, the regulator ]

9

must issue the altered or replacement statement.

(5) [ A regulator ]

10 must, without delay, give the Treasury a copy of any statement which it

publishes under this section.

(6) A statement issued under this section [ by a regulator]

11 must be published by the [regulator]12

in the way appearing to the [ regulator ]

12 to be best calculated to bring it to the attention of the

public.

(7) In exercising, or deciding whether to exercise, its power under [section 206 or 206A ]

13 in the

case of any particular contravention, [ a regulator ]

14 must have regard to any statement published

[ by it ]

15 under this section and in force at the time when the contravention in question occurred.

(8) The [ regulator ]

16 may charge a reasonable fee for providing a person with a copy of the

statement.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.17(2) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy; April 1, 2013 otherwise)

2

S.210(1)(a)-(c) substituted for s.210(1)(a)-(b) by Financial Services Act 2010 c. 28 Sch.2(1) para.20(2) (June 8,

2010)

3 Added by Financial Services Act 2012 c. 21 Sch.9(4) para.17(3) (January 24, 2013 for the purpose of the preparation

and issue of a statement of policy; April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.17(4) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy; April 1, 2013 otherwise)

5 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.20(3)(a) (June 8, 2010)

6 Words substituted by Financial Services Act 2010 c. 28 Sch.2(1) para.20(3)(b) (June 8, 2010)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.17(5)(a) (January 24, 2013 for the purpose

of the preparation and issue of a statement of policy; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 400
8 Words inserted by Financial Services Act 2012 c. 21 Sch.9(4) para.17(5)(b) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy; April 1, 2013 otherwise)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.17(6) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy; April 1, 2013 otherwise)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.17(7) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy; April 1, 2013 otherwise)

11 Words inserted by Financial Services Act 2012 c. 21 Sch.9(4) para.17(8)(a) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy; April 1, 2013 otherwise)

12 Word substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.17(8)(b) (January 24, 2013 for the purpose

of the preparation and issue of a statement of policy; April 1, 2013 otherwise)

13 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.20(4) (June 8, 2010)

14 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.17(9)(a) (January 24, 2013 for the purpose

of the preparation and issue of a statement of policy; April 1, 2013 otherwise)

15 Words inserted by Financial Services Act 2012 c. 21 Sch.9(4) para.17(9)(b) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy; April 1, 2013 otherwise)

16 Word substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.17(10) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy; April 1, 2013 otherwise)

Commencement

Pt XIV s. 210(1)-(8): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XIV s. 210(1)-(8): United Kingdom 

Law In Force

211.— Statements of policy: procedure.

(1) Before [ a regulator issues]

1

 a statement under section 210 , the [ regulator ]

2

 must publish

a draft of the proposed statement in the way appearing to the [ regulator ]

2

 to be best calculated to

bring it to the attention of the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the [ regulator ]

3

 within a specified time.

(3) Before issuing the proposed statement, the [regulator]

3

 must have regard to any representations

made to it in accordance with subsection (2).

(4) If the [ regulator ]

3

 issues the proposed statement it must publish an account, in general terms,

of–

(a) the representations made to it in accordance with subsection (2); and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the

opinion of the [ regulator ]

3

 , significant, the [ regulator ]

3

 must (in addition to complying with

subsection (4)) publish details of the difference.

(6) [ A regulator ]

4

 may charge a reasonable fee for providing a person with a copy of a draft

published under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

Financial Services and Markets Act 2000 Page 401
Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.18(2)(a) (January 24, 2013 for the purpose

of the preparation and issue of a statement of policy; April 1, 2013 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.18(2)(b) (January 24, 2013 for the purpose

of the preparation and issue of a statement of policy; April 1, 2013 otherwise)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.18(3) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy; April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.9(4) para.18(4) (January 24, 2013 for the purpose of

the preparation and issue of a statement of policy; April 1, 2013 otherwise)

Commencement

Pt XIV s. 211(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XIV s. 211(1)-(7): United Kingdom 

PART XV

THE FINANCIAL SERVICES COMPENSATION SCHEME

The scheme manager

Law In Force

212.— The scheme manager.

[ (1) “The scheme manager” means the body corporate established by the Financial Services

Authority under this section as originally enacted.

(2) The regulators must take such steps as are necessary to ensure that the scheme manager is, at

all times, capable of exercising the functions conferred on it by or under this Part or Part 15A. ]

1

(3) The constitution of the scheme manager must provide for it to have–

(a) a chairman; and

(b) a board (which must include the chairman) whose members are the scheme manager's

directors.

(4) The chairman and other members of the board must be persons appointed, and liable to removal

from office, by the [ regulators]

2

 (acting, in the case of the chairman, with the approval of the

Treasury).

(5) But the terms of their appointment (and in particular those governing removal from office)

must be such as to secure their independence from the [ regulators]

2

 in the operation of the

compensation scheme.

(6) The scheme manager is not to be regarded as exercising functions on behalf of the Crown.

(7) The scheme manager's [...]3 officers and staff are not to be regarded as Crown servants.

Financial Services and Markets Act 2000 Page 402
Notes

1

Substituted by Financial Services Act 2012 c. 21 Sch.10 para.2(2) (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.10 para.2(3) (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

3 Words repealed by Financial Services Act 2012 c. 21 Sch.10 para.2(4) (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

Commencement

Pt XV s. 212(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XV s. 212(1)-(7): United Kingdom 

The scheme

Law In Force

!

Amendment(s) Pending

213.— The compensation scheme.

(1) The [ regulators]

1

 must by rules [ made in accordance with an order under subsection (1A)

]

2

 establish a scheme for compensating persons in [ cases where—]

3

[ (a) relevant persons are unable, or likely to be unable, to satisfy claims against them, or

(b) persons who have assumed responsibility for liabilities arising from acts or omissions

of relevant persons (“successors”) are unable, or likely to be unable, to satisfy claims against

the successors that are based on those acts or omissions. ]

3

[ (1A) The Treasury must by order specify—

(a) the cases in which the FCA may, or may not, make rules under subsection (1), and

(b) the cases in which the PRA may, or may not, make rules under that subsection.

]

4

(2) The rules [(taken together) ]

5

 are to be known as the Financial Services Compensation Scheme

(but are referred to in this Act as “the compensation scheme”).

(3) The compensation scheme must, in particular, provide for the scheme manager–

(a) to assess and pay compensation, in accordance with the scheme, to claimants in respect

of claims made in connection with regulated activities carried on (whether or not with

permission) by relevant persons; and

(b) to have power to impose levies on authorised persons, or any class of authorised person,

for the purpose of meeting its expenses (including in particular expenses incurred, or expected

to be incurred, in paying compensation, borrowing or insuring risks).

(4) The compensation scheme may provide for the scheme manager to have power to impose levies

on authorised persons, or any class of authorised person, for the purpose of recovering the cost

(whenever incurred) of establishing the scheme.

Financial Services and Markets Act 2000 Page 403
(5) In making any provision of the scheme by virtue of subsection (3)(b), the [ regulators]

1

 must

take account of the desirability of ensuring that the amount of the levies imposed on a particular

class of authorised person reflects, so far as practicable, the amount of the claims made, or likely

to be made, in respect of that class of person.

(6) An amount payable to the scheme manager as a result of any provision of the scheme made by

virtue of subsection (3)(b) or (4) may be recovered as a debt due to the scheme manager.

(7) Sections 214 to 217 make further provision about the scheme but are not to be taken as limiting

the power conferred on the [ regulators]

1

 by subsection (1).

(8) In those sections “specified” means specified in the scheme.

(9) In this Part (except in sections 219, 220 or 224) “relevant person” means a person who was–

(a) an authorised person at the time the act or omission giving rise to the claim against

him [ , or against a successor falling within subsection (1)(b), ]

6

 took place; or

(b) an appointed representative at that time.

[ (10) But a person who, at that time—

(a) qualified for authorisation under Schedule 3, and

(b) fell within a prescribed category in relation to any authorised activities,

is not to be regarded as a relevant person in relation to those activities, unless the person had elected

to participate in the scheme in relation to those activities at that time.

(11) In subsection (10) “authorised activities”, in relation to a person, means activities for which

the person had, at the time mentioned in that subsection, permission as a result of any provision

of, or made under, Schedule 3. ]

7

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.10 para.3(2) (January 24, 2013 for the purposes of

making orders or regulations for the provision specified in SI 2013/113 art.2 Sch.1 Pt 2; January 24, 2013 for the

purpose of the preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.10 para.3(3)(a) (January 24, 2013 for the purposes of

making orders or regulations for the provision specified in SI 2013/113 art.2 Sch.1 Pt 2; January 24, 2013 for the

purpose of the preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

3

S.213(1)(a) and (b) and words substituted for words by Financial Services Act 2012 c. 21 Sch.10 para.3(3)(b)

(January 24, 2013 for the purposes of making orders or regulations for the provision specified in SI 2013/113 art.2

Sch.1 Pt 2; January 24, 2013 for the purpose of the preparation of memoranda under 2000 c.8 s.217A and the

making of rules; April 1, 2013 otherwise)

4 Added by Financial Services Act 2012 c. 21 Sch.10 para.3(4) (January 24, 2013 for the purposes of making orders

or regulations for the provision specified in SI 2013/113 art.2 Sch.1 Pt 2; January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

5 Words inserted by Financial Services Act 2012 c. 21 Sch.10 para.3(5) (January 24, 2013 for the purposes of making

orders or regulations for the provision specified in SI 2013/113 art.2 Sch.1 Pt 2; January 24, 2013 for the purpose

of the preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

6 Words inserted by Financial Services Act 2012 c. 21 Sch.10 para.3(6) (January 24, 2013 for the purposes of making

orders or regulations for the provision specified in SI 2013/113 art.2 Sch.1 Pt 2; January 24, 2013 for the purpose

of the preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

7

S.213(10) and (11) substituted for s.213(10) by Undertakings for Collective Investment in Transferable Securities

Regulations 2011/1613 Pt 2 reg.2(13) (July 1, 2011)

Amendments Pending

Pt XV s. 213(7): words added by Banking Act 2009 c. 1, Pt 4 s. 170(2) (date to be appointed)

Financial Services and Markets Act 2000 Page 404
Commencement

Pt XV s. 213(1)-(9)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Pt XV s. 213(10)-(10)(b): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001

otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XV s. 213(1)-(11): United Kingdom 

Provisions of the scheme

Law In Force

214.— General.

(1) The compensation scheme may, in particular, make provision–

(a) as to the circumstances in which a relevant person is to be taken (for the purposes of

the scheme) to be unable, or likely to be unable, to satisfy claims made against him;

[ (aa) as to the circumstances in which a successor falling within section 213(1)(b) is to be

taken (for the purposes of the scheme) to be unable, or likely to be unable, to satisfy claims

against the successor that are based on the acts or omissions of a relevant person; ]

1

(b) for the establishment of different funds for meeting different kinds of claim;

(c) for the imposition of different levies in different cases;

(d) limiting the levy payable by a person in respect of a specified period;

(e) for repayment of the whole or part of a levy in specified circumstances;

(f) for a claim to be entertained only if it is made by a specified kind of claimant;

(g) for a claim to be entertained only if it falls within a specified kind of claim;

(h) as to the procedure to be followed in making a claim;

(i) for the making of interim payments before a claim is finally determined;

(j) limiting the amount payable on a claim to a specified maximum amount or a maximum

amount calculated in a specified manner;

(k) for payment to be made, in specified circumstances, to a person other than the claimant.

[ (1A) Rules by virtue of subsection (1)(h) may, in particular, allow the scheme manager to treat

persons who are or may be entitled to claim under the scheme as if they had done so.

(1B) A reference in any enactment or instrument to a claim or claimant under this Part includes a

reference to a deemed claim or claimant in accordance with subsection (1A).

(1C) Rules by virtue of subsection (1)(j) may, in particular, allow, or be subject to rules which

allow, the scheme manager to settle a class of claim by payment of sums fixed without reference

to, or by modification of, the normal rules for calculation of maximum entitlement for individual

claims. ]

2

(2) Different provision may be made with respect to different kinds of claim.

(3) The scheme may provide for the determination and regulation of matters relating to the scheme

by the scheme manager.

(4) The scheme, or particular provisions of the scheme, may be made so as to apply only in relation

to–

Financial Services and Markets Act 2000 Page 405
(a) activities carried on,

(b) claimants,

(c) matters arising, or

(d) events occurring,

in specified territories, areas or localities.

(5) The scheme may provide for a person who–

(a) qualifies for authorisation under Schedule 3, and

(b) falls within a prescribed category,

to elect to participate in the scheme in relation to some or all of the activities for which he has

permission as a result of any provision of, or made under, that Schedule.

(6) The scheme may provide for the scheme manager to have power–

(a) in specified circumstances,

(b) but only if the scheme manager is satisfied that the claimant is entitled to receive a

payment in respect of his claim–

(i) under a scheme which is comparable to the compensation scheme, or

(ii) as the result of a guarantee given by a government or other authority,

to make a full payment of compensation to the claimant and recover the whole or part of

the amount of that payment from the other scheme or under that guarantee.

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.10 para.4 (January 24, 2013 for the purpose of the preparation

of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

2 Added by Banking Act 2009 c. 1 Pt 4 s.174(1) (February 21, 2009)

Commencement

Pt XV s. 214(1)-(4)(d), (6)-(6)(b)(ii): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Pt XV s. 214(5)-(5)(b): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XV s. 214(1)-(6)(b)(ii): United Kingdom 

N Not Yet In Force

[ 214A Contingency funding

(1) The Treasury may make regulations (“contingency fund regulations”) permitting the scheme

manager to impose levies under section 213 for the purpose of maintaining contingency funds from

which possible expenses may be paid.

(2) Contingency fund regulations may make provision about the establishment and management

of contingency funds; in particular, the regulations may make provision about—

(a) the number and size of funds;

(b) the circumstances and timing of their establishment;

(c) the classes of person from whom contributions to the funds may be levied;

(d) the amount and timing of payments into and out of funds (which may include provision

for different levies for different classes of person);

Financial Services and Markets Act 2000 Page 406
(e) refunds;

(f) the ways in which funds' contents may be invested (including (i) the extent of reliance

on section 223A, and (ii) the application of investment income);

(g) the purposes for which funds may be applied, but only so as to determine whether a

fund is to be used (i) for the payment of compensation, (ii) for the purposes of co-operating

with a bank liquidator in accordance with section 99 of the Banking Act 2009, or (iii) for

contributions under section 214B;

(h) procedures to be followed in connection with funds, including the keeping of records

and the provision of information.

(3) The compensation scheme may include provision about contingency funds provided that it is

not inconsistent with contingency fund regulations.

]

1

Notes

1 Added by Banking Act 2009 c. 1 Pt 4 s.170(1) (date to be appointed)

Extent

Pt XV s. 214A(1)-(3): United Kingdom 

Law In Force

!

Amendment(s) Pending

[ 214B Contribution to costs of special resolution regime

(1) This section applies if—

(a) a stabilisation power under Part 1 of the Banking Act 2009 has been exercised in respect

of a bank, building society or credit union within the meaning of that Part (“the institution”);

and

(b) the Treasury think that the institution was or was likely to have been, or but for the

exercise of the power would have become, unable to satisfy claims against it.

(2) The Treasury may require the scheme manager to make payments (to the Treasury or any other

person) in respect of expenses of a prescribed description incurred (by the Treasury or that person)

in connection with the exercise of the power.

(3) Subsection (2) is subject to section 214C (limit on amount of special resolution regime payments).

(4) In subsection (2) “expenses”includes interest at a specified rate on the difference, at any time,

between—

(a) the total amount of expenses (including interest) incurred at or before that time; and

(b) the total amount recovered, or received from the scheme manager, in respect of the

institution, at or before that time, by—

(i) the Treasury; and

(ii) any other person who has incurred expenses in connection with the exercise of

the power that are of a description prescribed under subsection (2).

(5) Any payment made by the scheme manager under subsection (2) is to be treated for the purposes

of this Part as an expense under the compensation scheme.

(6) In this section and section 214C“specified rate” means a rate specified by the Treasury.

Financial Services and Markets Act 2000 Page 407
(7) Different rates may be specified under different provisions or for different periods.

(8) A rate may be specified by reference to a rate set (from time to time) by any person.

]

1

Notes

1

Ss 214B-214D substituted for s.214B by Financial Services Act 2010 c. 28 s.16(1) (April 8, 2010)

Amendments Pending

Pt XV s. 214B(1)(a): words substituted by Financial Services Act 2012 c. 21, Pt 8 s. 101(10) (date to be appointed)

Extent

Pt XV s. 214B(1)-(9): United Kingdom 

Law In Force

[ 214C Limit on amount of special resolution regime payments

(1) The total amount of special resolution regime payments required to be made in respect of a

person (“the institution”) may not exceed—

(a) notional net expenditure (see subsection (3)), minus

(b) actual net expenditure (see subsection (4)).

(2) A “special resolution regime payment”is—

(a) a payment under section 214B(2); or

(b) a payment required to be made by the scheme manager by virtue of section 61 of the

Banking Act 2009 (special resolution regime: compensation).

(3) Notional net expenditure is—

(a) the total amount of expenses that would have been incurred under the compensation

scheme in respect of the institution if the stabilisation power had not been exercised and

the institution had been unable to satisfy claims against it, minus

(b) the total amount that would have been likely, at the time when the power was exercised,

to be recovered by the scheme manager in respect of the institution in those circumstances.

(4) Actual net expenditure is—

(a) the total amount of expenses (other than special resolution regime payments) actually

incurred by the scheme manager in respect of the institution, minus

(b) the total amount actually recovered by the scheme manager in respect of the institution.

(5) In subsection (3)(a) “expenses”includes interest at a specified rate on the difference, at any

time, between—

(a) the total amount of expenses (including interest) that would have been incurred as

mentioned in subsection (3)(a) at or before that time; and

(b) the total amount that would have been likely to have been recovered as mentioned in

subsection (3)(b) at or before that time.

(6) In subsection (4)(a) “expenses”includes interest at a specified rate on the difference, at any

time, between—

Financial Services and Markets Act 2000 Page 408
(a) the total amount of expenses (including special resolution regime payments and interest)

actually incurred by the scheme manager in respect of the institution at or before that time;

and

(b) the total amount actually recovered by the scheme manager in respect of the institution

at or before that time.

(7) In paragraph (b) of subsections (3) to (6) references to amounts recovered (or likely to have

been recovered) by the scheme manager do not include any levy received (or likely to have been

received) by it.

]

1

Notes

1

Ss 214B-214D substituted for s.214B by Financial Services Act 2010 c. 28 s.16(1) (April 8, 2010)

Extent

Pt XV s. 214C(1)-(7): United Kingdom 

Law In Force

[ 214D Contributions under section 214B: supplementary

(1) This section supplements sections 214B and 214C.

(2) The scheme manager must determine—

(a) the amounts of expenses (other than interest) that would have been incurred as mentioned

in section 214C(3)(a); and

(b) the time or times at which those amounts would have been likely to have been incurred.

(3) The Treasury, or a person designated by the Treasury, must in accordance with regulations

appoint a person (“the valuer”) to determine—

(a) the amounts that would have been likely, at the time when the stabilisation power was

exercised, to be recovered as mentioned in section 214C(3)(b); and

(b) the time or times at which those amounts would have been likely to be recovered.

The person appointed under this subsection may be the person appointed as valuer under section

54 of the Banking Act 2009 in respect of the exercise of the stabilisation power.

(4) Regulations may enable the Treasury to specify principles to be applied by—

(a) the scheme manager when exercising functions under subsection (2); or

(b) the valuer when exercising functions under subsection (3).

(5) The regulations may in particular enable the Treasury to require the scheme manager or valuer—

(a) to use, or not to use, specified methods;

(b) to take specified matters into account in a specified manner; or

(c) not to take specified matters into account.

(6) Regulations—

(a) must provide for independent verification of expenses within section 214B(2);

(b) may provide for the independent verification of other matters; and

(c) may contain provision about the appointment and payment of an auditor.

(7) Regulations—

Financial Services and Markets Act 2000 Page 409
(a) must contain provision enabling the valuer to reconsider a decision;

(b) must provide a right of appeal to a court or tribunal against any decision of the valuer;

(c) may provide for payment of the valuer; and

(d) may apply (with or without modifications) or make provision corresponding to—

(i) any provision of sections 54 to 56 of the Banking Act 2009; or

(ii) any provision made, or that could be made, by virtue of any of those sections.

(8) Regulations may make provision for payments under section 214B(2) to be made—

(a) before any verification required by the regulations is undertaken, and

(b) before the limit imposed by section 214C is calculated,

subject to any necessary later adjustment.

(9) If they do so they must provide that the amount of any payment required by virtue of subsection

(8) must not be such as to give rise to an expectation that an amount will be required to be repaid

to the scheme manager (once any necessary verification has been undertaken and the limit imposed

by section 214C has been calculated).

(10) Regulations may—

(a) make provision supplementing section 214B or 214C or this section;

(b) make further provision about the method by which amounts to be paid under section

214B(2) are to be determined;

(c) make provision about timing;

(d) make provision about procedures to be followed;

(e) provide for discretionary functions to be exercised by a specified body or by persons

of a specified class; and

(f) make provision about the resolution of disputes (which may include provision conferring

jurisdiction on a court or tribunal).

(11) “Regulations” means regulations made by the Treasury.

(12) Any payment made by the Treasury by virtue of this section is to be met out of money provided

by Parliament.

(13) The compensation scheme may make provision about payments under section 214B(2) and

levies in connection with such payments (except provision inconsistent with any provision made

by or under section 214B or 214C or this section).

]

1

Notes

1

Ss 214B-214D substituted for s.214B by Financial Services Act 2010 c. 28 s.16(1) (April 8, 2010)

Extent

Pt XV s. 214D(1)-(13): United Kingdom 

Law In Force

215.— [ Rights of the scheme in insolvency. ]

1

[ (1) The compensation scheme may make provision—

(a) about the effect of a payment of compensation under the scheme on rights or obligations

arising out of matters in connection with which the compensation was paid;

Financial Services and Markets Act 2000 Page 410
(b) giving the scheme manager a right of recovery in respect of those rights or obligations.

]

2

(2) Such a right of recovery conferred by the scheme does not, in the event of [ a person's

insolvency ]

3

 , exceed such right (if any) as the claimant would have had in that event.

(3) If a person other than the scheme manager [ makes an administration application under Schedule

B1 to the 1986 Act or [ Schedule B1 to ]

5

 the 1989 Order ]

4

 in relation to a company or partnership

which is a relevant person, the scheme manager has the same rights as are conferred on the

[ regulators]

6

 by section 362.

[ (3A) In subsection (3) the reference to making an administration application includes a reference

to—

(a) appointing an administrator under paragraph 14 or 22 of Schedule B1 to the 1986 Act

[ or paragraph 15 or 23 of Schedule B1 to the 1989 Order ]

8

 , or

(b) filing with the court a copy of notice of intention to appoint an administrator under

[ any ]

9

 of those paragraphs.

]

7

(4) If a person other than the scheme manager presents a petition for the winding up of a body

which is a relevant person, the scheme manager has the same rights as are conferred on the

[ regulators]

6

 by section 371.

(5) If a person other than the scheme manager presents a bankruptcy petition to the court in relation

to an individual who, or an entity which, is a relevant person, the scheme manager has the same

rights as are conferred on the [ regulators]

6

 by section 374.

(6) Insolvency rules may be made for the purpose of integrating any procedure for which provision

is made as a result of subsection (1) into the general procedure on the administration of a company

or partnership or on a winding-up, bankruptcy or sequestration.

(7) “Bankruptcy petition” means a petition to the court–

(a) under section 264 of the 1986 Act or Article 238 of the 1989 Order for a bankruptcy

order to be made against an individual;

(b) under section 5 of the 1985 Act for the sequestration of the estate of an individual; or

(c) under section 6 of the 1985 Act for the sequestration of the estate belonging to or held

for or jointly by the members of an entity mentioned in subsection (1) of that section.

(8) “Insolvency rules” are–

(a) for England and Wales, rules made under sections 411 and 412 of the 1986 Act;

(b) for Scotland, rules made by order by the Treasury, after consultation with the Scottish

Ministers, for the purposes of this section; and

(c) for Northern Ireland, rules made under Article 359 of the 1989 Order and section 55 of

the Judicature (Northern Ireland) Act 1978.

(9) “The 1985 Act”, “the 1986 Act”, “the 1989 Order” and “court”have the same meaning as in

Part XXIV.

Notes

1 Heading substituted by Banking Act 2009 c. 1 Pt 4 s.175(4) (February 21, 2009)

2

Substituted by Banking Act 2009 c. 1 Pt 4 s.175(2) (February 21, 2009)

3 Words substituted by Banking Act 2009 c. 1 Pt 4 s.175(3) (February 21, 2009)

Financial Services and Markets Act 2000 Page 411
4 Words substituted by Enterprise Act 2002 c. 40 Sch.17 para.54(2) (September 15, 2003: substitution has effect

subject to transitional provisions specified in SI 2003/2093 art.3)

5 Words substituted by Insolvency (Northern Ireland) Order 2005/1455 Sch.2 para.57(2) (March 27, 2006 subject

to transitional provisions and savings specified in SR 2006/22 art.2 - 7)

6 Word substituted by Financial Services Act 2012 c. 21 Sch.10 para.5 (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

7 Added by Enterprise Act 2002 c. 40 Sch.17 para.54(3) (September 15, 2003: insertion has effect subject to

transitional provisions specified in SI 2003/2093 art.3)

8 Words inserted by Insolvency (Northern Ireland) Order 2005/1455 Sch.2 para.57(3)(a) (March 27, 2006 subject

to transitional provisions and savings specified in SR 2006/22 art.2 - 7)

9 Word substituted by Insolvency (Northern Ireland) Order 2005/1455 Sch.2 para.57(3)(b) (March 27, 2006 subject

to transitional provisions and savings specified in SR 2006/22 art.2 - 7)

Commencement

Pt XV s. 215(1)-(5), (7)-(7)(c): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Pt XV s. 215(6), (8)-(9): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XV s. 215(1)-(9): United Kingdom 

Law In Force

216.— Continuity of long-term insurance policies.

(1) The compensation scheme may, in particular, include provision requiring the scheme manager

to make arrangements for securing continuity of insurance for policyholders, or policyholders of

a specified class, of relevant long-term insurers.

(2) “Relevant long-term insurers” means relevant persons who–

(a) have permission to effect or carry out contracts of long-term insurance; and

(b) are unable, or likely to be unable, to satisfy claims made against them.

(3) The scheme may provide for the scheme manager to take such measures as appear to him to be

appropriate–

(a) for securing or facilitating the transfer of a relevant long-term insurer's business so far

as it consists of the carrying out of contracts of long-term insurance, or of any part of that

business, to another authorised person;

(b) for securing the issue by another authorised person to the policyholders concerned of

policies in substitution for their existing policies.

(4) The scheme may also provide for the scheme manager to make payments to the policyholders

concerned–

(a) during any period while he is seeking to make arrangements mentioned in subsection

(1);

(b) if it appears to him that it is not reasonably practicable to make such arrangements.

(5) A provision of the scheme made by virtue of section 213(3)(b) may include power to impose

levies for the purpose of meeting expenses of the scheme manager incurred in–

(a) taking measures as a result of any provision of the scheme made by virtue of subsection

(3);

Financial Services and Markets Act 2000 Page 412
(b) making payments as a result of any such provision made by virtue of subsection (4).

Commencement

Pt XV s. 216(1)-(5)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XV s. 216(1)-(5)(b): United Kingdom 

Law In Force

217.— Insurers in financial difficulties.

(1) The compensation scheme may, in particular, include provision for the scheme manager to have

power to take measures for safeguarding policyholders, or policyholders of a specified class, of

relevant insurers.

(2) “Relevant insurers” means relevant persons who–

(a) have permission to effect or carry out contracts of insurance; and

(b) are in financial difficulties.

(3) The measures may include such measures as the scheme manager considers appropriate for–

(a) securing or facilitating the transfer of a relevant insurer's business so far as it consists

of the carrying out of contracts of insurance, or of any part of that business, to another

authorised person;

(b) giving assistance to the relevant insurer to enable it to continue to effect or carry out

contracts of insurance.

(4) The scheme may provide–

(a) that if measures of a kind mentioned in subsection (3)(a) are to be taken, they should

be on terms appearing to the scheme manager to be appropriate, including terms reducing,

or deferring payment of, any of the things to which any of those who are eligible

policyholders in relation to the relevant insurer are entitled in their capacity as such;

(b) that if measures of a kind mentioned in subsection (3)(b) are to be taken, they should

be conditional on the reduction of, or the deferment of the payment of, the things to which

any of those who are eligible policyholders in relation to the relevant insurer are entitled in

their capacity as such;

(c) for ensuring that measures of a kind mentioned in subsection (3)(b) do not benefit to

any material extent persons who were members of a relevant insurer when it began to be

in financial difficulties or who had any responsibility for, or who may have profited from,

the circumstances giving rise to its financial difficulties, except in specified circumstances;

(d) for requiring the scheme manager to be satisfied that any measures he proposes to take

are likely to cost less than it would cost to pay compensation under the scheme if the relevant

insurer became unable, or likely to be unable, to satisfy claims made against him.

(5) The scheme may provide for the [ either regulator or both regulators]

1

 to have power–

(a) to give such assistance to the scheme manager as it considers appropriate for assisting

the scheme manager to determine what measures are practicable or desirable in the case of

a particular relevant insurer;

Financial Services and Markets Act 2000 Page 413
(b) to impose constraints on the taking of measures by the scheme manager in the case of

a particular relevant insurer;

(c) to require the scheme manager to provide it with information about any particular

measures which the scheme manager is proposing to take.

(6) The scheme may include provision for the scheme manager to have power–

(a) to make interim payments in respect of eligible policyholders of a relevant insurer;

(b) to indemnify any person making payments to eligible policyholders of a relevant insurer.

(7) A provision of the scheme made by virtue of section 213(3)(b) may include power to impose

levies for the purpose of meeting expenses of the scheme manager incurred in–

(a) taking measures as a result of any provision of the scheme made by virtue of subsection

(1);

(b) making payments or giving indemnities as a result of any such provision made by virtue

of subsection (6).

(8) “Financial difficulties” and “eligible policyholders”have such meanings as may be specified.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.10 para.6 (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

Commencement

Pt XV s. 217(1)-(8): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XV s. 217(1)-(8): United Kingdom 

[ Relationship with the regulators]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.10 para.7 (January 24, 2013 for the purpose of the preparation

of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

Law In Force

[ 217A Co-operation

(1) Each regulator and the scheme manager must take such steps as they consider appropriate to

co-operate with each other in the exercise of their functions under this Part and Part 15A.

(2) Each regulator and the scheme manager must prepare and maintain a memorandum describing

how that regulator and the scheme manager intend to comply with subsection (1).

(3) The scheme manager must ensure that the memoranda as currently in force are published in the

way appearing to it to be best calculated to bring them to the attention of the public.

]

1

Financial Services and Markets Act 2000 Page 414
Notes

1 Added by Financial Services Act 2012 c. 21 Sch.10 para.7 (January 24, 2013 for the purpose of the preparation

of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

Extent

Pt XV s. 217A(1)-(3): United Kingdom 

[ Annual plan and report ]

1

Notes

1 Heading substituted by Financial Services Act 2012 c. 21 Sch.10 para.8 (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

Law In Force

[ 217B Annual plan

(1) The scheme manager must in respect of each of its financial years prepare an annual plan.

(2) The plan must be prepared before the start of the financial year.

(3) An annual plan in respect of a financial year must make provision about the use of the resources

of the scheme manager.

(4) The plan may include material relating to periods longer than the financial year in question.

(5) Before preparing an annual plan, the scheme manager must consult such persons (if any) as the

scheme manager considers appropriate.

(6) The scheme manager must publish each annual plan in the way it considers appropriate.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.10 para.9 (January 24, 2013 for the purpose of the preparation

of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

Extent

Pt XV s. 217B(1)-(6): United Kingdom 

Law In Force

!

Amendment(s) Pending

218.— Annual report.

(1) At least once a year, the scheme manager must make a report to the [ regulators]

1

 on the

discharge of its functions.

(2) The report must–

Financial Services and Markets Act 2000 Page 415
(a) include a statement setting out the value of each of the funds established by the

compensation scheme; and

(b) comply with any requirements specified in rules made by the [ regulators]

1

 .

(3) The scheme manager must publish each report in the way it considers appropriate.

[ (4) The Treasury may—

(a) require the scheme manager to comply with any provisions of the Companies Act 2006

about accounts and their audit which would not otherwise apply to it, or

(b) direct that any such provision of that Act is to apply to the scheme manager with such

modifications as are specified in the direction.

(5) Compliance with any requirement under subsection (4)(a) or (b) is enforceable by injunction

or, in Scotland, an order for specific performance under section 45 of the Court of Session Act

1988.

(6) Proceedings under subsection (5) may be brought only by the Treasury. ]

2

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.10 para.10(2) (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

2 Added by Financial Services Act 2012 c. 21 Sch.10 para.10(3) (January 24, 2013 for the purpose of the preparation

of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

Amendments Pending

Pt XV s. 218(2)(b): words added by Banking Act 2009 c. 1, Pt 4 s. 170(3)(b) (date to be appointed)

Pt XV s. 218(1): words inserted by Banking Act 2009 c. 1, Pt 4 s. 170(3)(a) (date to be appointed)

Commencement

Pt XV s. 218(1)-(3): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XV s. 218(1)-(6): United Kingdom 

Law In Force

[ 218ZA Audit of accounts

(1) The scheme manager must send a copy of its annual accounts to the Comptroller and Auditor

General and the Treasury as soon as is reasonably practicable.

(2) The Comptroller and Auditor General must—

(a) examine, certify and report on accounts received under this section, and

(b) send a copy of the certified accounts and the report to the Treasury.

(3) The Treasury must lay the copy of the certified accounts and the report before Parliament.

(4) The scheme manager must send a copy of the certified accounts and the report to the regulators.

(5) Except as provided by section 218(4), the scheme manager is exempt from the requirements of

Part 16 of the Companies Act 2006 (audit), and its balance sheet must contain a statement to that

effect.

Financial Services and Markets Act 2000 Page 416
(6) In this section “annual accounts”has the meaning given by section 471 of the Companies Act

2006.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.10 para.11 (January 24, 2013 for the purpose of the preparation

of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

Extent

Pt XV s. 218ZA(1)-(6): United Kingdom 

Information and documents

Law In Force

[ 218A [ Regulators' ]

2

 power to require information

(1) [ Each regulator ]

3

 may make rules enabling [ that regulator ]

4

 to require authorised persons

to provide information, which may then be made available to the scheme manager by [ that

regulator ]

4

 .

(2) A requirement may be imposed only if the [ regulator ]

5

 thinks the information is of a kind

that may be of use to the scheme manager in connection with functions in respect of the scheme.

(3) A requirement under this section may apply—

(a) to authorised persons generally or only to specified persons or classes of person;

(b) to the provision of information at specified periods, in connection with specified events

or in other ways.

(4) In addition to requirements under this section, a notice under section 165 may relate to

information or documents which the [ regulator ]

5

 thinks are reasonably required by the scheme

manager in connection with the performance of functions in respect of the scheme; and section

165(4) is subject to this subsection.

(5) Rules under subsection (1) shall be prepared, made and treated in the same way as (and may

be combined with) the [ regulator's]

6

 general rules.

]

1

Notes

1 Added by Banking Act 2009 c. 1 Pt 4 s.176(1) (February 21, 2009)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.10 para.12(5) (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.10 para.12(2)(a) (January 24, 2013 for the purpose

of the preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.10 para.12(2)(b) (January 24, 2013 for the purpose

of the preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

5 Word substituted by Financial Services Act 2012 c. 21 Sch.10 para.12(3) (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

6 Word substituted by Financial Services Act 2012 c. 21 Sch.10 para.12(4) (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 417
Extent

Pt XV s. 218A(1)-(5): United Kingdom 

Law In Force

219.— Scheme manager's power to require information.

(1) The scheme manager may, by notice in writing [ require a person ]

1

 –

(a) to provide specified information or information of a specified description; or

(b) to produce specified documents or documents of a specified description.

[ (1A) A requirement may be imposed only—

(a) on a person (P) against whom a claim has been made under the scheme,

(b) on a person (P) who is unable or likely to be unable to satisfy claims under the scheme

against P,

(c) on a person (“the Third Party”) whom the scheme manager thinks was knowingly

involved in matters giving rise to a claim against another person (P) under the scheme, or

(d) on a person (“the Third Party”) whom the scheme manager thinks was knowingly

involved in matters giving rise to the actual or likely inability of another person (P) to satisfy

claims under the scheme.

(1B) For the purposes of subsection (1A)(b) and (d) whether P is unable or likely to be unable to

satisfy claims shall be determined in accordance with provision to be made by the scheme (which

may, in particular—

(a) apply or replicate, with or without modifications, a provision of an enactment;

(b) confer discretion on a specified person).

]

2

(2) The information or documents must be provided or produced–

(a) before the end of such reasonable period as may be specified; and

(b) in the case of information, in such manner or form as may be specified.

(3) This section applies only to information and documents the provision or production of which

the scheme manager considers [ to be necessary (or likely to be necessary) for the fair determination

of claims which have been or may be made against P. ]

3

(a)-(b) [...]3

[ (3A) Where a stabilisation power under Part 1 of the Banking Act 2009 has been exercised in

respect of a bank, [ building society or credit union, ]

5

 the scheme manager may by notice in

writing require [ the bank, building society or credit union, or the Bank of England, ]

6

 to provide

information that the scheme manager requires for the purpose of [ determining the matters mentioned

in section 214D(2)(a) and (b) above ]

7

 . ]

4

(4) If a document is produced in response to a requirement imposed under this section, the scheme

manager may–

(a) take copies or extracts from the document; or

(b) require the person producing the document to provide an explanation of the document.

(5) If a person who is required under this section to produce a document fails to do so, the scheme

manager may require the person to state, to the best of his knowledge and belief, where the document

is.

Financial Services and Markets Act 2000 Page 418
(6) If [ P ]

8

 is insolvent, no requirement may be imposed under this section on a person to whom

section 220 or 224 applies.

(7) If a person claims a lien on a document, its production under this Part does not affect the lien.

(8) [...]9

(9) “Specified” means specified in the notice given under subsection (1).

(10) [...]10

Notes

1 Words substituted by Banking Act 2009 c. 1 Pt 4 s.176(3) (February 21, 2009)

2 Added by Banking Act 2009 c. 1 Pt 4 s.176(4) (February 21, 2009)

3 Words substituted for s.219(3)(a) and (b) by Banking Act 2009 c. 1 Pt 4 s.176(5) (February 21, 2009)

4 Added by Banking Act 2009 c. 1 Pt 4 s.176(6) (February 21, 2009)

5 Words inserted by Financial Services Act 2010 c. 28 s.21(8)(a) (April 8, 2010)

6 Words substituted by Financial Services Act 2010 c. 28 s.21(8)(b) (April 8, 2010)

7 Words substituted by Financial Services Act 2010 c. 28 Sch.2(1) para.22 (April 8, 2010)

8 Words substituted by Banking Act 2009 c. 1 Pt 4 s.176(7) (February 21, 2009)

9 Repealed by Banking Act 2009 c. 1 Pt 4 s.176(8) (February 21, 2009)

10 Repealed by Banking Act 2009 c. 1 Pt 4 s.176(9) (February 21, 2009)

Commencement

Pt XV s. 219(1)-(10): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XV s. 219(1)-(10): United Kingdom 

Law In Force

220.— Scheme manager's power to inspect information held by liquidator etc.

(1) For the purpose of assisting the scheme manager to discharge its functions in relation to a claim

made in respect of an insolvent relevant person, a person to whom this section applies must permit

a person authorised by the scheme manager to inspect relevant documents.

(2) A person inspecting a document under this section may take copies of, or extracts from, the

document.

(3) This section applies to–

(a) the administrative receiver, administrator, liquidator [ , bank liquidator ]

1

[ , building

society liquidator ]

2

 or trustee in bankruptcy of an insolvent relevant person;

(b) the permanent trustee, within the meaning of the Bankruptcy (Scotland) Act 1985, on

the estate of an insolvent relevant person.

(4) This section does not apply to a liquidator, administrator or trustee in bankruptcy who is–

(a) the Official Receiver;

(b) the Official Receiver for Northern Ireland; or

(c) the Accountant in Bankruptcy.

Financial Services and Markets Act 2000 Page 419
(5) “Relevant person”has the same meaning as in section 224.

Notes

1 Words inserted by Banking Act 2009 c. 1 Pt 2 s.123(3) (February 21, 2009)

2 Words inserted by Building Societies (Insolvency and Special Administration) Order 2009/805 art.15 (March 29,

2009)

Commencement

Pt XV s. 220(1)-(5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XV s. 220(1)-(5): United Kingdom 

Law In Force

221.— Powers of court where information required.

(1) If a person (“the defaulter”)–

(a) fails to comply with a requirement imposed under section 219, or

(b) fails to permit documents to be inspected under section 220,

the scheme manager may certify that fact in writing to the court and the court may enquire into the

case.

(2) If the court is satisfied that the defaulter failed without reasonable excuse to comply with the

requirement (or to permit the documents to be inspected), it may deal with the defaulter (and, in

the case of a body corporate, any director or [ other ]

1

 officer) as if he were in contempt [ ; and

“officer”, in relation to a limited liability partnership, means a member of the limited liability

partnership. ]

2

(3) “Court” means–

(a) the High Court;

(b) in Scotland, the Court of Session.

Notes

1 Word inserted by Financial Services Act 2012 c. 21 Sch.10 para.13 (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

2 Words added by Limited Liability Partnerships Regulations 2001/1090 Sch.5 para.21 (December 1, 2001: insertion

came into force on April 6, 2001 but could not take effect until the commencement of 2000 c.8 s.221 on December

1, 2001 as specified in SI 2001/3538 art.2(1))

Commencement

Pt XV s. 221(1)-(3)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XV s. 221(1)-(3)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 420
Miscellaneous

Law In Force

[ 221A Delegation of functions

(1) The scheme manager may arrange for any of its functions to be discharged on its behalf by

another person (a “scheme agent”).

(2) Before entering into arrangements the scheme manager must be satisfied that the scheme agent—

(a) is competent to discharge the function, and

(b) has been given sufficient directions to enable the agent to take any decisions required

in the course of exercising the function in accordance with policy determined by the scheme

manager.

(3) Arrangements may include provision for payments to be made by the scheme manager to the

scheme agent (which payments are management expenses of the scheme manager [ except where

the function in question is one under Part 15A ]

2

 ).

]

1

Notes

1 Added by Banking Act 2009 c. 1 Pt 4 s.179(1) (February 21, 2009)

2 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.23 (October 12, 2010)

Extent

Pt XV s. 221A(1)-(3): United Kingdom 

Law In Force

222.— Statutory immunity.

(1) Neither the scheme manager nor any person who is, or is acting as, its [...]1 officer [ , scheme

agent ]

2

 or member of staff is to be liable in damages for anything done or omitted in the discharge,

or purported discharge, of the scheme manager's functions.

(2) Subsection (1) does not apply–

(a) if the act or omission is shown to have been in bad faith; or

(b) so as to prevent an award of damages made in respect of an act or omission on the

ground that the act or omission was unlawful as a result of section 6(1) of the Human Rights

Act 1998.

Notes

1 Words repealed by Financial Services Act 2012 c. 21 Sch.10 para.14 (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

2 Words inserted by Banking Act 2009 c. 1 Pt 4 s.179(2) (February 21, 2009)

Commencement

Pt XV s. 222(1)-(2)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Financial Services and Markets Act 2000 Page 421
Extent

Pt XV s. 222(1)-(2)(b): United Kingdom 

Law In Force

223.— Management expenses.

(1) The amount which the scheme manager may recover, from the sums levied under the scheme,

as management expenses attributable to a particular period may not exceed such amount as may

be fixed by the scheme as the limit applicable to that period.

(2) In calculating the amount of any levy to be imposed by the scheme manager, no amount may

be included to reflect management expenses unless the limit mentioned in subsection (1) has been

fixed by the scheme.

(3) “Management expenses” means expenses incurred, or expected to be incurred, by the scheme

manager in connection with its functions under this Act other than those incurred–

(a) in paying compensation;

(b) as a result of any provision of the scheme made by virtue of section 216(3) or (4) or

217(1) or (6) [ ; ]

1

[ (c) under section 214B[ or 214D ]

2

[ ; ]

3

]

1

[ (d) under Part 15A. ]

3

Notes

1 Added by Banking Act 2009 c. 1 Pt 4 s.171(2) (February 17, 2009 for the purpose of enabling subordinate legislation

or codes of practice to be made; February 21, 2009 otherwise)

2 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.24(2) (April 8, 2010)

3 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.24(3) (October 12, 2010)

Commencement

Pt XV s. 223(1)-(3)(b): June 18, 2001 for the purposes of fixing an amount by the scheme as mentioned in 2000 c.8

s.223(1); December 1, 2001 otherwise (SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XV s. 223(1)-(3)(d): United Kingdom 

N Not Yet In Force

[ 223A Investing in National Loans Fund

(1) Sums levied for the purpose of maintaining a contingency fund may be paid to the Treasury.

(2) The Treasury may receive sums under subsection (1) and may set terms and conditions of

receipts.

(3) Sums received shall be treated as if raised under section 12 of the National Loans Act 1968

(and shall therefore be invested as part of the National Loans Fund).

(4) Interest accruing on the invested sums may be credited to the contingency fund (subject to any

terms and conditions set under subsection (2)).

Financial Services and Markets Act 2000 Page 422
(5) The Treasury shall comply with any request of the scheme manager to arrange for the return

of sums for the purpose of making payments out of a contingency fund (subject to any terms and

conditions set under subsection (2)).

]

1

Notes

1 Added by Banking Act 2009 c. 1 Pt 4 s.172 (date to be appointed)

Extent

Pt XV s. 223A(1)-(5): United Kingdom 

Law In Force

[ 223B Borrowing from National Loans Fund

(1) The scheme manager may request a loan from the National Loans Fund for the purpose of

funding expenses incurred or expected to be incurred under the scheme.

(2) The Treasury may arrange for money to be paid out of the National Loans Fund in pursuance

of a request under subsection (1).

(3) The Treasury shall determine—

(a) the rate of interest on a loan, and

(b) other terms and conditions.

(4) The Treasury may make regulations—

(a) about the amounts that may be borrowed under this section;

(b) permitting the scheme manager to impose levies under section 213 for the purpose of

meeting expenses in connection with loans under this section (and the regulations may have

effect despite any provision of this Act);

(c) about the classes of person on whom those levies may be imposed;

(d) about the amounts and timing of those levies.

(5) The compensation scheme may include provision about borrowing under this section provided

that it is not inconsistent with regulations under this section.

]

1

Notes

1 Added by Banking Act 2009 c. 1 Pt 4 s.173 (February 17, 2009 for the purpose of enabling subordinate legislation

or codes of practice to be made; February 21, 2009 otherwise)

Extent

Pt XV s. 223B(1)-(5): United Kingdom 

Law In Force

[ 223C Payments in error

(1) Payments made by the scheme manager in error may be provided for in setting a levy by virtue

of section 213, 214A, 214B or 223B.

Financial Services and Markets Act 2000 Page 423
(2) This section does not apply to payments made in bad faith.

]

1

Notes

1 Added by Banking Act 2009 c. 1 Pt 4 s.177 (February 21, 2009)

Extent

Pt XV s. 223C(1)-(2): United Kingdom 

Law In Force

224.— Scheme manager's power to inspect documents held by Official Receiver etc.

(1) If, as a result of the insolvency or bankruptcy of a relevant person, [ or a successor falling

within section 213(1)(b), ]

1

 any documents have come into the possession of a person to whom

this section applies, he must permit any person authorised by the scheme manager to inspect the

documents for the purpose of establishing–

(a) the identity of persons to whom the scheme manager may be liable to make a payment

in accordance with the compensation scheme; or

(b) the amount of any payment which the scheme manager may be liable to make.

(2) A person inspecting a document under this section may take copies or extracts from the document.

(3) In this section “relevant person” means a person who was–

(a) an authorised person at the time the act or omission which may give rise to the liability

mentioned in subsection (1)(a) took place; or

(b) an appointed representative at that time.

(4) But a person who, at that time–

(a) qualified for authorisation under Schedule 3, and

(b) fell within a prescribed category,

is not to be regarded as a relevant person for the purposes of this section in relation to any activities

for which he had permission as a result of any provision of, or made under, that Schedule unless

he had elected to participate in the scheme in relation to those activities at that time.

(5) This section applies to–

(a) the Official Receiver;

(b) the Official Receiver for Northern Ireland; and

(c) the Accountant in Bankruptcy.

Notes

1 Words inserted by Financial Services Act 2012 c. 21 Sch.10 para.15 (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

Commencement

Pt XV s. 224(1)-(3)(b), (5)-(5)(c): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt XV s. 224(4)-(4)(b): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001

otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 424
Extent

Pt XV s. 224(1)-(5)(c): United Kingdom 

Law In Force

[ 224A Functions under the Banking Act 2009

[ (1) A reference in this Part to functions of the scheme manager (including a reference to functions

conferred by or under this Part) includes a reference to functions conferred by or under the Banking

Act 2009. ]

2

[ (2) Any payment required to be made by the scheme manager by virtue of section 61 of that Act

(special resolution regime: compensation) is to be treated for the purposes of this Part as an expense

under the compensation scheme. ]

2

]

1

Notes

1 Added by Banking Act 2009 c. 1 Pt 4 s.180 (February 21, 2009)

2 Existing text renumbered as s.224A(1) and s.224A(2) inserted by Financial Services Act 2010 c. 28 Sch.2(1)

para.25 (April 8, 2010)

Extent

Pt XV s. 224A(1)-(2): United Kingdom 

[ PART 15A

POWER TO REQUIRE FSCS MANAGER TO ACT IN RELATION TO OTHER SCHEMES

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.17 (October 12, 2010)

[ Introduction ]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.17 (October 12, 2010)

Law In Force

[ 224B Meaning of “relevant scheme” etc

(1) The following provisions apply for the purposes of this Part.

Financial Services and Markets Act 2000 Page 425
(2) “Relevant scheme” means a scheme or arrangement (other than the FSCS) for the payment of

compensation (in certain cases) to customers of persons who provide financial services or carry on

a business connected with the provision of such services.

(3) References to the manager of a relevant scheme are to the person who administers it or (if there

is no such person) the person responsible for making payments under it.

(4) “The FSCS” means the Financial Services Compensation Scheme (see section 213(2)).

(5) “The FSCS manager” means the scheme manager as defined by section 212(1).

(6) “Expense”includes anything that, if incurred in relation to the FSCS, would amount to an expense

for the purposes of the FSCS.

(7) “Notice” means a notice in writing.

(8) In subsection (2)—

(a) “customers”includes customers outside the United Kingdom;

(b) “persons”includes persons outside the United Kingdom;

(c) references to the provision of financial services include the provision outside the United

Kingdom of such services.

(9) This Part applies to cases where the manager of the relevant scheme is the Treasury or any other

Minister of the Crown as it applies to cases where that manager is any other person.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.17 (October 12, 2010)

Extent

Pt XVA s. 224B(1)-(9): United Kingdom 

[ Power to require FSCS manager to act ]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.17 (October 12, 2010)

Law In Force

[ 224C Power to require FSCS manager to act on behalf of manager of relevant scheme

(1) This section applies if compensation is payable under a relevant scheme.

(2) The Treasury may by notice require the FSCS manager to exercise (on behalf of the manager

of the relevant scheme) specified functions in respect of specified claims for compensation under

the relevant scheme.

(3) A notice may be given only with the consent of the manager of the relevant scheme.

(4) In subsection (2) “specified” means specified, or of a description specified, in the notice.

Financial Services and Markets Act 2000 Page 426
(5) Claims or descriptions of claims may be specified by reference to the persons or description of

persons whose claims they are.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.17 (October 12, 2010)

Extent

Pt XVA s. 224C(1)-(5): United Kingdom 

Law In Force

[ 224D Cases where FSCS manager may decline to act

(1) This section applies where a notice under section 224C(2) (a “section 224C notice”) has been

given in respect of a relevant scheme.

(2) The FSCS manager is not under a duty to comply with the section 224C notice if, as soon as

reasonably practicable after receiving it, the FSCS manager gives a notice to the Treasury stating

that a ground set out in section 224E applies.

(3) Where a notice under subsection (2) is given, the FSCS manager may recover from the manager

of the relevant scheme an amount equal to the total expenses incurred by the FSCS manager in

connection with the relevant scheme in the period—

(a) beginning with the giving of the section 224C notice; and

(b) ending with the giving of the notice under subsection (2).

(4) The duty to comply with the section 224C notice ceases if, after starting to comply with it, the

FSCS manager gives a notice to the Treasury and the manager of the relevant scheme stating that

a ground set out in section 224E applies.

(5) Where a notice under subsection (4) is given, the FSCS manager must give the Treasury such

information connected with the FSCS manager's exercise of functions in relation to the relevant

scheme as the Treasury may reasonably require.

(6) Any notice under this section—

(a) may be given only if, before giving it, the FSCS manager has taken reasonable steps to

deal with anything that is causing the ground or grounds in question to apply; and

(b) must contain details of those steps.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.17 (October 12, 2010)

Extent

Pt XVA s. 224D(1)-(6)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 427
Law In Force

[ 224E Grounds for declining to act

(1) This section sets out the grounds referred to in section 224D(2) and (4).

(2) The first ground is that the FSCS manager is not satisfied that it will be able to obtain any

information required in order to comply with the section 224C notice.

(3) The second ground is that the FSCS manager is not satisfied that it will be able to obtain any

advice or other assistance from the manager of the relevant scheme that is required in order to

comply with the section 224C notice.

(4) The third ground is—

(a) that the FSCS manager has not received an amount at least equal to the total expenses

it expects to incur in connection with its relevant scheme functions; and

(b) either—

(i) that there are no arrangements for the provision of funds to the FSCS manager

to enable it to exercise those functions and meet those expenses; or

(ii) that the FSCS manager considers that any such arrangements are unsatisfactory.

(5) The fourth ground is that the FSCS manager considers that complying with the section 224C

notice would detrimentally affect the exercise of its functions under the FSCS.

(6) The fifth ground is—

(a) that there is no undertaking from the manager of the relevant scheme not to bring

proceedings against the FSCS manager; or

(b) that the FSCS manager considers that the terms of any such undertaking are

unsatisfactory.

(7) The sixth ground is—

(a) that there are no arrangements for the reimbursement of any expenses incurred by the

FSCS manager in connection with any proceedings brought against it in respect of its

relevant scheme functions (including expenses incurred in meeting any award of damages

made against it); or

(b) that the FSCS manager considers that any such arrangements are unsatisfactory.

(8) In subsection (6) references to an undertaking of the kind mentioned there are to an undertaking

not to bring proceedings in respect of the FSCS manager's relevant scheme functions except

proceedings in respect of an act or omission of the FSCS manager that is alleged to have been in

bad faith.

(9) In this section “proceedings”includes proceedings outside the United Kingdom.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.17 (October 12, 2010)

Extent

Pt XVA s. 224E(1)-(9): United Kingdom 

Financial Services and Markets Act 2000 Page 428
[ Rules]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.17 (October 12, 2010)

Law In Force

[ 224F Rules about relevant schemes

(1) The [ regulators]

2

 may by rules make provision in connection with the exercise by the FSCS

manager of functions in respect of relevant schemes.

(2) The provision that may be made by the rules includes any provision corresponding to provision

that could be contained in the FSCS; but this is subject to subsections (3) and (4).

(3) The rules may confer on the FSCS manager a power to impose levies on authorised persons (or

any class of authorised persons) for the purpose of meeting its management expenses incurred in

connection with its functions in respect of relevant schemes.

(4) But if the rules confer such a power they must provide that the power may be exercised in

relation to expenses incurred in connection with a relevant scheme only if the FSCS manager has

tried its best to obtain reimbursement of the expenses from the manager of the relevant scheme.

(5) The rules may apply any provision of the FSCS, with or without modifications.

(6) An amount payable to the FSCS manager as a result of any provision of the rules made by virtue

of subsection (3) may be recovered as a debt due to the FSCS manager.

(7) References to the FSCS manager's “management expenses” are to its expenses incurred otherwise

than in paying compensation.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 s.17 (October 12, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.38(2) (January 24, 2013 for the purpose of the

preparation of memoranda under 2000 c.8 s.217A and the making of rules; April 1, 2013 otherwise)

Extent

Pt XVA s. 224F(1)-(7): United Kingdom 

Financial Services and Markets Act 2000 Page 429
PART XVI

THE OMBUDSMAN SCHEME

The scheme

Law In Force

225.— The scheme and the scheme operator.

(1) This Part provides for a scheme under which certain disputes may be resolved quickly and with

minimum formality by an independent person.

(2) The scheme is to be administered by a body corporate (“the scheme operator”).

(3) The scheme is to be operated under a name chosen by the scheme operator but is referred to in

this Act as “the ombudsman scheme”.

(4) Schedule 17 makes provision in connection with the ombudsman scheme and the scheme

operator.

Commencement

Pt XVI s. 225(1)-(4): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XVI s. 225(1)-(4): United Kingdom 

Law In Force

226.— Compulsory jurisdiction.

(1) A complaint which relates to an act or omission of a person (“the respondent”) in carrying on

an activity to which compulsory jurisdiction rules apply is to be dealt with under the ombudsman

scheme if the conditions mentioned in subsection (2) are satisfied.

(2) The conditions are that–

(a) the complainant is eligible and wishes to have the complaint dealt with under the scheme;

(b) the respondent was an authorised person [ , [ or an electronic money issuer within

the meaning of the Electronic Money Regulations 2011 ]

2

 or a payment service provider

within the meaning of the Payment Services Regulations 2009, ]

1

 at the time of the act or

omission to which the complaint relates; and

(c) the act or omission to which the complaint relates occurred at a time when compulsory

jurisdiction rules were in force in relation to the activity in question.

(3) “Compulsory jurisdiction rules” means rules–

(a) made by the [ FCA ]

3

 for the purposes of this section; and

(b) specifying the activities to which they apply.

(4) Only activities which are regulated activities, or which could be made regulated activities by

an order under section 22, may be specified.

Financial Services and Markets Act 2000 Page 430
(5) Activities may be specified by reference to specified categories (however described).

(6) A complainant is eligible, in relation to the compulsory jurisdiction of the ombudsman scheme,

if he falls within a class of person specified in the rules as eligible.

(7) The rules–

(a) may include provision for persons other than individuals to be eligible; but

(b) may not provide for authorised persons to be eligible except in specified circumstances

or in relation to complaints of a specified kind.

(8) The jurisdiction of the scheme which results from this section is referred to in this Act as the

“compulsory jurisdiction”.

Notes

1 Words inserted by Payment Services Regulations 2009/209 Sch.6(1) para.1(1)(a) (March 2, 2009)

2 Words inserted by Electronic Money Regulations 2011/99 Sch.4(1) para.2(3)(a) (February 9, 2011)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.1 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Commencement

Pt XVI s. 226(1)-(8): June 18, 2001 for the purposes of making rules by the Authority and the scheme operator;

December 1, 2001 otherwise (SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVI s. 226(1)-(8): United Kingdom 

R Repealed

226A [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(5) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI 2013/1998

art.11(5)-(8))

P Partially In Force

227.— Voluntary jurisdiction.

(1) A complaint which relates to an act or omission of a person (“the respondent”) in carrying on

an activity to which voluntary jurisdiction rules apply is to be dealt with under the ombudsman

scheme if the conditions mentioned in subsection (2) are satisfied.

(2) The conditions are that–

(a) the complainant is eligible and wishes to have the complaint dealt with under the scheme;

(b) at the time of the act or omission to which the complaint relates, the respondent was

participating in the scheme;

(c) at the time when the complaint is referred under the scheme, the respondent has not

withdrawn from the scheme in accordance with its provisions;

Financial Services and Markets Act 2000 Page 431
(d) the act or omission to which the complaint relates occurred at a time when voluntary

jurisdiction rules were in force in relation to the activity in question; and

(e) the complaint cannot be dealt with under the compulsory jurisdiction [...]1 .

(3) “Voluntary jurisdiction rules” means rules–

(a) made by the scheme operator for the purposes of this section; and

(b) specifying the activities to which they apply.

(4) The only activities which may be specified in the rules are activities which are, or could be,

specified in compulsory jurisdiction rules.

(5) Activities may be specified by reference to specified categories (however described).

(6) The rules require the [ FCA's]

2

 approval.

(7) A complainant is eligible, in relation to the voluntary jurisdiction of the ombudsman scheme,

if he falls within a class of person specified in the rules as eligible.

(8) The rules may include provision for persons other than individuals to be eligible.

(9) A person qualifies for participation in the ombudsman scheme if he falls within a class of person

specified in the rules in relation to the activity in question.

(10) Provision may be made in the rules for persons other than authorised persons to participate in

the ombudsman scheme.

(11) The rules may make different provision in relation to complaints arising from different activities.

(12) The jurisdiction of the scheme which results from this section is referred to in this Act as the

“voluntary jurisdiction”.

(13) In such circumstances as may be specified in voluntary jurisdiction rules, a complaint–

(a) which relates to an act or omission occurring at a time before the rules came into force,

and

(b) which could have been dealt with under a scheme which has to any extent been replaced

by the voluntary jurisdiction,

is to be dealt with under the ombudsman scheme even though paragraph (b) or (d) of subsection

(2) would otherwise prevent that.

(14) In such circumstances as may be specified in voluntary jurisdiction rules, a complaint is to be

dealt with under the ombudsman scheme even though–

(a) paragraph (b) or (d) of subsection (2) would otherwise prevent that, and

(b) the complaint is not brought within the scheme as a result of subsection (13),

but only if the respondent has agreed that complaints of that kind were to be dealt with under the

scheme.

Notes

1 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(6) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.3 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Commencement

Pt XVI s. 227(1)-(14)(b): June 18, 2001 for the purpose of making rules by the Authority and the scheme operator;

December 1, 2001 otherwise (SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 432
Extent

Pt XVI s. 227(1)-(14)(b): United Kingdom 

Determination of complaints

P Partially In Force

228.— Determination under the compulsory jurisdiction.

(1) This section applies only in relation to the compulsory jurisdiction [...]1 .

(2) A complaint is to be determined by reference to what is, in the opinion of the ombudsman, fair

and reasonable in all the circumstances of the case.

(3) When the ombudsman has determined a complaint he must give a written statement of his

determination to the respondent and to the complainant.

(4) The statement must–

(a) give the ombudsman's reasons for his determination;

(b) be signed by him; and

(c) require the complainant to notify him [...]2 , before a date specified in the statement,

whether he accepts or rejects the determination.

(5) If the complainant notifies the ombudsman that he accepts the determination, it is binding on

the respondent and the complainant and final.

(6) If, by the specified date, the complainant has not notified the ombudsman of his acceptance or

rejection of the determination he is to be treated as having rejected it.

[ (6A) But the complainant is not to be treated as having rejected the determination by virtue of

subsection (6) if—

(a) the complainant notifies the ombudsman after the specified date of the complainant's

acceptance of the determination,

(b) the complainant has not previously notified the ombudsman of the complainant's rejection

of the determination, and

(c) the ombudsman is satisfied that such conditions as may be prescribed by rules made

by the scheme operator for the purposes of this section are satisfied.

]

3

(7) The ombudsman must notify the respondent of the outcome.

[(7A) Where a determination is rejected by virtue of subsection (6), the notification under subsection

(7) must contain a general description of the effect of subsection (6A). ]

4

(8) A copy of the determination on which appears a certificate signed by an ombudsman is evidence

(or in Scotland sufficient evidence) that the determination was made under the scheme.

(9) Such a certificate purporting to be signed by an ombudsman is to be taken to have been duly

signed unless the contrary is shown.

Financial Services and Markets Act 2000 Page 433
Notes

1 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(7) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

2 Words repealed by Financial Services Act 2012 c. 21 Sch.11 para.4(2) (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

3 Added by Financial Services Act 2012 c. 21 Sch.11 para.4(3) (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

4 Added by Financial Services Act 2012 c. 21 Sch.11 para.4(4) (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Commencement

Pt XVI s. 228(1)-(9): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVI s. 228(1)-(9): United Kingdom 

P Partially In Force

229.— Awards.

(1) This section applies only in relation to the compulsory jurisdiction [...]1 .

(2) If a complaint which has been dealt with under the scheme is determined in favour of the

complainant, the determination may include–

(a) an award against the respondent of such amount as the ombudsman considers fair

compensation for loss or damage (of a kind falling within subsection (3)) suffered by the

complainant (“a money award”);

(b) a direction that the respondent take such steps in relation to the complainant as the

ombudsman considers just and appropriate (whether or not a court could order those steps

to be taken).

(3) A money award may compensate for–

(a) financial loss; or

(b) any other loss, or any damage, of a specified kind.

(4) The [ FCA ]

2

 may specify [ for the purposes of the compulsory jurisdiction ]

3

 the maximum

amount which may be regarded as fair compensation for a particular kind of loss or damage specified

under subsection (3)(b).

(4A) [...]4

(5) A money award may not exceed the monetary limit; but the ombudsman may, if he considers

that fair compensation requires payment of a larger amount, recommend that the respondent pay

the complainant the balance.

(6) The monetary limit is such amount as may be specified.

(7) Different amounts may be specified in relation to different kinds of complaint.

(8) A money award–

Financial Services and Markets Act 2000 Page 434
(a) may provide for the amount payable under the award to bear interest at a rate and as

from a date specified in the award; and

(b) is enforceable by the complainant in accordance with Part III of Schedule 17[...]5.

(9) Compliance with a direction under subsection (2)(b)–

(a) is enforceable by an injunction; or

(b) in Scotland, is enforceable by an order under section 45 of the Court of Session Act

1988.

(10) Only the complainant may bring proceedings for an injunction or proceedings for an order.

[ (11) “Specified” means specified in compulsory jurisdiction rules. ]

6

(12) [...]7

Notes

1 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(8)(a) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.5 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

3 Words inserted by Consumer Credit Act 2006 c. 14 s.61(4) (June 16, 2006)

4 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(8)(b) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

5 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(8)(c) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

6

Substituted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(8)(d) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

7 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(8)(e) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Commencement

Pt XVI s. 229(1)-(11): June 18, 2001 for the purposes of making rules by the Authority and the scheme operator;

December 1, 2001 otherwise (SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVI s. 229(1)-(12): United Kingdom 

P Partially In Force

230.— Costs.

(1) The scheme operator may by rules (“costs rules”) provide for an ombudsman to have power,

on determining a complaint under the compulsory jurisdiction [...]1 , to award costs in accordance

with the provisions of the rules.

(2) Costs rules require the approval of the [ FCA ]

2

 .

(3) Costs rules may not provide for the making of an award against the complainant in respect of

the respondent's costs.

Financial Services and Markets Act 2000 Page 435
(4) But they may provide for the making of an award against the complainant in favour of the

scheme operator, for the purpose of providing a contribution to resources deployed in dealing with

the complaint, if in the opinion of the ombudsman–

(a) the complainant's conduct was improper or unreasonable; or

(b) the complainant was responsible for an unreasonable delay.

(5) Costs rules may authorise an ombudsman making an award in accordance with the rules to

order that the amount payable under the award bears interest at a rate and as from a date specified

in the order.

(6) An amount due under an award made in favour of the scheme operator is recoverable as a debt

due to the scheme operator.

(7) Any other award made against the respondent is to be treated as a money award for the purposes

of paragraph 16 of Schedule 17[...]3.

Notes

1 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(9)(a) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.6 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

3 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(9)(b) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Commencement

Pt XVI s. 230(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XVI s. 230(1)-(7): United Kingdom 

Law In Force

[ 230A Reports of determinations

(1) The scheme operator must publish a report of any determination made under this Part.

(2) But if the ombudsman who makes the determination informs the scheme operator that, in the

ombudsman's opinion, it is inappropriate to publish a report of that determination (or any part of

it) the scheme operator must not publish a report of that determination (or that part).

(3) Unless the complainant agrees, a report of a determination published by the scheme operator

may not include the name of the complainant, or particulars which, in the opinion of the scheme

operator, are likely to identify the complainant.

(4) The scheme operator may charge a reasonable fee for providing a person with a copy of a report.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.11 para.7 (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 436
Extent

Pt XVI s. 230A(1)-(4): United Kingdom 

Information

Law In Force

231.— Ombudsman's power to require information.

(1) An ombudsman may, by notice in writing given to a party to a complaint, require that party–

(a) to provide specified information or information of a specified description; or

(b) to produce specified documents or documents of a specified description.

(2) The information or documents must be provided or produced–

(a) before the end of such reasonable period as may be specified; and

(b) in the case of information, in such manner or form as may be specified.

(3) This section applies only to information and documents the production of which the ombudsman

considers necessary for the determination of the complaint.

(4) If a document is produced in response to a requirement imposed under this section, the

ombudsman may–

(a) take copies or extracts from the document; or

(b) require the person producing the document to provide an explanation of the document.

(5) If a person who is required under this section to produce a document fails to do so, the

ombudsman may require him to state, to the best of his knowledge and belief, where the document

is.

(6) If a person claims a lien on a document, its production under this Part does not affect the lien.

(7) “Specified” means specified in the notice given under subsection (1).

Commencement

Pt XVI s. 231(1)-(7): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVI s. 231(1)-(7): United Kingdom 

Law In Force

232.— Powers of court where information required.

(1) If a person (“the defaulter”) fails to comply with a requirement imposed under section 231, the

ombudsman may certify that fact in writing to the court and the court may enquire into the case.

(2) If the court is satisfied that the defaulter failed without reasonable excuse to comply with the

requirement, it may deal with the defaulter (and, in the case of a body corporate, any director or [

other ]

1

 officer) as if he were in contempt [ ; and “officer”, in relation to a limited liability

partnership, means a member of the limited liability partnership. ]

2

Financial Services and Markets Act 2000 Page 437
(3) “Court” means–

(a) the High Court;

(b) in Scotland, the Court of Session.

Notes

1 Word inserted by Financial Services Act 2012 c. 21 Sch.11 para.8 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

2 Words added by Limited Liability Partnerships Regulations 2001/1090 Sch.5 para.21 (December 1, 2001: insertion

came into force on April 6, 2001 but could not take effect until the commencement of 2000 c.8 s.232 on December

1, 2001 as specified in SI 2001/3538 art.2(1))

Commencement

Pt XVI s. 232(1)-(3)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVI s. 232(1)-(3)(b): United Kingdom 

Law In Force

[ 232A Scheme operator's duty to provide information to FCA

If the scheme operator considers that it has information that, in its opinion, would or might be of

assistance to the FCA in advancing one or more of the FCA's operational objectives, it must disclose

that information to the FCA. ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.11 para.9 (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Extent

Pt XVI s. 232A: United Kingdom 

Law In Force

233. Data protection.

In section 31 of the Data Protection Act 1998 (regulatory activity), after subsection (4), insert–

“(4A) Personal data processed for the purpose of discharging any function which is conferred

by or under Part XVI of the Financial Services and Markets Act 2000 on the body established

by the Financial Services Authority for the purposes of that Part are exempt from the subject

information provisions in any case to the extent to which the application of those provisions

to the data would be likely to prejudice the proper discharge of the function.”

Financial Services and Markets Act 2000 Page 438
Commencement

Pt XVI s. 233: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVI s. 233: United Kingdom 

Funding

Law In Force

234.— Industry funding.

(1) For the purpose of funding–

(a) the establishment of the ombudsman scheme (whenever any relevant expense is incurred),

and

(b) its operation in relation to the compulsory jurisdiction,

the [ FCA ]

1

 may make rules requiring the payment to it or to the scheme operator, by authorised

persons or any class of authorised person [ , any electronic money issuer within the meaning of the

Electronic Money Regulations 2011 ]

2

[ or any payment service provider within the meaning of

the Payment Services Regulations 2009 ]

3

 of specified amounts (or amounts calculated in a specified

way).

(2) “Specified” means specified in the rules.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.10 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

2 Words inserted by Electronic Money Regulations 2011/99 Sch.4(1) para.2(3)(b) (February 9, 2011)

3 Words inserted by Payment Services Regulations 2009/209 Sch.6(1) para.1(1)(b) (March 2, 2009)

Commencement

Pt XVI s. 234(1)-(2): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XVI s. 234(1)-(2): United Kingdom 

R Repealed

234A [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(10) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI

2013/1998 art.11(9))

Financial Services and Markets Act 2000 Page 439
[ Successors to businesses]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.11 para.12 (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Law In Force

[ 234B Transfers of liability

(1) This section applies where a person (the “successor”) has assumed a liability (including a

contingent one) of a person (the “predecessor”) who was, or (apart from this section) would have

been, the respondent in respect of a complaint falling to be dealt with under the ombudsman scheme.

(2) The complaint may (but need not) be dealt with under this Part as if the successor were the

respondent.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.11 para.12 (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Extent

Pt XVI s. 234B(1)-(2): United Kingdom 

[ PART 16A

CONSUMER PROTECTION AND COMPETITION

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.43 (January 24, 2013: insertion has effect on January 24, 2013

for the purpose of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2; January 24, 2013

for the purpose of the power to give guidance of the kind specified by 2000 c.8 s.234G as specified by SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

[ Super-complaints and references to FCA ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.43 (January 24, 2013: insertion has effect on January 24, 2013

for the purpose of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2; January 24, 2013

for the purpose of the power to give guidance of the kind specified by 2000 c.8 s.234G as specified by SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 440
Law In Force

[ 234C Complaints by consumer bodies

(1) A designated consumer body may make a complaint to the FCA that a feature, or combination

of features, of a market in the United Kingdom for financial services is, or appears to be, significantly

damaging the interests of consumers.

(2) “Designated consumer body” means a body designated by the Treasury by order.

(3) The Treasury—

(a) may designate a body only if it appears to them to represent the interests of consumers

of any description, and

(b) must publish in such manner as they think fit (and may from time to time vary) criteria

to be applied by them in determining whether to make or revoke a designation.

(4) Sections 425A and 425B (meaning of “consumers”) apply for the purposes of this section, but

the references to consumers in this section do not include consumers who are authorised persons.

(5) In this section—

(a) “market in the United Kingdom”has the meaning given in section 140A;

(b) the reference to a feature of a market in the United Kingdom for financial services has

a meaning corresponding to that which a reference to a feature of a market in the United

Kingdom for goods and services has (by virtue of section 140A(3)) for the purposes of

Chapter 4 of Part 9A.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.43 (January 24, 2013: insertion has effect on January 24, 2013

for the purpose of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2; January 24, 2013

for the purpose of the power to give guidance of the kind specified by 2000 c.8 s.234G as specified by SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt XVIA s. 234C(1)-(5)(b): United Kingdom 

P Partially In Force

[ 234D Reference by scheme operator or regulated person

(1) A relevant person may make a reference to the FCA where it appears to that person that either

the first set of conditions or the second set of conditions are satisfied.

(2) Each of the following is a “relevant person”—

(a) the scheme operator;

(b) a regulated person.

(3) The first set of conditions is—

(a) that there may have been—

(i) in the case of a reference by the scheme operator, a regular failure by one or

more regulated persons to comply with requirements applicable to the carrying on

by them of any activity, or

Financial Services and Markets Act 2000 Page 441
(ii) in the case of a reference by a regulated person, a regular failure by that person

to comply with requirements applicable to the carrying on by that person of any

activity, and

(b) that as a result consumers have suffered, or may suffer, loss or damage in respect of

which, if they brought legal proceedings, a remedy or relief would be available in the

proceedings.

(4) The reference to the failure by a regulated person (“R”) to comply with a requirement applicable

to the carrying on by R of any activity includes anything done, or omitted to be done, by R in

carrying on the activity—

(a) which is a breach of a duty or other obligation, prohibition or restriction, or

(b) which otherwise gives rise to the availability of remedy or relief in legal proceedings.

(5) It does not matter whether—

(a) the duty or other obligation, prohibition or restriction, or

(b) the remedy or relief,

arises as a result of any provision made by or under this or any other Act, a rule of law or otherwise.

(6) The second set of conditions is—

(a) in the case of a reference by the scheme operator, that one or more regulated persons

have, on a regular basis, acted or failed to act, in such a way that, if a complaint were made

under the ombudsman scheme in relation to that conduct, the ombudsman would be likely

to determine the complaint in favour of the complainant,

(b) in the case of a reference by a regulated person, that the regulated person has, on a

regular basis, acted or failed to act in such a way that, if a complaint were made under the

ombudsman scheme in relation to that conduct, the ombudsman would be likely to determine

the complaint in favour of the complainant, and

(c) in either case, that—

(i) if the complaint would fall within the compulsory jurisdiction [...]2 , the

ombudsman would be likely to make an award under section 229(2)(a) or give a

direction under section 229(2)(b), or

(ii) if voluntary jurisdiction rules made for the purposes of section 227 provide for

the making of an award against a respondent or the giving of a direction that a

respondent take certain steps in relation to a complainant, and the complaint would

fall within the voluntary jurisdiction, the ombudsman would be likely to make such

an award or give such a direction.

(7) “Consumers”has the meaning given in section 1G.

(8) “Regulated person” means—

(a) an authorised person;

(b) an electronic money issuer, as defined in section 1H(8);

(c) a payment service provider, as defined in section 1H(8).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.43 (January 24, 2013: insertion has effect on January 24, 2013

for the purpose of the power to give guidance of the kind specified by 2000 c.8 s.234G as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

2 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(11) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Financial Services and Markets Act 2000 Page 442
Extent

Pt XVIA s. 234D(1)-(8)(c): United Kingdom 

Law In Force

[ 234E Response by FCA

(1) The FCA must within 90 days after the day on which it receives a complaint under section 234C

or a reference under section 234D publish a response stating how it proposes to deal with the

complaint or reference, and in particular—

(a) whether it has decided to take any action, or to take no action, and

(b) if it has decided to take action, what action it proposes to take.

(2) The response must—

(a) include a copy of the complaint or reference, and

(b) state the FCA's reasons for its proposals.

(3) The Treasury may by order amend subsection (1) by substituting any period for the period for

the time being specified there.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.43 (January 24, 2013: insertion has effect on January 24, 2013

for the purpose of the power to give guidance of the kind specified by 2000 c.8 s.234G as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt XVIA s. 234E(1)-(3): United Kingdom 

Law In Force

[ 234F Section 234E: exceptions

(1) This section applies where the FCA has received a reference under section 234D from a person

who is a relevant person as a result of subsection (2)(b) of that section.

(2) The duty to respond in section 234E does not apply if the FCA considers that the reference is

frivolous, vexatious or has been made in bad faith.

(3) The FCA must within 90 days after the day on which it receives the reference inform the person

who made it—

(a) that the duty to respond under section 234E does not apply by virtue of this section,

and

(b) of its reasons for reaching the conclusion in paragraph (a).

(4) The Treasury may by order amend subsection (3) by substituting any period for the period for

the time being specified there.

]

1

Financial Services and Markets Act 2000 Page 443
Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.43 (January 24, 2013: insertion has effect on January 24, 2013

for the purpose of the power to give guidance of the kind specified by 2000 c.8 s.234G as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt XVIA s. 234F(1)-(4): United Kingdom 

Law In Force

[ 234G Guidance

(1) The guidance given by the FCA under section 139A—

(a) must include guidance about the presentation of a reasoned case for a complaint under

section 234C or a reference under section 234D, and

(b) may include guidance about such other matters as appears to the FCA to be appropriate

for the purposes of section 234C or 234D.

(2) Guidance given under this section is to be taken to be general guidance as defined in section

139B(5).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.43 (January 24, 2013: insertion has effect on January 24, 2013

for the purpose of the power to give guidance of the kind specified by 2000 c.8 s.234G as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt XVIA s. 234G(1)-(2): United Kingdom 

[Competition ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.43 (January 24, 2013: insertion has effect on January 24, 2013

for the purpose of the power to give guidance of the kind specified by 2000 c.8 s.234G as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Law In Force

[ 234H Power of FCA to make request to Office of Fair Trading

(1) The FCA may ask the Office of Fair Trading (“the OFT”) to consider whether a feature, or

combination of features, of a market in the United Kingdom for financial services may prevent,

restrict or distort competition in connection with the supply or acquisition of any financial services

in the United Kingdom or a part of the United Kingdom.

Financial Services and Markets Act 2000 Page 444
(2) The OFT must, within 90 days after the day on which it receives the request, publish a response

stating how it proposes to deal with the request and in particular—

(a) whether it has decided to take any action, or to take no action, in response to the request,

and

(b) if it has decided to take action, what action it proposes to take.

(3) The response must state the OFT's reasons for its proposals.

(4) The Treasury may by order amend subsection (2) by substituting any period for the period for

the time being specified there.

(5) In this section—

(a) “market in the United Kingdom”has the meaning given in section 140A(1);

(b) the reference to a feature of a market in the United Kingdom for financial services has

a meaning corresponding to that which a reference to a feature of a market in the United

Kingdom for goods and services has (by virtue of section 140A(3)) for the purposes of

Chapter 4 of Part 9A.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.43 (January 24, 2013: insertion has effect on January 24, 2013

for the purpose of the power to give guidance of the kind specified by 2000 c.8 s.234G as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Pt XVIA s. 234H(1)-(5)(b): United Kingdom 

PART XVII

COLLECTIVE INVESTMENT SCHEMES

CHAPTER I

INTERPRETATION

Law In Force

235.— Collective investment schemes.

(1) In this Part “collective investment scheme” means any arrangements with respect to property

of any description, including money, the purpose or effect of which is to enable persons taking part

in the arrangements (whether by becoming owners of the property or any part of it or otherwise)

to participate in or receive profits or income arising from the acquisition, holding, management or

disposal of the property or sums paid out of such profits or income.

(2) The arrangements must be such that the persons who are to participate (“participants”) do not

have day-to-day control over the management of the property, whether or not they have the right

to be consulted or to give directions.

(3) The arrangements must also have either or both of the following characteristics–

Financial Services and Markets Act 2000 Page 445
(a) the contributions of the participants and the profits or income out of which payments

are to be made to them are pooled;

(b) the property is managed as a whole by or on behalf of the operator of the scheme.

(4) If arrangements provide for such pooling as is mentioned in subsection (3)(a) in relation to

separate parts of the property, the arrangements are not to be regarded as constituting a single

collective investment scheme unless the participants are entitled to exchange rights in one part for

rights in another.

(5) The Treasury may by order provide that arrangements do not amount to a collective investment

scheme–

(a) in specified circumstances; or

(b) if the arrangements fall within a specified category of arrangement.

Commencement

Pt XVII c. I s. 235(1)-(5)(b): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XVII c. I s. 235(1)-(5)(b): United Kingdom 

Law In Force

[ 235A.— Contractual schemes

(1) In this Part “contractual scheme” means—

(a) a co-ownership scheme; or

(b) a partnership scheme.

(2) In this Part “co-ownership scheme” means a collective investment scheme which satisfies the

conditions in subsection (3).

(3) The conditions are—

(a) that the arrangements constituting the scheme are contractual;

(b) that they are set out in a deed that is entered into between the operator and a depositary

and meets the requirements of subsection (4);

(c) that the scheme does not constitute a body corporate, a partnership or a limited

partnership;

(d) that the property subject to the scheme is held by, or to the order of, a depositary; and

(e) that either—

(i) the property is beneficially owned by the participants as tenants in common (or,

in Scotland, is the common property of the participants); or

(ii) where the arrangements constituting the scheme provide for such pooling as is

mentioned in section 235(3)(a) in relation to separate parts of the property, each

part is beneficially owned by the participants in that part as tenants in common (or,

in Scotland, is the common property of the participants in that part).

(4) The deed—

(a) must contain a statement that the arrangements are intended to constitute a co-ownership

scheme as defined in section 235A of the Financial Services and Markets Act 2000;

(b) must make provision for the issue and redemption of units;

Financial Services and Markets Act 2000 Page 446
(c) must—

(i) prohibit the transfer of units,

(ii) allow units to be transferred only if specified conditions are met, or

(iii) where the arrangements constituting the scheme provide for such pooling as

is mentioned in section 235(3)(a) in relation to separate parts of the property, in

relation to each separate part make provision falling within sub-paragraph (i) or (ii);

(d) must authorise the operator—

(i) to acquire, manage and dispose of property subject to the scheme; and

(ii) to enter into contracts which are binding on participants for the purposes of, or

in connection with, the acquisition, management or disposal of property subject to

the scheme; and

(e) must make provision requiring the operator and depositary to wind up the scheme in

specified circumstances.

(5) In this Part “partnership scheme” means a collective investment scheme which satisfies the

conditions in subsection (6).

(6) The conditions are—

(a) that the scheme is a limited partnership;

(b) that the limited partnership—

(i) at any time has only one general partner; and

(ii) on formation has only one limited partner, who is a person nominated by the

general partner (“the nominated partner”);

(c) that the arrangements constituting the partnership are set out in a deed that is entered

into between the general partner and the nominated partner;

(d) that the deed prohibits such pooling as is mentioned in section 235(3)(a) in relation to

separate parts of the property; and

(e) that the deed provides that if an authorisation order is made in respect of the limited

partnership under section 261D(1)—

(i) the property subject to the scheme is to be held by, or to the order of, a person

appointed to be a depositary;

(ii) the limited partners, other than the nominated partner, are to be the participants

in the scheme; and

(iii) the partnership is not dissolved on any person ceasing to be a limited partner

provided that there remains at least one limited partner.

(7) In this section “general partner”, “limited partner” and “limited partnership”have the same

meaning as in the Limited Partnerships Act 1907.

(8) In this Part “contractual scheme deed” means—

(a) in relation to a co-ownership scheme, the deed referred to in subsection (3)(b); and

(b) in relation to a partnership scheme, the deed referred to in subsection (6)(c) .

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(5) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

Financial Services and Markets Act 2000 Page 447
Extent

Pt XVII c. I s. 235A(1)-(8)(b): United Kingdom 

Law In Force

236.— Open-ended investment companies.

(1) In this Part “an open-ended investment company” means a collective investment scheme which

satisfies both the property condition and the investment condition.

(2) The property condition is that the property belongs beneficially to, and is managed by or on

behalf of, a body corporate (“BC”) having as its purpose the investment of its funds with the aim

of–

(a) spreading investment risk; and

(b) giving its members the benefit of the results of the management of those funds by or

on behalf of that body.

(3) The investment condition is that, in relation to BC, a reasonable investor would, if he were to

participate in the scheme–

(a) expect that he would be able to realize, within a period appearing to him to be reasonable,

his investment in the scheme (represented, at any given time, by the value of shares in, or

securities of, BC held by him as a participant in the scheme); and

(b) be satisfied that his investment would be realized on a basis calculated wholly or mainly

by reference to the value of property in respect of which the scheme makes arrangements.

(4) In determining whether the investment condition is satisfied, no account is to be taken of any

actual or potential redemption or repurchase of shares or securities under–

[ (a) Chapters 3 to 7 of Part 18 of the Companies Act 2006; ]

1

(c) corresponding provisions in force in another EEA State; or

(d) provisions in force in a country or territory other than an EEA state which the Treasury

have, by order, designated as corresponding provisions.

(5) The Treasury may by order amend the definition of “an open-ended investment company” for

the purposes of this Part.

Notes

1

S.236(4)(a) substituted for s.236(4)(a)-(b) by Companies Act 2006 (Consequential Amendments, Transitional

Provisions and Savings) Order 2009/1941 Sch.1 para.181(3) (October 1, 2009)

Commencement

Pt XVII c. I s. 236(1)-(5): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XVII c. I s. 236(1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 448
Law In Force

237.— Other definitions.

(1) In this Part “unit trust scheme” means a collective investment scheme under which the property

is held on trust for the participants[ , except that it does not include a contractual scheme ]

1

.

(2) In this Part–

“trustee”, in relation to a unit trust scheme, means the person holding the property in question

on trust for the participants;

“depositary”, in relation to–

(a) a collective investment scheme which is constituted by a body incorporated by

virtue of regulations under section 262, or

(b) any other collective investment scheme which is not a unit trust scheme,

means any person to whom the property subject to the scheme is entrusted for safekeeping;

[ “management company”has the meaning given in Article 2.1(b) of the UCITS directive; ]

2

[ “the operator”—

(a) in relation to a unit trust scheme with a separate trustee, means the manager;

[ (aa) in relation to a co-ownership scheme, means the operator appointed under

the terms of the contractual scheme deed;

(ab) in relation to a partnership scheme, means the general partner; ]

4

(b) in relation to an open-ended investment company, means that company; and

(c) in relation to an EEA UCITS which is not an open-ended investment company

or unit trust scheme, means the management company for that UCITS;

]

3

“units” means the rights or interests (however described) of the participants in a collective

investment scheme [ ; ]

5

[ “working day”has the meaning given in section 191G(2). ]

5

(3) In this Part–

“an authorised unit trust scheme” means a unit trust scheme which is authorised for the

purposes of this Act by an authorisation order in force under section 243;

[ “an authorised contractual scheme” means a contractual scheme which is authorised for

the purposes of this Act by an authorisation order in force under section 261D(1); ]

6

“an authorised open-ended investment company” means a body incorporated by virtue of

regulations under section 262 in respect of which an authorisation order is in force under

any provision made in such regulations by virtue of subsection (2)(1) of that section;

[ “EEA UCITS” means a UCITS which is authorised pursuant to Article 5 of the UCITS

directive in an EEA State other than the United Kingdom;

“feeder UCITS” means a UCITS, or a sub-fund of a UCITS, which has been approved by

the [ FCA ]

8

 or (where relevant) by its home state regulator to invest 85% or more of the

total property which is subject to the collective investment scheme constituted by the UCITS

in units of another UCITS or UCITS sub-fund (the “master UCITS”); ]

7

“a recognised scheme” means a scheme recognised under [section 264 or 272 ]

9

.

[ “UCITS”has the meaning given in Article 1.2 of the UCITS directive;

“UK UCITS” means a UCITS which is an authorised unit trust scheme [ , an authorised

contractual scheme ]

11 or an authorised open-ended investment company . ]10

[ (4) In this Part, references to a sub-fund of a UCITS are references to a part of the property of the

UCITS which forms a separate pool where—

Financial Services and Markets Act 2000 Page 449
(a) the UCITS provides arrangements for separate pooling of the contributions of the

participants and the profits and income out of which payments are made to them; and

(b) the participants are entitled to exchange rights in one pool for rights in another.

]

12

[ (5) In this Part “umbrella co-ownership scheme” means an authorised contractual scheme which

satisfies the conditions in subsection (6).

(6) The conditions are—

(a) that the scheme is a co-ownership scheme;

(b) that the arrangements constituting the scheme provide for such pooling as is mentioned

in section 235(3)(a) in relation to separate parts of the property; and

(c) that the participants are entitled under the terms of the scheme to exchange rights in

one part for rights in another.

(7) In this Part “sub-scheme”, in relation to an umbrella co-ownership scheme, means the

arrangements constituting the scheme so far as they relate to a separate part of the property.

(8) In this Part “stand-alone co-ownership scheme” means an authorised contractual scheme which—

(a) is a co-ownership scheme; and

(b) is not an umbrella co-ownership scheme.

]

13

Notes

1 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(6)(a) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

2 Definition inserted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613

Pt 2 reg.2(14)(a)(i) (July 1, 2011)

3 Definition substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613

Pt 2 reg.2(14)(a)(ii) (July 1, 2011)

4 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(6)(b) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

5 Definition inserted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613

Pt 2 reg.2(14)(a)(iii) (July 1, 2011)

6 Definition inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(6)(c)(i) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

7 Definitions inserted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613

Pt 2 reg.2(14)(b)(i) (July 1, 2011)

8 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(a) (April 1, 2013)

9 Word repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.16 (July 22, 2013:

repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

10 Definitions inserted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613

Pt 2 reg.2(14)(b)(ii) (July 1, 2011)

11 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(6)(c)(ii) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

12 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(14)(c)

(July 1, 2011)

13 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(6)(d) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

Financial Services and Markets Act 2000 Page 450
Commencement

Pt XVII c. I s. 237(1)-(3) definition of "a recognised scheme": February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1)

para. 1)

Extent

Pt XVII c. I s. 237(1)-(8)(b): United Kingdom 

CHAPTER II

RESTRICTIONS ON PROMOTION

Law In Force

238.— Restrictions on promotion.

(1) An authorised person must not communicate an invitation or inducement to participate in a

collective investment scheme.

(2) But that is subject to the following provisions of this section and to section 239.

(3) Subsection (1) applies in the case of a communication originating outside the United Kingdom

only if the communication is capable of having an effect in the United Kingdom.

(4) Subsection (1) does not apply in relation to–

(a) an authorised unit trust scheme;

[ (aa) an authorised contractual scheme; ]

1

(b) a scheme constituted by an authorised open-ended investment company; or

(c) a recognised scheme.

(5) Subsection (1) does not apply to anything done in accordance with rules made by the [ FCA ]

2

for the purpose of exempting from that subsection the promotion otherwise than to the general

public of schemes of specified descriptions.

(6) The Treasury may by order specify circumstances in which subsection (1) does not apply.

(7) An order under subsection (6) may, in particular, provide that subsection (1) does not apply in

relation to communications–

(a) of a specified description;

(b) originating in a specified country or territory outside the United Kingdom;

(c) originating in a country or territory which falls within a specified description of country

or territory outside the United Kingdom; or

(d) originating outside the United Kingdom.

(8) The Treasury may by order repeal subsection (3).

(9) “Communicate”includes causing a communication to be made.

(10) “Promotion otherwise than to the general public”includes promotion in a way designed to

reduce, so far as possible, the risk of participation by persons for whom participation would be

unsuitable.

(11) “Participate”, in relation to a collective investment scheme, means become a participant (within

the meaning given by section 235(2)) in the scheme.

Financial Services and Markets Act 2000 Page 451
Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(7) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(a) (April 1, 2013)

Commencement

Pt XVII c. II s. 238(1)-(11): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVII c. II s. 238(1)-(11): United Kingdom 

Law In Force

239.— Single property schemes.

(1) The Treasury may by regulations make provision for exempting single property schemes from

section 238(1).

(2) For the purposes of subsection (1) a single property scheme is a scheme which has the

characteristics mentioned in subsection (3) and satisfies such other requirements as are prescribed

by the regulations conferring the exemption.

(3) The characteristics are–

(a) that the property subject to the scheme (apart from cash or other assets held for

management purposes) consists of–

(i) a single building (or a single building with ancillary buildings) managed by or

on behalf of the operator of the scheme, or

(ii) a group of adjacent or contiguous buildings managed by him or on his behalf

as a single enterprise,

with or without ancillary land and with or without furniture, fittings or other contents of

the building or buildings in question; and

(b) that the units of the participants in the scheme are either dealt in on a recognised

investment exchange or offered on terms such that any agreement for their acquisition is

conditional on their admission to dealings on such an exchange.

(4) If regulations are made under subsection (1), the [ FCA ]

1

 may make rules imposing duties or

liabilities on the operator and (if any) the trustee or depositary of a scheme exempted by the

regulations.

(5) The rules may include, to such extent as the Authority thinks appropriate, provision for purposes

corresponding to those for which provision can be made under section 248 in relation to authorised

unit trust schemes.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(a) (April 1, 2013)

Financial Services and Markets Act 2000 Page 452
Commencement

Pt XVII c. II s. 239(1)-(3)(b): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Pt XVII c. II s. 239(4)-(5): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XVII c. II s. 239(1)-(5): United Kingdom 

Law In Force

240.— Restriction on approval of promotion.

(1) An authorised person may not approve for the purposes of section 21 the content of a

communication relating to a collective investment scheme if he would be prohibited by section

238(1) from effecting the communication himself or from causing it to be communicated.

(2) For the purposes of determining in any case whether there has been a contravention of section

21(1), an approval given in contravention of subsection (1) is to be regarded as not having been

given.

Commencement

Pt XVII c. II s. 240(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVII c. II s. 240(1)-(2): United Kingdom 

Law In Force

241. Actions for damages.

If an authorised person contravenes a requirement imposed on him by [section 238 or 240, section

138D ]

1

 applies to the contravention as it applies to a contravention mentioned in [section

138D(2) ]

1

 .

Notes

1 Words substituted by Financial Services Act 2012 (Consequential Amendments) Order 2013/636 Sch.1 para.6

(April 1, 2013)

Commencement

Pt XVII c. II s. 241: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVII c. II s. 241: United Kingdom 

Financial Services and Markets Act 2000 Page 453
CHAPTER III

AUTHORISED UNIT TRUST SCHEMES

Applications for authorisation

Law In Force

242.— Applications for authorisation of unit trust schemes.

(1) Any application for an order declaring a unit trust scheme to be an authorised unit trust scheme

must be made to the [ FCA ]

1

 by the manager and trustee, or proposed manager and trustee, of the

scheme.

(2) The manager and trustee (or proposed manager and trustee) must be different persons.

(3) The application–

(a) must be made in such manner as the Authority may direct; and

(b) must contain or be accompanied by such information as the Authority may reasonably

require for the purpose of determining the application.

(4) At any time after receiving an application and before determining it, the Authority may require

the applicants to provide it with such further information as it reasonably considers necessary to

enable it to determine the application.

(5) Different directions may be given, and different requirements imposed, in relation to different

applications.

(6) The Authority may require applicants to present information which they are required to give

under this section in such form, or to verify it in such a way, as the Authority may direct.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

Commencement

Pt XVII c. III s. 242(1)-(6): June 18, 2001 for the purposes of giving directions or imposing requirements as mentioned

under s.242(3); September 3, 2001 for the purposes of authorisation orders and applications for such orders coming

into force no sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise (2000

c. 8 Pt II s. 19; SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 242(1)-(6): United Kingdom 

Law In Force

243.— Authorisation orders.

(1) If, on an application under section 242 in respect of a unit trust scheme, the [ FCA ]

1

 –

(a) is satisfied that the scheme complies with the requirements set out in this section,

(b) is satisfied that the scheme complies with the requirements of the trust scheme rules,

and

Financial Services and Markets Act 2000 Page 454
(c) has been provided with a copy of the trust deed and a certificate signed by a solicitor

to the effect that it complies with such of the requirements of this section or those rules as

relate to its contents,

the Authority may make an order declaring the scheme to be an authorised unit trust scheme.

(2) If the Authority makes an order under subsection (1), it must give written notice of the order

to the applicant.

(3) In this Chapter “authorisation order” means an order under subsection (1).

(4) The manager and the trustee must be persons who are independent of each other.

[(5) The manager and the trustee must each be a body corporate incorporated in the United Kingdom

or another EEA State, and the affairs of each must be administered in the country in which it is

incorporated.

(5A) The trustee must have a place of business in the United Kingdom, and the manager must have

a place of business in the United Kingdom or in another EEA State. ]

2

(6) If the manager is incorporated in another EEA State, the scheme must not be one which satisfies

the requirements prescribed for the purposes of section 264.

(7) The manager and the trustee must each be an authorised person and the manager must have

permission to act as manager and the trustee must have permission to act as trustee.

[ (7A) The manager must be a fit and proper person to manage the unit trust scheme to which the

application relates. ]

3

(8) The name of the scheme must not be undesirable or misleading.

(9) The purposes of the scheme must be reasonably capable of being successfully carried into effect.

(10) The participants must be entitled to have their units redeemed in accordance with the scheme

at a price–

(a) related to the net value of the property to which the units relate; and

(b) determined in accordance with the scheme.

(11) But a scheme is to be treated as complying with subsection (10) if it requires the manager to

ensure that a participant is able to sell his units on an investment exchange at a price not significantly

different from that mentioned in that subsection.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

2

S.243(5) and (5A) substituted for s.243(5) by Undertakings for Collective Investment in Transferable Securities

Regulations 2011/1613 Pt 2 reg.2(15)(a) (July 1, 2011)

3 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(15)(b)

(July 1, 2011)

Commencement

Pt XVII c. III s. 243(1)-(11): September 3, 2001 for the purposes of authorisation orders and applications for such

orders coming into force no sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1,

2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 455
Extent

Pt XVII c. III s. 243(1)-(11): United Kingdom 

Law In Force

244.— Determination of applications.

(1) [ Subject to subsection (1A), an ]

1

 application under section 242 must be determined by the

[ FCA ]

2

 before the end of the period of six months beginning with the date on which it receives

the completed application.

[ (1A) An application under section 242 for authorisation of a unit trust scheme which is a UCITS

must be determined by the Authority before the end of two months beginning with the date on

which it receives the application. ]

3

(2) The Authority may determine an incomplete application if it considers it appropriate to do so;

and it must in any event determine such an application within twelve months beginning with the

date on which it first receives the application.

(3) The applicant may withdraw his application, by giving the Authority written notice, at any time

before the Authority determines it.

Notes

1 Words inserted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt

2 reg.2(16)(a) (July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

3 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(16)(b)

(July 1, 2011)

Commencement

Pt XVII c. III s. 244(1)-(3): September 3, 2001 for the purposes of authorisation orders and applications for such orders

coming into force no sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001

otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 244(1)-(3): United Kingdom 

Applications refused

Law In Force

245.— Procedure when refusing an application.

(1) If the [ FCA ]

1

 proposes to refuse an application made under section 242 it must give each of

the applicants a warning notice.

(2) If the Authority decides to refuse the application–

(a) it must give each of the applicants a decision notice; and

(b) either applicant may refer the matter to the Tribunal.

Financial Services and Markets Act 2000 Page 456
Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

Commencement

Pt XVII c. III s. 245(1)-(2)(b): September 3, 2001 for the purposes of authorisation orders and applications for such

orders coming into force no sooner than December 1, 2001, the commencement of 2000 c.8 s.19; December 1, 2001

otherwise (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 245(1)-(2)(b): United Kingdom 

Certificates

Law In Force

246.— Certificates.

(1) If the manager or trustee of a unit trust scheme which complies with the conditions necessary

for it to enjoy the rights conferred by any relevant [ EU ]

1

 instrument so requests, the [ FCA ]

2

may issue a certificate to the effect that the scheme complies with those conditions.

(2) Such a certificate may be issued on the making of an authorisation order in respect of the scheme

or at any subsequent time.

Notes

1 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(d) (April 22, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

Commencement

Pt XVII c. III s. 246(1)-(2): September 3, 2001 for the purposes of certificates coming into force no sooner than

December 1, 2001, the commencement of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632

art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 246(1)-(2): United Kingdom 

Rules

Law In Force

247.— Trust scheme rules.

(1) The [ FCA ]

1

 may make rules (“trust scheme rules”) as to–

(a) the constitution, management and operation of authorised unit trust schemes;

(b) the powers, duties, rights and liabilities of the manager and trustee of any such scheme;

(c) the rights and duties of the participants in any such scheme; and

Financial Services and Markets Act 2000 Page 457
(d) the winding up of any such scheme.

(2) Trust scheme rules may, in particular, make provision–

(a) as to the issue and redemption of the units under the scheme;

(b) as to the expenses of the scheme and the means of meeting them;

(c) for the appointment, removal, powers and duties of an auditor for the scheme;

(d) for restricting or regulating the investment and borrowing powers exercisable in relation

to the scheme;

(e) requiring the keeping of records with respect to the transactions and financial position

of the scheme and for the inspection of those records;

(f) requiring the preparation of periodical reports with respect to the scheme and the

provision of those reports to the participants and to the [ FCA ]

1

 ; and

(g) with respect to the amendment of the scheme.

(3) Trust scheme rules may make provision as to the contents of the trust deed, including provision

requiring any of the matters mentioned in subsection (2) to be dealt with in the deed.

(4) But trust scheme rules are binding on the manager, trustee and participants independently of

the contents of the trust deed and, in the case of the participants, have effect as if contained in it.

(5) If–

(a) a modification is made of the statutory provisions in force in [ the United Kingdom ]

2

relating to companies,

(b) the modification relates to the rights and duties of persons who hold the beneficial title

to any shares in a company without also holding the legal title, and

(c) it appears to the Treasury that, for the purpose of assimilating the law relating to

authorised unit trust schemes to the law relating to companies as so modified, it is expedient

to modify the rule-making powers conferred on the [ FCA ]

1

 by this section,

the Treasury may by order make such modifications of those powers as they consider appropriate.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

2 Words substituted by Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order

2011/1265 art.12(2) (May 12, 2011)

Commencement

Pt XVII c. III s. 247(1)-(5)(c): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XVII c. III s. 247(1)-(5)(c): United Kingdom 

Law In Force

248.— Scheme particulars rules.

(1) The [ FCA ]

1

 may make rules (“scheme particulars rules”) requiring the manager of an

authorised unit trust scheme–

(a) to submit scheme particulars to the [ FCA ]

1

 ; and

(b) to publish scheme particulars or make them available to the public on request.

Financial Services and Markets Act 2000 Page 458
(2) “Scheme particulars” means particulars in such form, containing such information about the

scheme and complying with such requirements, as are specified in scheme particulars rules.

(3) Scheme particulars rules may require the manager of an authorised unit trust scheme to submit,

and to publish or make available, revised or further scheme particulars if there is a significant

change affecting any matter–

(a) which is contained in scheme particulars previously published or made available; and

(b) whose inclusion in those particulars was required by the rules.

(4) Scheme particulars rules may require the manager of an authorised unit trust scheme to submit,

and to publish or make available, revised or further scheme particulars if–

(a) a significant new matter arises; and

(b) the inclusion of information in respect of that matter would have been required in

previous particulars if it had arisen when those particulars were prepared.

(5) Scheme particulars rules may provide for the payment, by the person or persons who in

accordance with the rules are treated as responsible for any scheme particulars, of compensation

to any qualifying person who has suffered loss as a result of–

(a) any untrue or misleading statement in the particulars; or

(b) the omission from them of any matter required by the rules to be included.

(6) “Qualifying person” means a person who–

(a) has become or agreed to become a participant in the scheme; or

(b) although not being a participant, has a beneficial interest in units in the scheme.

(7) Scheme particulars rules do not affect any liability which any person may incur apart from the

rules.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

Commencement

Pt XVII c. III s. 248(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XVII c. III s. 248(1)-(7): United Kingdom 

Law In Force

249.— [ Disciplinary measures]

1

(1) If it appears to the [ FCA ]

2

 that an auditor has failed to comply with a duty imposed on him

by trust scheme rules, [ it may do one or more of the following—]

3

[ (a) disqualify the auditor from being the auditor of any authorised unit trust scheme [ ,

authorised contractual scheme ]

4

 or authorised open-ended investment company;

(b) publish a statement to the effect that it appears to the FCA that the auditor has failed

to comply with the duty;

(c) impose on the auditor a penalty, payable to the FCA, of such amount as the FCA

considers appropriate. ]

3

Financial Services and Markets Act 2000 Page 459
[ (2) Sections 345B to 345E have effect in relation to the taking of action under subsection (1) as

they have effect in relation to the taking of action under section 345(2). ]

5

Notes

1 Heading substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.10(4) (January 24, 2013 for the purpose

of the preparation and issue of a statement of policy under 2000 c.8 s.345D as applied by 2000 c.8 s.249(2); April

1, 2013 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

3

S.249(1)(a)-(c) and words substituted for words by Financial Services Act 2012 c. 21 Sch.18(1) para.10(2) (January

24, 2013 for the purpose of the preparation and issue of a statement of policy under 2000 c.8 s.345D as applied

by 2000 c.8 s.249(2); April 1, 2013 otherwise)

4 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(8) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

5

Substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.10(3) (January 24, 2013 for the purpose of the

preparation and issue of a statement of policy under 2000 c.8 s.345D as applied by 2000 c.8 s.249(2); April 1,

2013 otherwise)

Commencement

Pt XVII c. III s. 249(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 249(1)-(2): United Kingdom 

Law In Force

250.— Modification or waiver of rules.

(1) In this section “rules” means–

(a) trust scheme rules; or

(b) scheme particulars rules.

(2) The [ FCA ]

1

 may, on the application or with the consent of any person to whom any rules

apply, direct that all or any of the rules–

(a) are not to apply to him as respects a particular scheme; or

(b) are to apply to him, as respects a particular scheme, with such modifications as may be

specified in the direction.

(3) The [ FCA ]

1

 may, on the application or with the consent of the manager and trustee of a

particular scheme acting jointly, direct that all or any of the rules–

(a) are not to apply to the scheme; or

(b) are to apply to the scheme with such modifications as may be specified in the direction.

(4) [ Section 138A and subsections (1) to (3), (5) and (6) of section 138B]

2

 have effect in relation

to a direction under subsection (2) as they have effect in relation to a direction under [section

138A(1) ]

3

 but with the following modifications–

(a) [...]4

(b) any reference to the [ person ]

5

 is to be read as a reference to the person mentioned in

subsection (2); and

(c) [section 138B(3)(c) ]

6

 is to be read, in relation to a participant of the scheme, as if the

word “commercial” were omitted.

Financial Services and Markets Act 2000 Page 460
(5) [ Section 138A and subsections (1) to (3), (5) and (6) of section 138B]

7

 have effect in relation

to a direction under subsection (3) as they have effect in relation to a direction under [section

138A(1) ]

8

 but with the following modifications–

(a) [subsection (4)(a) of section 138A ]

9

 is to be read as if the words “by the [...]10 person”

were omitted;

(b) [section 138B(3)(c) and the definition of “immediate group” in section 421ZA as it

applies to that section ]

11 are to be read as if references to the [...]10 person were references

to each of the manager and the trustee of the scheme;

(c) [section 138B(3)(c) ]

12 is to be read, in relation to a participant of the scheme, as if

the word “commercial” were omitted;

(d) [section 138B(5) ]

13 is to be read as if the reference to the [...]10 person concerned

were a reference to the scheme concerned and to its manager and trustee; and

(e) [section 138A(7)]

14 is to be read as if the reference to the [...]10 person were a reference

to the manager and trustee of the scheme acting jointly.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.11(2)(a) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.11(2)(b) (April 1, 2013)

4 Repealed by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.11(a) (July 12,

2007)

5 Words substituted by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.11(b)

(July 12, 2007)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.11(2)(c) (April 1, 2013)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.11(3)(a) (April 1, 2013)

8 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.11(3)(b) (April 1, 2013)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.11(3)(c) (April 1, 2013)

10 Word repealed by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.11(c) (July

12, 2007)

11 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.11(3)(d) (April 1, 2013)

12 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.11(3)(e) (April 1, 2013)

13 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.11(3)(f) (April 1, 2013)

14 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.11(3)(g) (April 1, 2013)

Commencement

Pt XVII c. III s. 250(1)-(5)(e): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XVII c. III s. 250(1)-(5)(e): United Kingdom 

Financial Services and Markets Act 2000 Page 461
Alterations

Law In Force

251.— Alteration of schemes and changes of manager or trustee.

[ (A1) This section applies where the manager of an authorised unit trust scheme proposes—

(a) to make an alteration to the scheme, other than an alteration—

(i) to which section 252A applies; or

(ii) to which Part 4 of the Undertakings for Collective Investment in Transferable

Securities Regulations 2011 (mergers) applies; or

(b) to replace its trustee.

(1) The manager must give written notice of the proposal to the [ FCA ]

2

 . ]

1

(2) Any notice given in respect of a proposal to alter the scheme involving a change in the trust

deed must be accompanied by a certificate signed by a solicitor to the effect that the change will

not affect the compliance of the deed with the trust scheme rules.

(3) The trustee of an authorised unit trust scheme must give written notice to the [ FCA ]

2

 of any

proposal to replace the manager of the scheme.

(4) Effect is not to be given to any proposal of which notice has been given under subsection (1)

or (3) unless–

(a) the [ FCA ]

2

 , by written notice, has given its approval to the proposal; or

(b) one month, beginning with the date on which the notice was given, has expired without

the manager or trustee having received from the [ FCA ]

2

 a warning notice under section

252 in respect of the proposal.

(5) The [ FCA ]

2

 must not approve a proposal to replace the manager or the trustee of an authorised

unit trust scheme unless it is satisfied that, if the proposed replacement is made, the scheme will

continue to comply with the requirements of section 243(4) to (7).

Notes

1

S.251(A1) and (1) substituted for s.251(1) by Undertakings for Collective Investment in Transferable Securities

Regulations 2011/1613 Pt 2 reg.2(17) (July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

Commencement

Pt XVII c. III s. 251(1)-(3), (4)(a), (5): September 3, 2001 for the purposes of the giving of notice of any proposal to

alter a scheme, or to replace its trustee or manager, and the giving of approval to any such proposal coming into force

no sooner than December 1, 2001, the commencement of 2000 c.8 s.19; December 1, 2001 otherwise (SI 2001/2632

art. 2, Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Pt XVII c. III s. 251(4): September 3, 2001 

Pt XVII c. III s. 251(4)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 251(A1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 462
Law In Force

252.— Procedure when refusing approval [ of a proposal under section 251 ]

1

 .

(1) If the [ FCA ]

2

 proposes to refuse approval of a proposal [ under section 251 ]

3

 to replace the

trustee or manager of an authorised unit trust scheme, it must give a warning notice to the person

by whom notice of the proposal was given under section 251(1) or (3).

(2) If the [ FCA ]

2

 proposes to refuse approval of a proposal [ under section 251 ]

3

 to alter an

authorised unit trust scheme it must give separate warning notices to the manager and the trustee

of the scheme.

(3) To be valid the warning notice must be received by that person before the end of one month

beginning with the date on which notice of the proposal was given.

(4) If, having given a warning notice to a person, the [ FCA ]

2

 decides to refuse approval–

(a) it must give him a decision notice; and

(b) he may refer the matter to the Tribunal.

Notes

1 Words substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613

Pt 2 reg.2(18)(a) (July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

3 Words inserted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt

2 reg.2(18)(b) (July 1, 2011)

Commencement

Pt XVII c. III s. 252(1)-(4)(b): September 3, 2001 for the purposes of the giving of notice of any proposal to alter a

scheme, or to replace its trustee or manager, and the giving of approval to any such proposal coming into force no

sooner than December 1, 2001, the commencement of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s.

19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 252(1)-(4)(b): United Kingdom 

Law In Force

[ 252A.— Proposal to convert to a non-feeder UCITS

(1) This section applies where the manager of an authorised unit trust scheme which is a feeder

UCITS proposes to make an alteration to the scheme which—

(a) involves a change in the trust deed, and

(b) will enable the scheme to convert into a UCITS which is not a feeder UCITS.

(2) The manager must give written notice of the proposal to the [ FCA ]

2

 .

(3) Any notice given in respect of such a proposal must be accompanied by—

(a) a certificate signed by a solicitor to the effect that the change will not affect the

compliance of the deed with the trust scheme rules; and

(b) the specified information.

(4) The [ FCA ]

2

 must, within 15 working days after the date on which it received the notice under

subsection (2), give—

Financial Services and Markets Act 2000 Page 463
(a) written notice to the manager of the scheme that the [ FCA ]

2

 approves the proposed

amendments to the trust deed, or

(b) separate warning notices to the manager and trustee of the scheme that the [ FCA ]

2

proposes to refuse approval of the proposed amendments.

(5) Effect is not to be given to any proposal of which notice has been given under subsection (2)

unless the [ FCA ]

2

 , by written notice, has given its approval to the proposal.

(6) If, having given a warning notice to a person, the [ FCA ]

2

 decides to refuse approval—

(a) it must give that person a decision notice; and

(b) that person may refer the matter to the Tribunal.

(7) Subsection (8) applies where—

(a) the notice given under subsection (2) relates to a proposal to amend the trust deed of a

feeder UCITS to enable it to convert into a UCITS which is not a feeder UCITS following

the winding-up of its master UCITS; and

(b) the proceeds of the winding-up are to be paid to the feeder UCITS before the date on

which the feeder UCITS proposes to start investing in accordance with the new investment

objectives and policy provided for in its amended trust deed and scheme rules.

(8) Where this subsection applies, the [ FCA ]

2

 may only approve the proposal subject to the

conditions set out in section 283A(5) and (6).

(9) In this section, “specified” means—

(a) specified in rules made by the [ FCA ]

2

 to implement the UCITS directive, or

(b) specified in any directly applicable Community regulation or decision made under the

UCITS directive.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(19)

(July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(b) (April 1, 2013)

Extent

Pt XVII c. III s. 252A(1)-(9)(b): United Kingdom 

Exclusion clauses

Law In Force

253. Avoidance of exclusion clauses.

Any provision of the trust deed of an authorised unit trust scheme is void in so far as it would have

the effect of exempting the manager or trustee from liability for any failure to exercise due care

and diligence in the discharge of his functions in respect of the scheme.

Financial Services and Markets Act 2000 Page 464
Commencement

Pt XVII c. III s. 253: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 253: United Kingdom 

Ending of authorisation

Law In Force

254.— Revocation of authorisation order otherwise than by consent.

(1) An authorisation order may be revoked by an order made by the [ FCA ]

1

 if it appears to the

[ FCA ]

1

 that–

(a) one or more of the requirements for the making of the order are no longer satisfied;

(b) the manager or trustee of the scheme concerned has contravened a requirement imposed

on him by or under this Act;

(c) the manager or trustee of the scheme has, in purported compliance with any such

requirement, knowingly or recklessly given the [ FCA ]

1

 information which is false or

misleading in a material particular;

(d) no regulated activity is being carried on in relation to the scheme and the period of that

inactivity began at least twelve months earlier; or

(e) none of paragraphs (a) to (d) applies, but it is desirable to revoke the authorisation order

in order to protect the interests of participants or potential participants in the scheme.

(2) For the purposes of subsection (1)(e), the [ FCA ]

1

 may take into account any matter relating

to–

(a) the scheme;

(b) the manager or trustee;

(c) any person employed by or associated with the manager or trustee in connection with

the scheme;

(d) any director of the manager or trustee;

(e) any person exercising influence over the manager or trustee;

(f) any body corporate in the same group as the manager or trustee;

(g) any director of any such body corporate;

(h) any person exercising influence over any such body corporate.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

Commencement

Pt XVII c. III s. 254(1)-(2)(h): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XVII c. III s. 254(1)-(2)(h): United Kingdom 

Financial Services and Markets Act 2000 Page 465
Law In Force

255.— Procedure.

(1) If the [ FCA ]

1

 proposes to make an order under section 254 revoking an authorisation order

(“a revoking order”), it must give separate warning notices to the manager and the trustee of the

scheme.

(2) If the [ FCA ]

1

 decides to make a revoking order, it must without delay give each of them a

decision notice and either of them may refer the matter to the Tribunal.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

Commencement

Pt XVII c. III s. 255(1)-(2): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XVII c. III s. 255(1)-(2): United Kingdom 

Law In Force

256.— Requests for revocation of authorisation order.

(1) An authorisation order may be revoked by an order made by the [ FCA ]

1

 at the request of the

manager or trustee of the scheme concerned.

(2) If the [ FCA ]

1

 makes an order under subsection (1), it must give written notice of the order

to the manager and trustee of the scheme concerned.

(3) The [ FCA ]

1

 may refuse a request to make an order under this section if it considers that–

(a) the public interest requires that any matter concerning the scheme should be investigated

before a decision is taken as to whether the authorisation order should be revoked; or

(b) revocation would not be in the interests of the participants or would be incompatible

with [ an EU ]

2

 obligation.

(4) If the [ FCA ]

1

 proposes to refuse a request under this section, it must give separate warning

notices to the manager and the trustee of the scheme.

(5) If the [ FCA ]

1

 decides to refuse the request, it must without delay give each of them a decision

notice and either of them may refer the matter to the Tribunal.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

2 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(e) (April 22, 2011)

Commencement

Pt XVII c. III s. 256(1)-(5): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XVII c. III s. 256(1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 466
Powers of intervention

Law In Force

257.— Directions.

(1) The [ FCA ]

1

 may give a direction under this section if it appears to the [ FCA ]

1

 that–

(a) one or more of the requirements for the making of an authorisation order are no longer

satisfied;

[ (b) the manager or trustee of an authorised unit trust scheme has contravened, or is likely

to contravene, a requirement imposed—

(i) by or under this Act; or

(ii) by any directly applicable Community regulation or decision made under the

UCITS directive;

]

2

(c) the manager or trustee of such a scheme has, in purported compliance with any such

requirement, knowingly or recklessly given the [ FCA ]

1

 information which is false or

misleading in a material particular; or

(d) none of paragraphs (a) to (c) applies, but it is desirable to give a direction in order to

protect the interests of participants or potential participants in such a scheme.

(2) A direction under this section may–

(a) require the manager of the scheme to cease the issue or redemption, or both the issue

and redemption, of units under the scheme;

(b) require the manager and trustee of the scheme to wind it up.

(3) If the authorisation order is revoked, the revocation does not affect any direction under this

section which is then in force.

(4) A direction may be given under this section in relation to a scheme in the case of which the

authorisation order has been revoked if a direction under this section was already in force at the

time of revocation.

(5) If a person contravenes a direction under this section, [section 138D ]

3

 applies to the

contravention as it applies to a contravention mentioned in that section.

(6) The [ FCA ]

1

 may, either on its own initiative or on the application of the manager or trustee

of the scheme concerned, revoke or vary a direction given under this section if it appears to the

[ FCA ]

1

 –

(a) in the case of revocation, that it is no longer necessary for the direction to take effect

or continue in force;

(b) in the case of variation, that the direction should take effect or continue in force in a

different form.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

2

Substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(20) (July 1, 2011)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.12 (April 1, 2013)

Financial Services and Markets Act 2000 Page 467
Commencement

Pt XVII c. III s. 257(1)-(6)(b): September 3, 2001 for the purposes of the giving of directions coming into force no

sooner than December 1, 2001, the commencement of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s.

19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 257(1)-(6)(b): United Kingdom 

Law In Force

258.— Applications to the court.

(1) If the [ FCA ]

1

 could give a direction under section 257, it may also apply to the court for an

order–

(a) removing the manager or the trustee, or both the manager and the trustee, of the scheme;

and

(b) replacing the person or persons removed with a suitable person or persons nominated

by the [ FCA ]

1

 .

(2) The [ FCA ]

1

 may nominate a person for the purposes of subsection (1)(b) only if it is satisfied

that, if the order was made, the requirements of section 243(4) to (7) would be complied with.

(3) If it appears to the [ FCA ]

1

 that there is no person it can nominate for the purposes of subsection

(1)(b), it may apply to the court for an order–

(a) removing the manager or the trustee, or both the manager and the trustee, of the scheme;

and

(b) appointing an authorised person to wind up the scheme.

(4) On an application under this section the court may make such order as it thinks fit.

(5) The court may, on the application of the [ FCA ]

1

 , rescind any such order as is mentioned in

subsection (3) and substitute such an order as is mentioned in subsection (1).

(6) The [ FCA ]

1

 must give written notice of the making of an application under this section to

the manager and trustee of the scheme concerned.

(7) The jurisdiction conferred by this section may be exercised by–

(a) the High Court;

(b) in Scotland, the Court of Session.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

Commencement

Pt XVII c. III s. 258(1)-(7)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 258(1)-(7)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 468
Law In Force

[ 258A.— Winding up or merger of master UCITS

(1) Subsection (2) applies if a master UCITS which has one or more feeder UCITS which are

authorised unit trust schemes is wound up, whether as a result of a direction given by the [ FCA ]

2

under section 257 [ or 261X ]

3

, an order of the court under section 258 [ or 261Y ]

4

 , rules made

by the [ FCA ]

2

 or otherwise.

(2) The [ FCA ]

2

 must direct the manager and trustee of any authorised unit trust scheme which

is a feeder UCITS of the master UCITS to wind up the feeder UCITS unless—

(a) the [ FCA ]

2

 approves under section 283A the investment by the feeder UCITS of at

least 85% of the total property which is subject to the collective investment scheme

constituted by the feeder UCITS in units of another UCITS or master UCITS; or

(b) the [ FCA ]

2

 approves under section 252A an amendment of the trust deed of the feeder

UCITS which would enable it to convert into a UCITS which is not a feeder UCITS.

(3) Subsection (4) applies if a master UCITS which has one or more feeder UCITS which are

authorised unit trust schemes—

(a) merges with another UCITS, or

(b) is divided into two or more UCITS.

(4) The [ FCA ]

2

 must direct the manager and trustee of any authorised unit trust scheme which

is a feeder UCITS of the master UCITS to wind up the scheme unless—

(a) the [ FCA ]

2

 approves under section 283A the investment by the scheme of at least

85% of the total property which is subject to the collective investment scheme constituted

by the feeder UCITS in the units of—

(i) the master UCITS which results from the merger;

(ii) one of the UCITS resulting from the division; or

(iii) another UCITS or master UCITS;

(b) the [ FCA ]

2

 approves under section 252A an amendment of the trust deed of the

scheme which would enable it to convert into a UCITS which is not a feeder UCITS.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(21)

(July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

3 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(9)(a) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

4 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(9)(b) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

Extent

Pt XVII c. III s. 258A(1)-(4)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 469
Law In Force

259.— Procedure on giving directions under section 257 [ or 258A ]

1

 and varying them on

[ FCA's]

2

 own initiative.

(1) A direction [ under [ that section or 258A ]

4

]

3

 takes effect–

(a) immediately, if the notice given under subsection (3) states that that is the case;

(b) on such date as may be specified in the notice; or

(c) if no date is specified in the notice, when the matter to which it relates is no longer open

to review.

(2) A direction [ under section 257 ]

5

 may be expressed to take effect immediately (or on a

specified date) only if the [ FCA ]

2

 , having regard to the ground on which it is exercising its power

under section 257, considers that it is necessary for the direction to take effect immediately (or on

that date).

(3) If the [ FCA ]

2

 proposes to give a direction under [section 257 or 258A, or gives a direction

under either section ]

6

 with immediate effect, it must give separate written notice to the manager

and the trustee of the scheme concerned.

(4) The notice must–

(a) give details of the direction;

(b) inform the person to whom it is given of when the direction takes effect;

(c) state the [ FCA's]

2

 reasons for giving the direction and for its determination as to

when the direction takes effect;

(d) inform the person to whom it is given that he may make representations to the [ FCA ]

2

within such period as may be specified in it (whether or not he has referred the matter to

the Tribunal); and

(e) inform him of his right to refer the matter to the Tribunal.

(5) If the direction imposes a requirement under section 257(2)(a), the notice must state that the

requirement has effect until–

(a) a specified date; or

(b) a further direction.

(6) If the direction [ is given under section 257(2)(b) or section 258A(2) or (4) ]

7

, the scheme

must be wound up–

(a) by a date specified in the notice; or

(b) if no date is specified, as soon as practicable.

(7) The [ FCA ]

2

 may extend the period allowed under the notice for making representations.

(8) If, having considered any representations made by a person to whom the notice was given, the

[ FCA ]

2

 decides–

(a) to give the direction in the way proposed, or

(b) if it has been given, not to revoke the direction,

it must give separate written notice to the manager and the trustee of the scheme concerned.

(9) If, having considered any representations made by a person to whom the notice was given, the

[ FCA ]

2

 decides–

(a) not to give the direction in the way proposed,

(b) to give the direction in a way other than that proposed, or

(c) to revoke a direction which has effect,

Financial Services and Markets Act 2000 Page 470
it must give separate written notice to the manager and the trustee of the scheme concerned.

(10) A notice given under subsection (8) must inform the person to whom it is given of his right

to refer the matter to the Tribunal.

(11) A notice under subsection (9)(b) must comply with subsection (4).

(12) If a notice informs a person of his right to refer a matter to the Tribunal, it must give an

indication of the procedure on such a reference.

(13) This section applies to the variation of a direction on the [ FCA's]

2

 own initiative as it applies

to the giving of a direction.

(14) For the purposes of subsection (1)(c), whether a matter is open to review is to be determined

in accordance with section 391(8).

Notes

1 Words inserted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt

2 reg.2(22)(a) (July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

3 Words inserted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt

2 reg.2(22)(b) (July 1, 2011)

4 Words substituted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(10)(a)(ii) (June 6, 2013: substitution has effect subject to transitional provision specified in SI 2013/1388

reg.24)

5 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(10)(a)(i) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

6 Words substituted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(10)(b) (June 6, 2013: substitution has effect subject to transitional provision specified in SI 2013/1388

reg.24)

7 Words substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613

Pt 2 reg.2(22)(c) (July 1, 2011)

Commencement

Pt XVII c. III s. 259(1)-(14): September 3, 2001 for the purposes of directions coming into force no sooner than

December 1, 2001, the commencement of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632

art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 259(1)-(14): United Kingdom 

Law In Force

260.— Procedure: refusal to revoke or vary direction.

(1) If on an application under section 257(6) for a direction to be revoked or varied the [ FCA ]

1

proposes–

(a) to vary the direction otherwise than in accordance with the application, or

(b) to refuse to revoke or vary the direction,

it must give the applicant a warning notice.

Financial Services and Markets Act 2000 Page 471
(2) If the [ FCA ]

1

 decides to refuse to revoke or vary the direction–

(a) it must give the applicant a decision notice; and

(b) the applicant may refer the matter to the Tribunal.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

Commencement

Pt XVII c. III s. 260(1)-(2)(b): September 3, 2001 for the purposes of directions coming into force no sooner than

December 1, 2001, the commencement of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632

art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 260(1)-(2)(b): United Kingdom 

Law In Force

261.— Procedure: revocation of direction and grant of request for variation.

(1) If the [ FCA ]

1

 decides on its own initiative to revoke a direction under section 257 it must

give separate written notices of its decision to the manager and trustee of the scheme.

(2) If on an application under section 257(6) for a direction to be revoked or varied the [ FCA ]

1

decides to revoke the direction or vary it in accordance with the application, it must give the applicant

written notice of its decision.

(3) A notice under this section must specify the date on which the decision takes effect.

(4) The [ FCA ]

1

 may publish such information about the revocation or variation, in such way, as

it considers appropriate.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

Commencement

Pt XVII c. III s. 261(1)-(4): September 3, 2001 for the purposes of directions coming into force no sooner than December

1, 2001, the commencement of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632 art.

2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVII c. III s. 261(1)-(4): United Kingdom 

Law In Force

[ 261A.— Information for home state regulator

(1) Subsection (2) applies if, in accordance with rules made by the [ FCA ]

2

 to implement Article

66 of the UCITS directive, the [ FCA ]

2

 is informed by the manager of an authorised unit trust

Financial Services and Markets Act 2000 Page 472
scheme which is a master UCITS that a feeder UCITS which invests in units of the scheme is an

EEA UCITS.

(2) The [ FCA ]

2

 must immediately inform the home state regulator of the feeder UCITS of the

investment made by that UCITS in the master UCITS.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(23)

(July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

Extent

Pt XVII c. III s. 261A(1)-(2): United Kingdom 

Law In Force

[ 261B.— Information for feeder UCITS

(1) The [ FCA ]

2

 must immediately inform the operator of any authorised unit trust scheme which

is a feeder UCITS of an authorised unit trust scheme [ , an authorised contractual scheme ]

3

 or an

authorised open-ended investment company (the master UCITS) of—

(a) any failure of which the [ FCA ]

2

 becomes aware by the master UCITS to comply

with a provision made in implementation of Chapter VIII of the UCITS directive;

(b) any warning notice or decision notice given to the master UCITS in relation to a

contravention of any provision made in implementation of Chapter VIII of the UCITS

directive by or under any enactment or in rules of the [ FCA ]

2

 ;

(c) any information reported to the [ FCA ]

2

 pursuant to rules of the [ FCA ]

2

 made to

implement Article 106(1) of the UCITS directive which relates to the master UCITS, or to

one or more of its directors, or its management company, trustee, depositary or auditor.

(2) The [ FCA ]

2

 must immediately inform the operator of any authorised unit trust scheme which

is a feeder UCITS of an EEA UCITS of any information received from the home state regulator

of the EEA UCITS in relation to—

(a) any failure by the EEA UCITS to comply with any requirement in Chapter VIII of the

UCITS directive;

(b) any decision or measure imposed on the EEA UCITS under provisions implementing

Chapter VIII of the UCITS directive;

(c) any information reported to the home state regulator pursuant to Article 106(1) of the

UCITS directive relating to the EEA UCITS, its operator, depositary or auditor.

(3) Where the [ FCA ]

2

 has the information described in subsection (1)(a), (b) or (c) in relation

to an authorised unit trust scheme which is a master UCITS for one or more feeder UCITS which

are EEA UCITS, the [ FCA ]

2

 must immediately give that information to the home state regulator

of each feeder UCITS established outside the United Kingdom.

]

1

Financial Services and Markets Act 2000 Page 473
Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(23)

(July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

3 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(11) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. III s. 261B(1)-(3): United Kingdom 

[ CHAPTER 3A

AUTHORISED CONTRACTUAL SCHEMES ]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

[ Applications for authorisation ]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Law In Force

[ 261C.— Applications for authorisation of contractual schemes

(1) Any application for an order declaring a contractual scheme to be an authorised contractual

scheme must be made to the FCA by the operator and depositary, or proposed operator and

depositary, of the scheme.

(2) The application—

(a) must be made in such manner as the FCA may direct;

(b) must state the name and the registered office, or if it does not have a registered office,

the head office, of the operator or proposed operator and of the depositary or proposed

depositary; and

(c) in the case of a partnership scheme, must be accompanied by a copy of the certificate

of registration as a limited partnership under the Limited Partnerships Act 1907.

(3) At any time after receiving an application and before determining it, the FCA may require the

applicants to provide it with such further information as it reasonably considers necessary to enable

it to determine the application.

(4) Different directions may be given, and different requirements imposed, in relation to different

applications.

Financial Services and Markets Act 2000 Page 474
(5) The FCA may require applicants to present information which they are required to give under

this section in such form, or to verify it in such a way, as the FCA may direct.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261C(1)-(5): United Kingdom 

Law In Force

[ 261D.— Authorisation orders

(1) If, on an application under section 261C in respect of a contractual scheme, the FCA—

(a) is satisfied that the scheme complies with the requirements set out in this section and

section 261E,

(b) is satisfied that the scheme complies with the requirements of contractual scheme rules,

and

(c) has been provided with a copy of the contractual scheme deed and a certificate signed

by a solicitor to the effect that it complies with such of the requirements of this section or

those rules as relate to its contents,

the FCA may make an order declaring the scheme to be an authorised contractual scheme.

(2) If the FCA makes an order under subsection (1), it must give written notice of the order to the

applicants.

(3) In this Chapter “authorisation order” means an order under subsection (1).

(4) The operator and the depositary must be persons who are independent of each other.

(5) The operator and the depositary must each be a body corporate incorporated in the United

Kingdom or another EEA State, and the affairs of each must be administered in the country in

which it is incorporated.

(6) The depositary must have a place of business in the United Kingdom, and the operator must

have a place of business in the United Kingdom or in another EEA State.

(7) If the operator is incorporated in another EEA State, the scheme must not be one which satisfies

the requirements prescribed for the purposes of section 264.

(8) The operator and the depositary must each be an authorised person, and the operator must have

[such permission as may be necessary to act as operator]

2

 and the depositary must have permission

to act as depositary.

(9) The operator must be a fit and proper person to manage the scheme to which the application

relates.

(10) The name of the scheme must not be undesirable or misleading.

(11) The purposes of the scheme must be reasonably capable of being successfully carried into

effect.

Financial Services and Markets Act 2000 Page 475
]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

2 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.17 (July 22,

2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Pt XVII c. IIIA s. 261D(1)-(11): United Kingdom 

Law In Force

[ 261E.— Authorisation orders: holding of units

(1) The participants in a contractual scheme must be entitled to have their units redeemed in

accordance with the scheme at a price—

(a) related to the net value of the property to which the units relate; and

(b) determined in accordance with the scheme.

(2) The scheme must not allow units in the scheme to be issued to anyone other than—

(a) a professional investor;

(b) a large investor; or

(c) a person who already holds units in the scheme.

(3) The scheme must require the operator, if it becomes aware that units have become vested in a

person to whom as a result of subsection (2) the units could not have been issued, to redeem the

units as soon as practicable.

(4) In subsection (2)—

“professional investor” means a person who falls within one of the categories (1) to (4) of

Section I of Annex II to the markets in financial instruments directive (professional clients

for the purpose of that directive); and

“large investor” means a person who, in exchange for units in the scheme, makes a payment

of, or contributes property with a value of, not less than £1,000,000.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261E(1)-(4) definition of "large investor": United Kingdom 

Financial Services and Markets Act 2000 Page 476
Law In Force

[ 261F.— Determination of applications

(1) Subject to subsection (2), an application under section 261C must be determined by the FCA

before the end of the period of six months beginning with the date on which it receives the completed

application.

(2) An application under section 261C for authorisation of a contractual scheme which is a UCITS

must be determined by the FCA before the end of two months beginning with the date on which it

receives the application.

(3) The FCA may determine an incomplete application if it considers it appropriate to do so; and

it must in any event determine such an application within twelve months beginning with the date

on which it first receives the application.

(4) The applicants may withdraw the application, by giving the FCA written notice, at any time

before the FCA determines it.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261F(1)-(4): United Kingdom 

[ Applications refused ]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Law In Force

[ 261G.— Procedure when refusing an application

(1) If the FCA proposes to refuse an application made under section 261C, it must give each of the

applicants a warning notice.

(2) If the FCA decides to refuse the application—

(a) it must give each of the applicants a decision notice; and

(b) either applicant may refer the matter to the Tribunal.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Financial Services and Markets Act 2000 Page 477
Extent

Pt XVII c. IIIA s. 261G(1)-(2)(b): United Kingdom 

[Certificates]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Law In Force

[ 261H.— Certificates

(1) If the operator of a contractual scheme which complies with the conditions necessary for it to

enjoy the rights conferred by any relevant EU instrument so requests, the FCA may issue a certificate

to the effect that the scheme complies with those conditions.

(2) Such a certificate may be issued on the making of an authorisation order in respect of the scheme

or at any subsequent time.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261H(1)-(2): United Kingdom 

[ Rules]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Law In Force

[ 261I.— Contractual scheme rules

(1) The FCA may by rules (“contractual scheme rules”) make in relation to authorised contractual

schemes provision corresponding to that which may be made under section 2472 in relation to

authorised unit trust schemes.

(2) For the purposes of subsection (1), section 247 is to be read with the following modifications—

(a) a reference to trust scheme rules is to be read as a reference to contractual scheme rules;

(b) a reference to authorised unit trust schemes is to be read as a reference to authorised

contractual schemes;

Financial Services and Markets Act 2000 Page 478
(c) a reference to the manager is to be read as a reference to the operator;

(d) a reference to the trustee is to be read as a reference to the depositary; and

(e) a reference to the trust deed is to be read as a reference to the contractual scheme deed.

(3) The Treasury's power by order under section 247(5) to modify the FCA's power to make trust

scheme rules shall also be exercisable in relation to the FCA's power to make contractual scheme

rules.

(4) For the purposes of subsection (3), section 247(5) is to be read as if the reference to authorised

unit trust schemes were a reference to authorised contractual schemes.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

2

Section 247 was amended by the Financial Services Act 2012, Schedule 18, paragraph 9(1) and (2)(b).

Extent

Pt XVII c. IIIA s. 261I(1)-(4): United Kingdom 

Law In Force

[ 261J.— Contractual scheme particulars rules

(1) The FCA may by rules (“contractual scheme particulars rules”) make in relation to authorised

contractual schemes provision corresponding to that which may be made under section 2482 in

relation to authorised unit trust schemes.

(2) For the purposes of subsection (1), section 248 is to be read with the following modifications—

(a) a reference to scheme particulars rules is to be read as a reference to contractual scheme

particulars rules;

(b) a reference to scheme particulars is to be read as a reference to contractual scheme

particulars; and

(c) a reference to the manager of an authorised unit trust scheme is to be read as a reference

to the operator of an authorised contractual scheme.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

2

Section 248 was amended by the Financial Services Act 2012, Schedule 18, paragraph 9 (1) and (2)(b).

Extent

Pt XVII c. IIIA s. 261J(1)-(2)(c): United Kingdom 

Financial Services and Markets Act 2000 Page 479
Law In Force

[ 261K.— Disciplinary measures

(1) If it appears to the FCA that an auditor has failed to comply with a duty imposed on the auditor

by contractual scheme rules, it may do one or more of the following—

(a) disqualify the auditor from being the auditor of any authorised unit trust scheme,

authorised contractual scheme or authorised open-ended investment company;

(b) publish a statement to the effect that it appears to the FCA that the auditor has failed

to comply with the duty;

(c) impose on the auditor a penalty, payable to the FCA, of such amount as the FCA

considers appropriate.

(2) Sections 345B to 345E2 have effect in relation to the taking of action under subsection (1) as

they have effect in relation to the taking of action under section 345(2).

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

2

Sections 345B to 345E were substituted by the Financial Services Act 2012, Schedule 13, paragraph 7.

Extent

Pt XVII c. IIIA s. 261K(1)-(2): United Kingdom 

Law In Force

[ 261L.— Modification or waiver of rules

(1) In this section “rules” means—

(a) contractual scheme rules; or

(b) contractual scheme particulars rules.

(2) The FCA may, on the application or with the consent of any person to whom rules apply, direct

that all or any of the rules—

(a) are not to apply to that person as respects a particular scheme; or

(b) are to apply to that person, as respects a particular scheme, with such modifications as

may be specified in the direction.

(3) The FCA may, on the application or with the consent of the operator and depositary of a particular

scheme acting jointly, direct that all or any of the rules—

(a) are not to apply to the scheme; or

(b) are to apply to the scheme with such modifications as may be specified in the direction.

(4) Section 138A and subsections (1) to (3), (5) and (6) of section 138B2 have effect in relation to

a direction under subsection (2) as they have effect in relation to a direction under section 138A(1)

but with the following modifications—

(a) any reference to the person is to be read as a reference to the person mentioned in

subsection (2); and

(b) section 138B(3)(c) is to be read, in relation to a participant in the scheme, as if the word

“commercial” were omitted.

Financial Services and Markets Act 2000 Page 480
(5) Section 138A and subsections (1) to (3), (5) and (6) of section 138B have effect in relation to

a direction under subsection (3) as they have effect in relation to a direction under section 138A(1)

but with the following modifications—

(a) subsection (4)(a) of section 138A is to be read as if the words “by the person” were

omitted;

(b) section 138B(3)(c) and the definition of “immediate group” in section 421ZA3 as it

applies to that section are to be read as if references to the person were references to each

of the operator and the depositary of the scheme;

(c) section 138B(3)(c) is to be read, in relation to a participant in the scheme, as if the word

“commercial” were omitted;

(d) section 138B(5) is to be read as if the reference to the person concerned were a reference

to the scheme concerned and to its operator and depositary; and

(e) section 138A(7) is to be read as if the reference to the person were a reference to the

operator and depositary of the scheme acting jointly.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

2

Sections 138A and 138B were substituted by section 24(1) of the Financial Services Act 2012.

3

Section 421ZA was inserted by section 48(2) of the Financial Services Act 2012.

Extent

Pt XVII c. IIIA s. 261L(1)-(5)(e): United Kingdom 

[Co-ownership schemes: rights and liabilities of participants]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Law In Force

[ 261M.— Contracts

(1) In this section “authorised contract” means a contract which the operator of a co- ownership

scheme is authorised to enter into on behalf of the relevant participants for the purposes of, or in

connection with, the acquisition, management or disposal of property subject to the scheme (but

does not include a contract by which a person becomes a participant in the scheme).

(2) The relevant participants are—

(a) in the case of a contract relating to a stand-alone co-ownership scheme, the participants

in the scheme;

(b) in the case of a contract relating to an umbrella co-ownership scheme, the participants

in the sub-scheme of the umbrella co-ownership scheme to which the contract relates.

(3) The operator on behalf of the relevant participants may—

Financial Services and Markets Act 2000 Page 481
(a) exercise rights under an authorised contract;

(b) bring and defend proceedings for the resolution of any matter relating to an authorised

contract; and

(c) take action in relation to the enforcement of any judgment given in such proceedings.

(4) The relevant participants may not themselves do any of the things mentioned in subsection (3),

but this does not affect their rights as against the operator.

(5) A person who enters into a contract which purports to be an authorised contract is deemed to

have actual knowledge of the scope of the authority given to the operator by the contractual scheme

deed.

(6) The validity of an authorised contract is not to be called into question on the ground that a

participant lacks capacity to authorise the operator to enter into such a contract.

(7) An authorised contract must make provision for any property which is acquired under or by

virtue of the contract to be held by, or to the order of, the depositary of the scheme concerned.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261M(1)-(7): United Kingdom 

Law In Force

[ 261N.— Effect of becoming or ceasing to be a participant

(1) A person who at any time becomes a participant in a relevant scheme acquires the rights and

becomes subject to the liabilities to which the other participants in the relevant scheme are entitled

or subject at that time under, or in connection with, authorised contracts.

(2) A person who ceases to be a participant in a relevant scheme ceases to have any of the rights

and to be subject to any of the liabilities to which a participant in the relevant scheme is entitled

or subject under, or in connection with, authorised contracts.

(3) In this section—

(a) “authorised contract”has the meaning given in section 261M(1); and

(b) each of the following is a “relevant scheme”—

(i) a stand-alone co-ownership scheme; and

(ii) a sub-scheme of an umbrella co-ownership scheme.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Financial Services and Markets Act 2000 Page 482
Extent

Pt XVII c. IIIA s. 261N(1)-(3)(b)(ii): United Kingdom 

Law In Force

[ 261O.— Limited liability

(1) The debts of a relevant scheme are to be paid by the operator out of the property subject to the

relevant scheme.

(2) The participants in a relevant scheme are not liable for the debts of the relevant scheme beyond

the amount of the property subject to the relevant scheme which is available to the operator to meet

the debts.

(3) In this section—

(a) a reference to the debts of a relevant scheme is a reference to debts and obligations

incurred under, or in connection with, authorised contracts;

(b) “authorised contract”has the meaning given in section 261M(1); and

(c) “relevant scheme”has the meaning given in section 261N(3).

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261O(1)-(3)(c): United Kingdom 

Law In Force

[ 261P.— Segregated liability in relation to umbrella co-ownership schemes

(1) The property subject to a sub-scheme of an umbrella co-ownership scheme must not be used

to discharge any liabilities of, or meet any claims against, any person other than the participants in

that sub-scheme.

(2) Any provision contained in any contract, agreement or other document is void in so far as it is

inconsistent with subsection (1), and any transaction involving the application of property in

contravention of that subsection is void.

(3) The FCA may give a direction under section 261X(2) in relation to a sub-scheme of an umbrella

co-ownership scheme as if the sub-scheme were an authorised contractual scheme, but this subsection

does not enable the FCA to apply to the court for an order under section 261Y in relation to a

sub-scheme of an umbrella co-ownership scheme.

(4) Where such a direction is given, the reference in section 261Z1(6) to the scheme is to be read

as a reference to the sub-scheme concerned.

]

1

Financial Services and Markets Act 2000 Page 483
Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261P(1)-(4): United Kingdom 

[ Alterations]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Law In Force

[ 261Q.— Alteration of contractual schemes and changes of operator or depositary

(1) This section applies where the operator of an authorised contractual scheme proposes to make

an alteration to the scheme, other than an alteration—

(a) to which section 261S applies; or

(b) to which Part 4 of the Undertakings for Collective Investment in Transferable Securities

Regulations 2011 (mergers) applies.

(2) The operator must give written notice of the proposal to the FCA.

(3) Any notice given in respect of a proposal to alter the scheme involving a change in the contractual

scheme deed must be accompanied by a certificate signed by a solicitor to the effect that the change

will not affect the compliance of the deed with the contractual scheme rules.

(4) The operator of an authorised contractual scheme must give written notice to the FCA of any

proposal to replace the depositary of the scheme.

(5) The depositary of an authorised contractual scheme must give written notice to the FCA of any

proposal to replace the operator of the scheme.

(6) Effect is not to be given to any proposal of which notice has been given under subsection (2),

(4) or (5) unless—

(a) the FCA, by written notice, has given its approval to the proposal; or

(b) one month, beginning with the date on which the notice was given, has expired without

the operator or the depositary having received from the FCA a warning notice under section

261R in respect of the proposal.

(7) The FCA must not approve a proposal to replace the operator or the depositary of an authorised

contractual scheme unless it is satisfied that, if the proposed replacement is made, the scheme will

continue to comply with the requirements of section 261D(4) to (9).

]

1

Financial Services and Markets Act 2000 Page 484
Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261Q(1)-(7): United Kingdom 

Law In Force

[ 261R.— Procedure when refusing approval of a proposal under section 261Q

(1) If the FCA proposes to refuse approval of a proposal under section 261Q to replace the depositary

or operator of an authorised contractual scheme, it must give a warning notice to the person by

whom notice of the proposal was given under section 261Q(4) or (5).

(2) If the FCA proposes to refuse approval of a proposal under section 261Q to alter an authorised

contractual scheme, it must give separate warning notices to the operator and the depositary of the

scheme.

(3) To be valid the warning notice must be received by the person to whom it is given before the

end of one month beginning with the date on which notice of the proposal was given.

(4) If, having given a warning notice to a person, the FCA decides to refuse approval—

(a) it must give that person a decision notice; and

(b) that person may refer the matter to the Tribunal.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261R(1)-(4)(b): United Kingdom 

Law In Force

[ 261S.— Proposal to convert to a non-feeder UCITS

(1) This section applies where the operator of an authorised contractual scheme which is a feeder

UCITS proposes to make an alteration to the scheme which—

(a) involves a change in the contractual scheme deed, and

(b) will enable the scheme to convert into a UCITS which is not a feeder UCITS.

(2) The operator must give written notice of the proposal to the FCA.

(3) Any notice given in respect of such a proposal must be accompanied by—

(a) a certificate signed by a solicitor to the effect that the change will not affect the

compliance of the deed with the contractual scheme rules; and

(b) the specified information.

Financial Services and Markets Act 2000 Page 485
(4) The FCA must, within 15 working days after the date on which it received the notice under

subsection (2), give—

(a) written notice to the operator of the scheme that the FCA approves the proposed

amendments to the contractual scheme deed, or

(b) separate warning notices to the operator and depositary of the scheme that the FCA

proposes to refuse approval of the proposed amendments.

(5) Effect is not to be given to any proposal of which notice has been given under subsection (2)

unless the FCA, by written notice, has given its approval to the proposal.

(6) If, having given a warning notice to a person, the FCA decides to refuse approval—

(a) it must give that person a decision notice; and

(b) that person may refer the matter to the Tribunal.

(7) Subsection (8) applies where—

(a) the notice given under subsection (2) relates to a proposal to amend the contractual

scheme deed of a feeder UCITS to enable it to convert into a UCITS which is not a feeder

UCITS following the winding-up of its master UCITS; and

(b) the proceeds of the winding-up are to be paid to the feeder UCITS before the date on

which the feeder UCITS proposes to start investing in accordance with the new investment

objectives and policy provided for in its amended contractual scheme deed and contractual

scheme rules.

(8) Where this subsection applies, the FCA may only approve the proposal subject to the conditions

set out in section 283A(5) and (6)2.

(9) In this section “specified” means—

(a) specified in rules made by the FCA to implement the UCITS directive, or

(b) specified in any directly applicable EU regulation or decision made under the UCITS

directive.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

2

Section 283A was inserted by S.I. 2011/1613 and amended by the Financial Services Act 2012, Schedule 18,

paragraph 9(1) and (2)(f).

Extent

Pt XVII c. IIIA s. 261S(1)-(9)(b): United Kingdom 

[ Exclusion clauses]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Financial Services and Markets Act 2000 Page 486
Law In Force

[ 261T.— Avoidance of exclusion clauses

Any provision—

(a) of the contractual scheme deed of an authorised contractual scheme, or

(b) in the case of an authorised contractual scheme which is a partnership scheme, of the

contract under which the depositary of the scheme is appointed,

is void in so far as it would have the effect of exempting the operator or the depositary from liability

for any failure to exercise due care and diligence in the discharge of its functions in respect of the

scheme.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261T(a)-(b): United Kingdom 

[ Ending of authorisation ]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Law In Force

[ 261U.— Revocation of authorisation order otherwise than by consent

(1) An authorisation order may be revoked by an order made by the FCA if it appears to the FCA

that—

(a) one or more of the requirements for the making of the order are no longer satisfied;

(b) the operator or depositary of the scheme concerned has contravened a requirement

imposed on the operator or depositary by or under this Act;

(c) the operator or depositary of the scheme has, in purported compliance with any such

requirement, knowingly or recklessly given the FCA information which is false or misleading

in a material particular;

(d) no regulated activity is being carried on in relation to the scheme and the period of that

inactivity began at least twelve months earlier; or

(e) none of paragraphs (a) to (d) applies, but it is desirable to revoke the authorisation order

in order to protect the interests of participants or potential participants in the scheme.

(2) For the purposes of subsection (1)(e), the FCA may take into account any matter relating to—

(a) the scheme;

(b) the operator or depositary;

(c) any person employed by or associated with the operator or depositary in connection

with the scheme;

(d) any director of the operator or depositary;

Financial Services and Markets Act 2000 Page 487
(e) any person exercising influence over the operator or depositary;

(f) any body corporate in the same group as the operator or depositary;

(g) any director of any such body corporate;

(h) any person exercising influence over any such body corporate.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261U(1)-(2)(h): United Kingdom 

Law In Force

[ 261V.— Procedure for revoking authorisation order

(1) If the FCA proposes to make an order under section 261U revoking an authorisation order (“a

revoking order”), it must give separate warning notices to the operator and the depositary of the

scheme.

(2) If the FCA decides to make a revoking order, it must without delay give each of them a decision

notice and either of them may refer the matter to the Tribunal.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261V(1)-(2): United Kingdom 

Law In Force

[ 261W.— Requests for revocation of authorisation order

(1) An authorisation order may be revoked by an order made by the FCA at the request of the

operator or depositary of the scheme concerned.

(2) If the FCA makes an order under subsection (1), it must give written notice of the order to the

operator and depositary of the scheme concerned.

(3) The FCA may refuse a request to make an order under this section if it considers that—

(a) the public interest requires that any matter concerning the scheme should be investigated

before a decision is taken as to whether the authorisation order should be revoked; or

(b) revocation would not be in the interests of the participants or would be incompatible

with an EU obligation.

(4) If the FCA proposes to refuse a request under this section, it must give separate warning notices

to the operator and the depositary of the scheme.

Financial Services and Markets Act 2000 Page 488
(5) If the FCA decides to refuse the request, it must without delay give each of them a decision

notice and either of them may refer the matter to the Tribunal.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261W(1)-(5): United Kingdom 

[ Powers of intervention ]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Law In Force

[ 261X.— Directions

(1) The FCA may give a direction under this section if it appears to the FCA that—

(a) one or more of the requirements for the making of an authorisation order are no longer

satisfied;

(b) the operator or depositary of an authorised contractual scheme has contravened, or is

likely to contravene, a requirement imposed—

(i) by or under this Act; or

(ii) by any directly applicable EU regulation or decision made under the UCITS

directive;

(c) the operator or depositary of such a scheme has, in purported compliance with any such

requirement, knowingly or recklessly given the FCA information which is false or misleading

in a material particular; or

(d) none of paragraphs (a) to (c) applies, but it is desirable to give a direction in order to

protect the interests of participants or potential participants in such a scheme.

(2) A direction under this section may—

(a) require the operator of the scheme to cease the issue or redemption, or both the issue

and redemption, of units under the scheme;

(b) require the operator and depositary of the scheme to wind it up.

(3) If the authorisation order is revoked, the revocation does not affect any direction under this

section which is then in force.

(4) A direction may be given under this section in relation to a scheme in the case of which the

authorisation order has been revoked.

(5) If a person contravenes a direction under this section, section 138D2 applies to the contravention

as it applies to a contravention mentioned in that section.

Financial Services and Markets Act 2000 Page 489
(6) The FCA may revoke or vary a direction given under this section, either on its own initiative

or on the application of a person to whom the direction was given, if it appears to the FCA—

(a) in the case of revocation, that it is no longer necessary for the direction to take effect

or continue in force;

(b) in the case of variation, that the direction should take effect or continue in force in a

different form.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

2

Section 138D was substituted by section 24(1) of the Financial Services Act 2012.

Extent

Pt XVII c. IIIA s. 261X(1)-(6)(b): United Kingdom 

Law In Force

[ 261Y.— Applications to the court

(1) If the FCA could give a direction under section 261X, it may also apply to the court for an

order—

(a) removing the operator or the depositary, or both the operator and the depositary, of the

scheme; and

(b) replacing the person or persons removed with a suitable person or persons nominated

by the FCA.

(2) The FCA may nominate a person for the purposes of subsection (1)(b) only if it is satisfied that,

if the order was made, the requirements of section 261D(4) to (9) would be complied with.

(3) If it appears to the FCA that there is no person it can nominate for the purposes of subsection

(1)(b), it may apply to the court for an order—

(a) removing the operator or the depositary, or both the operator and the depositary, of the

scheme; and

(b) appointing an authorised person to wind up the scheme.

(4) On an application under this section the court may make such order as it thinks fit.

(5) The court may, on the application of the FCA, rescind any such order as is mentioned in

subsection (3) and substitute such an order as is mentioned in subsection (1).

(6) The FCA must give written notice of the making of an application under this section to the

operator and depositary of the scheme concerned.

(7) The jurisdiction conferred by this section may be exercised by—

(a) the High Court;

(b) in Scotland, the Court of Session.

]

1

Financial Services and Markets Act 2000 Page 490
Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261Y(1)-(7)(b): United Kingdom 

Law In Force

[ 261Z.— Winding up or merger of master UCITS

(1) Subsection (2) applies if a master UCITS which has one or more feeder UCITS which are

authorised contractual schemes is wound up, whether as a result of a direction given by the FCA

under section 2572 or 261X, an order of the court under section 2583 or 261Y, rules made by the

FCA or otherwise.

(2) The FCA must direct the operator and depositary of any authorised contractual scheme which

is a feeder UCITS of the master UCITS to wind up the feeder UCITS unless—

(a) the FCA approves under section 283A the investment by the feeder UCITS of at least

85% of the total property which is subject to the collective investment scheme constituted

by the feeder UCITS in units of another UCITS or master UCITS; or

(b) the FCA approves under section 261S an amendment of the contractual scheme deed

of the feeder UCITS which would enable it to convert into a UCITS which is not a feeder

UCITS.

(3) Subsection (4) applies if a master UCITS which has one or more feeder UCITS which are

authorised contractual schemes—

(a) merges with another UCITS, or

(b) is divided into two or more UCITS.

(4) The FCA must direct the operator and depositary of any authorised contractual scheme which

is a feeder UCITS of the master UCITS to wind up the scheme unless—

(a) the FCA approves under section 283A the investment by the scheme of at least 85% of

the total property which is subject to the collective investment scheme constituted by the

feeder UCITS in the units of—

(i) the master UCITS which results from the merger;

(ii) one of the UCITS resulting from the division; or

(iii) another UCITS or master UCITS;

(b) the FCA approves under section 261S an amendment of the contractual scheme deed

of the scheme concerned which would enable it to convert into a UCITS which is not a

feeder UCITS.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

2

Section 257 was amended by the Financial Services Act 2012, Schedule 18, paragraphs 9(1) and (2)(c) and 12.

3

Sections 258 was amended by the Financial Services Act 2012, Schedule 18, paragraph 9(1) and (2)(c).

Financial Services and Markets Act 2000 Page 491
Extent

Pt XVII c. IIIA s. 261Z(1)-(4)(b): United Kingdom 

Law In Force

[ 261Z1.— Procedure on giving directions under section 261X or 261Z and varying them on

FCA's own initiative

(1) A direction under section 261X or 261Z takes effect—

(a) immediately, if the notice given under subsection (3) states that that is the case;

(b) on such date as may be specified in the notice; or

(c) if no date is specified in the notice, when the matter to which it relates is no longer open

to review.

(2) A direction under section 261X may be expressed to take effect immediately (or on a specified

date) only if the FCA, having regard to the ground on which it is exercising its power under that

section, considers that it is necessary for the direction to take effect immediately (or on that date).

(3) If the FCA proposes to give a direction under section 261X or 261Z, or gives a direction under

either section with immediate effect, it must give separate written notice to the operator and the

depositary of the scheme concerned.

(4) The notice must—

(a) give details of the direction;

(b) inform the person to whom it is given of when the direction takes effect;

(c) state the FCA's reasons for giving the direction and for its determination as to when the

direction takes effect;

(d) inform the person to whom it is given that representations may be made to the FCA

within such period as may be specified in it (whether or not the matter has been referred to

the Tribunal); and

(e) inform the person to whom it is given of the right to refer the matter to the Tribunal.

(5) If the direction imposes a requirement under section 261X(2)(a), the notice must state that the

requirement has effect until—

(a) a specified date; or

(b) a further direction.

(6) If the direction is given under section 261X(2)(b) or section 261Z(2) or (4), the scheme must

be wound up—

(a) by a date specified in the notice; or

(b) if no date is specified, as soon as practicable.

(7) The FCA may extend the period allowed under the notice for making representations.

(8) If, having considered any representations made by a person to whom the notice was given, the

FCA decides—

(a) to give the direction in the way proposed, or

(b) if it has been given, not to revoke the direction,

it must give separate written notice to the operator and the depositary of the scheme concerned.

(9) If, having considered any representations made by a person to whom the notice was given, the

FCA decides—

Financial Services and Markets Act 2000 Page 492
(a) not to give the direction in the way proposed,

(b) to give the direction in a way other than that proposed, or

(c) to revoke a direction which has effect,

it must give separate written notice to the operator and the depositary of the scheme concerned.

(10) A notice given under subsection (8) must inform the persons to whom it is given of the right

to refer the matter to the Tribunal.

(11) A notice under subsection (9)(b) must comply with subsection (4).

(12) If a notice informs a person of the right to refer a matter to the Tribunal, it must give an

indication of the procedure on such a reference.

(13) This section applies to the variation of a direction on the FCA's own initiative as it applies to

the giving of a direction.

(14) For the purposes of subsection (1)(c), whether a matter is open to review is to be determined

in accordance with section 391(8).

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261Z1(1)-(14): United Kingdom 

Law In Force

[ 261Z2.— Procedure: refusal to revoke or vary direction

(1) If on an application under section 261X(6) for a direction to be revoked or varied the FCA

proposes—

(a) to vary the direction otherwise than in accordance with the application, or

(b) to refuse to revoke or vary the direction,

it must give the applicant a warning notice.

(2) If the FCA decides to refuse to revoke or vary the direction—

(a) it must give the applicant a decision notice; and

(b) the applicant may refer the matter to the Tribunal.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261Z2(1)-(2)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 493
Law In Force

[ 261Z3.— Procedure: revocation of direction and grant of request for variation

(1) If the FCA decides on its own initiative to revoke a direction under section 261X it must give

separate written notice of its decision to the operator and the depositary of the scheme.

(2) If on an application under section 261X(6) for a direction to be revoked or varied the FCA

decides to revoke the direction or vary it in accordance with the application, it must give the applicant

written notice of its decision.

(3) A notice under this section must specify the date on which the decision takes effect.

(4) The FCA may publish such information about the revocation or variation, in such way, as it

considers appropriate.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261Z3(1)-(4): United Kingdom 

Law In Force

[ 261Z4.— Information for home state regulator

(1) Subsection (2) applies if, in accordance with rules made by the FCA to implement Article 66

of the UCITS directive, the FCA is informed by the operator of an authorised contractual scheme

which is a master UCITS that a feeder UCITS which invests in units of the scheme is an EEA

UCITS.

(2) The FCA must immediately inform the home state regulator of the feeder UCITS of the

investment made by that UCITS in the master UCITS.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261Z4(1)-(2): United Kingdom 

Law In Force

[ 261Z5.— Information for feeder UCITS

(1) The FCA must immediately inform the operator of any authorised contractual scheme which

is a feeder UCITS of an authorised unit trust scheme, an authorised contractual scheme or an

authorised open-ended investment company (the master UCITS) of—

Financial Services and Markets Act 2000 Page 494
(a) any failure of which the FCA becomes aware by the master UCITS to comply with a

provision made in implementation of Chapter VIII of the UCITS directive;

(b) any warning notice or decision notice given to the master UCITS in relation to a

contravention of any provision made in implementation of Chapter VIII of the UCITS

directive by or under any enactment or in rules of the FCA;

(c) any information reported to the FCA pursuant to rules of the FCA made to implement

Article 106(1) of the UCITS directive which relates to the master UCITS, or to one or more

of its directors, or its management company, trustee, depositary or auditor.

(2) The FCA must immediately inform the operator of any authorised contractual scheme which

is a feeder UCITS of an EEA UCITS of any information received from the home state regulator

of the EEA UCITS in relation to—

(a) any failure by the EEA UCITS to comply with any requirement in Chapter VIII of the

UCITS directive;

(b) any decision or measure imposed on the EEA UCITS under provisions implementing

Chapter VIII of the UCITS directive;

(c) any information reported to the home state regulator pursuant to Article 106(1) of the

UCITS directive relating to the EEA UCITS, its operator, depositary or auditor.

(3) Where the FCA has the information described in subsection (1)(a), (b) or (c) in relation to an

authorised contractual scheme which is a master UCITS for one or more feeder UCITS which are

EEA UCITS, the FCA must immediately give that information to the home state regulator of each

feeder UCITS established outside the United Kingdom.

]

1

Notes

1 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(12) (June 6, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. IIIA s. 261Z5(1)-(3): United Kingdom 

CHAPTER IV

OPEN-ENDED INVESTMENT COMPANIES

Law In Force

262.— Open-ended investment companies.

(1) The Treasury may by regulations make provision for–

(a) facilitating the carrying on of collective investment by means of open-ended investment

companies;

(b) regulating such companies.

(2) The regulations may, in particular, make provision–

(a) for the incorporation and registration in [ the United Kingdom ]

1

 of bodies corporate;

(b) for a body incorporated by virtue of the regulations to take such form as may be

determined in accordance with the regulations;

Financial Services and Markets Act 2000 Page 495
(c) as to the purposes for which such a body may exist, the investments which it may issue

and otherwise as to its constitution;

(d) as to the management and operation of such a body and the management of its property;

(e) as to the powers, duties, rights and liabilities of such a body and of other persons,

including–

(i) the directors or sole director of such a body;

(ii) its depositary (if any);

(iii) its shareholders, and persons who hold the beneficial title to shares in it without

holding the legal title;

(iv) its auditor; and

(v) any persons who act or purport to act on its behalf;

(f) as to the merger of one or more such bodies and the division of such a body;

(g) for the appointment and removal of an auditor for such a body;

(h) as to the winding up and dissolution of such a body;

(i) for such a body, or any director or depositary of such a body, to be required to comply

with directions given by the [ FCA ]

2

 ;

(j) enabling the [ FCA ]

2

 to apply to a court for an order removing and replacing any

director or depositary of such a body;

(k) for the carrying out of investigations by persons appointed by the [ FCA ]

2

 or the

Secretary of State;

(l) corresponding to any provision made in relation to unit trust schemes by Chapter III of

this Part.

(3) Regulations under this section may–

(a) impose criminal liability;

(b) confer functions on the [ FCA ]

2

 ;

(c) in the case of provision made by virtue of subsection (2)(l), authorise the making of

rules by the [ FCA ]

2

 ;

(d) confer jurisdiction on any court or on the Tribunal;

(e) provide for fees to be charged by the [ FCA ]

2

 in connection with the carrying out of

any of its functions under the regulations (including fees payable on a periodical basis);

(f) modify, exclude or apply (with or without modifications) any primary or subordinate

legislation (including any provision of, or made under, this Act);

(g) make consequential amendments, repeals and revocations of any such legislation;

(h) modify or exclude any rule of law.

(4) The provision that may be made by virtue of subsection (3)(f) includes provision extending or

adapting any power to make subordinate legislation.

(5) Regulations under this section may, in particular–

(a) revoke the Open-Ended Investment Companies (Investment Companies with Variable

Capital) Regulations 1996; and

(b) provide for things done under or in accordance with those regulations to be treated as

if they had been done under or in accordance with regulations under this section.

Notes

1 Words substituted by Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order

2011/1265 art.12(3) (May 12, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(c) (April 1, 2013)

Financial Services and Markets Act 2000 Page 496
Commencement

Pt XVII c. IV s. 262(1)-(5)(b): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XVII c. IV s. 262(1)-(5)(b): England, Wales, Scotland 

Law In Force

!

Amendment(s) Pending

263. Amendment of section 716 Companies Act 1985.

In section 716(1) of the Companies Act 1985 (prohibition on formation of companies with more

than 20 members unless registered under the Act etc.), after “this Act,” insert “is incorporated by

virtue of regulations made under section 262 of the Financial Services and Markets Act 2000”.

Amendments Pending

Pt XVII c. IV s. 263: repealed by Companies Act 2006 c. 46, Sch. 16 para. 1 (date to be appointed)

Commencement

Pt XVII c. IV s. 263: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVII c. IV s. 263: England, Wales, Scotland 

CHAPTER V

RECOGNISED OVERSEAS SCHEMES

Schemes constituted in other EEA States

Law In Force

264.— Schemes constituted in other EEA States.

(1) A collective investment scheme constituted in another EEA State is a recognised scheme if–

(a) it satisfies such requirements as are prescribed for the purposes of this section; [...]1

[ (b) the home state regulator of the operator of the scheme has transmitted to the [ FCA ]

3

notice of the operator's intention to invite persons in the United Kingdom to participate in

the scheme; and

(c) the notice from the home state regulator—

(i) complies with the requirements of any directly applicable Community regulation

or decision made under the UCITS directive, and

(ii) is accompanied by such other information as may be prescribed.

]

2

(2)-(4) [...]4

Financial Services and Markets Act 2000 Page 497
(5) For the purposes of this section a collective investment scheme is constituted in another EEA

State [ (“the home state”) ]

5

 if–

(a) it is constituted under the law of [ the home state ]

6

 by a contract or under a trust and

is managed by a body corporate incorporated under [ the law of any EEA State ]

7

 ; or

(b) it takes the form of an open-ended investment company incorporated under [ the law

of the home state ]

8

 .

(6) The operator of a recognised scheme may give written notice to the [ FCA ]

3

 that he desires

the scheme to be no longer recognised by virtue of this section.

(7) On the giving of notice under subsection (6), the scheme ceases to be a recognised scheme.

Notes

1 Word repealed by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(24)(a) (July 1, 2011)

2

S.264(1)(b) and (c) substituted for s.264(1)(b) by Undertakings for Collective Investment in Transferable Securities

Regulations 2011/1613 Pt 2 reg.2(24)(b) (July 1, 2011)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(d) (April 1, 2013)

4 Repealed by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(24)(c) (July 1, 2011)

5 Words inserted by Undertakings for Collective Investment in Transferable Securities (Amendment) Regulations

2012/2015 reg.4(a) (August 24, 2012)

6 Words substituted by Undertakings for Collective Investment in Transferable Securities (Amendment) Regulations

2012/2015 reg.4(b)(i) (August 24, 2012)

7 Words substituted by Undertakings for Collective Investment in Transferable Securities (Amendment) Regulations

2012/2015 reg.4(b)(ii) (August 24, 2012)

8 Words substituted by Undertakings for Collective Investment in Transferable Securities (Amendment) Regulations

2012/2015 reg.4(c) (August 24, 2012)

Commencement

Pt XVII c. V s. 264(1)-(1)(b), (3)(c): February 25, 2001 for the purposes of making orders or regulations; September

3, 2001 in relation to the giving of notice under 2000 c.8 s.264(1) of intention to make invitations no sooner than

December 1, 2001, the coming into force of s.19 and in relation to the giving of notice under s.264(2) or (6); December

1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para.

1; SI 2001/3538 art. 2(1))

Pt XVII c. V s. 264(2)-(2)(b): September 3, 2001 in relation to the giving of notice under 2000 c.8 s.264(1) of intention

to make invitations no sooner than December 1, 2001 the coming into force of s.19 and in relation to the giving of

notice under s.264(2) or (6); December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para.

1; SI 2001/3538 art. 2(1))

Pt XVII c. V s. 264(3): February 25, 2001 

Pt XVII c. V s. 264(3)(a)-(3)(b), (4)-(7): September 3, 2001 in relation to the giving of notice under 2000 c.8 s.264(1)

of intention to make invitations no sooner than December 1, 2001, the coming into force of s.19 and in relation to the

giving of notice under s.264(2) or (6); December 1, 2001 otherwise (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI

2001/3538 art. 2(1))

Extent

Pt XVII c. V s. 264(1)-(7): United Kingdom 

Financial Services and Markets Act 2000 Page 498
R Repealed

265.— [...]1

Notes

1 Repealed by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(25) (July 1, 2011)

Law In Force

266.— Disapplication of rules.

(1) Apart from–

(a) financial promotion rules, and

(b) rules under section 283(1),

rules made by the [ FCA ]

1

 under this Act do not apply to the operator, trustee or depositary of a

scheme in relation to the carrying on by him of regulated activities for which he has permission in

that capacity.

[ (1A) But subsection (1) does not affect the application of rules to an operator of a scheme if the

operator is an EEA firm falling within paragraph 5(f) of Schedule 3 who qualifies for authorisation

under that Schedule. ]

2

(2) “Scheme” means a scheme which is a recognised scheme by virtue of section 264.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(e) (April 1, 2013)

2 Added by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 3 reg.9 (February

13, 2004)

Commencement

Pt XVII c. V s. 266(1)-(2): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XVII c. V s. 266(1)-(2): United Kingdom 

Law In Force

267.— Power of [ FCA ]

1

 to suspend promotion of scheme.

(1) Subsection (2) applies if it appears to the [ FCA ]

2

 that the operator of a scheme has

communicated an invitation or inducement in relation to the scheme in a manner contrary to financial

promotion rules.

(2) The [ FCA ]

2

 may direct that–

(a) the exemption from subsection (1) of section 238 provided by subsection (4)(c) of that

section is not to apply in relation to the scheme; and

(b) subsection (5) of that section does not apply with respect to things done in relation to

the scheme.

(3) A direction under subsection (2) has effect–

Financial Services and Markets Act 2000 Page 499
(a) for a specified period;

(b) until the occurrence of a specified event; or

(c) until specified conditions are complied with.

(4) The [ FCA ]

2

 may, either on its own initiative or on the application of the operator of the

scheme concerned, vary a direction given under subsection (2) if it appears to the [ FCA ]

2

 that

the direction should take effect or continue in force in a different form.

(5) The [ FCA ]

2

 may, either on its own initiative or on the application of the operator of the

recognised scheme concerned, revoke a direction given under subsection (2) if it appears to the

[ FCA ]

2

 –

(a) that the conditions specified in the direction have been complied with; or

(b) that it is no longer necessary for the direction to take effect or continue in force.

(6) If an event is specified, the direction ceases to have effect (unless revoked earlier) on the

occurrence of that event.

(7) For the purposes of this section and sections 268 and 269–

(a) the scheme's home State is the EEA State in which the scheme is constituted (within

the meaning given by section 264);

(b) the competent authorities in the scheme's home State are the authorities in that State

who are responsible for the authorisation of collective investment schemes.

(8) “Scheme” means a scheme which is a recognised scheme by virtue of section 264.

(9) “Specified”, in relation to a direction, means specified in it.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.13(b) (April 1, 2013)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.13(a) (April 1, 2013)

Commencement

Pt XVII c. V s. 267(1)-(9): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVII c. V s. 267(1)-(9): United Kingdom 

Law In Force

268.— Procedure on giving directions under section 267 and varying them on [ FCA's]

1

own initiative.

(1) A direction under section 267 takes effect–

(a) immediately, if the notice given under subsection (3)(a) states that that is the case;

(b) on such date as may be specified in the notice; or

(c) if no date is specified in the notice, when the matter to which it relates is no longer open

to review.

(2) A direction may be expressed to take effect immediately (or on a specified date) only if the

[ FCA ]

2

 , having regard to its reasons for exercising its power under section 267, considers that it

is necessary for the direction to take effect immediately (or on that date).

Financial Services and Markets Act 2000 Page 500
(3) If [ the FCA ]

3

 proposes to give a direction under section 267, or gives such a direction with

immediate effect, it must–

(a) give the operator of the scheme concerned written notice; and

(b) inform the competent authorities in the scheme's home State of its proposal or (as the

case may be) of the direction.

(4) The notice must–

(a) give details of the direction;

(b) inform the operator of when the direction takes effect;

(c) state the [ FCA's]

4

 reasons for giving the direction and for its determination as to

when the direction takes effect;

(d) inform the operator that he may make representations to the [ FCA ]

5

 within such

period as may be specified in it (whether or not he has referred the matter to the Tribunal);

and

(e) inform him of his right to refer the matter to the Tribunal.

(5) The [ FCA ]

5

 may extend the period allowed under the notice for making representations.

(6) Subsection (7) applies if, having considered any representations made by the operator, the

[ FCA ]

5

 decides–

(a) to give the direction in the way proposed, or

(b) if it has been given, not to revoke the direction.

(7) [ The FCA ]

6

 must–

(a) give the operator of the scheme concerned written notice; and

(b) inform the competent authorities in the scheme's home State of the direction.

(8) Subsection (9) applies if, having considered any representations made by a person to whom

the notice was given, the [ FCA ]

7

 decides–

(a) not to give the direction in the way proposed,

(b) to give the direction in a way other than that proposed, or

(c) to revoke a direction which has effect.

(9) [ The FCA ]

8

 must–

(a) give the operator of the scheme concerned written notice; and

(b) inform the competent authorities in the scheme's home State of its decision.

(10) A notice given under subsection (7)(a) must inform the operator of his right to refer the matter

to the Tribunal.

(11) A notice under subsection (9)(a) given as a result of subsection (8)(b) must comply with

subsection (4).

(12) If a notice informs a person of his right to refer a matter to the Tribunal, it must give an

indication of the procedure on such a reference.

(13) This section applies to the variation of a direction on the [ FCA's]

9

 own initiative as it applies

to the giving of a direction.

(14) For the purposes of subsection (1)(c), whether a matter is open to review is to be determined

in accordance with section 391(8).

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.14(i) (April 1, 2013)

Financial Services and Markets Act 2000 Page 501
2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.14(a) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.14(b) (April 1, 2013)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.14(c) (April 1, 2013)

5 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.14(d) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.14(e) (April 1, 2013)

7 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.14(f) (April 1, 2013)

8 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.14(g) (April 1, 2013)

9 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.14(h) (April 1, 2013)

Commencement

Pt XVII c. V s. 268(1)-(14): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVII c. V s. 268(1)-(14): United Kingdom 

Law In Force

269.— Procedure on application for variation or revocation of direction.

(1) If, on an application under subsection (4) or (5) of section 267 , the [ FCA ]

1

 proposes–

(a) to vary a direction otherwise than in accordance with the application, or

(b) to refuse the application,

it must give the operator of the scheme concerned a warning notice.

(2) If, on such an application, the [ FCA ]

1

 decides–

(a) to vary a direction otherwise than in accordance with the application, or

(b) to refuse the application,

it must give the operator of the scheme concerned a decision notice.

(3) If the application is refused, the operator of the scheme may refer the matter to the Tribunal.

(4) If, on such an application, the [ FCA ]

1

 decides to grant the application it must give the operator

of the scheme concerned written notice.

(5) If the [ FCA ]

1

 decides on its own initiative to revoke a direction given under section 267 it

must give the operator of the scheme concerned written notice.

(6) [ The FCA ]

2

 must inform the competent authorities in the scheme's home State of any notice

given under this section.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.15(a) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.15(b) (April 1, 2013)

Commencement

Pt XVII c. V s. 269(1)-(6): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVII c. V s. 269(1)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 502
[...]1

Notes

1 Repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.18 (July 22, 2013:

repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9 and Sch.1 para.45)

R Repealed

270.— [...]1

Notes

1 Repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.18 (July 22, 2013:

repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9 and Sch.1 para.45)

R Repealed

271.— [...]1

Notes

1 Repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.18 (July 22, 2013:

repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9 and Sch.1 para.45)

Individually recognised overseas schemes

Law In Force

272.— Individually recognised overseas schemes.

(1) The [ FCA ]

1

 may, on the application of the operator of a collective investment scheme which–

(a) is managed in a country or territory outside the United Kingdom,

(b) does not satisfy the requirements prescribed for the purposes of section 264, [ and ]

2

(c) [...]3

(d) appears to the [ FCA ]

1

 to satisfy the requirements set out in the following provisions

of this section,

make an order declaring the scheme to be a recognised scheme.

(2) Adequate protection must be afforded to participants in the scheme.

(3) The arrangements for the scheme's constitution and management must be adequate.

(4) The powers and duties of the operator and, if the scheme has a trustee or depositary, of the

trustee or depositary must be adequate.

(5) In deciding whether the matters mentioned in subsection (3) or (4) are adequate, the [ FCA ]

1

must have regard to–

(a) any rule of law, and

(b) any matters which are, or could be, the subject of rules,

applicable in relation to comparable authorised schemes.

Financial Services and Markets Act 2000 Page 503
(6) “Comparable authorised schemes” means whichever of the following the [ FCA ]

1

 considers

the most appropriate, having regard to the nature of scheme in respect of which the application is

made–

(a) authorised unit trust schemes;

[ (aa) authorised contractual schemes which are co-ownership schemes;

(ab) authorised contractual schemes which are partnership schemes; ]

4

(b) authorised open-ended investment companies;

[ (c) any two or more of the kinds of collective investment scheme mentioned in paragraphs

(a) to (b). ]

5

(7) The scheme must take the form of an open-ended investment company or (if it does not take

that form) the operator must be a body corporate.

(8) The operator of the scheme must–

(a) if an authorised person, have permission to act as operator;

(b) if not an authorised person, be a fit and proper person to act as operator.

(9) The trustee or depositary (if any) of the scheme must–

(a) if an authorised person, have permission to act as trustee or depositary;

(b) if not an authorised person, be a fit and proper person to act as trustee or depositary.

(10) The operator and the trustee or depositary (if any) of the scheme must be able and willing to

co-operate with the [ FCA ]

1

 by the sharing of information and in other ways.

(11) The name of the scheme must not be undesirable or misleading.

(12) The purposes of the scheme must be reasonably capable of being successfully carried into

effect.

(13) The participants must be entitled to have their units redeemed in accordance with the scheme

at a price related to the net value of the property to which the units relate and determined in

accordance with the scheme.

(14) But a scheme is to be treated as complying with subsection (13) if it requires the operator to

ensure that a participant is able to sell his units on an investment exchange at a price not significantly

different from that mentioned in that subsection.

(15) Subsection (13) is not to be read as imposing a requirement that the participants must be entitled

to have their units redeemed (or sold as mentioned in subsection (14)) immediately following a

demand to that effect.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(f) (April 1, 2013)

2 Word inserted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.19(a) (July 22,

2013: insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.19(b) (July 22, 2013:

repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

4 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(14)(a) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

5

Substituted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt

2 reg.3(14)(b) (June 6, 2013: substitution has effect subject to transitional provision specified in SI 2013/1388

reg.24)

Financial Services and Markets Act 2000 Page 504
Commencement

Pt XVII c. V s. 272(1)-(15): September 3, 2001 for the purposes of orders and applications for orders coming into force

not sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise 

Extent

Pt XVII c. V s. 272(1)-(15): United Kingdom 

Law In Force

273. Matters that may be taken into account.

For the purposes of subsections (8)(b) and (9)(b) of section 272 , the [ FCA ]

1

 may take into account

any matter relating to–

(a) any person who is or will be employed by or associated with the operator, trustee or

depositary in connection with the scheme;

(b) any director of the operator, trustee or depositary;

(c) any person exercising influence over the operator, trustee or depositary;

(d) any body corporate in the same group as the operator, trustee or depositary;

(e) any director of any such body corporate;

(f) any person exercising influence over any such body corporate.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(f) (April 1, 2013)

Commencement

Pt XVII c. V s. 273(a)-(f): September 3, 2001 for the purposes of orders and applications for orders coming into force

not sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise 

Extent

Pt XVII c. V s. 273(a)-(f): United Kingdom 

Law In Force

274.— Applications for recognition of individual schemes.

(1) An application under section 272 for an order declaring a scheme to be a recognised scheme

must be made to the [ FCA ]

1

 by the operator of the scheme.

(2) The application–

(a) must be made in such manner as the [ FCA ]

1

 may direct;

(b) must contain the address of a place in the United Kingdom for the service on the operator

of notices or other documents required or authorised to be served on him under this Act;

(c) must contain or be accompanied by such information as the [ FCA ]

1

 may reasonably

require for the purpose of determining the application.

(3) At any time after receiving an application and before determining it, the [ FCA ]

1

 may require

the applicant to provide it with such further information as it reasonably considers necessary to

enable it to determine the application.

Financial Services and Markets Act 2000 Page 505
(4) Different directions may be given, and different requirements imposed, in relation to different

applications.

(5) The [ FCA ]

1

 may require an applicant to present information which he is required to give

under this section in such form, or to verify it in such a way, as the [ FCA ]

1

 may direct.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(f) (April 1, 2013)

Commencement

Pt XVII c. V s. 274(1)-(5): September 3, 2001 for the purposes of orders and applications for orders coming into force

not sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise 

Extent

Pt XVII c. V s. 274(1)-(5): United Kingdom 

Law In Force

275.— Determination of applications.

(1) An application under section 272 must be determined by the [ FCA ]

1

 before the end of the

period of six months beginning with the date on which it receives the completed application.

(2) The [ FCA ]

1

 may determine an incomplete application if it considers it appropriate to do so;

and it must in any event determine such an application within twelve months beginning with the

date on which it first receives the application.

(3) If the [ FCA ]

1

 makes an order under section 272(1), it must give written notice of the order

to the applicant.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(f) (April 1, 2013)

Commencement

Pt XVII c. V s. 275(1)-(3): September 3, 2001 for the purposes of orders and applications for orders coming into force

not sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise 

Extent

Pt XVII c. V s. 275(1)-(3): United Kingdom 

Law In Force

276.— Procedure when refusing an application.

(1) If the [ FCA ]

1

 proposes to refuse an application made under section 272 it must give the

applicant a warning notice.

(2) If the [ FCA ]

1

 decides to refuse the application–

(a) it must give the applicant a decision notice; and

(b) the applicant may refer the matter to the Tribunal.

Financial Services and Markets Act 2000 Page 506
Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(f) (April 1, 2013)

Commencement

Pt XVII c. V s. 276(1)-(2)(b): September 3, 2001 for the purposes of orders and applications for orders coming into

force not sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise 

Extent

Pt XVII c. V s. 276(1)-(2)(b): United Kingdom 

Law In Force

277.— Alteration of schemes and changes of operator, trustee or depositary.

(1) The operator of a scheme recognised by virtue of section 272 must give written notice to the

[ FCA ]

1

 of any proposed alteration to the scheme.

(2) Effect is not to be given to any such proposal unless–

(a) the [ FCA ]

1

 , by written notice, has given its approval to the proposal; or

(b) one month, beginning with the date on which notice was given under subsection (1),

has expired without the [ FCA ]

1

 having given written notice to the operator that it has

decided to refuse approval.

(3) At least one month before any replacement of the operator, trustee or depositary of such a

scheme, notice of the proposed replacement must be given to the [ FCA ]

1

 –

(a) by the operator, trustee or depositary (as the case may be); or

(b) by the person who is to replace him.

[ (4) If a change is made, or is to be made, to the law which applies to such a scheme in the country

or territory in which it is managed and the change affects or will affect any of the matters mentioned

at section 272(2) to (4), the operator of the scheme must give written notice of the change to the

FCA—

(a) at least one month before the change takes effect; or

(b) if that is not reasonably practicable, as soon as it is reasonably practicable to do so.

(5) A notice under this section—

(a) must be given in such manner as the FCA may direct; and

(b) where the notice is given under subsection (1) or (3), must include such information as

the FCA may direct for the purpose of determining whether the requirements for the making

of an order under section 272 in respect of the scheme would continue to be satisfied

following the alteration or replacement that is the subject of the notice.

]

2

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(f) (April 1, 2013)

2 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.20 (July 22, 2013: insertion

has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Financial Services and Markets Act 2000 Page 507
Commencement

Pt XVII c. V s. 277(1)-(3)(b): September 3, 2001 for the purposes of orders and applications for orders coming into

force not sooner than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise 

Extent

Pt XVII c. V s. 277(1)-(5)(b): United Kingdom 

Law In Force

[ 277A.— Regular provision of information relating to compliance with requirements for

recognition

(1) The operator of a scheme recognised by virtue of section 272 must provide to the FCA such

information as the FCA may direct, at such times as the FCA may direct, for the purpose of

determining whether the requirements for the making of an order under section 272 in respect of

the scheme continue to be satisfied.

(2) A direction under subsection (1) may not require information to be provided within the period

of 12 months beginning with the date on which information was last required to be provided to the

FCA in respect of the scheme pursuant to a requirement under section 274(2)(c) or a direction under

subsection (1) or section 277(5)(b).

(3) The information must be provided in such manner as the FCA may direct.

]

1

Notes

1 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.21 (July 22, 2013: insertion

has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Pt XVII c. V s. 277A(1)-(3): United Kingdom 

Law In Force

[ 278. Rules as to scheme particulars.

The FCA may make rules imposing duties or liabilities on the operator of a scheme recognised

under [section 272 ]

2

 for purposes corresponding to those for which rules may be made under

section 248 in relation to authorised unit trust schemes. ]

1

Notes

1 Existing heading repealed and ss 278-282 moved under the heading entitled "Individually recognised overseas

schemes" by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.22 (July 22, 2013:

amendment has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

2 Words repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.23 (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Pt XVII c. V s. 278: United Kingdom 

Financial Services and Markets Act 2000 Page 508
Law In Force

[ 279. Revocation of recognition.

The FCA may [...]2 revoke an order under section 272 if it appears to the FCA–

(a) that the operator, trustee or depositary of the scheme has contravened a requirement

imposed on him by or under this Act;

(b) that the operator, trustee or depositary of the scheme has, in purported compliance with

any such requirement, knowingly or recklessly given the FCA information which is false

or misleading in a material particular;

(c) [...]3 that one or more of the requirements for the making of the order are no longer

satisfied; or

(d) that none of paragraphs (a) to (c) applies, but it is undesirable in the interests of the

participants or potential participants that the scheme should continue to be recognised.

]

1

Notes

1 Existing heading repealed and ss 278-282 moved under the heading entitled "Individually recognised overseas

schemes" by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.22 (July 22, 2013:

amendment has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

2 Words repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.24(a) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Words repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.24(b) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Pt XVII c. V s. 279(a)-(d): United Kingdom 

Law In Force

[ 280.— Procedure.

(1) If the FCA proposes to [ make an order under section 279 ]

2

 revoking a recognition order, it

must give a warning notice to the operator and (if any) the trustee or depositary of the scheme.

(2) If the FCA decides to [...]3 make an order under that section–

(a) it must without delay give a decision notice to the operator and (if any) the trustee or

depositary of the scheme; and

(b) the operator or the trustee or depositary may refer the matter to the Tribunal.

]

1

Notes

1 Existing heading repealed and ss 278-282 moved under the heading entitled "Individually recognised overseas

schemes" by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.22 (July 22, 2013:

amendment has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

2 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.25(a) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Words repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.25(b) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Financial Services and Markets Act 2000 Page 509
Extent

Pt XVII c. V s. 280(1)-(2)(b): United Kingdom 

Law In Force

[ 281. Directions.

(1) In this section a “relevant recognised scheme” means a scheme recognised under [section

272 ]

2

.

(2) If it appears to the FCA that–

(a) the operator, trustee or depositary of a relevant recognised scheme has contravened, or

is likely to contravene, a requirement imposed on him by or under this Act,

(b) the operator, trustee or depositary of such a scheme has, in purported compliance with

any such requirement, knowingly or recklessly given the FCA information which is false

or misleading in a material particular,

(c) one or more of the requirements for the recognition of [such a scheme ]

3

 are no longer

satisfied, or

(d) none of paragraphs (a) to (c) applies, but the exercise of the power conferred by this

section is desirable in order to protect the interests of participants or potential participants

in a relevant recognised scheme who are in the United Kingdom,

it may direct that the scheme is not to be a recognised scheme for a specified period or until the

occurrence of a specified event or until specified conditions are complied with.

]

1

Notes

1 Existing heading repealed and ss 278-282 moved under the heading entitled "Individually recognised overseas

schemes" by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.22 (July 22, 2013:

amendment has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

2 Words repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.26(a) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.26(b) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Pt XVII c. V s. 281(1)-(2)(d): United Kingdom 

Law In Force

[ 282.— Procedure on giving directions under section 281 and varying them otherwise than

as requested.

(1) A direction takes effect–

(a) immediately, if the notice given under subsection (3) states that that is the case;

(b) on such date as may be specified in the notice; or

(c) if no date is specified in the notice, when the matter to which it relates is no longer open

to review.

Financial Services and Markets Act 2000 Page 510
(2) A direction may be expressed to take effect immediately (or on a specified date) only if the

FCA, having regard to the ground on which it is exercising its power under section 281, considers

that it is necessary for the direction to take effect immediately (or on that date).

(3) If the FCA proposes to give a direction under section 281, or gives such a direction with

immediate effect, it must give separate written notice to the operator and (if any) the trustee or

depositary of the scheme concerned.

(4) The notice must–

(a) give details of the direction;

(b) inform the person to whom it is given of when the direction takes effect;

(c) state the FCA's reasons for giving the direction and for its determination as to when the

direction takes effect;

(d) inform the person to whom it is given that he may make representations to the FCA

within such period as may be specified in it (whether or not he has referred the matter to

the Tribunal); and

(e) inform him of his right to refer the matter to the Tribunal.

(5) The FCA may extend the period allowed under the notice for making representations.

(6) If, having considered any representations made by a person to whom the notice was given, the

FCA decides–

(a) to give the direction in the way proposed, or

(b) if it has been given, not to revoke the direction,

it must give separate written notice to the operator and (if any) the trustee or depositary of the

scheme concerned.

(7) If, having considered any representations made by a person to whom the notice was given, the

FCA decides–

(a) not to give the direction in the way proposed,

(b) to give the direction in a way other than that proposed, or

(c) to revoke a direction which has effect,

it must give separate written notice to the operator and (if any) the trustee or depositary of the

scheme concerned.

(8) A notice given under subsection (6) must inform the person to whom it is given of his right to

refer the matter to the Tribunal.

(9) A notice under subsection (7)(b) must comply with subsection (4).

(10) If a notice informs a person of his right to refer a matter to the Tribunal, it must give an

indication of the procedure on such a reference.

(11) This section applies to the variation of a direction on the FCA's own initiative as it applies to

the giving of a direction.

(12) For the purposes of subsection (1)(c), whether a matter is open to review is to be determined

in accordance with section 391(8).

]

1

Financial Services and Markets Act 2000 Page 511
Notes

1 Existing heading repealed and ss 278-282 moved under the heading entitled "Individually recognised overseas

schemes" by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.22 (July 22, 2013:

amendment has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Pt XVII c. V s. 282(1)-(12): United Kingdom 

[...]1

Notes

1 Existing heading repealed and ss 278-282 moved under the heading entitled "Individually recognised overseas

schemes" by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.22 (July 22, 2013:

amendment has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Law In Force

278. 

[s.278 is not repealed but has been moved under the heading entitled “Individually recognised

overseas schemes” ]

1

Notes

1 Existing heading repealed and ss 278-282 moved under the heading entitled "Individually recognised overseas

schemes" by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.22 (July 22, 2013:

amendment has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Commencement

Pt XVII c. V s. 278: June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XVII c. V s. 278: United Kingdom 

Law In Force

279. 

[s.279 is not repealed but has been moved under the heading entitled “Individually recognised

overseas schemes” ]

1

Notes

1 Existing heading repealed and ss 278-282 moved under the heading entitled "Individually recognised overseas

schemes" by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.22 (July 22, 2013:

amendment has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Commencement

Pt XVII c. V s. 279(a)-(d): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Financial Services and Markets Act 2000 Page 512
Extent

Pt XVII c. V s. 279(a)-(d): United Kingdom 

Law In Force

280.— 

[s.280 is not repealed but has been moved under the heading entitled “Individually recognised

overseas schemes” ]

1

Notes

1 Existing heading repealed and ss 278-282 moved under the heading entitled "Individually recognised overseas

schemes" by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.22 (July 22, 2013:

amendment has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Commencement

Pt XVII c. V s. 280(1)-(2)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XVII c. V s. 280(1)-(2)(b): United Kingdom 

Law In Force

281. 

[s.281 is not repealed but has been moved under the heading entitled “Individually recognised

overseas schemes” ]

1

Notes

1 Existing heading repealed and ss 278-282 moved under the heading entitled "Individually recognised overseas

schemes" by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.22 (July 22, 2013:

amendment has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Commencement

Pt XVII c. V s. 281(1)-(2)(d): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XVII c. V s. 281(1)-(2)(d): United Kingdom 

Law In Force

282.— 

[s.282 is not repealed but has been moved under the heading entitled “Individually recognised

overseas schemes” ]

1

Financial Services and Markets Act 2000 Page 513
Notes

1 Existing heading repealed and ss 278-282 moved under the heading entitled "Individually recognised overseas

schemes" by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.22 (July 22, 2013:

amendment has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Commencement

Pt XVII c. V s. 282(1)-(12): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XVII c. V s. 282(1)-(12): United Kingdom 

Facilities and information in UK

Law In Force

283.— Facilities and information in UK.

(1) The [ FCA ]

1

 may make rules requiring operators of recognised schemes to maintain in the

United Kingdom, or in such part or parts of it as may be specified, such facilities as the [ FCA ]

1

thinks desirable in the interests of participants and as are specified in rules.

(2) The [ FCA ]

1

 may by notice in writing require the operator of any recognised scheme to include

such explanatory information as is specified in the notice in any communication of his which–

(a) is a communication of an invitation or inducement of a kind mentioned in section 21(1);

and

(b) names the scheme.

(3) In the case of a communication originating outside the United Kingdom, subsection (2) only

applies if the communication is capable of having an effect in the United Kingdom.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(f) (April 1, 2013)

Commencement

Pt XVII c. V s. 283(1): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Pt XVII c. V s. 283(2)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVII c. V s. 283(1)-(3): United Kingdom 

Financial Services and Markets Act 2000 Page 514
[ CHAPTER 5A

MASTER-FEEDER STRUCTURES ]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(26)

(July 1, 2011)

Law In Force

[ 283A.— Master-feeder structures

(1) The operator of a UK UCITS may not invest a higher proportion of the property which is

subject to the collective investment scheme constituted by that UCITS in units of another UCITS

than is permitted by rules made by the [ FCA ]

2

 implementing Article 55 of the UCITS directive

unless the investment is approved by the [ FCA ]

2

 in accordance with this section.

(2) An application for approval under subsection (1) of an investment must be made by the operator

of the UK UCITS in such manner, and accompanied by such information, as is required by rules

made by the [ FCA ]

2

 .

(3) The [ FCA ]

2

 must grant an application made under subsection (2) if it is satisfied—

(a) that the UCITS, its operator, trustee or depositary and auditor and the UCITS in which

it proposes to invest, and its operator, have complied with—

(i) the requirements laid down in Chapter VIII of the UCITS directive, and

(ii) any other requirements imposed by the [ FCA ]

2

 in relation to the application;

(b) in a case where the application is made by the operator of a feeder UCITS in respect

of the investment of the proceeds of the winding-up of its master UCITS, that the proceeds

of the winding up are to be paid to the feeder UCITS before the date on which the investment

is to be made.

(4) In a case within subsection (3)(b), approval must be subject to the conditions in subsections (5)

and (6).

(5) The first condition is that the feeder UCITS is to receive the proceeds of the winding-up—

(a) in cash; or

(b) wholly or partly in assets other than cash in a case where the feeder UCITS so elects

and each of the following so permits—

(i) the decision of the master UCITS that it should be wound up;

(ii) the trust deed [ , contractual scheme deed ]

3

 or instrument of incorporation of

the feeder UCITS; and

(iii) either the agreement between the feeder UCITS and its master UCITS, or the

internal conduct of business rules operated by the feeder UCITS and the master

UCITS in accordance with rules made by the [ FCA ]

2

 .

(6) The second condition is that cash received by the feeder UCITS in accordance with paragraph

(5)(a) may not be reinvested before the date on which the feeder UCITS proposes to invest in the

new UCITS, except for the purpose of efficient cash management.

(7) The [ FCA ]

2

 must, within 15 working days of the date on which the [ FCA ]

2

 had received

all the information required in relation to the application, give written notice to the operator—

Financial Services and Markets Act 2000 Page 515
(a) that the [ FCA ]

2

 approves its application, or

(b) that the [ FCA ]

2

 objects to the application.

(8) Following receipt of notice that the [ FCA ]

2

 objects to the application, the operator may refer

the [ FCA's]

2

 decision to the Tribunal.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(26)

(July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(f) (April 1, 2013)

3 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(15) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

Extent

Pt XVII c. VA s. 283A(1)-(8): United Kingdom 

Law In Force

[ 283B.— Reports on derivative instruments

(1) An authorised person who is the management company in relation to a UCITS must report to

the [ FCA ]

2

 at specified intervals of not more than 12 months about any investment in derivative

instruments during the specified period to which the report relates.

(2) The report must be in the specified form and contain the specified information.

(3) The [ FCA ]

2

 must review the regularity and completeness of the information provided by

each management company under subsection (1).

(4) In this section, “specified” means specified—

(a) in rules made by the [ FCA ]

2

 to implement the UCITS directive, or

(b) in any directly applicable Community regulation or decision made under the UCITS

directive.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(26)

(July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.9(2)(f) (April 1, 2013)

Extent

Pt XVII c. VA s. 283B(1)-(4)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 516
CHAPTER VI

INVESTIGATIONS

Law In Force

284.— Power to investigate.

(1) An investigating authority may appoint one or more competent persons to investigate on its

behalf–

(a) the affairs of, or of the manager or trustee of, any authorised unit trust scheme,

(b) the affairs of, or of the operator, trustee or depositary of, any recognised scheme so far

as relating to activities carried on in the United Kingdom, or

(c) the affairs of, or of the operator, trustee or depositary of, any other collective investment

scheme except a body incorporated by virtue of regulations under section 262,

if it appears to the investigating authority that it is in the interests of the participants or potential

participants to do so or that the matter is of public concern.

(2) A person appointed under subsection (1) to investigate the affairs of, or of the manager, trustee,

operator or depositary of, any scheme (scheme “A”), may also, if he thinks it necessary for the

purposes of that investigation, investigate–

(a) the affairs of, or of the manager, trustee, operator or depositary of, any other such scheme

as is mentioned in subsection (1) whose manager, trustee, operator or depositary is the same

person as the manager, trustee, operator or depositary of scheme A;

(b) the affairs of such other schemes and persons (including bodies incorporated by virtue

of regulations under section 262 and the directors and depositaries of such bodies) as may

be prescribed.

(3) If the person appointed to conduct an investigation under this section (“B”) considers that a

person (“C”) is or may be able to give information which is relevant to the investigation, B may

require C–

(a) to produce to B any documents in C's possession or under his control which appear to

B to be relevant to the investigation,

(b) to attend before B, and

(c) otherwise to give B all assistance in connection with the investigation which C is

reasonably able to give,

and it is C's duty to comply with that requirement.

(4) Subsections (5) to (9) of section 170 apply if an investigating authority appoints a person under

this section to conduct an investigation on its behalf as they apply in the case mentioned in subsection

(1) of that section.

(5) Section 174 applies to a statement made by a person in compliance with a requirement imposed

under this section as it applies to a statement mentioned in that section.

(6) Subsections (2) to (4) and (6) of section 175 and section 177 have effect as if this section were

contained in Part XI.

(7) Subsections (1) to (9) of section 176 apply in relation to a person appointed under subsection

(1) as if–

(a) references to an investigator were references to a person so appointed;

Financial Services and Markets Act 2000 Page 517
(b) references to an information requirement were references to a requirement imposed

under section 175 or under subsection (3) by a person so appointed;

(c) the premises mentioned in subsection (3)(a) were the premises of a person whose affairs

are the subject of an investigation under this section or of an appointed representative of

such a person.

(8) No person may be required under this section to disclose information or produce a document

in respect of which he owes an obligation of confidence by virtue of carrying on the business of

banking unless subsection (9) or (10) applies.

(9) This subsection applies if–

(a) the person to whom the obligation of confidence is owed consents to the disclosure or

production; or

(b) the imposing on the person concerned of a requirement with respect to information or

a document of a kind mentioned in subsection (8) has been specifically authorised by the

investigating authority.

(10) This subsection applies if the person owing the obligation of confidence or the person to whom

it is owed is–

(a) the manager, trustee, operator or depositary of any collective investment scheme which

is under investigation;

(b) the director of a body incorporated by virtue of regulations under section 262 which is

under investigation;

(c) any other person whose own affairs are under investigation.

(11) “Investigating authority” means [ the FCA ]

1

 or the Secretary of State .

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.17 (April 1, 2013)

Commencement

Pt XVII c. VI s. 284(1)-(1)(c), (3)-(11): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt XVII c. VI s. 284(2)-(2)(b): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001

otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVII c. VI s. 284(1)-(11): United Kingdom 

Financial Services and Markets Act 2000 Page 518
PART XVIII

RECOGNISED INVESTMENT EXCHANGES AND CLEARING HOUSES

CHAPTER I

EXEMPTION

General

Law In Force

285.— Exemption for recognised investment exchanges and clearing houses.

(1) In this Act–

(a) “recognised investment exchange” means an investment exchange in relation to which

a recognition order is in force ; [...]1

[ (b) “recognised clearing house” means—

(i) a central counterparty in relation to which a recognition order is in force (in this

Part referred to as a “recognised central counterparty”), or

(ii) a clearing house which provides clearing services in the United Kingdom without

doing so as a central counterparty, and in relation to which a recognition order is in

force;

(c) “EEA central counterparty” means a person established in an EEA State other than the

United Kingdom who has been authorised by the competent authority of that State as a

central counterparty pursuant to Article 17 of the EMIR regulation; and

(d) “third country central counterparty” means a person established in a State which is not

an EEA State who has been recognised by ESMA as a central counterparty pursuant to

Article 25 of the EMIR regulation. ]

1

(2) A recognised investment exchange is exempt from the general prohibition as respects any

regulated activity–

(a) which is carried on as a part of the exchange's business as an investment exchange; or

[ (b) which is carried on for the purposes of, or in connection with, the provision by the

exchange of services designed to facilitate the provision of clearing services by another

person. ]

2

(3) [ A recognised clearing house which is not a recognised central counterparty ]

3

 is exempt from

the general prohibition as respects any regulated [ activity—]

4

[ (a) which is carried on for the purposes of, or in connection with, the provision of clearing

services by the clearing house, or

(b) which is carried on for the purposes of, or in connection with, the provision by the

clearing house of services designed to facilitate the provision of clearing services by another

person. ]

4

[ (3A) A recognised central counterparty is exempt from the general prohibition as respects any

regulated activity which is carried on for the purposes of, or in connection with, the services or

activities specified in its recognition order.

Financial Services and Markets Act 2000 Page 519
(3B) An EEA central counterparty is exempt from the general prohibition as respects any regulated

activity which is carried on for the purposes of, or in connection with, the services or activities

specified in its authorisation granted pursuant to Article 17 of the EMIR regulation.

(3C) A third country central counterparty is exempt from the general prohibition as respects any

regulated activity which is carried on for the purposes of, or in connection with, the services or

activities specified in its recognition by ESMA pursuant to Article 25 of the EMIR regulation. ]

5

[ (4) The Treasury may by order amend paragraph (b) of subsection (2) or (3). ]

6

Notes

1

S.285(1)(b)-(d) substitued for s.285(1)(b) by Financial Services and Markets Act 2000 (Over the Counter Derivatives,

Central Counterparties and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(3)(a) (April 1, 2013: substitution

has effect subject to transitional and savings provisions specified in SI 2013/504 Pt 9)

2

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.28(2) (April 1, 2013)

3 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(3)(b) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

4 Words and s.285(3)(a)-(b) substituted for words by Financial Services Act 2012 c. 21 Pt 2 s.28(3) (April 1, 2013)

5 Added by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and

Trade Repositories) Regulations 2013/504 Pt 2 reg.3(3)(c) (April 1, 2013: insertion has effect subject to transitional

and savings provisions specified in SI 2013/504 Pt 9)

6 Added by Financial Services Act 2012 c. 21 Pt 2 s.28(4) (April 1, 2013)

Commencement

Pt XVIII c. I s. 285(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVIII c. I s. 285(1)-(4): United Kingdom 

Law In Force

[ 285A Powers exercisable in relation to recognised investment exchanges and clearing houses

(1) For the purposes of this Part, the FCA is “the appropriate regulator”in relation to recognised

investment exchanges.

(2) For the purposes of this Part, the Bank of England is “the appropriate regulator” in relation to

recognised clearing houses.

(3) In Schedule 17A—

(a) Part 1 makes provision for a memorandum of understanding between the appropriate

regulators and the PRA with respect to the exercise of their functions in relation to recognised

investment exchanges and clearing houses;

(b) Part 2 applies certain provisions of this Act in relation to the Bank of England in

consequence of the conferring of functions on the Bank under this Part of this Act;

(c) Part 3 makes provision relating to the winding up, administration or insolvency of

[ recognised clearing houses]

2

 ; and

(d) Part 4 makes provision about fees.

]

1

Financial Services and Markets Act 2000 Page 520
Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.29(1) (January 24, 2013 for the purposes of making orders or

regulations; April 1, 2013 otherwise)

2 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(4) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Pt XVIII c. I s. 285A(1)-(3)(d): United Kingdom 

Law In Force

286.— Qualification for recognition.

(1) The Treasury may make regulations setting out the requirements–

(a) which must be satisfied by an investment exchange or clearing house if it is to qualify

as a body in respect of which [ the appropriate regulator ]

1

 may make a recognition order

under this Part; and

(b) which, if a recognition order is made, it must continue to satisfy if it is to remain a

recognised body.

(2) But if regulations contain provision as to the default rules of an investment exchange or clearing

house, or as to proceedings taken under such rules by such a body, they require the approval of the

Secretary of State.

(3) “Default rules” means rules of an investment exchange or clearing house which provide for the

taking of action in the event of a person's appearing to be unable, or likely to become unable, to

meet his obligations in respect of one or more market contracts connected with the exchange or

clearing house.

(4) “Market contract” means–

(a) a contract to which Part VII of the Companies Act 1989 applies as a result of section

155 of that Act or a contract to which Part V of the Companies (No. 2) (Northern Ireland)

Order 1990 applies as a result of Article 80 of that Order; and

(b) such other kind of contract as may be prescribed.

[ (4A) If regulations under subsection (1) require an investment exchange to make information

available to the public in accordance with—

(a) Article 29.1 of the markets in financial instruments directive and the Commission

Regulation, or

(b) Article 44.1 of that directive and that Regulation,

the regulations may authorise [ the FCA ]

3

 to waive the requirement in the circumstances specified

in the relevant provisions.

(4B) The “relevant provisions” for the purposes of subsection (4A) are—

(a) in a case falling within paragraph (a) of that subsection, Article 29.2 of the markets in

financial instruments directive and the Commission Regulation, and

(b) in a case falling within paragraph (b) of that subsection, Article 44.2 of that directive

and that Regulation.

Financial Services and Markets Act 2000 Page 521
(4C) If regulations under subsection (1) require an investment exchange to make information

available to the public in accordance with—

(a) Article 30.1 of the markets in financial instruments directive and the Commission

Regulation, or

(b) Article 45.1 of that directive and that Regulation,

the regulations may authorise [ the FCA ]

3

 to defer the requirement in the circumstances specified,

and subject to the requirements contained, in the relevant provisions.

(4D) The “relevant provisions” for the purposes of subsection (4C) are—

(a) in a case falling within paragraph (a) of that subsection, Article 30.2 of the markets in

financial instruments directive and the Commission Regulation, and

(b) in a case falling within paragraph (b) of that subsection, Article 45.2 of that directive

and that Regulation.

(4E) “The Commission Regulation” means Commission Regulation 1287/2006 of 10 August

2006. ]

2

[ (4F) Regulations under subsection (1) may confer power on the appropriate regulator to make

rules for the purposes of the regulations or of any specified provision made by the regulations. ]

4

(5) Requirements resulting from this section are referred to in this Part as “recognition requirements”.

[ (6) In the case of an investment exchange, requirements resulting from this section are in addition

to requirements which must be satisfied by the exchange as a result of section 290(1A) before [ the

FCA ]

3

 may make a recognition order declaring the exchange to be a recognised investment

exchange. ]

5

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.2(2) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

2 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) (Modification of Powers)

Regulations 2006/2975 reg.8 (December 6, 2006)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.2(3) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

4 Added by Financial Services Act 2012 c. 21 Pt 2 s.30 (January 24, 2013 for the purposes of making orders or

regulations; April 1, 2013 otherwise)

5 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.2 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Commencement

Pt XVIII c. I s. 286(1)-(5): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XVIII c. I s. 286(1)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 522
Applications for recognition

Law In Force

287.— Application by an investment exchange.

(1) Any body corporate or unincorporated association may apply to [ the FCA ]

1

 for an order

declaring it to be a recognised investment exchange for the purposes of this Act.

(2) The application must be made in such manner as [ the FCA ]

1

 may direct and must be

accompanied by–

(a) a copy of the applicant's rules;

(b) a copy of any guidance issued by the applicant;

(c) the required particulars; and

(d) such other information as [ the FCA ]

1

 may reasonably require for the purpose of

determining the application.

(3) The required particulars are–

(a) particulars of any arrangements which the applicant has made, or proposes to make,

for the provision [ by another person ]

2

 of clearing services in respect of transactions

effected on the exchange;

(b) if the applicant proposes to provide [services falling within section 285(2)(b) ]

3

 in

respect of transactions other than those effected on the exchange, particulars of the criteria

which the applicant will apply when determining to whom it will provide those services

[ ; ]

4

[(c) a programme of operations which includes the types of business the applicant proposes

to undertake and the applicant's proposed organisational structure;

(d) such particulars of the persons who effectively direct the business and operations of

the exchange as [ the FCA ]

5

 may reasonably require;

(e) such particulars of the ownership of the exchange, and in particular of the identity and

scale of interests of the persons who are in a position to exercise significant influence over

the management of the exchange, whether directly or indirectly, as [ the FCA ]

5

 may

reasonably require. ]

4

[ (4) Subsection (3)(c) to (e) does not apply to an application by an overseas applicant. ]

6

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.3(2) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.8 para.3(3)(a) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.3(3)(b) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

4 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.3(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.3(3)(c) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

6 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.3(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Financial Services and Markets Act 2000 Page 523
Commencement

Pt XVIII c. I s. 287(1)-(3)(b): June 18, 2001 for the purposes of giving directions or imposing requirements as mentioned

in s.287(2); September 3, 2001 otherwise (SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para.

1)

Extent

Pt XVIII c. I s. 287(1)-(4): United Kingdom 

Law In Force

288.— Application by a clearing house.

[ (1) A body corporate or unincorporated association which is established in the United Kingdom

may, where it intends to provide clearing services as a central counterparty, apply to the Bank of

England in accordance with Article 17 of the EMIR regulation for an order granting authorisation

for the purposes of that Article and declaring it to be a recognised central counterparty for the

purposes of this Act.

(1A) A body corporate or unincorporated association may, where it intends to provide clearing

services in the United Kingdom without doing so as a central counterparty, apply to the Bank of

England for an order declaring it to be for the purposes of this Act a recognised clearing house

which is not a recognised central counterparty. ]

1

(2) [ An application under subsection (1A) ]

2

 must be made in such manner as [ the Bank of

England ]

3

 may direct and must be accompanied by–

(a) a copy of the applicant's rules;

(b) a copy of any guidance issued by the applicant;

(c) the required particulars; and

(d) such other information as [ the Bank ]

4

 may reasonably require for the purpose of

determining the application.

(3) The required particulars are–

(a) if the applicant makes, or proposes to make, clearing arrangements with a recognised

investment exchange, particulars of those arrangements;

(b) if the applicant proposes to provide clearing services [ or services falling within section

285(3)(b) ]

5

 for persons other than recognised investment exchanges, particulars of the

criteria which it will apply when determining to whom it will provide those services.

Notes

1

S.288(1) and (1A) substituted for s.288(1) by Financial Services and Markets Act 2000 (Over the Counter

Derivatives, Central Counterparties and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(5)(a) (April 1, 2013:

substitution has effect subject to transitional and savings provisions specified in SI 2013/504 Pt 9)

2 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(5)(b) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.4(3)(a) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.4(3)(b) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 524
5 Words inserted by Financial Services Act 2012 c. 21 Sch.8 para.4(4) (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Commencement

Pt XVIII c. I s. 288(1)-(3)(b): June 18, 2001 for the purposes of giving directions or imposing requirements as mentioned

in s.288(2); September 3, 2001 otherwise (SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para.

1)

Extent

Pt XVIII c. I s. 288(1)-(3)(b): United Kingdom 

Law In Force

289.— Applications: supplementary.

(1) At any time after receiving an application and before determining it, [the appropriate regulator]

1

may require the applicant to provide such further information as it reasonably considers necessary

to enable it to determine the application.

(2) Information which [ the appropriate regulator ]

1

 requires in connection with an application

must be provided in such form, or verified in such manner, as [ the appropriate regulator ]

1

 may

direct.

(3) Different directions may be given, or requirements imposed, by [ the appropriate regulator ]

1

with respect to different applications.

[ (4) In relation to an application under section 288(1), this section does not apply to information

which can be required under Article 17 of the EMIR regulation. ]

2

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.5 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

2 Added by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and

Trade Repositories) Regulations 2013/504 Pt 2 reg.3(6) (April 1, 2013: insertion has effect subject to transitional

and savings provisions specified in SI 2013/504 Pt 9)

Commencement

Pt XVIII c. I s. 289(1)-(3): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XVIII c. I s. 289(1)-(4): United Kingdom 

Law In Force

290.— Recognition orders.

[(1) If it appears to the appropriate regulator that the applicant satisfies the recognition requirements

applicable in its case, the regulator may—

(a) where the application is made under section 287, make a recognition order declaring

the applicant to be a recognised investment exchange;

Financial Services and Markets Act 2000 Page 525
(b) where the application is made under section 288(1) and Article 17 of the EMIR regulation

allows authorisation to be granted, make a recognition order (“a central counterparty

recognition order”) granting authorisation for the purposes of that Article and declaring the

applicant to be a recognised central counterparty; or

(c) where the application is made under section 288(1A), make a recognition order declaring

the applicant to be a recognised clearing house which is not a recognised central counterparty.

]

1

[(1A) In the case of an application for an order declaring the applicant to be a recognised investment

exchange, the reference in subsection (1) to the recognition requirements applicable in its case

includes a reference to requirements contained in any directly applicable Community regulation

made under the markets in financial instruments directive.

(1B) In the case mentioned in subsection (1A), the application must be determined by [ the FCA ]

3

before the end of the period of six months beginning with the date on which it receives the completed

application.

(1C) Subsection (1B) does not apply in the case of an application by an overseas applicant. ]

2

[ (1D) A central counterparty recognition order must specify the services or activities linked to

clearing which the applicant may provide or perform and the classes of financial instruments covered

by the order. ]

4

(2) [...]5

(3) In considering an application [ made under section 287 or 288(1A) ]

6

 , [ the appropriate

regulator ]

7

 may have regard to any information which it considers is relevant to the application.

(4) A recognition order must specify a date on which it is to take effect.

(5) Section 298 has effect in relation to a decision to refuse to make a recognition order [ in respect

of an investment exchange or a clearing house which is not a central counterparty ]

8

 –

(a) as it has effect in relation to a decision to revoke such an order; and

(b) as if references to a recognised body were references to the applicant.

(6) [...]9

[ (7) Where—

(a) a body corporate or unincorporated association has made an application under section

288(1), and

(b) the Bank of England has determined that application in accordance with Article 17 of

the EMIR regulation,

any previous recognition order under section 290(1)(c) or 292(2)(b) shall cease to be valid.

]

10

Notes

1

Substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(7)(a) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

2 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.4 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.6(3) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 526
4 Added by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and

Trade Repositories) Regulations 2013/504 Pt 2 reg.3(7)(b) (April 1, 2013: insertion has effect subject to transitional

and savings provisions specified in SI 2013/504 Pt 9)

5 Repealed by Financial Services Act 2012 c. 21 Sch.8 para.6(4) (January 24, 2013 for the purpose of making rules;

April 1, 2013 otherwise)

6 Words inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(7)(c) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.6(5) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

8 Words inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(7)(d) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

9 Repealed by Financial Services Act 2012 c. 21 Sch.8 para.6(6) (January 24, 2013 for the purpose of making rules;

April 1, 2013 otherwise)

10 Added by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and

Trade Repositories) Regulations 2013/504 Pt 2 reg.3(7)(e) (April 1, 2013: insertion has effect subject to transitional

and savings provisions specified in SI 2013/504 Pt 9)

Commencement

Pt XVIII c. I s. 290(1)-(6): September 3, 2001 for the purposes of recognition orders coming into force not sooner than

December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI

2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVIII c. I s. 290(1)-(6): United Kingdom 

Law In Force

[ 290ZA.— Variation of central counterparty recognition order

(1) On an application made to it in accordance with Article 15 of the EMIR regulation, the Bank

of England may in accordance with Article 17 of that regulation vary a central counterparty

recognition order by specifying an additional service or activity or class of financial instruments.

(2) Where Article 20(5) of the EMIR regulation applies, the Bank of England may vary a central

counterparty recognition order by removing a service or activity or class of financial instruments

from those specified in the order.

(3) The Bank of England may at any time vary a central counterparty recognition order for the

purpose of correcting an error in, or omission from, the order.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and

Trade Repositories) Regulations 2013/504 Pt 2 reg.3(8) (April 1, 2013: insertion has effect subject to transitional

and savings provisions specified in SI 2013/504 Pt 9)

Extent

Pt XVIII c. I s. 290ZA(1)-(3): United Kingdom 

Financial Services and Markets Act 2000 Page 527
Law In Force

[ 290A Refusal of recognition on ground of excessive regulatory provision

(1) [ The appropriate regulator must ]

2

 not make a recognition order if it appears to [ it that ]

3

 an

existing or proposed regulatory provision of the applicant in connection with–

(a) the applicant's business as an investment exchange, [...]4

(b) the provision by the applicant of clearing services, [ or ]

5

[ (c) the provision by the applicant of services falling within section 285(2)(b) or (3)(b), ]

5

imposes or will impose an excessive requirement on the persons affected (directly or indirectly)

by it.

(2) The reference in section 290(1) (making of recognition order) to satisfying the applicable

recognition requirements shall be read accordingly.

(3) Expressions used in subsection (1) above that are defined for the purposes of section 300A

(power of [ appropriate regulator ]

6

 to disallow excessive regulatory provision) have the same

meaning as in that section.

(4) The provisions of section 300A(3) and (4) (determination whether regulatory provision excessive)

apply for the purposes of this section as for the purposes of section 300A.

(5) Section 298 has effect in relation to a decision under this section to refuse a recognition order–

(a) as it has effect in relation to a decision to revoke such an order, and

(b) as if references to a recognised body were references to the applicant.

[(6) This section does not apply to an application for recognition as an overseas investment exchange,

an overseas clearing house or a recognised central counterparty. ]

7

]

1

Notes

1 Added by Investment Exchanges and Clearing Houses Act 2006 c. 55 s.4 (December 20, 2006)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.7(2)(a) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.7(2)(b) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

4 Word repealed by Financial Services Act 2012 c. 21 Sch.8 para.7(2)(c) (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

5 Added by Financial Services Act 2012 c. 21 Sch.8 para.7(2)(d) (January 24, 2013 for the purpose of making rules;

April 1, 2013 otherwise)

6 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.7(3) (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

7

Substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(9) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Pt XVIII c. I s. 290A(1)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 528
Law In Force

291.— Liability in relation to recognised body's regulatory functions.

(1) A recognised body and its officers and staff are not to be liable in damages for anything done

or omitted in the discharge of the recognised body's regulatory functions unless it is shown that the

act or omission was in bad faith.

(2) But subsection (1) does not prevent an award of damages made in respect of an act or omission

on the ground that the act or omission was unlawful as a result of section 6 (1) of the Human Rights

Act 1998.

(3) “Regulatory functions” means the functions of the recognised body so far as relating to, or to

matters arising out of, the obligations to which the body is subject under or by virtue of this Act.

Commencement

Pt XVIII c. I s. 291(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVIII c. I s. 291(1)-(3): United Kingdom 

Law In Force

292.— Overseas investment exchanges and overseas clearing houses.

(1) An application under [section 287 or 288(1A) ]

1

 by an overseas applicant must contain the

address of a place in the United Kingdom for the service on the applicant of notices or other

documents required or authorised to be served on it under this Act.

(2) If it appears to [the appropriate regulator]

2

 that an overseas applicant satisfies the requirements

of subsection (3) it may make a recognition order declaring the applicant to be–

(a) a recognised investment exchange;

(b) a recognised clearing house [ which is not a central counterparty ]

3

 .

(3) The requirements are that–

(a) investors are afforded protection equivalent to that which they would be afforded if

the body concerned were required to comply with recognition requirements [ , other than

any such requirements which are expressed in regulations under section 286 not to apply

for the purposes of this paragraph ]

4

 ;

(b) there are adequate procedures for dealing with a person who is unable, or likely to

become unable, to meet his obligations in respect of one or more market contracts connected

with the investment exchange or clearing house;

(c) the applicant is able and willing to co-operate with [ the appropriate regulator ]

2

 by

the sharing of information and in other ways;

(d) adequate arrangements exist for co-operation between [ the appropriate regulator ]

2

and those responsible for the supervision of the applicant in the country or territory in which

the applicant's head office is situated.

(4) In considering whether it is satisfied as to the requirements mentioned in subsection (3)(a) and

(b), [ the appropriate regulator ]

2

 is to have regard to–

Financial Services and Markets Act 2000 Page 529
(a) the relevant law and practice of the country or territory in which the applicant's head

office is situated;

(b) the rules and practices of the applicant.

(5) In relation to an overseas applicant and a body or association declared to be a recognised

investment exchange or recognised clearing house by a recognition order made by virtue of

subsection (2)–

(a) the reference in section 313(2) to recognition requirements is to be read as a reference

to matters corresponding to the matters in respect of which provision is made in the

recognition requirements;

(b) sections 296(1) and 297(2) have effect as if the requirements mentioned in section

296(1)(a) and section 297(2)(a) were those of subsection (3)(a), (b), and (c) of this section;

(c) section 297(2) has effect as if the grounds on which a recognition order may be revoked

under that provision included the ground that in the opinion of [ the appropriate regulator ]

2

arrangements of the kind mentioned in subsection (3)(d) no longer exist.

[ (6) Where a recognised clearing house is authorised as an EEA central counterparty or recognised

as a third country central counterparty, any previous recognition order under section 290(1)(c) or

292(2)(b) shall cease to be valid. ]

5

Notes

1 Word substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(10)(a) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.8 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

3 Words inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(10)(b) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

4 Words inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) (Modification of

Powers) Regulations 2006/2975 reg.9 (December 6, 2006)

5 Added by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and

Trade Repositories) Regulations 2013/504 Pt 2 reg.3(10)(c) (April 1, 2013: insertion has effect subject to transitional

and savings provisions specified in SI 2013/504 Pt 9)

Commencement

Pt XVIII c. I s. 292(1): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Pt XVIII c. I s. 292(2)-(3)(d): September 3, 2001 for the purposes of recognition orders coming into force not sooner

than December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19;

SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Pt XVIII c. I s. 292(4)-(5)(c): September 3, 2001 for the purposes of recognition orders coming into force not sooner

than December 1, 2001, the commencement of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI

2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVIII c. I s. 292(1)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 530
[ Publication of information by recognised investment exchange ]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.5 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Law In Force

[ 292A.— Publication of information by recognised investment exchange

(1) A recognised investment exchange must as soon as practicable after a recognition order is made

in respect of it publish such particulars of the ownership of the exchange as the [ FCA ]

2

 may

reasonably require.

(2) The particulars published under subsection (1) must include particulars of the identity and scale

of interests of the persons who are in a position to exercise significant influence over the management

of the exchange, whether directly or indirectly.

(3) If an ownership transfer takes place in relation to a recognised investment exchange, the

exchange must as soon as practicable after becoming aware of the transfer publish such particulars

relating to the transfer as the [ FCA ]

2

 may reasonably require.

(4) “Ownership transfer”, in relation to an exchange, means a transfer of ownership which gives

rise to a change in the persons who are in a position to exercise significant influence over the

management of the exchange, whether directly or indirectly.

(5) A recognised investment exchange must publish such particulars of any decision it makes to

suspend or remove a financial instrument from trading on a regulated market operated by it as the

[ FCA ]

2

 may reasonably require.

(6) The [ FCA ]

2

 may determine the manner of publication under subsections (1), (3) and (5) and

the timing of publication under subsection (5).

(7) This section does not apply to an overseas investment exchange.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.5 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.9 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. I s. 292A(1)-(7): United Kingdom 

Financial Services and Markets Act 2000 Page 531
Supervision

Law In Force

293.— Notification requirements.

(1) The [ appropriate regulator ]

1

 may make rules requiring a recognised body to give it–

(a) notice of such events relating to the body as may be specified; and

(b) such information in respect of those events as may be specified.

(2) The rules may also require a recognised body to give the [ appropriate regulator ]

1

 , at such

times or in respect of such periods as may be specified, such information relating to the body as

may be specified.

(3) An obligation imposed by the rules extends only to a notice or information which the

[ appropriate regulator ]

1

 may reasonably require for the exercise of its functions under this Act.

(4) The rules may require information to be given in a specified form and to be verified in a specified

manner.

(5) If a recognised body–

(a) alters or revokes any of its rules or guidance, or

(b) makes new rules or issues new guidance,

it must give written notice to the [ appropriate regulator ]

1

 without delay.

(6) If a recognised investment exchange makes a change–

(a) in the arrangements it makes for the provision [ by another person ]

2

 of clearing

services in respect of transactions effected on the exchange, or

(b) in the criteria which it applies when determining to whom it will provide [services

falling within section 285(2)(b) ]

3

 ,

it must give written notice to [ the FCA and the Bank of England ]

4

 without delay.

(7) If a recognised clearing house makes a change–

(a) in the recognised investment exchanges for whom it provides clearing services [ or

services falling within section 285(3)(b) ]

5

 , or

(b) in the criteria which it applies when determining to whom (other than recognised

investment exchanges) it will provide clearing services [ or services falling within section

285(3)(b) ]

6

 ,

it must give written notice to [ the Bank of England and the FCA ]

7

 without delay.

(8) Subsections (5) to (7) do not apply to an overseas investment exchange or an overseas clearing

house.

(9) “Specified” means specified in [ the appropriate regulator's]

8

 rules .

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.10(2) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.8 para.10(3)(a) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.10(3)(b) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 532
4 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.10(3)(c) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

5 Words inserted by Financial Services Act 2012 c. 21 Sch.8 para.10(4)(a) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

6 Words inserted by Financial Services Act 2012 c. 21 Sch.8 para.10(4)(b) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.10(4)(c) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

8 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.10(5) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

Commencement

Pt XVIII c. I s. 293(1)-(9): June 18, 2001 for the purposes of making rules; December 1, 2001 otherwise (SI 2001/1820

art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVIII c. I s. 293(1)-(9): United Kingdom 

Law In Force

[ 293A Information: compliance with EU requirements

The appropriate regulator may require a recognised body to give the appropriate regulator such

information as the appropriate regulator reasonably requires in order to satisfy itself that the body

is complying with any qualifying EU provision that is specified, or of a description specified, for

the purposes of this section by the Treasury by order. ]

1

Notes

1

Substituted by Financial Services Act 2012 c. 21 Sch.8 para.11 (January 24, 2013 for the purposes of making

orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. I s. 293A: United Kingdom 

Law In Force

294.— Modification or waiver of rules.

(1) The [ appropriate regulator ]

1

 may, on the application or with the consent of a recognised body,

direct that rules made under section 293 or 295–

(a) are not to apply to the body; or

(b) are to apply to the body with such modifications as may be specified in the direction.

(2) An application must be made in such manner as the [ appropriate regulator ]

1

 may direct.

(3) Subsections (4) to (6) apply to a direction given under subsection (1).

(4) The [ appropriate regulator ]

1

 may not give a direction unless it is satisfied that–

Financial Services and Markets Act 2000 Page 533
(a) compliance by the recognised body with the rules, or with the rules as unmodified,

would be unduly burdensome or would not achieve the purpose for which the rules were

made; and

(b) the direction would not result in undue risk to persons whose interests the rules are

intended to protect.

(5) A direction may be given subject to conditions.

(6) The [ appropriate regulator ]

1

 may–

(a) revoke a direction; or

(b) vary it on the application, or with the consent, of the recognised body to which it relates.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.12 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Commencement

Pt XVIII c. I s. 294(1)-(6)(b): June 18, 2001 for the purposes of giving directions as mentioned in 2000 c.8 s.294(2);

September 3, 2001 otherwise (SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XVIII c. I s. 294(1)-(6)(b): United Kingdom 

Law In Force

295.— Notification: overseas investment exchanges and overseas clearing houses.

(1) At least once a year, every overseas investment exchange and overseas clearing house must

provide [ the appropriate regulator ]

1

 with a report.

(2) The report must contain a statement as to whether any events have occurred which are [ likely

to affect the appropriate regulator's assessment of whether it is satisfied as to the requirements set

out in section 292(3). ]

2

(a)-(b) [...]2

(3) The report must also contain such information as may be specified in rules made by [ the

appropriate regulator ]

3

 .

(4) [...]4

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.13(2) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.13(3) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.13(4) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

4 Repealed by Financial Services Act 2012 c. 21 Sch.8 para.13(5) (January 24, 2013 for the purpose of making rules;

April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 534
Commencement

Pt XVIII c. I s. 295(1)-(4): June 18, 2001 for the purposes of making rules; December 1, 2001 otherwise (SI 2001/1820

art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVIII c. I s. 295(1)-(4): United Kingdom 

Law In Force

296.— [ Appropriate regulator's]

1

 power to give directions.

(1) This section applies if it appears to [ the appropriate regulator ]

2

 that a recognised body–

(a) has failed, or is likely to fail, to satisfy the recognition requirements; or

(b) has failed to comply with any other obligation imposed on it by or under this Act.

[ (1A) This section also applies [ if it appears to the appropriate regulator that a recognised body ]

4

has failed, or is likely to fail, to comply with any obligation imposed on it by any [ directly applicable

EU regulation specified (or of a description specified) in an order made by the Treasury ]

5

 . ]

3

(2) [ The regulator concerned ]

6

 may direct the body to take specified steps for the purpose of

securing the body's compliance with–

(a) the recognition requirements; or

(b) any obligation of the kind in question.

[ (2A) In the case of [ a recognised body other than an overseas investment exchange or overseas

clearing house ]

8

 , those steps may include—

(a) the granting to [ the regulator concerned ]

9

 of access to the premises of [ the body ]

10

for the purpose of inspecting—

(i) those premises; or

(ii) any documents on the premises which appear to [ the regulator concerned ]

9

to be relevant for the purpose mentioned in subsection (2);

(b) the suspension of the carrying on of any regulated activity by [ the body ]

11 for the

period specified in the direction.

]

7

(3) A direction under this section is enforceable, on the application of [ the regulator concerned ]

12

, by an injunction or, in Scotland, by an order for specific performance under section 45 of the

Court of Session Act 1988.

(4) The fact that a rule made by a recognised body has been altered in response to a direction given

by [ an appropriate regulator ]

13 does not prevent it from being subsequently altered or revoked

by the recognised body.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.14(8) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.14(2) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

3 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.7(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Financial Services and Markets Act 2000 Page 535
4 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.14(3)(a) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.14(3)(b) (January 24, 2013 for the purposes

of making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.14(4) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

7 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.7(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

8 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.14(5)(a) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.14(5)(b)(i) (January 24, 2013 for the purposes

of making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.14(5)(b)(ii) (January 24, 2013 for the purposes

of making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

11 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.14(5)(c) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

12 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.14(6) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

13 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.14(7) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

Commencement

Pt XVIII c. I s. 296(1)-(4): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVIII c. I s. 296(1)-(4): United Kingdom 

Law In Force

[ 296A Additional power to direct [ recognised central counterparties]

2

(1) The Bank of England may direct a [ recognised central counterparty ]

3

 to take, or refrain from

taking, specified action if the Bank is satisfied that it is necessary to give the direction, having

regard to the public interest in—

(a) protecting and enhancing the stability of the UK financial system,

(b) maintaining public confidence in the stability of the UK financial system,

(c) maintaining the continuity of the [...]4 clearing services provided by the [ recognised

central counterparty ]

5

 , and

(d) maintaining and enhancing the financial resilience of the [ recognised central

counterparty ]

5

 .

(2) The direction may, in particular—

(a) specify the time for compliance with the direction,

(b) require the rules of the [ recognised central counterparty ]

5

 to be amended, and

(c) override such rules (whether generally or in their application to a particular case).

(3) The direction may not require the [ recognised central counterparty ]

5

 —

(a) to take any steps for the purpose of securing its compliance with—

(i) the recognition requirements, or

(ii) any obligation of a kind mentioned in section 296(1)(b) or (1A), or

Financial Services and Markets Act 2000 Page 536
(b) to accept a transfer of property, rights or liabilities of another [ recognised central

counterparty ]

5

 .

(4) If the direction is given in reliance on section 298(7) the Bank must, within a reasonable time

of giving the direction, give the [ recognised central counterparty ]

5

 a statement of its reasons—

(a) for giving the direction, and

(b) for relying on section 298(7).

(5) The direction is enforceable, on the application of the Bank, by an injunction or, in Scotland,

by an order for specific performance under section 45 of the Court of Session Act 1988.

(6) The Bank may revoke a direction given under this section.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.31 (April 1, 2013)

2 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(11)(a) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

3 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(11)(b)(i) (April 1, 2013: substitution has effect subject

to transitional and savings provisions specified in SI 2013/504 Pt 9)

4 Words repealed by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(11)(b)(ii) (April 1, 2013: repeal has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

5 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(11)(c) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Pt XVIII c. I s. 296A(1)-(6): United Kingdom 

Law In Force

297.— Revoking recognition.

(1) A recognition order [ in respect of a recognised investment exchange or in respect of a

recognised clearing house which is not a recognised central counterparty ]

1

 may be revoked by an

order made by [ the appropriate regulator ]

2

 at the request, or with the consent, of the recognised

body concerned.

[ (1A) A central counterparty recognition order may be revoked by an order made by the Bank of

England in accordance with Article 20 of the EMIR regulation. ]

3

(2) If it appears to [ the appropriate regulator ]

2

 that a recognised body [ which is not a recognised

central counterparty ]

4

 –

(a) is failing, or has failed, to satisfy the recognition requirements, or

(b) is failing, or has failed, to comply with any other obligation imposed on it by or under

this Act,

it may make an order revoking the recognition order for that body even though the body does not

wish the order to be made.

Financial Services and Markets Act 2000 Page 537
[ (2A) If it appears to [ the appropriate regulator ]

6

 that a recognised body [ which is not a

recognised central counterparty ]

7

[...]8 —

(a) has not carried on the business of an investment exchange [ or (as the case may be)

of a clearing house ]

9

 during the period of twelve months beginning with the day on which

the recognition order took effect in relation to it,

(b) has not carried on the business of an investment exchange [ or (as the case may be)

of a clearing house ]

9

 at any time during the period of six months ending with the relevant

day, or

(c) has failed, or is likely to fail, to comply with any obligation imposed on it by a [ directly

applicable EU regulation specified (or of a description specified) in an order made by the

Treasury ]

10

 ,

it may make an order revoking the recognition order for that body even though the body does not

wish the order to be made.

(2B) The “relevant day”, for the purposes of paragraph (b) of subsection (2A), is the day on which

the power to make an order under that subsection is exercised.

(2C) Subsection (2A) does not apply to an overseas investment exchange [ or overseas clearing

house ]

11

 . ]

5

(3) An order under this section (“a revocation order”) must specify the date on which it is to take

effect.

(4) In the case of a revocation order made under subsection (2) [ or (2A) ]

12 , the specified date

must not be earlier than the end of the period of three months beginning with the day on which the

order is made.

(5) A revocation order may contain such transitional provisions as [ the appropriate regulator ]

13

thinks necessary or expedient.

[ (6) Where [ the appropriate regulator ]

13 makes an order revoking the recognition order for a

body that is a recognised investment exchange, it must notify ESMA. ]

14

Notes

1 Words inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(12)(a) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.15(2) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

3 Added by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and

Trade Repositories) Regulations 2013/504 Pt 2 reg.3(12)(b) (April 1, 2013: insertion has effect subject to transitional

and savings provisions specified in SI 2013/504 Pt 9)

4 Words inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(12)(c) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

5 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.8(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.15(3)(a)(i) (January 24, 2013 for the purposes

of making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

7 Words inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(12)(d) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Financial Services and Markets Act 2000 Page 538
8 Words repealed by Financial Services Act 2012 c. 21 Sch.8 para.15(3)(a)(ii) (January 24, 2013 for the purposes

of making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

9 Words inserted by Financial Services Act 2012 c. 21 Sch.8 para.15(3)(b) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.15(3)(c) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

11 Words inserted by Financial Services Act 2012 c. 21 Sch.8 para.15(4) (January 24, 2013 for the purposes of making

orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

12 Words inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.2 para.8(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

13 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.15(5) (January 24, 2013 for the purposes of

making orders or regulations; January 24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

14 Added by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(10) (April 16, 2012)

Commencement

Pt XVIII c. I s. 297(1)-(5): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XVIII c. I s. 297(1)-(6): United Kingdom 

Law In Force

298.— Directions and revocation: procedure.

(1) Before giving a direction under section 296 [ or 296A ]

1

, or making a revocation order under

[section 297(2) or (2A) ]

2

 , [ the appropriate regulator ]

3

 must–

(a) give written notice of its intention to do so to the recognised body concerned [ . ]

4

(b)-(c) [...]4

(2) A notice under subsection (1) must–

(a) state why [ the appropriate regulator ]

3

 intends to give the direction or make the order;

and

(b) draw attention to the right to make representations conferred by subsection (3).

(3) Before the end of the period for making representations–

(a) the recognised body,

(b)-(c) [...]5

may make representations to [ the appropriate regulator ]

3

 .

[ (4) The period for making representations is such period as is specified in the notice (which may,

in any particular case, be extended by the appropriate regulator). ]

6

(5) In deciding whether to–

(a) give a direction, or

(b) make a revocation order,

[ the appropriate regulator ]

3

 must have regard to any representations made in accordance with

subsection (3).

(6) When [ the appropriate regulator ]

3

 has decided whether to give a direction under section 296 [

or 296A ]

1

 or to make the proposed revocation order, it must–

Financial Services and Markets Act 2000 Page 539
(a) give the recognised body written notice of its decision [ . ]

7

(b) [...]7

(7) If [ the appropriate regulator ]

3

[ reasonably considers it necessary ]

8

 to do so, it may give a

direction under section 296 [ or 296A ]

1

–

(a) without following the procedure set out in this section; or

(b) if [ the appropriate regulator ]

3

 has begun to follow that procedure, regardless of

whether the period for making representations has expired.

(8) If [ the appropriate regulator ]

3

 has, in relation to a particular matter, followed the procedure

set out in subsections (1) to (5), it need not follow it again if, in relation to that matter, it decides

to take action other than that specified in its notice under subsection (1).

Notes

1 Words inserted by Financial Services Act 2012 c. 21 Sch.8 para.16(a) (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

2 Words inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.2 para.9 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.16(b) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

4 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.32(2) (April 1, 2013)

5 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.32(3) (April 1, 2013)

6

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.32(4) (April 1, 2013)

7 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.32(5) (April 1, 2013)

8 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.32(6) (April 1, 2013)

Commencement

Pt XVIII c. I s. 298(1)-(8): September 3, 2001 for the purposes of revocation orders under 2000 c.8 s.297; December

1, 2001 otherwise (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XVIII c. I s. 298(1)-(8): United Kingdom 

Law In Force

299.— Complaints about recognised bodies.

(1) The [ appropriate regulator ]

1

 must make arrangements for the investigation of any relevant

complaint about a recognised body.

(2) “Relevant complaint” means a complaint which the [ appropriate regulator ]

1

 considers is

relevant to the question of whether the body concerned should remain a recognised body .

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.17 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Commencement

Pt XVIII c. I s. 299(1)-(2): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Financial Services and Markets Act 2000 Page 540
Extent

Pt XVIII c. I s. 299(1)-(2): United Kingdom 

Law In Force

300.— Extension of functions of Tribunal.

(1) If the Treasury are satisfied that the condition mentioned in subsection (2) is satisfied, they may

by order confer functions on the Tribunal with respect to disciplinary proceedings–

(a) of one or more investment exchanges in relation to which a recognition order under

section 290 is in force or of such investment exchanges generally, or

(b) of one or more clearing houses in relation to which a recognition order under that section

is in force or of such clearing houses generally.

(2) The condition is that it is desirable to exercise the power conferred under subsection (1) with

a view to ensuring that–

(a) decisions taken in disciplinary proceedings with respect to which functions are to be

conferred on the Tribunal are consistent with–

(i) decisions of the Tribunal in cases arising under Part VIII; and

(ii) decisions taken in other disciplinary proceedings with respect to which the

Tribunal has functions as a result of an order under this section; or

(b) the disciplinary proceedings are in accordance with the Convention rights.

(3) An order under this section may modify or exclude any provision made by or under this Act

with respect to proceedings before the Tribunal.

(4) “Disciplinary proceedings” means proceedings under the rules of an investment exchange or

clearing house in relation to market abuse by persons subject to the rules.

(5) “The Convention rights”has the meaning given in section 1 of the Human Rights Act 1998.

Commencement

Pt XVIII c. I s. 300(1)-(5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVIII c. I s. 300(1)-(5): United Kingdom 

[ Power to disallow excessive regulatory provision ]

1

Notes

1 Added by Investment Exchanges and Clearing Houses Act 2006 c. 55 s.1 (December 20, 2006)

Law In Force

[ 300A Power of [ appropriate regulator ]

2

 to disallow excessive regulatory provision

(1) This section applies where a recognised body proposes to make any regulatory provision in

connection [ with— ]

3

Financial Services and Markets Act 2000 Page 541
[ (a) its business as an investment exchange,

(b) the provision by it of clearing services, or

(c) the provision by it of services falling within section 285(2)(b) or (3)(b). ]

3

(2) If it appears to the [ appropriate regulator ]

2

 –

(a) that the proposed provision will impose a requirement on persons affected (directly or

indirectly) by it, and

(b) that the requirement is excessive,

the [ appropriate regulator ]

2

 may direct that the proposed provision must not be made.

(3) A requirement is excessive if–

(a) it is not required under [ EU ]

4

 law or any enactment or rule of law in the United

Kingdom, and

(b) either–

(i) it is not justified as pursuing a reasonable regulatory objective, or

(ii) it is disproportionate to the end to be achieved.

(4) In considering whether a requirement is excessive the [ appropriate regulator ]

2

 must have

regard to all the relevant circumstances, including–

(a) the effect of existing legal and other requirements,

(b) the global character of financial services and markets and the international mobility of

activity,

(c) the desirability of facilitating innovation, and

(d) the impact of the proposed provision on market confidence.

(5) In this section “requirement”includes any obligation or burden.

(6) Any provision made in contravention of a direction under this section is of no effect.

]

1

Notes

1 Added by Investment Exchanges and Clearing Houses Act 2006 c. 55 s.1 (December 20, 2006)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.18(b) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

3 Word and s.300A(1)(a)-(c) substituted for words by Financial Services Act 2012 c. 21 Sch.8 para.18(a) (January

24, 2013 for the purpose of making rules; April 1, 2013 otherwise)

4 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(2)(a) (April 22, 2011)

Extent

Pt XVIII c. I s. 300A(1)-(6): United Kingdom 

Law In Force

[ 300B Duty to notify proposal to make regulatory provision

(1) A recognised body that proposes to make any regulatory provision must give written notice of

the proposal to the [ appropriate regulator ]

2

 without delay.

(2) The [ appropriate regulator ]

2

 may by rules under section 293 (notification requirements)–

(a) specify descriptions of regulatory provision in relation to which, or circumstances in

which, the duty in subsection (1) above does not apply, or

Financial Services and Markets Act 2000 Page 542
(b) provide that the duty applies only to specified descriptions of regulatory provision or

in specified circumstances.

(3) The [ appropriate regulator ]

2

 may also by rules under that section–

(a) make provision as to the form and contents of the notice required, and

(b) require the body to provide such information relating to the proposal as may be specified

in the rules or as the [ appropriate regulator ]

2

 may reasonably require.

]

1

Notes

1 Added by Investment Exchanges and Clearing Houses Act 2006 c. 55 s.2 (December 20, 2006)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.19 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. I s. 300B(1)-(3)(b): United Kingdom 

Law In Force

[ 300C Restriction on making provision before [ appropriate regulator ]

2

 decides whether

to act

(1) Where notice of a proposal to make regulatory provision is required to be given to the

[ appropriate regulator ]

2

 under section 300B, the provision must not be made–

(a) before that notice is given, or

(b) subject to the following provisions of this section, before the end of the initial period.

(2) The initial period is–

(a) the period of 30 days beginning with the day on which the [ appropriate regulator ]

2

receives notice of the proposal, or

(b) if any consultation period announced by the body in relation to the proposal ends after

that 30-day period, the end of the consultation period.

(3) If before the end of the initial period the [ appropriate regulator ]

2

 notifies the body that it is

calling in the proposal, the provisions of section 300D (consideration by [ appropriate regulator ]

2

whether to disallow proposed provision) apply as to when the provision may be made.

(4) If–

(a) before the end of the initial period the [ appropriate regulator ]

2

 notifies the body that

it is not calling in the proposal, or

(b) the initial period ends without the [ appropriate regulator ]

2

 having notified the body

that it is calling in the proposal,

the body may then make the proposed provision.

(5) Any provision made in contravention of this section is of no effect.

]

1

Notes

1 Added by Investment Exchanges and Clearing Houses Act 2006 c. 55 s.2 (December 20, 2006)

Financial Services and Markets Act 2000 Page 543
2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.20 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. I s. 300C(1)-(5): United Kingdom 

Law In Force

[ 300D Consideration by [ appropriate regulator ]

2

 whether to disallow proposed provision

(1) This section applies where the [ appropriate regulator ]

3

 notifies a recognised body that it is

calling in a proposal to make regulatory provision.

(2) The [ appropriate regulator ]

3

 must publish a notice–

(a) giving details of the proposed provision,

(b) stating that it has called in the proposal in order to consider whether to disallow it, and

(c) specifying a period during which representations with respect to that question may be

made to it.

(3) The [ appropriate regulator ]

3

 may extend the period for making representations.

(4) The [ appropriate regulator ]

3

 must notify the body of its decision whether to disallow the

provision not later than 30 days after the end of the period for making representations, and must

publish the decision and the reasons for it.

(5) The body must not make the provision unless and until–

(a) the [ appropriate regulator ]

3

 notifies it of its decision not to disallow it, or

(b) the 30-day period specified in subsection (4) ends without the [ appropriate regulator ]

3

having notified any decision.

(6) If [ the appropriate regulator ]

4

 notifies the body of its decision to disallow the provision and

that decision is questioned in legal proceedings–

(a) the body must not make the provision until those proceedings, and any proceedings on

appeal, are finally determined,

(b) if [ the appropriate regulator's]

5

 decision is quashed and the matter is remitted to it

for reconsideration, the court may give directions as to the period within which [the regulator

concerned ]

6

 is to complete its reconsideration, and

(c) the body must not make the provision until–

(i) [ the appropriate regulator ]

7

 notifies it of its decision on reconsideration not to

disallow the provision, or

(ii) the period specified by the court ends without [ the appropriate regulator ]

7

having notified any decision.

(7) Any provision made in contravention of subsection (5) or (6) is of no effect.

]

1

Notes

1 Added by Investment Exchanges and Clearing Houses Act 2006 c. 55 s.2 (December 20, 2006)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.21(4) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 544
3 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.21(2) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.21(3)(a) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.21(3)(b)(i) (January 24, 2013 for the purpose

of making rules; April 1, 2013 otherwise)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.21(3)(b)(ii) (January 24, 2013 for the purpose

of making rules; April 1, 2013 otherwise)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.21(3)(c) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. I s. 300D(1)-(7): United Kingdom 

Law In Force

[ 300E Power to disallow excessive regulatory provision: supplementary

(1) In sections 300A to 300D–

(a) “regulatory provision” means any rule, guidance, arrangements, policy or practice, and

(b) references to making provision shall be read accordingly as including, as the case may

require, issuing guidance, entering into arrangements or adopting a policy or practice.

(2) For the purposes of those sections a variation of a proposal is treated as a new proposal.

(3) Those sections do not apply to an overseas investment exchange [ , overseas clearing house

or recognised central counterparty ]

2

 .

]

1

Notes

1 Added by Investment Exchanges and Clearing Houses Act 2006 c. 55 s.2 (December 20, 2006)

2 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(13) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Pt XVIII c. I s. 300E(1)-(3): United Kingdom 

Other matters

Law In Force

301.— Supervision of certain contracts.

(1) The Secretary of State and the Treasury, acting jointly, may by regulations provide for–

(a) Part VII of the Companies Act 1989 (financial markets and insolvency), and

(b) Part V of the Companies (No. 2)(Northern Ireland) Order 1990,

to apply to relevant contracts as it applies to contracts connected with a recognised body.

Financial Services and Markets Act 2000 Page 545
(2) “Relevant contracts” means contracts of a prescribed description in relation to which settlement

arrangements are provided by a person for the time being included in a list (“the list”) maintained

by [ the Bank of England ]

1

 for the purposes of this section .

(3) Regulations may be made under this section only if the Secretary of State and the Treasury are

satisfied, having regard to the extent to which the relevant contracts concerned are contracts of a

kind dealt in by persons supervised by [ the FCA or the Bank of England ]

2

 , that it is appropriate

for the arrangements mentioned in subsection (2) to be supervised by [ the Bank ]

3

 .

(4) The approval of the Treasury is required for–

(a) the conditions set by the [Bank of England ]

4

 for admission to the list; and

(b) the arrangements for admission to, and removal from, the list.

(5) If the Treasury withdraw an approval given by them under subsection (4), all regulations made

under this section and then in force are to be treated as suspended.

(6) But if–

(a) the [Bank of England ]

4

 changes the conditions or arrangements (or both), and

(b) the Treasury give a fresh approval under subsection (4),

the suspension of the regulations ends on such date as the Treasury may, in giving the fresh approval,

specify.

(7) The [Bank of England ]

4

 must–

(a) publish the list as for the time being in force; and

(b) provide a certified copy of it to any person who wishes to refer to it in legal proceedings.

(8) A certified copy of the list is evidence (or in Scotland sufficient evidence) of the contents of

the list.

(9) A copy of the list which purports to be certified by or on behalf of the [Bank of England ]

4

is to be taken to have been duly certified unless the contrary is shown.

(10) Regulations under this section may, in relation to a person included in the list–

(a) apply (with such exceptions, additions and modifications as appear to the Secretary of

State and the Treasury to be necessary or expedient) such provisions of, or made under, this

Act as they consider appropriate;

(b) provide for the provisions of Part VII of the Companies Act 1989 and Part V of the

Companies (No. 2)(Northern Ireland) Order 1990 to apply (with such exceptions, additions

or modifications as appear to the Secretary of State and the Treasury to be necessary or

expedient).

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.22(2) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.22(3)(a) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.22(3)(b) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.22(4) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 546
Commencement

Pt XVIII c. I s. 301(1)-(10)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XVIII c. I s. 301(1)-(10)(b): United Kingdom 

[ CHAPTER 1A

CONTROL OVER RECOGNISED INVESTMENT EXCHANGE ]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.10 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

[ [Notices of acquisitions of control over recognised investment exchanges]

2

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.10 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Law In Force

[ 301A.— Obligation to notify [ the FCA ]

2

 : acquisitions of control

(1) A person who decides to acquire or increase control over a recognised investment exchange

must give [ the FCA ]

2

 notice in writing before making the acquisition.

(2) A person who acquires or increases control over a recognised investment exchange in

circumstances where notice is not required under subsection (1) must give [ the FCA ]

2

 notice in

writing before the end of 14 days beginning with—

(a) the day the person acquired or increased the control; or

(b) if later, the day on which the person first became aware that the control had been acquired

or increased.

(3) For the purposes of calculations relating to this section, the holding of shares or voting power

by a person (“A1”) includes any shares or voting power held by another (“A2”) if A1 and A2 are

acting in concert.

(4) A notice given under this section is a “section 301A notice” and a person giving notice is a

“section 301A notice-giver”.

[ (5) Nothing in this Chapter applies to an overseas investment exchange. ]

3

]

1

Financial Services and Markets Act 2000 Page 547
Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.23 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

3 Added by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and

Trade Repositories) (No. 2) Regulations 2013/1908 reg.5(2) (August 26, 2013)

Extent

Pt XVIII c. IA s. 301A(1)-(6): United Kingdom 

Law In Force

[ 301B.— Requirements for section 301A notices

(1) A section 301A notice must be in such form, include such information and be accompanied

by such documents as the [ FCA ]

2

 may reasonably require.

(2) The [ FCA ]

2

 must publish a list of its requirements as to the form, information and

accompanying documents for a section 301A notice.

(3) The [ FCA ]

2

 may impose different requirements for different cases and may vary or waive

requirements in particular cases.

]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.24 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. IA s. 301B(1)-(3): United Kingdom 

Law In Force

[ 301C.— Acknowledgment of receipt

(1) The [ FCA ]

2

 must acknowledge receipt of a section 301A notice in writing before the end of

the second working day following receipt.

(2) If the [ FCA ]

2

 receives an incomplete section 301A notice it must inform the section 301A

notice-giver as soon as reasonably practicable.

]

1

Financial Services and Markets Act 2000 Page 548
Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.25 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. IA s. 301C(1)-(2): United Kingdom 

[ Acquiring and increasing control ]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.10 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Law In Force

[ 301B.— 

[ Existing Part 18 Chapter 1A is not repealed but has been substituted for a new Part 18 Chapter

1A consisting of ss 301A-301M ]

2

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.10 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Extent

Pt XVIII c. IA s. 301B(1)-(7)(b): United Kingdom 

[ [ Acquiring and increasing control ]

2

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.10 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Financial Services and Markets Act 2000 Page 549
Law In Force

[ 301C.— 

[ Existing Part 18 Chapter 1A is not repealed but has been substituted for a new Part 18 Chapter

1A consisting of ss 301A-301M ]

2

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.10 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Extent

Pt XVIII c. IA s. 301C(1)-(8): United Kingdom 

Law In Force

[ 301D.— Acquiring and increasing control

(1) For the purposes of this Chapter, a person (“A”) acquires control over a recognised investment

exchange (“B”) if any of the cases in subsection (2) begin to apply.

(2) The cases are where A holds—

(a) 20% or more of the shares in B or in a parent undertaking of B (“P”);

(b) 20% or more of the voting power in B or P; or

(c) shares or voting power in B or P as a result of which A is able to exercise significant

influence over the management of B.

(3) For the purposes of this Chapter, a person (“A”) increases control over a recognised investment

exchange (“B”) whenever—

(a) the percentage of shares which A holds in B or in a parent undertaking of B (“P”)

increases from less than 50% to 50% or more;

(b) the percentage of voting power A holds in B or P increases from less than 50% to 50%

or more; or

(c) A becomes a parent undertaking of B.

]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Extent

Pt XVIII c. IA s. 301D(1)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 550
Law In Force

[ 301E.— Disregarded holdings

(1) For the purpose of section 301D, shares and voting power that a person holds in a recognised

investment exchange (“B”) or in a parent undertaking of B (“P”) are disregarded in the following

circumstances.

(2) Shares held only for the purposes of clearing and settling within a short settlement cycle are

disregarded.

(3) Shares held by a custodian or its nominee in a custodian capacity are disregarded, provided that

the custodian or nominee is only able to exercise voting power represented by the shares in

accordance with instructions given in writing.

(4) Shares representing no more than 5% of the total voting power in B or P held by an investment

firm are disregarded, provided that it—

(a) holds the shares in the capacity of a market maker (as defined in article 4.1(8) of the

markets in financial instruments directive);

(b) is authorised by its home state regulator under the markets in financial instruments

directive; and

(c) neither intervenes in the management of B or P nor exerts any influence on B or P to

buy the shares or back the share price.

(5) Shares held by a credit institution or investment firm in its trading book are disregarded, provided

that—

(a) the shares represent no more than 5% of the total voting power in B or P; and

(b) the credit institution or investment firm ensures that the voting power is not exercised

nor otherwise used to intervene in the management of B or P.

(6) Shares held by a credit institution or an investment firm are disregarded, provided that—

(a) the shares are held as a result of performing the investment services and activities of—

(i) underwriting a share issue; or

(ii) placing shares on a firm commitment basis in accordance with Annex I, section

A.6 of the markets in financial instruments directive; and

(b) the credit institution or investment firm—

(i) does not exercise voting power represented by the shares or otherwise intervene

in the management of the issuer; and

(ii) retains the holding for a period of less than one year.

(7) Where a management company (as defined in [ Article 2.1(b) ]

2

 of the UCITS directive) and

its parent undertaking both hold shares or voting power, each may disregard holdings of the other,

provided that each exercises its voting power independently of the other.

(8) But subsection (7) does not apply if the management company—

(a) manages holdings for its parent undertaking or an undertaking in respect of which the

parent undertaking is a controller;

(b) has no discretion as to the exercise of the voting power attached to such holdings; and

(c) may only exercise the voting power in relation to such holdings under direct or indirect

instruction from—

(i) the parent undertaking; or

(ii) an undertaking in respect of which of the parent undertaking is a controller.

Financial Services and Markets Act 2000 Page 551
(9) Where an investment firm and its parent undertaking both hold shares or voting power, the

parent undertaking may disregard holdings managed by the investment firm on a client by client

basis and the investment firm may disregard holdings of the parent undertaking, provided that the

investment firm—

(a) has permission to provide portfolio management;

(b) exercises its voting power independently from the parent undertaking; and

(c) may only exercise the voting power under instructions given in writing, or has appropriate

mechanisms in place for ensuring that individual portfolio management services are

conducted independently of any other services.

]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

2 Words substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613

Pt 2 reg.2(27) (July 1, 2011)

Extent

Pt XVIII c. IA s. 301E(1)-(9)(c): United Kingdom 

[ Improperly acquired shares]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.10 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Law In Force

[ 301E.— 

[ Existing Part 18 Chapter 1A is not repealed but has been substituted for a new Part 18 Chapter

1A consisting of ss 301A-301M ]

2

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.10 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Extent

Pt XVIII c. IA s. 301E(1)-(9): United Kingdom 

Financial Services and Markets Act 2000 Page 552
[ [ Assessment procedure ]

2

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.10 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Law In Force

[ 301F.— Assessment: general

(1) Where the [ FCA ]

2

 receives a section 301A notice, it must—

(a) determine whether to approve the acquisition to which it relates; or

(b) propose to object to the acquisition.

(2) In making its determination the [ FCA ]

2

 must—

(a) consider the suitability of the section 301A notice-giver and the financial soundness of

the acquisition in order to ensure the sound and prudent management of the recognised

investment exchange in question; and

(b) have regard to the likely influence that the section 301A notice-giver will have on the

recognised investment exchange.

(3) The [ FCA ]

2

 may only object to an acquisition if it is not satisfied that the approval requirement

is met.

(4) The approval requirement is that the acquisition in question by the notice-giver does not pose

a threat to the sound and prudent management of any financial market operated by the recognised

investment exchange.

]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.26 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. IA s. 301F(1)-(10): United Kingdom 

Law In Force

[ 301G.— Assessment: Procedure

(1) The [ FCA ]

2

 must act under section 301F within a period three months from the date the

[ FCA ]

2

 receives the completed section 301A notice (“the assessment period”).

(2) The [ FCA ]

2

 must inform the section 301A notice-giver in writing of—

Financial Services and Markets Act 2000 Page 553
(a) the duration of the assessment period; and

(b) its expiry date.

(3) The [ FCA ]

2

 must, within two working days of acting under section 301F (and in any event

no later than the expiry date of the assessment period)—

(a) notify the section 301A notice-giver that it has determined to approve the acquisition;

or

(b) in the case of a proposed objection to an acquisition, give a warning notice.

(4) The [ FCA ]

2

 is treated as having approved the acquisition if, at the expiry of the assessment

period, it has neither—

(a) given notice under subsection (3); nor

(b) informed the section 301A notice-giver that the notice is incomplete.

(5) If the [ FCA ]

2

 decides to object to an acquisition it must give the section 301A notice-giver

a decision notice.

(6) Following receipt of a decision notice under this section, the section 301A notice-giver may

refer [ the FCA's]

3

 decision to the Tribunal.

]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.27(2) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.27(3) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. IA s. 301G(1)-(6): United Kingdom 

Law In Force

[ 301H.— Duration of approval

(1) Approval of an acquisition is effective for such period as [ the FCA ]

2

 may specify in writing.

(2) Where [ the FCA ]

2

 has specified a period under subsection (1), it may extend the period.

(3) Where [ the FCA ]

2

 has not specified a period, the approval is effective for one year beginning

with the date—

(a) of the notice given under section 301G(3)(a);

(b) on which [ the FCA ]

2

 is treated as having given approval under section 301G(5); or

(c) of a decision on a reference to the Tribunal which results in the person receiving approval.

]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Financial Services and Markets Act 2000 Page 554
2 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.28 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. IA s. 301H(1)-(3)(c): United Kingdom 

[ [ Enforcement procedures]

2

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.10 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Law In Force

[ 301G. 

[ Existing Part 18 Chapter 1A is not repealed but has been substituted for a new Part 18 Chapter

1A consisting of ss 301A-301M ]

2

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.10 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Extent

Pt XVIII c. IA s. 301G definition of "associate"- definition of "notice of control": United Kingdom 

Law In Force

[ 301I.— Objections by the [ FCA ]

2

(1) The [ FCA ]

2

 may object to a person's control over a recognised investment exchange in any

of the circumstances specified in subsection (2).

(2) The circumstances are that the [ FCA ]

2

 reasonably believes that—

(a) the person acquired or increased control without giving notice under section 301A in

circumstances where notice was required; and

(b) there are grounds for objecting to control on the basis of the approval requirement in

section 301F(4).

(3) If the [ FCA ]

2

 proposes to object to a person's control over a recognised investment exchange,

it must give that person a warning notice.

Financial Services and Markets Act 2000 Page 555
(4) If the [ FCA ]

2

 decides to object to a person's control over a UK authorised person, it must

give that person a decision notice.

(5) A person to whom the [ FCA ]

2

 gives a decision notice under this section may refer the matter

to the Tribunal.

]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.29 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. IA s. 301I(1)-(5): United Kingdom 

Law In Force

[ 301J.— Restriction notices

(1) The [ FCA ]

2

 may give notice in writing (a “restriction notice”) to a person in the following

circumstances.

(2) The circumstances are that—

(a) the person has control over a recognised investment exchange by virtue of holding

shares or voting power; and

(b) in relation to the shares or voting power, the [ FCA ]

2

 has given the person a warning

notice or a decision notice under section 301G or 301I or a final notice which confirms a

decision notice given under section 301G or 301I.

(3) In a restriction notice, the [ FCA ]

2

 may direct that shares or voting power to which the notice

relates are, until further notice, subject to one or more of the following restrictions—

(a) except by court order, an agreement to transfer or a transfer of any such shares or voting

power or, in the case of unissued shares, any agreement to transfer or transfer of the right

to be issued with them, is void;

(b) no voting power is to be exercisable;

(c) no further shares are to be issued in pursuance of any right of the holder of any such

shares or voting power or in pursuance of any offer made to their holder;

(d) except in a liquidation, no payment is to be made of any sums due from the body

corporate on any such shares, whether in respect of capital or otherwise.

(4) A restriction notice takes effect—

(a) immediately; or

(b) on such date as may be specified in the notice.

(5) A restriction notice does not extinguish rights which would be enjoyable but for the notice.

(6) A copy of the restriction notice must be served on—

(a) the recognised investment exchange in question; and

Financial Services and Markets Act 2000 Page 556
(b) in the case of shares or voting power held in a parent undertaking of a recognised

investment exchange, the parent undertaking.

(7) A person to whom the [ FCA ]

2

 gives a restriction notice may refer the matter to the Tribunal.

]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.30 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. IA s. 301J(1)-(7): United Kingdom 

Law In Force

[ 301K.— Orders for sale of shares

(1) The court may, on the application of [ the FCA ]

2

 , order the sale of shares or the disposition

of voting power in the following circumstances.

(2) The circumstances are that—

(a) a person has control over a recognised investment exchange by virtue of holding the

shares or voting power; and

(b) the acquisition or continued holding of the shares or voting power by that person is in

contravention of a final notice which confirms a decision notice given under section 301G

or section 301I.

(3) Where the court orders the sale of shares or disposition of voting power it may—

(a) if a restriction notice has been given in relation to the shares or voting power, order that

the restrictions cease to apply; and

(b) make any further order.

(4) Where the court makes an order under this section, it must take into account the level of holding

that the person would have been entitled to acquire, or to continue to hold, without contravening

the final notice.

(5) If shares are sold or voting power disposed of in pursuance of an order under this section, any

proceeds, less the costs of the sale or disposition, must be paid into court for the benefit of the

persons beneficially interested in them; and any such person may apply to the court for payment

of a whole or part of the proceeds.

(6) The jurisdiction conferred by this section may be exercised by the High Court and the Court of

Session.

]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Financial Services and Markets Act 2000 Page 557
2 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.31 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. IA s. 301K(1)-(6): United Kingdom 

[ Offences]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Law In Force

[ 301L.— Offences under this Chapter

(1) A person who fails to comply with an obligation to notify [ the FCA ]

2

 under section 301A(1)

or (2) is guilty of an offence.

(2) A person who gives notice to [ the FCA ]

2

 under section 301A(1) and makes the acquisition

to which the notice relates before the expiry date of the assessment period is guilty of an offence

unless [ the FCA ]

2

 has approved the acquisition.

(3) A person who makes an acquisition in contravention of a warning notice or a decision notice

given under section 301G or a final notice which confirms a decision notice under that section is

guilty of an offence.

(4) A person who makes an acquisition after [ the FCA's]

3

 approval for the acquisition has ceased

to be effective by virtue of section 301H is guilty of an offence.

(5) A person who provides information to [ the FCA ]

4

 which is false in a material particular is

guilty of an offence.

(6) A person who breaches a direction contained in a restriction notice given under section 301J is

guilty of an offence.

(7) A person guilty of an offence under subsection (1), (2) or (4) to (6) is liable—

(a) on summary conviction to a fine not exceeding the statutory maximum; or

(b) on conviction on indictment, to a fine.

(8) A person guilty of an offence under subsection (3) is liable—

(a) on summary conviction, to a fine not exceeding the statutory maximum; or

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a

fine, or both.

(9) It is a defence for a person charged with an offence under subsection (1) in relation to section

301A(2) to show that the person had, at the time of the alleged offence, no knowledge of the act

or circumstances by virtue of which the duty to notify [ the FCA ]

4

 arose.

]

1

Financial Services and Markets Act 2000 Page 558
Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.32(2) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.32(3) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.32(4) (January 24, 2013 for the purpose of

making rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. IA s. 301L(1)-(9): United Kingdom 

[ Interpretation ]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Law In Force

[ 301M.— Interpretation

(1) In this Chapter—

“acquisition” means the acquisition of control or of an increase in control over a recognised

investment exchange;

“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 a

registered office, its head office) in an EEA State; and

“shares” and “voting power”have the same meaning as in section 422.

(2) For the purposes of this Chapter, a “working day” is a day other than—

(a) a Saturday or a Sunday; or

(b) a day which is a bank holiday in England and Wales under the Banking and Financial

Dealings Act 1971.

]

1

Notes

1 Existing Chapter 1A is substituted for a new Chapter 1A consisting of ss 301A-301M by Financial Services and

Markets Act 2000 (Controllers) Regulations 2009/534 Sch.2 para.1 (March 21, 2009: substitution has effect subject

to transitional provisions specified in SI 2009/534 reg.8)

Financial Services and Markets Act 2000 Page 559
Extent

Pt XVIII c. IA s. 301M(1)-(2)(b): United Kingdom 

CHAPTER II

COMPETITION SCRUTINY

R Repealed

302.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.34(a) (April 1, 2013)

Role of Director General of Fair Trading

R Repealed

303.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.34(a) (April 1, 2013)

R Repealed

304.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.34(a) (April 1, 2013)

R Repealed

305.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.34(a) (April 1, 2013)

Role of Competition Commission

R Repealed

306.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.34(a) (April 1, 2013)

Financial Services and Markets Act 2000 Page 560
Role of the Treasury

R Repealed

307.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.34(a) (April 1, 2013)

R Repealed

308.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.34(a) (April 1, 2013)

R Repealed

309.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.34(a) (April 1, 2013)

R Repealed

310.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.34(a) (April 1, 2013)

CHAPTER III

EXCLUSION FROM THE COMPETITION ACT 1998

R Repealed

311.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.34(b) (April 1, 2013)

R Repealed

312.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.34(b) (April 1, 2013)

Financial Services and Markets Act 2000 Page 561
[ CHAPTER 3A

PASSPORT RIGHTS ]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.15 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

[ EEA market operators in United Kingdom ]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.15 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Law In Force

[ 312A.— Exercise of passport rights by EEA market operator

(1) An EEA market operator may, in pursuance of the right under the applicable provision, make

arrangements in the United Kingdom to facilitate access to, or use of, a specified regulated market

or specified multilateral trading facility operated by it if—

(a) the operator has given its home state regulator notice of its intention to make such

arrangements; and

(b) the home state regulator has given [ the FCA ]

2

 notice of the operator's intention.

(2) In making arrangements under subsection (1), the operator is exempt from the general prohibition

as respects any regulated activity which is carried on as a part of its business of operating the market

or facility in question, or in connection with, or for the purposes of, that business.

(3) “Specified” means specified in the notice referred to in subsection (1)(a).

(4) This section does not apply to an overseas investment exchange.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.15 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.8 para.33 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. IIIA s. 312A(1)-(4): United Kingdom 

Financial Services and Markets Act 2000 Page 562
Law In Force

[ 312B.— Removal of passport rights from EEA market operator

(1) The [ FCA ]

2

 may prohibit an EEA market operator from making or, as the case may be,

continuing arrangements in the United Kingdom, in pursuance of the applicable provision, to

facilitate access to, or use of, a regulated market or multilateral trading facility operated by the

operator if—

(a) the [ FCA ]

2

 has clear and demonstrable grounds for believing that the operator has

contravened a relevant requirement, and

(b) the [ FCA ]

2

 has first complied with subsections (3) to (9).

(2) A requirement is relevant if it is imposed—

(a) by the operator's home state regulator in the implementation of the markets in financial

instruments directive or any [ EU ]

3

 legislation made under that directive;

(b) by provision implementing that directive, or any [ EU ]

3

 legislation made under it, in

the operator's home state; or

(c) by any directly applicable Community regulation made under that directive.

(3) The [ FCA ]

2

 must notify the operator and its home state regulator of its finding under subsection

(1)(a).

(4) The notice to the home state regulator under subsection (3) must—

(a) request that the home state regulator take all appropriate measures for the purpose of

ensuring that the operator puts an end to the contravention; and

(b) state that the [ FCA ]

2

 proposes to exercise the power under subsection (1) if the

operator continues the contravention.

(5) The [ FCA ]

2

 may not exercise the power under subsection (1) unless satisfied—

(a) either—

(i) that the home state regulator has failed or refused to take measures for the purpose

mentioned in subsection (4)(a); or

(ii) that the measures taken by the home state regulator have proved inadequate for

that purpose; and

(b) that the operator is acting in a manner which is clearly prejudicial to the interests of

investors in the United Kingdom or the orderly functioning of the financial markets.

(6) If the [ FCA ]

2

 is satisfied as mentioned in subsection (5), it must give written notice to—

(a) the operator, and

(b) the home state regulator,

of its intention to exercise the power under subsection (1).

(7) A notice under subsection (6) must—

(a) state why the [ FCA ]

2

 intends to exercise its power under subsection (1), and

(b) in the case of the notice to the operator, inform the operator that it may make

representations to the [ FCA ]

2

 before the end of the representation period.

(8) The representation period is—

(a) the period of two months beginning with the date on which the notice is given to the

operator; or

(b) such longer period as the [ FCA ]

2

 may allow in a particular case.

Financial Services and Markets Act 2000 Page 563
(9) If, having considered any representations made by the operator, the [ FCA ]

2

 decides to exercise

the power under subsection (1), it must—

(a) notify the operator in writing that it will be prohibited from making or, as the case may

be, continuing the arrangements mentioned in that subsection from the date specified in the

notice; and

(b) notify the home state regulator of the action to be taken in relation to the operator.

(10) If the [ FCA ]

2

 exercises the power under subsection (1) it must at the earliest opportunity

notify the Commission [ and ESMA ]

4

 of the action taken in relation to the operator.

(11) The exemption conferred on an operator by section 312A(2) ceases to apply if the [ FCA ]

2

exercises the power under subsection (1) in relation to the operator.

(12) The right to make the arrangements mentioned in subsection (1) may be reinstated in relation

to the operator (together with the exemption mentioned in subsection (11)) if the [ FCA ]

2

 is

satisfied that the contravention which led to the [ FCA ]

2

 exercising the power under subsection

(1) has been remedied.

[ (13) If the [ FCA ]

2

 is satisfied as mentioned in subsection (5), it may refer the matter to ESMA

(and ESMA may act in accordance with the powers conferred on it under Article 19 of Regulation

(EU) No. 1095/2010 of the European Parliament and of the Council of 24 November 2010

establishing a European Supervisory Authority (European Securities and Markets Authority)). ]

5

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.15 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.34 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

3 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(2)(b) (April 22, 2011)

4 Words inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(11)(a) (April 16, 2012)

5 Added by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(11)(b) (April 16, 2012)

Extent

Pt XVIII c. IIIA s. 312B(1)-(13): United Kingdom 

[ Recognised investment exchanges operating in EEA States (other than the United Kingdom) ]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.15 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Law In Force

[ 312C.— Exercise of passport rights by recognised investment exchange

(1) Subject to subsection (4), a recognised investment exchange may, in pursuance of the right

under the applicable provision, make arrangements in an EEA State (other than the United Kingdom)

Financial Services and Markets Act 2000 Page 564
to facilitate access to, or use of, a regulated market or multilateral trading facility operated by the

exchange (“the relevant arrangements”).

(2) The exchange must give the [ FCA ]

2

 written notice of its intention to make the relevant

arrangements which—

(a) describes the arrangements, and

(b) identifies the EEA State in which it intends to make them.

(3) The [ FCA ]

2

 must, within one month of receiving a notice under subsection (2), send a copy

of it to the host state regulator.

(4) The exchange may not make the relevant arrangements until the [ FCA ]

2

 has complied with

subsection (3).

(5) Subsection (6) applies if the [ FCA ]

2

 receives a request for information—

(a) under the second sub-paragraph of Article 31.6 of the markets in financial instruments

directive (in the case of relevant arrangements relating to a multilateral trading facility), or

(b) under the third sub-paragraph of Article 42.6 of that directive (in the case of relevant

arrangements relating to a regulated market),

from the host state regulator.

(6) The [ FCA ]

2

 must, as soon as reasonably practicable, comply with the request.

(7) “Host state regulator” means the competent authority (within the meaning of Article 4.1.22 of

the markets in financial instruments directive) of the EEA State in which the exchange intends to

make, or has made, the relevant arrangements.

(8) This section does not apply to an overseas investment exchange.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.15 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.35 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XVIII c. IIIA s. 312C(1)-(8): United Kingdom 

[ Interpretation ]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.15 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Law In Force

[ 312D. Interpretation of Chapter 3A

In this Chapter—

“the applicable provision” means—

Financial Services and Markets Act 2000 Page 565
(a) in the case of arrangements relating to a multilateral trading facility, Article

31.5 of the markets in financial instruments directive; and

(b) in the case of arrangements relating to a regulated market, the first sub-paragraph

of Article 42.6 of that directive;

“EEA market operator” means a person who is a market operator (within the meaning of

Article 4.1.13 of the markets in financial instruments directive) whose home state is an EEA

State other than the United Kingdom;

“home state”, in relation to an EEA market operator, means the EEA State in which it has

its registered office, or if it has no registered office, its head office;

“home state regulator” means the competent authority (within the meaning of Article 4.1.22

of the markets in financial instruments directive) of the EEA State which is the home state

in relation to the EEA market operator concerned.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.2 para.15 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Extent

Pt XVIII c. IIIA s. 312D definition of "the applicable provision"- definition of "home state regulator": United Kingdom 

[ CHAPTER 3B

DISCIPLINARY MEASURES ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.33 (January 24, 2013 for the purposes of making orders or

regulations; January 24, 2013 for the purpose of the preparation and issue of a statement under 2000 c.8 s.312J;

April 1, 2013 otherwise)

Law In Force

[ 312E Public censure

(1) If the appropriate regulator considers that a recognised body has contravened a relevant

requirement imposed on the body, it may publish a statement to that effect.

(2) Where the FCA is the appropriate regulator, a requirement is a “relevant requirement” for the

purposes of this Chapter if it is—

(a) a requirement that is imposed by or under any provision of this Part that relates to a

recognised investment exchange,

(b) a requirement that is imposed under any other provision of this Act by the FCA that

relates to a recognised investment exchange,

(c) a requirement that is imposed by a qualifying EU provision specified, or of a description

specified, for the purposes of this subsection by the Treasury by order, or

(d) a requirement that is imposed by this Act and whose contravention constitutes an offence

that the FCA has power to prosecute under this Act (see section 401).

Financial Services and Markets Act 2000 Page 566
(3) Where the Bank of England is the appropriate regulator, a requirement is a “relevant requirement”

for the purposes of this Chapter if it is—

(a) a requirement that is imposed by or under any provision of this Part that relates to a

recognised clearing house,

(b) a requirement that is imposed under any other provision of this Act by the Bank,

(c) a requirement that is imposed by a qualifying EU provision specified, or of a description

specified, for the purposes of this subsection by the Treasury by order, or

(d) a requirement that is imposed by this Act and whose contravention constitutes an offence

that the Bank has power to prosecute under this Act (see section 401, as applied by paragraph

31 of Schedule 17A).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.33 (January 24, 2013 for the purposes of making orders or

regulations; January 24, 2013 for the purpose of the preparation and issue of a statement under 2000 c.8 s.312J;

April 1, 2013 otherwise)

Extent

Pt XVIII c. IIIB s. 312E(1)-(3)(d): United Kingdom 

Law In Force

[ 312F Financial penalties

If the appropriate regulator considers that a recognised body has contravened a relevant requirement

imposed on the body, it may impose on the body a penalty, in respect of the contravention, of such

amount as it considers appropriate. ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.33 (January 24, 2013 for the purposes of making orders or

regulations; January 24, 2013 for the purpose of the preparation and issue of a statement under 2000 c.8 s.312J;

April 1, 2013 otherwise)

Extent

Pt XVIII c. IIIB s. 312F: United Kingdom 

Law In Force

[ 312G Proposal to take disciplinary measures

(1) If the appropriate regulator proposes—

(a) to publish a statement in respect of a recognised body under section 312E, or

(b) to impose a penalty on a recognised body under section 312F,

it must give the body a warning notice.

(2) A warning notice about a proposal to publish a statement must set out the terms of the statement.

(3) A warning notice about a proposal to impose a penalty must state the amount of the penalty.

]

1

Financial Services and Markets Act 2000 Page 567
Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.33 (January 24, 2013 for the purposes of making orders or

regulations; January 24, 2013 for the purpose of the preparation and issue of a statement under 2000 c.8 s.312J;

April 1, 2013 otherwise)

Extent

Pt XVIII c. IIIB s. 312G(1)-(3): United Kingdom 

Law In Force

[ 312H Decision notice

(1) If the appropriate regulator decides—

(a) to publish a statement in respect of a recognised body under section 312E (whether or

not in the terms proposed), or

(b) to impose a penalty on a recognised body under section 312F (whether or not of the

amount proposed),

it must give the body a decision notice.

(2) In the case of a statement, the decision notice must set out the terms of the statement.

(3) In the case of a penalty, the decision notice must state the amount of the penalty.

(4) If the appropriate regulator decides—

(a) to publish a statement in respect of a recognised body under section 312E, or

(b) to impose a penalty on a recognised body under section 312F,

the body may refer the matter to the Tribunal.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.33 (January 24, 2013 for the purposes of making orders or

regulations; January 24, 2013 for the purpose of the preparation and issue of a statement under 2000 c.8 s.312J;

April 1, 2013 otherwise)

Extent

Pt XVIII c. IIIB s. 312H(1)-(4)(b): United Kingdom 

Law In Force

[ 312I Publication

After an appropriate regulator publishes a statement under section 312E, it must send a copy of the

statement to—

(a) the recognised body concerned, and

(b) any person to whom a copy of the decision notice was given under section 393(4).

]

1

Financial Services and Markets Act 2000 Page 568
Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.33 (January 24, 2013 for the purposes of making orders or

regulations; January 24, 2013 for the purpose of the preparation and issue of a statement under 2000 c.8 s.312J;

April 1, 2013 otherwise)

Extent

Pt XVIII c. IIIB s. 312I(a)-(b): United Kingdom 

Law In Force

[ 312J Statement of policy

(1) Each appropriate regulator must prepare and issue a statement of its policy with respect to—

(a) the imposition of penalties under section 312F, and

(b) the amount of penalties under that section.

(2) An appropriate regulator's policy in determining what the amount of a penalty should be must

include having regard to—

(a) the seriousness of the contravention in question in relation to the nature of the

requirement concerned, and

(b) the extent to which that contravention was deliberate or reckless.

(3) An appropriate regulator may at any time alter or replace a statement issued by it under this

section.

(4) If a statement issued by an appropriate regulator under this section is altered or replaced, the

regulator must issue the altered or replacement statement.

(5) In exercising, or deciding whether to exercise, its power under section 312F in the case of any

particular contravention, an appropriate regulator must have regard to any statement of policy

published by it under this section and in force at a time when the contravention in question occurred.

(6) A statement issued by an appropriate regulator under this section must be published by the

regulator in the way appearing to the regulator to be best calculated to bring it to the attention of

the public.

(7) An appropriate regulator may charge a reasonable fee for providing a person with a copy of the

statement.

(8) An appropriate regulator must, without delay, give the Treasury a copy of any statement which

it publishes under this section.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.33 (January 24, 2013 for the purposes of making orders or

regulations; January 24, 2013 for the purpose of the preparation and issue of a statement under 2000 c.8 s.312J;

April 1, 2013 otherwise)

Extent

Pt XVIII c. IIIB s. 312J(1)-(8): United Kingdom 

Financial Services and Markets Act 2000 Page 569
Law In Force

[ 312K Statement of policy: procedure

(1) Before issuing a statement under section 312J, an appropriate regulator must publish a draft of

the proposed statement in the way appearing to the regulator to be best calculated to bring it to the

attention of the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the regulator within a specified time.

(3) Before issuing the proposed statement, the regulator must have regard to any representations

made to it in accordance with subsection (2).

(4) If the regulator issues the proposed statement it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subsection (2), and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the

opinion of the regulator, significant, the regulator must (in addition to complying with subsection

(4)) publish details of the difference.

(6) An appropriate regulator may charge a reasonable fee for providing a person with a copy of a

draft published under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.33 (January 24, 2013 for the purposes of making orders or

regulations; January 24, 2013 for the purpose of the preparation and issue of a statement under 2000 c.8 s.312J;

April 1, 2013 otherwise)

Extent

Pt XVIII c. IIIB s. 312K(1)-(7): United Kingdom 

CHAPTER IV

Interpretation

Law In Force

313.— Interpretation of Part XVIII.

(1) In this Part–

“application” means an application for a recognition order made under section 287 or 288;

“applicant” means a body corporate or unincorporated association which has applied for a

recognition order;

[ “central counterparty” means a body corporate or unincorporated association which

interposes itself between the counterparties to the contracts traded on one or more financial

markets, becoming the buyer to every seller and the seller to every buyer; ]

1

[...]2

Financial Services and Markets Act 2000 Page 570
[ “central counterparty recognition order” means a recognition order made under section

290(1)(b);

“clearing”, in relation to a central counterparty, means the process of establishing positions,

including the calculation of net obligations and ensuring that financial instruments, cash,

or both, are available to secure the exposures arising from those positions; and “clearing

services”, in relation to a central counterparty, is to be read accordingly;

“the EMIR regulation” means Regulation (EU) 648/2012 of the European Parliament and

of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade

repositories4, and any reference to the requirements contained in that Regulation includes

a reference to requirements contained in any directly applicable EU regulation made under

its provisions; ]

3

[ “OFT” means the Office of Fair Trading; ]

5

[ “multilateral trading facility”has the meaning given in Article 4.1.15 of the markets in

financial instruments directive; ]

6

“overseas applicant” means a body corporate or association which has neither its head office

nor its registered office in the United Kingdom and which has applied for a recognition

order;

“overseas investment exchange” means a body corporate or association which has neither

its head office nor its registered office in the United Kingdom and in relation to which a

recognition order is in force;

[ “overseas clearing house” means a body corporate or association which is not a central

counterparty and has neither its head office nor its registered office in the United Kingdom

and in relation to which a recognition order is in force; ]

7

“recognised body” means a recognised investment exchange or a recognised clearing house;

[ “recognised central counterparty”has the meaning given in section 285; ]

1

“recognised clearing house”has the meaning given in section 285;

“recognised investment exchange”has the meaning given in section 285;

“recognition order” means an order made under section 290 or 292;

“recognition requirements”has the meaning given by section 286;

[ “regulated market”has the meaning given in Article 4.1.14 of the markets in financial

instruments directive; ]

6

“remedial direction”has the meaning given in section 308(8);

“revocation order”has the meaning given in section 297 [ . ]

2

(a)-(c) [...]2

(2) References in this Part to rules of an investment exchange (or a clearing house) are to rules

made, or conditions imposed, by the investment exchange (or the clearing house) with respect to–

(a) recognition requirements;

(b) admission of persons to, or their exclusion from the use of, its facilities; or

(c) matters relating to its constitution.

(3) References in this Part to guidance issued by an investment exchange are references to guidance

issued, or any recommendation made, in writing or other legible form and intended to have

continuing effect, by the investment exchange to–

(a) all or any class of its members or users, or

(b) persons seeking to become members of the investment exchange or to use its facilities,

with respect to any of the matters mentioned in subsection (2)(a) to (c).

Financial Services and Markets Act 2000 Page 571
(4) References in this Part to guidance issued by a clearing house are to guidance issued, or any

recommendation made, in writing or other legible form and intended to have continuing effect, by

the clearing house to–

(a) all or any class of its members, or

(b) persons using or seeking to use its services,

with respect to the provision by it or its members of clearing services [ or services falling within

section 285(3)(b) ]

8

 .

Notes

1 Definition inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central

Counterparties and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(14)(a) (April 1, 2013: insertion has effect

subject to transitional and savings provisions specified in SI 2013/504 Pt 9)

2 Definition repealed by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central

Counterparties and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(14)(c) (April 1, 2013: repeal has effect

subject to transitional and savings provisions specified in SI 2013/504 Pt 9)

3 Definitions inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central

Counterparties and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(14)(a) (April 1, 2013: insertion has effect

subject to transitional and savings provisions specified in SI 2013/504 Pt 9)

4 OJ No L 201, 27.7.2012, p1.

5 Definition substituted by Enterprise Act 2002 c. 40 Sch.25 para.40(15) (April 1, 2003)

6 Definition inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.2 para.16 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

7 Definition substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central

Counterparties and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(14)(b) (April 1, 2013: substitution has

effect subject to transitional and savings provisions specified in SI 2013/504 Pt 9)

8 Words inserted by Financial Services Act 2012 c. 21 Sch.8 para.36(3) (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Commencement

Pt XVIII c. IV s. 313(1)-(4)(b): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XVIII c. IV s. 313(1)-(4)(b): United Kingdom 

[ Part 18A

SUSPENSION AND REMOVAL OF FINANCIAL INSTRUMENTS FROM TRADING

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.3 para.1 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Financial Services and Markets Act 2000 Page 572
Law In Force

[ 313A.— [ FCA's]

2

 power to require suspension or removal of financial instruments from

trading

(1) The [ FCA ]

3

 may, for the purpose of protecting—

(a) the interests of investors, or

(b) the orderly functioning of the financial markets,

require an institution [ or a class of institutions]

4

 to suspend or remove a financial instrument

from trading.

[ (2) If the [ FCA ]

3

 exercises the power conferred by subsection (1), the matter may be referred

to the Tribunal by—

(a) the institution or, as the case may be, any institution in the class, or

(b) the issuer of the financial instrument (if any).

]

5

(3) In this section, “trading”includes trading otherwise than on a regulated market or a multilateral

trading facility.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.3 para.1 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(b) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(a) (April 1, 2013)

4 Words inserted by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations 2010/1193

reg.2(2) (April 9, 2010)

5

Substituted by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations 2010/1193

reg.2(3) (April 9, 2010)

Extent

Pt XVIIIA s. 313A(1)-(3): United Kingdom 

Law In Force

[ 313B.— Suspension or removal of financial instruments from trading: procedure

(1) A requirement imposed on an institution under section 313A (a “relevant requirement”) takes

effect—

(a) immediately, if the notice given under subsection (2) states that this is the case;

(b) in any other case, on such date as may be specified in the notice.

(2) If the [ FCA ]

2

 proposes to impose a relevant requirement on an institution, [ or a class of

institutions, ]

3

 or imposes such a requirement with immediate effect, it must [ give notice—]

4

[ (a) by written notice to—

(i) the institution or, as the case may be, each institution in the class, and

(ii) the issuer of the financial instrument in question (if any); or

(b) by publishing a notice by means of a regulatory information service. ]

4

(3) [ A notice given under subsection (2)(a) ]

5

 must—

Financial Services and Markets Act 2000 Page 573
(a) give details of the relevant requirement;

(b) state the [ FCA's]

6

 reasons for imposing the requirement and choosing the date on

which it took effect or takes effect;

(c) inform the recipient that he may make representations to the [ FCA ]

2

 within such

period as may be specified by the notice (whether or not he has referred the matter to the

Tribunal);

(d) inform him of the date on which the requirement took effect or takes effect; and

(e) inform him of his right to refer the matter to the Tribunal and give an indication of the

procedure on such a reference.

[ (3A) A notice published under subsection (2)(b) must—

(a) give details of the relevant requirement;

(b) specify the institution, or the class of institutions, to which it applies;

(c) state the [ FCA's]

6

 reasons for imposing the requirement and choosing the date on

which it took effect or takes effect;

(d) state that any institution to which the requirement applies or the issuer of the financial

instrument in question may make representations to the [ FCA ]

2

 within such period as

may be specified by the notice (whether or not the institution or the issuer has referred the

matter to the Tribunal);

(e) state the date on which the requirement took effect or takes effect; and

(f) state that any institution to which the requirement applies or the issuer of the financial

instrument in question has a right to refer the matter to the Tribunal, and give an indication

of the procedure on such a reference.

]

7

(4) The [ FCA ]

2

 may extend the period within which representations may be made to it.

(5)-(12) [...]8

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.3 para.1 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(a) (April 1, 2013)

3 Words inserted by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations 2010/1193

reg.3(2)(a) (April 9, 2010)

4

S.313B(2)(a) and (b) and words substituted by Financial Services and Markets Act 2000 (Amendments to Part

18A etc.) Regulations 2010/1193 reg.3(2)(b) (April 9, 2010)

5 Words substituted by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations

2010/1193 reg.3(3) (April 9, 2010)

6 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(b) (April 1, 2013)

7 Added by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations 2010/1193 reg.3(4)

(April 9, 2010)

8 Repealed by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations 2010/1193

reg.3(5) (April 9, 2010)

Extent

Pt XVIIIA s. 313B(1)-(12): United Kingdom 

Financial Services and Markets Act 2000 Page 574
Law In Force

[ 313BA.— Procedure following consideration of representations

(1) This section applies where, within the period specified under section 313B(3), (3A) or (4) ,

representations are made to the [ FCA ]

2

 in relation to a requirement that it has proposed to impose

or has imposed under section 313A.

(2) The [ FCA ]

2

 must decide whether to impose the requirement or (in the case of a requirement

that has been imposed) whether to revoke it.

(3) In the case of a requirement that the [ FCA ]

2

 has proposed to impose on a class of institutions,

the [ FCA ]

2

 may decide to impose the requirement—

(a) on the class;

(b) on the class apart from one or more specified members of it; or

(c) only on one or more specified members of the class.

(4) In the case of a requirement that the [ FCA ]

2

 has imposed on a class of institutions, the [ FCA ]

2

may decide to revoke it in relation to—

(a) the class;

(b) the class apart from one or more specified members of it; or

(c) one or more specified members of the class only.

(5) The [ FCA ]

2

 must give written notice of its decision to—

(a) any institution which has made representations, and

(b) the issuer of the financial instrument in question (if any).

(6) In the case of a requirement that the [ FCA ]

2

 has proposed to impose or has imposed on a

class, the [ FCA ]

2

 must also give notice of its decision by publishing it by means of a regulatory

information service unless the decision is—

(a) to impose the requirement on the class, or

(b) not to revoke the requirement in relation to the class or any member of it.

(7) An institution to which notice is required to be given under subsection (5) may refer the matter

to the Tribunal if the [ FCA's]

3

 decision is that the requirement will be imposed on, or will continue

to apply to, the institution.

(8) An issuer to whom notice is required to be given under subsection (5) may refer the matter to

the Tribunal if the [ FCA's]

3

 decision is that the requirement will be imposed on, or will continue

to apply to, the institution or (in the case of a requirement relating to a class) any of the institutions

in the class.

(9) A notice given under subsection (5) must inform the recipient if the recipient has a right to refer

the matter to the Tribunal.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations 2010/1193 reg.4

(April 9, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(a) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(b) (April 1, 2013)

Financial Services and Markets Act 2000 Page 575
Extent

Pt XVIIIA s. 313BA(1)-(9): United Kingdom 

Law In Force

[ 313BB.— Revocation of requirements: applications by institutions

(1) This section applies where the [ FCA ]

2

 has imposed a requirement on an institution or a class

of institutions under section 313A.

(2) The institution or any of the institutions in the class may apply to the [ FCA ]

2

 for the revocation

of the requirement.

(3) The [ FCA ]

2

 must decide whether to revoke the requirement.

(4) In the case of a requirement imposed on a class of institutions, the [ FCA ]

2

 may decide to

revoke it in relation to—

(a) the class;

(b) the class apart from one or more specified members of it; or

(c) one or more specified members of the class only.

(5) The [ FCA ]

2

 must give a warning notice if—

(a) in the case of a requirement imposed on an institution, the [ FCA ]

2

 proposes not to

revoke the requirement, or

(b) in the case of a requirement imposed on a class, the [ FCA ]

2

 proposes to make a

decision which would have the effect that the requirement continues to apply to the applicant

(whether or not it would have the effect that it continues to apply to other members of the

class).

(6) The warning notice must be given to—

(a) the applicant, and

(b) the issuer of the financial instrument in question (if any).

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations 2010/1193 reg.4

(April 9, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(a) (April 1, 2013)

Extent

Pt XVIIIA s. 313BB(1)-(6)(b): United Kingdom 

Law In Force

[ 313BC.— Decisions on applications for revocation by institutions

(1) This section applies where, having considered any representations made in response to a warning

notice, the [ FCA ]

2

 has decided whether to grant an application for revocation made under section

313BB.

(2) The [ FCA ]

2

 must give written notice in accordance with subsection (3) if—

Financial Services and Markets Act 2000 Page 576
(a) in the case of a requirement imposed on an institution, the [ FCA ]

2

 decides to revoke

the requirement, or

(b) in the case of a requirement imposed on a class, the [ FCA ]

2

 makes a decision which

has the effect that the requirement will no longer apply to the applicant (whether or not it

will continue to apply to other members of the class).

(3) The written notice must be given to—

(a) the applicant, and

(b) the issuer of the financial instrument in question (if any).

(4) If the [ FCA ]

2

 is required to give written notice under subsection (2) in relation to a requirement

imposed on a class, the [ FCA ]

2

 must also give notice of its decision by publishing it by means

of a regulatory information service.

(5) The [ FCA ]

2

 must give a decision notice in accordance with subsection (6) if—

(a) in the case of a requirement imposed on an institution, the [ FCA ]

2

 decides not to

revoke the requirement, or

(b) in the case of a requirement imposed on a class, the [ FCA ]

2

 makes a decision which

has the effect that the requirement will continue to apply to the applicant (whether or not

it will continue to apply to other members of the class).

(6) The decision notice must be given to—

(a) the applicant, and

(b) the issuer of the financial instrument in question (if any).

(7) If the [ FCA ]

2

 is required to give a decision notice in relation to a requirement imposed on a

class, the [ FCA ]

2

 must also give notice of its decision by publishing it by means of a regulatory

information service.

(8) If the [ FCA ]

2

 gives a decision notice, the recipient may refer the matter to the Tribunal.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations 2010/1193 reg.4

(April 9, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(a) (April 1, 2013)

Extent

Pt XVIIIA s. 313BC(1)-(8): United Kingdom 

Law In Force

[ 313BD.— Revocation of requirements: applications by issuers

(1) This section applies where the [ FCA ]

2

 has imposed a requirement on an institution or a class

of institutions under section 313A.

(2) The issuer of the financial instrument may apply to the [ FCA ]

2

 for the revocation of the

requirement.

(3) The [ FCA ]

2

 must decide whether to revoke the requirement.

Financial Services and Markets Act 2000 Page 577
(4) In the case of a requirement imposed on a class of institutions, the [ FCA ]

2

 may decide to

revoke it in relation to—

(a) the class;

(b) the class apart from one or more specified members of it; or

(c) one or more specified members of the class only.

(5) The [ FCA ]

2

 must give the issuer a warning notice if—

(a) in the case of a requirement imposed on an institution, the [ FCA ]

2

 proposes not to

revoke the requirement, or

(b) in the case of a requirement imposed on a class, the [ FCA ]

2

 proposes not to revoke

the requirement or to revoke it in relation to—

(i) the class apart from one or more specified members of it, or

(ii) one or more specified members of the class only.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations 2010/1193 reg.4

(April 9, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(a) (April 1, 2013)

Extent

Pt XVIIIA s. 313BD(1)-(5)(b)(ii): United Kingdom 

Law In Force

[ 313BE.— Decisions on applications for revocation by issuers

(1) This section applies where, having considered any representations made in response to a warning

notice, the [ FCA ]

2

 has decided whether to grant an application for revocation made under section

313BD.

(2) The [ FCA ]

2

 must give written notice to the issuer if the [ FCA ]

2

 decides to revoke the

requirement.

(3) If the [ FCA ]

2

 is required to give written notice under subsection (2) in relation to a requirement

imposed on a class, the [ FCA ]

2

 must also give notice of its decision by publishing it by means

of a regulatory information service.

(4) The [ FCA ]

2

 must give the issuer a decision notice if—

(a) in the case of a requirement imposed on an institution, the [ FCA ]

2

 decides not to

revoke the requirement, or

(b) in the case of a requirement imposed on a class, the [ FCA ]

2

 decides not to revoke

the requirement or makes a decision to revoke the requirement in relation to—

(i) the class apart from one or more specified members of it, or

(ii) one or more specified members of the class only.

(5) If the [ FCA ]

2

 is required to give a decision notice under subsection (4)(b), it must also give

notice of its decision by publishing it by means of a regulatory information service.

(6) If the [ FCA ]

2

 gives a decision notice under subsection (4), the issuer may refer the matter to

the Tribunal.

Financial Services and Markets Act 2000 Page 578
]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations 2010/1193 reg.4

(April 9, 2010)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(a) (April 1, 2013)

Extent

Pt XVIIIA s. 313BE(1)-(6): United Kingdom 

Law In Force

[ 313C.— Notification in relation to suspension or removal of a financial instrument from

trading

(1) If the [ FCA ]

2

 exercises the power under section 313A(1) in relation to a financial instrument

traded on a regulated market, it must as soon as reasonably practicable—

(a) publish its decision in such manner as it considers appropriate [ unless the decision

has already been published under section 313B(2)(b) ]

3

 , and

(b) inform [ ESMA and ]

4

 the competent authorities of all other EEA States of its decision.

(2) If the [ FCA ]

2

 receives notice from a recognised investment exchange that the exchange has

suspended or removed a financial instrument from trading on a regulated market operated by it,

the [ FCA ]

2

 must inform the competent authorities of all other EEA States of the action taken by

the exchange.

(3) Subsections (4) and (5) apply if the [ FCA ]

2

 receives notice from the competent authority of

another EEA State that that authority, pursuant to Article 41.2 of the markets in financial instruments

directive—

(a) has required the suspension of a financial instrument from trading, or

(b) has required the removal of a financial instrument from trading.

(4) In the case of a notice under subsection (3)(a), the [ FCA ]

2

 —

(a) must require each recognised investment exchange to suspend the instrument from

trading on any regulated market operated by the exchange, and

(b) must require each institution operating a multilateral trading facility to suspend the

instrument from trading on that facility,

unless such a step would be likely to cause significant damage to the interests of investors or the

orderly functioning of the financial markets.

(5) In the case of a notice under subsection (3)(b), the [ FCA ]

2

 —

(a) must require each recognised investment exchange to remove the instrument from

trading on any regulated market operated by the exchange, and

(b) must require each institution operating a multilateral trading facility to remove the

instrument from trading on that facility,

unless such a step would be likely to cause significant damage to the interests of investors or the

orderly functioning of the financial markets.

(6) “Competent authority”has the meaning given in Article 4.1.22 of the markets in financial

instruments directive.

Financial Services and Markets Act 2000 Page 579
]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.3 para.1 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(a) (April 1, 2013)

3 Words inserted by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations 2010/1193

reg.5 (April 9, 2010)

4 Words inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(12) (April 16, 2012)

Extent

Pt XVIIIA s. 313C(1)-(6): United Kingdom 

Law In Force

[ 313D. Interpretation of Part 18A

In this Part—

“financial instrument”has the meaning given in Article 4.1.17 of the markets in financial

instruments directive;

“institution” means—

(a) a recognised investment exchange, other than an overseas investment exchange

(within the meaning of Part 18);

(b) an investment firm;

(c) a credit institution authorised under the banking consolidation directive, when

carrying on investment services and activities; or

(d) 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 a

registered office, its head office) in an EEA State,

but does not include an EEA firm qualifying for authorisation under Schedule 3;

“issuer”, in relation to a financial instrument, means the person who issued the instrument;

“multilateral trading facility”has the meaning given in Article 4.1.15 of the markets in

financial instruments directive;

[ “regulated information”has the meaning given in Article 2(1)(k) of the transparency

obligations directive (as defined in section 103 of this Act); ]

2

[ “regulatory information service” means—

(a) a service approved by the [ FCA ]

3

 to disseminate regulated information in

accordance with rules made under section 89A of this Act, or

(b) a service established in an EEA state other than the United Kingdom which is

used for the dissemination of regulated information for the purposes of Article 21

of the transparency obligations directive;

]

2

“regulated market”has the meaning given in Article 4.1.14 of the markets in financial

instruments directive.

]

1

Financial Services and Markets Act 2000 Page 580
Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.3 para.1 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Definition inserted by Financial Services and Markets Act 2000 (Amendments to Part 18A etc.) Regulations

2010/1193 reg.6 (April 9, 2010)

3 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.36(a) (April 1, 2013)

Extent

Pt XVIIIA s. 313D definition of "financial instrument"- definition of "regulatory information service" (b): United

Kingdom 

PART XIX

LLOYD'S

General

Law In Force

314.— [ Regulators' ]

1

 general duty.

[ (1) So far as it is appropriate to do so for the purpose of advancing one or more of its operational

objectives, the FCA must keep itself informed about—

(a) the way in which the Council supervises and regulates the market at Lloyd's, and

(b) the way in which regulated activities are being carried on in that market.

(1A) So far as it is appropriate to do so for the purpose of advancing its general objective or (if

section 2C applies) its insurance objective, the PRA must keep itself informed about—

(a) the way in which the Council supervises and regulates the market at Lloyd's, and

(b) the way in which any PRA-regulated activities are being carried on in that market.

]

2

(2) [ Each regulator ]

3

 must keep under review the desirability of exercising–

(a) any of its powers under this Part;

(b) any powers which it has in relation to the Society as a result of [ provision made by or

under this Act ]

4

.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(2)(c) (April 1, 2013)

2

S.314(1)-(1A) substituted for s.314(1) by Financial Services Act 2012 c. 21 Pt 2 s.40(2)(a) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(2)(b)(i) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(2)(b)(ii) (April 1, 2013)

Commencement

Pt XIX s. 314(1)-(2)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Financial Services and Markets Act 2000 Page 581
Extent

Pt XIX s. 314(1)-(2)(b): United Kingdom 

Law In Force

[ 314A The PRA's objectives in relation to Lloyd's etc

(1) This section modifies—

(a) the effect of sections 2B and 2C (the PRA's general objective and insurance objective),

and

(b) the effect of section 3I (power of PRA to require FCA to refrain from specified action),

in relation to anything done, or proposed to be done, by the PRA under or for the purposes of this

Part.

(2) This section applies only if PRA-authorised persons include—

(a) the Society, or

(b) other persons who carry on regulated activities in relation to anything done at Lloyd's.

(3) Section 2B(2) and (3) have effect as if references to PRA-authorised persons (or a PRA-authorised

person) were references to the Society, and the members of the Society, taken together (and sections

2G and 2J(3) are to be read accordingly).

(4) Section 2C(1) has effect as if the reference to the discharge of the PRA's general functions so

far as relating to the activity mentioned there were a reference to the discharge of its general

functions so far as relating to the carrying on by the Society or other persons of PRA-regulated

activities in relation to anything done at Lloyd's.

(5) Section 3I(4)(b) has effect as if the reference to a PRA-authorised person were a reference to

the Society, and the members of the Society, taken together.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.40(3) (January 24, 2013)

Extent

Pt XIX s. 314A(1)-(5): United Kingdom 

The Society

Law In Force

[ 315 The Society: regulated activities

(1) This section applies if an activity carried on by the Society is of a kind specified in an order

made under section 22 (regulated activities).

(2) The order may provide that the Society is not to be subject to any requirement of this Act

concerning the registered office of a body corporate.

]

1

Financial Services and Markets Act 2000 Page 582
Notes

1

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(4) (April 1, 2013)

Commencement

Pt XIX s. 315(1)-(2)(c): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt XIX s. 315(3)-(5): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XIX s. 315(1)-(5): United Kingdom 

Power to apply Act to Lloyd's underwriting

Law In Force

316.— Direction by [ a regulator ]

1

 .

(1) The general prohibition or (if the general prohibition is not applied under this section) a core

provision applies to the carrying on of an insurance market activity by–

(a) a member of the Society, or

(b) the members of the Society taken together,

only if [ a regulator ]

2

 so directs.

[ (1A) A direction under subsection (1)—

(a) may be given by the FCA only if it considers that giving the direction is necessary or

expedient for the purpose of advancing one or more of its operational objectives, and

(b) may be given by the PRA only if it considers that giving the direction is necessary or

expedient for the purpose of advancing its general objective or (if section 2C applies) the

insurance objective.

(1B) A direction under subsection (1) which applies the general prohibition to a member of the

Society, or to the members of the Society taken together, may be given by a regulator only with

the consent of the other regulator. ]

3

(2) A direction given under subsection (1) which applies a core provision is referred to in this Part

as “an insurance market direction”.

(3) In subsection (1)–

“core provision” means a provision of this Act mentioned in section 317; and

“insurance market activity” means a regulated activity relating to contracts of insurance

written at Lloyd's.

(4) In deciding whether to give a direction under subsection (1), [ the regulator concerned ]

4

 must

have particular regard to–

(a) the interests of policyholders and potential policyholders;

(b) any failure by the Society to satisfy an obligation to which it is subject as a result of a

provision of the law of another EEA State which–

(i) gives effect to any of the insurance directives; and

Financial Services and Markets Act 2000 Page 583
(ii) is applicable to an activity carried on in that State by a person to whom this

section applies;

(c) the need to ensure the effective exercise of the functions which [ the regulator

concerned ]

4

 has in relation to the Society as a result of [ provision made by or under this

Act ]

5

.

(5) A direction under subsection (1) must be in writing.

(6) A direction under subsection (1) applying the general prohibition may apply it in relation to

different classes of person.

(7) An insurance market direction–

(a) must specify each core provision, class of person and kind of activity to which it applies;

(b) may apply different provisions in relation to different classes of person and different

kinds of activity.

(8) A direction under subsection (1) has effect from the date specified in it, which may not be earlier

than the date on which it is made.

(9) A direction under subsection (1) [ given by a regulator ]

6

 must be published in the way

appearing to [ the regulator ]

7

 to be best calculated to bring it to the attention of the public.

(10) [ A regulator who gives a direction under subsection (1) ]

8

 may charge a reasonable fee for

providing a person with a copy of the direction.

(11) [ A regulator who gives a direction under subsection (1) ]

9

 must, without delay, give the

Treasury a copy of [ the direction ]

10

 .

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(5)(g) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(5)(a) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Pt 2 s.40(5)(b) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(5)(c)(i) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(5)(c)(ii) (April 1, 2013)

6 Words inserted by Financial Services Act 2012 c. 21 Pt 2 s.40(5)(d)(i) (April 1, 2013)

7 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(5)(d)(ii) (April 1, 2013)

8 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(5)(e) (April 1, 2013)

9 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(5)(f)(i) (April 1, 2013)

10 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(5)(f)(ii) (April 1, 2013)

Commencement

Pt XIX s. 316(1)-(11): June 18, 2001 for the purposes of giving directions; December 1, 2001 otherwise (SI 2001/1820

art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XIX s. 316(1)-(11): United Kingdom 

Financial Services and Markets Act 2000 Page 584
Law In Force

317.— The core provisions.

(1) The core provisions are [ Parts V, 9A, XI, XII, XIV, XV, XVI, XXII and XXIV, sections 384

to 386 and Part XXVI ]

1

.

(2) References in an applied core provision to an authorised person are (where necessary) to be

read as references to a person in the class to which the insurance market direction applies.

(3) An insurance market direction may provide that a core provision is to have effect, in relation

to persons to whom the provision is applied by the direction, with modifications.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(6) (April 1, 2013)

Commencement

Pt XIX s. 317(1)-(3): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XIX s. 317(1)-(3): United Kingdom 

Law In Force

318.— Exercise of powers through Council.

(1) [ A regulator ]

1

 may give a direction under this subsection to the Council or to the Society

(acting through the Council) or to both.

(2) A direction under subsection (1) is one given to the body concerned–

(a) in relation to the exercise of its powers generally with a view to achieving, or in support

of, a specified objective; or

(b) in relation to the exercise of a specified power which it has, whether in a specified

manner or with a view to achieving, or in support of, a specified objective.

(3) “Specified” means specified in the direction.

[ (3A) A direction under subsection (1)—

(a) may be given by the FCA only if it considers that giving the direction is necessary or

expedient for the purpose of advancing one or more of its operational objectives, and

(b) may be given by the PRA only if it considers that giving the direction is necessary or

expedient for the purpose of advancing its general objective or (if section 2C applies) the

insurance objective.

]

2

(4) A direction under subsection (1) may be given–

(a) instead of giving a direction under section 316(1); or

(b) if [ the regulator concerned ]

3

 considers it necessary or expedient to do so, at the same

time as, or following, the giving of such a direction.

(5) A direction may also be given under subsection (1) in respect of underwriting agents as if they

were among the persons mentioned in section 316(1).

Financial Services and Markets Act 2000 Page 585
(6) A direction under this section–

(a) does not, at any time, prevent the exercise by [ a regulator ]

4

 of any of its powers;

(b) must be in writing.

(7) A direction under subsection (1) [ given by a regulator ]

5

 must be published in the way

appearing to [ the regulator ]

6

 to be best calculated to bring it to the attention of the public.

(8) [ A regulator who gives a direction under subsection (1) ]

7

 may charge a reasonable fee for

providing a person with a copy of the direction.

(9) [ A regulator who gives a direction under subsection (1)]

8

 must, without delay, give the Treasury

a copy of [ the direction ]

9

 .

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(7)(a) (April 1, 2013)

2 Added by Financial Services Act 2012 c. 21 Pt 2 s.40(7)(b) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(7)(c) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(7)(d) (April 1, 2013)

5 Words inserted by Financial Services Act 2012 c. 21 Pt 2 s.40(7)(e)(i) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(7)(e)(ii) (April 1, 2013)

7 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(7)(f) (April 1, 2013)

8 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(7)(g)(i) (April 1, 2013)

9 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(7)(g)(ii) (April 1, 2013)

Commencement

Pt XIX s. 318(1)-(9): June 18, 2001 for the purposes of giving directions as mentioned in 2000 c.8 s.318(1) coming

into force not sooner than December 1, 2001, the commencement date of 2000 c.8 s.9; December 1, 2001 otherwise (SI

2001/1820 art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XIX s. 318(1)-(9): United Kingdom 

Law In Force

319.— Consultation.

[ (1) Before a regulator gives a direction under section 316 or 318, it must—

(a) in a case where section 316(1B) requires the regulator to obtain the consent of the other

regulator, obtain that consent,

(b) in any other case, consult the other regulator, and

(c) after complying with paragraph (a) or (b), publish a draft of the proposed direction.

]

1

(2) The draft must be accompanied by–

(a) a cost benefit analysis; and

(b) notice that representations about the proposed direction may be made to [ the

regulator ]

2

 within a specified time.

[ (3) Before a regulator gives the proposed direction—

Financial Services and Markets Act 2000 Page 586
(a) it must have regard to any representations made to it in accordance with subsection

(2)(b), and

(b) if it was required by subsection (1)(b) to consult the other regulator and proposes to

give a direction which differs from the draft published under subsection (1) in a way which

is, in the opinion of the regulator, significant, it must again consult the other regulator.

]

3

(4) If [ the regulator ]

4

 gives the proposed direction it must publish an account, in general terms,

of–

(a) the representations made to it in accordance with subsection (2)(b); and

(b) its response to them.

(5) If the direction differs from the draft published under subsection (1) in a way which is, in the

opinion of [ the regulator ]

4

 , significant–

(a) [ the regulator ]

4

 must (in addition to complying with subsection (4)) publish details

of the difference; and

(b) those details must be accompanied by a cost benefit analysis.

[ (6) Subsections (1)(c) and (2) to (5) do not apply in relation to—

(a) a direction given by the FCA if it considers that the delay involved in complying with

them would be prejudicial to the interests of consumers, as defined in section 425A, or

(b) a direction given by the PRA if it considers that the delay involved in complying with

them would—

(i) be prejudicial to the safety and soundness of the Society, and the members of

the Society, taken together, or

(ii) in a case where section 2C applies, be prejudicial to securing the appropriate

degree of protection for policyholders.

]

5

(7) Neither subsection (2)(a) nor subsection (5)(b) applies if [the regulator concerned ]

6

 considers–

(a) that, making the appropriate comparison, there will be no increase in costs; or

(b) that, making that comparison, there will be an increase in costs but the increase will be

of minimal significance.

(8) [ A regulator who gives a direction under subsection (1) ]

7

 may charge a reasonable fee for

providing a person with a copy of [ the draft ]

8

 .

(9) When [ a regulator ]

9

 is required to publish a document under this section it must do so in the

way appearing to it to be best calculated to bring it to the attention of the public.

[ (10) “Cost benefit analysis” means—

(a) an analysis of the costs together with an analysis of the benefits that will arise—

(i) if the proposed direction is given, or

(ii) if subsection (5)(b) applies, from the direction that has been given, and

(b) subject to subsection (10A), an estimate of those costs and of those benefits.

(10A) If, in the opinion of the regulator concerned—

(a) the costs or benefits referred to in subsection (10) cannot reasonably be estimated, or

(b) it is not reasonably practicable to produce an estimate,

the cost benefit analysis need not estimate them, but must include a statement of the opinion of the

regulator concerned and an explanation of it.

]

10

Financial Services and Markets Act 2000 Page 587
(11) “The appropriate comparison” means–

(a) in relation to subsection (2)(a), a comparison between the overall position if the direction

is given and the overall position if it is not given;

(b) in relation to subsection (5)(b), a comparison between the overall position after the

giving of the direction and the overall position before it was given.

Notes

1

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(8)(a) (April 1, 2013: substitution has effect on April 1,

2013 as SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(8)(b) (April 1, 2013: substitution has effect on

April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

3

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(8)(c) (April 1, 2013: substitution has effect on April 1,

2013 as SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

4 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(8)(d) (April 1, 2013: substitution has effect on

April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

5

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(8)(e) (April 1, 2013: substitution has effect on April 1,

2013 as SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

6 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(8)(f) (April 1, 2013: substitution has effect on

April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

7 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(8)(g)(i) (April 1, 2013: substitution has effect

on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

8 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(8)(g)(ii) (April 1, 2013: substitution has effect

on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

9 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(8)(h) (April 1, 2013: substitution has effect on

April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

10 S.319(10)-(10A) substituted for s.319(10) by Financial Services Act 2012 c. 21 Pt 2 s.40(8)(i) (April 1, 2013:

substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in 2012 c.21

Sch.20 para.7)

Commencement

Pt XIX s. 319(1)-(11)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XIX s. 319(1)-(11)(b): United Kingdom 

Former underwriting members

Law In Force

320.— Former underwriting members.

(1) A former underwriting member may carry out each contract of insurance that he has underwritten

at Lloyd's whether or not he is an authorised person.

(2) If he is an authorised person, any [ Part 4A permission ]

1

 that he has does not extend to his

activities in carrying out any of those contracts.

Financial Services and Markets Act 2000 Page 588
(3) [ The PRA ]

2

 may impose on a former underwriting member such requirements as appear to

it to be appropriate for the purpose of protecting policyholders against the risk that he may not be

able to meet his liabilities.

(4) A person on whom a requirement is imposed may refer the matter to the Tribunal.

[ (5) In the event that the activity of effecting or carrying out contracts of insurance as principal is

not to any extent a PRA-regulated activity, the function conferred on the PRA by subsection (3) is

exercisable instead by the FCA.

(6) Accordingly, in that case—

(a) references in section 321 to the PRA are to be read as references to the FCA, and

(b) the reference in section 321(13) to the FCA is to be read as a reference to the PRA.

]

3

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(9)(a) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(9)(b) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Pt 2 s.40(9)(c) (April 1, 2013)

Commencement

Pt XIX s. 320(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt XIX s. 320(3)-(4): September 3, 2001 for the purposes of requirements taking effect not sooner than December 1,

2001, the coming into force date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632

art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XIX s. 320(1)-(6)(b): United Kingdom 

Law In Force

321.— Requirements imposed under section 320.

(1) A requirement imposed under section 320 takes effect–

(a) immediately, if the notice given under subsection (2) states that that is the case;

(b) in any other case, on such date as may be specified in that notice.

(2) If [ the PRA ]

1

 proposes to impose a requirement on a former underwriting member (“A”)

under section 320, or imposes such a requirement on him which takes effect immediately, it must

give him written notice.

(3) The notice must–

(a) give details of the requirement;

(b) state [ the PRA's]

2

 reasons for imposing it;

(c) inform A that he may make representations to the [ PRA ]

3

 within such period as may

be specified in the notice (whether or not he has referred the matter to the Tribunal);

(d) inform him of the date on which the requirement took effect or will take effect; and

(e) inform him of his right to refer the matter to the Tribunal.

(4) The [ PRA ]

3

 may extend the period allowed under the notice for making representations.

Financial Services and Markets Act 2000 Page 589
(5) If, having considered any representations made by A, the [ PRA ]

3

 decides–

(a) to impose the proposed requirement, or

(b) if it has been imposed, not to revoke it,

it must give him written notice.

(6) If the [ PRA ]

3

 decides–

(a) not to impose a proposed requirement, or

(b) to revoke a requirement that has been imposed,

it must give A written notice.

(7) If the [ PRA ]

3

 decides to grant an application by A for the variation or revocation of a

requirement, it must give him written notice of its decision.

(8) If the [ PRA ]

3

 proposes to refuse an application by A for the variation or revocation of a

requirement it must give him a warning notice.

(9) If the [ PRA ]

3

 , having considered any representations made in response to the warning notice,

decides to refuse the application, it must give A a decision notice.

(10) A notice given under–

(a) subsection (5), or

(b) subsection (9) in the case of a decision to refuse the application,

must inform A of his right to refer the matter to the Tribunal.

(11) If the [ PRA ]

3

 decides to refuse an application for a variation or revocation of the requirement,

the applicant may refer the matter to the Tribunal.

(12) If a notice informs a person of his right to refer a matter to the Tribunal, it must give an

indication of the procedure on such a reference.

[ (13) Before giving a notice under any provision of this section, the PRA must consult the FCA. ]

4

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(10)(a) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(10)(b) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(10)(c) (April 1, 2013)

4 Added by Financial Services Act 2012 c. 21 Pt 2 s.40(10)(d) (April 1, 2013)

Commencement

Pt XIX s. 321(1)-(12): September 3, 2001 for the purposes of requirements taking effect not sooner than December 1,

2001, the coming into force date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632

art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XIX s. 321(1)-(13): United Kingdom 

Financial Services and Markets Act 2000 Page 590
Law In Force

322.— Rules applicable to former underwriting members.

(1) [ The PRA ]

1

 may make rules imposing such requirements on persons to whom the rules apply

as appear to it to be appropriate for protecting policyholders against the risk that those persons may

not be able to meet their liabilities.

(2) The rules may apply to–

(a) former underwriting members generally; or

(b) to a class of former underwriting member specified in them.

(3) Section 319 applies to the making of proposed rules under this section as it applies to the giving

of a proposed direction under section 316.

(4) [ Part 9A (except sections 137T, 138F, 138G and 138H) ]

2

 does not apply to rules made under

this section.

[ (5) In the event that the activity of effecting or carrying out contracts of insurance as principal is

not to any extent a PRA regulated activity, the function conferred on the PRA by subsection (1) is

exercisable instead by the FCA. ]

3

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(11)(a) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.40(11)(b) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Pt 2 s.40(11)(c) (April 1, 2013)

Commencement

Pt XIX s. 322(1)-(4): June 18, 2001 for the purpose of making rules coming into force not sooner than December 1,

2001, the day on which 2000 c.8 s.19 came into force; December 1, 2001 otherwise (SI 2001/1820 art. 2, Sch. 1 para.

1; SI 2001/3538 art. 2(1))

Extent

Pt XIX s. 322(1)-(5): United Kingdom 

Transfers of business done at Lloyd's

Law In Force

323. Transfer schemes.

The Treasury may by order provide for the application of any provision of Part VII (with or without

modification) in relation to schemes for the transfer of the whole or any part of the business carried

on by one or more [ underwriting members of the Society or by one or more persons who have

ceased to be such a member (whether before, on or after 24th December 1996) ]

1

 .

Notes

1 Words substituted by Financial Services and Markets Act 2000 (Amendment of section 323) Regulations 2008/1469

reg.2 (June 30, 2008)

Financial Services and Markets Act 2000 Page 591
Commencement

Pt XIX s. 323: June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XIX s. 323: United Kingdom 

Supplemental

Law In Force

324.— Interpretation of this Part.

(1) In this Part–

“arranging deals”, in relation to the investments to which this Part applies, has the same

meaning as in paragraph 3 of Schedule 2;

“former underwriting member” means a person ceasing to be an underwriting member of

the Society on, or at any time after, 24 December 1996; and

“participation in Lloyd's syndicates”, in relation to the secondary market activity, means

the investment described in sub-paragraph (1) of paragraph 21 of Schedule 2.

(2) A term used in this Part which is defined in Lloyd's Act 1982 has the same meaning as in that

Act.

Commencement

Pt XIX s. 324(1)-(2): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XIX s. 324(1)-(2): United Kingdom 

PART XX

PROVISION OF FINANCIAL SERVICES BY MEMBERS OF THE PROFESSIONS

Law In Force

325.— [ FCA's]

1

 general duty.

(1) The [ FCA ]

2

 must keep itself informed about–

(a) the way in which designated professional bodies supervise and regulate the carrying

on of exempt regulated activities by members of the professions in relation to which they

are established;

(b) the way in which such members are carrying on exempt regulated activities.

(2) In this Part–

“exempt regulated activities” means regulated activities which may, as a result of this Part,

be carried on by members of a profession which is supervised and regulated by a designated

professional body without breaching the general prohibition; and

Financial Services and Markets Act 2000 Page 592
“members”, in relation to a profession, means persons who are entitled to practise the

profession in question and, in practising it, are subject to the rules of the body designated

in relation to that profession, whether or not they are members of that body.

(3) The [ FCA ]

2

 must keep under review the desirability of exercising any of its powers under

this Part.

(4) Each designated professional body must co-operate with the [ FCA ]

2

 , by the sharing of

information and in other ways, in order to enable the [ FCA ]

2

 to perform its functions under this

Part.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.16 para.1(b) (April 1, 2013)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.16 para.1(a) (April 1, 2013)

Commencement

Pt XX s. 325(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt XX s. 325(4): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XX s. 325(1)-(4): United Kingdom 

Law In Force

326.— Designation of professional bodies.

(1) The Treasury may by order designate bodies for the purposes of this Part.

(2) A body designated under subsection (1) is referred to in this Part as a designated professional

body.

(3) The Treasury may designate a body under subsection (1) only if they are satisfied that–

(a) the basic condition, and

(b) one or more of the additional conditions, are met in relation to it.

(4) The basic condition is that the body has rules applicable to the carrying on by members of the

profession in relation to which it is established of regulated activities which, if the body were to

be designated, would be exempt regulated activities.

(5) The additional conditions are that–

(a) the body has power under any enactment to regulate the practice of the profession;

(b) being a member of the profession is a requirement under any enactment for the exercise

of particular functions or the holding of a particular office;

(c) the body has been recognised for the purpose of any enactment other than this Act and

the recognition has not been withdrawn;

(d) the body is established in an EEA State other than the United Kingdom and in that

State–

(i) the body has power corresponding to that mentioned in paragraph (a);

(ii) there is a requirement in relation to the body corresponding to that mentioned

in paragraph (b); or

Financial Services and Markets Act 2000 Page 593
(iii) the body is recognised in a manner corresponding to that mentioned in paragraph

(c).

(6) “Enactment”includes an Act of the Scottish Parliament, Northern Ireland legislation and

subordinate legislation (whether made under an Act, an Act of the Scottish Parliament or Northern

Ireland legislation).

(7) “Recognised” means recognised by–

(a) a Minister of the Crown;

(b) the Scottish Ministers;

(c) a Northern Ireland Minister;

(d) a Northern Ireland department or its head.

Commencement

Pt XX s. 326(1)-(7)(d): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XX s. 326(1)-(7)(d): United Kingdom 

Law In Force

327.— Exemption from the general prohibition.

(1) The general prohibition does not apply to the carrying on of a regulated activity by a person

(“P”) if–

(a) the conditions set out in subsections (2) to (7) are satisfied; and

(b) there is not in force–

(i) a direction under section 328, or

(ii) an order under section 329,

which prevents this subsection from applying to the carrying on of that activity by him.

(2) P must be–

(a) a member of a profession; or

(b) controlled or managed by one or more such members.

(3) P must not receive from a person other than his client any pecuniary reward or other advantage,

for which he does not account to his client, arising out of his carrying on of any of the activities.

(4) The manner of the provision by P of any service in the course of carrying on the activities must

be incidental to the provision by him of professional services.

(5) P must not carry on, or hold himself out as carrying on, a regulated activity other than–

(a) one which rules made as a result of section 332(3) allow him to carry on; or

(b) one in relation to which he is an exempt person.

(6) The activities must not be of a description, or relate to an investment of a description, specified

in an order made by the Treasury for the purposes of this subsection.

(7) The activities must be the only regulated activities carried on by P (other than regulated activities

in relation to which he is an exempt person).

(8) “Professional services” means services–

Financial Services and Markets Act 2000 Page 594
(a) which do not constitute carrying on a regulated activity, and

(b) the provision of which is supervised and regulated by a designated professional body.

Commencement

Pt XX s. 327(1)-(5)(b), (7)-(8)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt XX s. 327(6): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XX s. 327(1)-(8)(b): United Kingdom 

P Partially In Force

328.— Directions in relation to the general prohibition.

(1) The [ FCA ]

1

 may direct that section 327(1) is not to apply to the extent specified in the

direction.

(2) A direction under subsection (1)–

(a) must be in writing;

(b) may be given in relation to different classes of person or different descriptions of

regulated activity.

(3) A direction under subsection (1) must be published in the way appearing to the [ FCA ]

1

 to

be best calculated to bring it to the attention of the public.

(4) The [ FCA ]

1

 may charge a reasonable fee for providing a person with a copy of the direction.

(5) The [ FCA ]

1

 must, without delay, give the Treasury a copy of any direction which it gives

under this section.

[ (6) The [ FCA ]

1

 may exercise the power conferred by subsection (1) only if it is satisfied either–

(a) that it is desirable to do so in order to protect the interests of clients; or

(b) that it is necessary to do so in order to comply with [ an EU ]

3

 obligation imposed by

the insurance mediation directive [ or Directive 2008/48/EC of the European Parliament

and of the Council of 23 April 2008 on credit agreements for consumers and repealing

Council Directive 87/102/EEC5]

4

 .

]

2

(7) In considering whether it is [satisfied of the matter specified in subsection (6)(a) ]

6

 , the

[ FCA ]

1

 must have regard amongst other things to the effectiveness of any arrangements made by

any designated professional body–

(a) for securing compliance with rules made under section 332(1);

(b) for dealing with complaints against its members in relation to the carrying on by them

of exempt regulated activities;

(c) in order to offer redress to clients who suffer, or claim to have suffered, loss as a result

of misconduct by its members in their carrying on of exempt regulated activities;

(d) for co-operating with the [ FCA ]

1

 under section 325(4).

(8) In this Part “clients” means–

Financial Services and Markets Act 2000 Page 595
(a) persons who use, have used or are or may be contemplating using, any of the services

provided by a member of a profession in the course of carrying on exempt regulated

activities;

(b) persons who have rights or interests which are derived from, or otherwise attributable

to, the use of any such services by other persons; or

(c) persons who have rights or interests which may be adversely affected by the use of any

such services by persons acting on their behalf or in a fiduciary capacity in relation to them.

(9) If a member of a profession is carrying on an exempt regulated activity in his capacity as a

trustee, the persons who are, have been or may be beneficiaries of the trust are to be treated as

persons who use, have used or are or may be contemplating using services provided by that person

in his carrying on of that activity.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.16 para.2 (April 1, 2013)

2

Substituted by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 3 reg.9(a)

(January 14, 2005)

3 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(e) (April 22, 2011)

4 Words inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(12) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

5 OJ L 133/66 22.5.2008 p.1.

6 Words substituted by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 3

reg.9(b) (January 14, 2005)

Commencement

Pt XX s. 328(1)-(9): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XX s. 328(1)-(9): United Kingdom 

Law In Force

329.— Orders in relation to the general prohibition.

(1) Subsection (2) applies if it appears to the [ FCA ]

1

 that a person to whom, as a result of section

327(1), the general prohibition does not apply is not a fit and proper person to carry on regulated

activities in accordance with that section.

(2) The [ FCA ]

1

 may make an order disapplying section 327(1) in relation to that person to the

extent specified in the order.

(3) The [ FCA ]

1

 may, on the application of the person named in an order under subsection (1),

vary or revoke it.

(4) “Specified” means specified in the order.

(5) If a partnership is named in an order under this section, the order is not affected by any change

in its membership.

(6) If a partnership named in an order under this section is dissolved, the order continues to have

effect in relation to any partnership which succeeds to the business of the dissolved partnership.

Financial Services and Markets Act 2000 Page 596
(7) For the purposes of subsection (6), a partnership is to be regarded as succeeding to the business

of another partnership only if–

(a) the members of the resulting partnership are substantially the same as those of the former

partnership; and

(b) succession is to the whole or substantially the whole of the business of the former

partnership.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.16 para.3 (April 1, 2013)

Commencement

Pt XX s. 329(1)-(7)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XX s. 329(1)-(7)(b): United Kingdom 

Law In Force

330.— Consultation.

(1) Before giving a direction under section 328(1) , the [ FCA ]

1

 must publish a draft of the proposed

direction.

(2) The draft must be accompanied by–

(a) a cost benefit analysis; and

(b) notice that representations about the proposed direction may be made to the [ FCA ]

1

within a specified time.

(3) Before giving the proposed direction, the [ FCA ]

1

 must have regard to any representations

made to it in accordance with subsection (2)(b).

(4) If the [ FCA ]

1

 gives the proposed direction it must publish an account, in general terms, of–

(a) the representations made to it in accordance with subsection (2)(b); and

(b) its response to them.

(5) If the direction differs from the draft published under subsection (1) in a way which is, in the

opinion of the [ FCA ]

1

 , significant–

(a) the [ FCA ]

1

 must (in addition to complying with subsection (4)) publish details of the

difference; and

(b) those details must be accompanied by a cost benefit analysis.

(6) Subsections (1) to (5) do not apply if the [ FCA ]

1

 considers that the delay involved in complying

with them would prejudice the interests of consumers.

(7) Neither subsection (2)(a) nor subsection (5)(b) applies if the [ FCA ]

1

 considers–

(a) that, making the appropriate comparison, there will be no increase in costs; or

(b) that, making that comparison, there will be an increase in costs but the increase will be

of minimal significance.

(8) The [ FCA ]

1

 may charge a reasonable fee for providing a person with a copy of a draft published

under subsection (1).

Financial Services and Markets Act 2000 Page 597
(9) When the [ FCA ]

1

 is required to publish a document under this section it must do so in the

way appearing to it to be best calculated to bring it to the attention of the public.

[ (10) “Cost benefit analysis” means—

(a) an analysis of the costs together with an analysis of the benefits that will arise—

(i) if the proposed direction is given, or

(ii) if subsection (5)(b) applies, from the direction that has been given, and

(b) subject to subsection (10A), an estimate of those costs and of those benefits.

(10A) If, in the opinion of the FCA—

(a) the costs or benefits referred to in subsection (10) cannot reasonably be estimated, or

(b) it is not reasonably practicable to produce an estimate,

the cost benefit analysis need not estimate them, but must include a statement of the FCA's opinion

and an explanation of it.

]

2

(11) “The appropriate comparison” means–

(a) in relation to subsection (2)(a), a comparison between the overall position if the direction

is given and the overall position if it is not given;

(b) in relation to subsection (5)(b), a comparison between the overall position after the

giving of the direction and the overall position before it was given.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.16 para.4(a) (April 1, 2013: substitution has effect on

April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

2

S.330(10)-(10A) substituted for s.330(10) by Financial Services Act 2012 c. 21 Sch.16 para.4(b) (April 1, 2013:

substitution has effect on April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Commencement

Pt XX s. 330(1)-(11)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XX s. 330(1)-(11)(b): United Kingdom 

Law In Force

331.— Procedure on making or varying orders under section 329.

(1) If the [ FCA ]

1

 proposes to make an order under section 329, it must give the person concerned

a warning notice.

(2) The warning notice must set out the terms of the proposed order.

(3) If the [ FCA ]

1

 decides to make an order under section 329, it must give the person concerned

a decision notice.

(4) The decision notice must–

(a) name the person to whom the order applies;

(b) set out the terms of the order; and

(c) be given to the person named in the order.

Financial Services and Markets Act 2000 Page 598
(5) Subsections (6) to (8) apply to an application for the variation or revocation of an order under

section 329.

(6) If the [ FCA ]

1

 decides to grant the application, it must give the applicant written notice of its

decision.

(7) If the [ FCA ]

1

 proposes to refuse the application, it must give the applicant a warning notice.

(8) If the [ FCA ]

1

 decides to refuse the application, it must give the applicant a decision notice.

(9) A person–

(a) against whom the [ FCA ]

1

 have decided to make an order under section 329, or

(b) whose application for the variation or revocation of such an order the [ FCA ]

1

 had

decided to refuse,

may refer the matter to the Tribunal.

(10) The [ FCA ]

1

 may not make an order under section 329 unless–

(a) the period within which the decision to make to the order may be referred to the Tribunal

has expired and no such reference has been made; or

(b) if such a reference has been made, the reference has been determined.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.16 para.5 (April 1, 2013)

Commencement

Pt XX s. 331(1)-(10)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XX s. 331(1)-(10)(b): United Kingdom 

Law In Force

332.— Rules in relation to persons to whom the general prohibition does not apply.

(1) The [ FCA ]

1

 may make rules applicable to persons to whom, as a result of section 327(1), the

general prohibition does not apply.

(2) The power conferred by subsection (1) is to be exercised for the purpose of ensuring that clients

are aware that such persons are not authorised persons.

(3) A designated professional body must make rules–

(a) applicable to members of the profession in relation to which it is established who are

not authorised persons; and

(b) governing the carrying on by those members of regulated activities (other than regulated

activities in relation to which they are exempt persons).

(4) Rules made in compliance with subsection (3) must be designed to secure that, in providing a

particular professional service to a particular client, the member carries on only regulated activities

which arise out of, or are complementary to, the provision by him of that service to that client.

(5) Rules made by a designated professional body under subsection (3) require the approval of the

[ FCA ]

1

 .

Financial Services and Markets Act 2000 Page 599
Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.16 para.6 (April 1, 2013)

Commencement

Pt XX s. 332(1)-(5): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XX s. 332(1)-(5): United Kingdom 

Law In Force

333.— False claims to be a person to whom the general prohibition does not apply.

(1) A person who–

(a) describes himself (in whatever terms) as a person to whom the general prohibition does

not apply, in relation to a particular regulated activity, as a result of this Part, or

(b) behaves, or otherwise holds himself out, in a manner which indicates (or which is

reasonably likely to be understood as indicating) that he is such a person,

is guilty of an offence if he is not such a person.

(2) In proceedings for an offence under this section it is a defence for the accused to show that he

took all reasonable precautions and exercised all due diligence to avoid committing the offence.

(3) A person guilty of an offence under this section is liable on summary conviction to imprisonment

for a term not exceeding six months or a fine not exceeding level 5 on the standard scale, or both.

(4) But where the conduct constituting the offence involved or included the public display of any

material, the maximum fine for the offence is level 5 on the standard scale multiplied by the number

of days for which the display continued.

Commencement

Pt XX s. 333(1)-(4): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XX s. 333(1)-(4): United Kingdom 

PART XXI

MUTUAL SOCIETIES

Friendly societies

Law In Force

334.— The Friendly Societies Commission.

(1)-(2) [...]1

Financial Services and Markets Act 2000 Page 600
(3) The enactments relating to friendly societies which are mentioned in Part I of Schedule 18 are

amended as set out in that Part.

(4) Part II of Schedule 18–

(a) removes certain restrictions on the ability of incorporated friendly societies to form

subsidiaries and control corporate bodies; and

(b) makes connected amendments.

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 3 s.54(1)(a) (April 1, 2013: repeal has effect on April 1, 2013

as SI 2013/423 subject to savings as specified in 2012 c.21 s.54(2))

Commencement

Pt XXI s. 334(1)-(2): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Pt XXI s. 334(3)-(4)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXI s. 334(1)-(4)(b): United Kingdom 

R Repealed

335.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 3 s.54(1)(b) (April 1, 2013: repeal has effect on April 1, 2013

as SI 2013/423 subject to savings as specified in 2012 c.21 s.54(2))

Building societies

R Repealed

336.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 3 s.54(1)(c) (April 1, 2013: repeal has effect on April 1, 2013

as SI 2013/423 subject to savings as specified in 2012 c.21 s.54(2))

R Repealed

337. [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 3 s.54(1)(d) (April 1, 2013: repeal has effect on April 1, 2013

as SI 2013/423 subject to savings as specified in 2012 c.21 s.54(2))

Financial Services and Markets Act 2000 Page 601
Industrial and provident societies and credit unions

R Repealed

338.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 3 s.54(1)(e) (April 1, 2013: repeal has effect on April 1, 2013

as SI 2013/423 subject to savings as specified in 2012 c.21 s.54(2))

Supplemental

R Repealed

339.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 3 s.54(1)(f) (April 1, 2013: repeal has effect on April 1, 2013

as SI 2013/423 subject to savings as specified in 2012 c.21 s.54(2))

PART XXII

AUDITORS AND ACTUARIES

[ General duties of PRA ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.13 para.2 (January 24, 2013 in relation to the preparation and

issue of a code of practice under 2000 c.8 s.339A; April 1, 2013 otherwise)

Law In Force

[ 339A General duties of PRA in relation to auditors

(1) The arrangements maintained by the PRA under section 2K (supervision of PRA-authorised

persons) must include arrangements for—

(a) the sharing with auditors of PRA-authorised persons of information that the PRA is not

prevented from disclosing, and

(b) the exchange of opinions with auditors of PRA-authorised persons.

(2) The PRA must issue and maintain a code of practice describing how it will comply with

subsection (1).

(3) The PRA may at any time alter or replace a code issued under this section.

(4) If a code is altered or replaced, the PRA must issue the altered or replacement code.

(5) When the PRA issues a code under this section the PRA must—

(a) give a copy of the code to the Treasury, and

Financial Services and Markets Act 2000 Page 602
(b) publish the code in such manner as the PRA thinks fit.

(6) The Treasury must lay before Parliament a copy of the code.

(7) “Auditor” means an auditor appointed under or as a result of a statutory provision.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.13 para.2 (January 24, 2013 in relation to the preparation and

issue of a code of practice under 2000 c.8 s.339A; April 1, 2013 otherwise)

Extent

Pt XXII s. 339A(1)-(7): United Kingdom 

Appointment

Law In Force

340.— Appointment.

(1) [ The appropriate regulator may make rules requiring ]

1

 an authorised person, or an authorised

person falling within a specified class–

(a) to appoint an auditor, or

(b) to appoint an actuary,

if he is not already under an obligation to do so imposed by another enactment.

(2) [ The appropriate regulator may make rules requiring ]

2

 an authorised person, or an authorised

person falling within a specified class–

(a) to produce periodic financial reports; and

(b) to have them reported on by an auditor or an actuary.

[ (3A) The PRA—

(a) must make rules imposing on auditors of PRA-authorised persons such duties as may

be specified in relation to cooperation with the PRA in connection with the supervision by

the PRA of PRA-authorised persons, and

(b) may make rules—

(i) imposing such other duties on auditors of PRA authorised persons as may be

specified, and

(ii) imposing such duties on actuaries acting for PRA authorised persons as may

be specified.

(3B) The FCA may make rules imposing on auditors of, or actuaries acting for, authorised persons

such duties as may be specified. ]

3

(4) Rules under subsection (1) may make provision–

(a) specifying the manner in which and time within which an auditor or actuary is to be

appointed;

(b) requiring the [ regulator making the rules]

4

 to be notified of an appointment;

(c) enabling the [ regulator making the rules]

4

 to make an appointment if no appointment

has been made or notified;

Financial Services and Markets Act 2000 Page 603
(d) as to remuneration;

(e) as to the term of office, removal and resignation of an auditor or actuary.

(5) An auditor or actuary appointed as a result of rules under subsection (1), or on whom duties

are imposed by rules under subsection [ (3A) or (3B) ]

5

 –

(a) must act in accordance with such provision as may be made by rules; and

(b) is to have such powers in connection with the discharge of his functions as may be

provided by rules.

[ (5A) In subsections (1) and (2) “the appropriate regulator” means—

(a) in the case of a PRA-authorised person, the PRA;

(b) in any other case, the FCA.

]

6

(6) In subsections (1) to [ (3B) ]

7

“auditor” or “actuary” means an auditor, or actuary, who satisfies

such requirements as to qualifications, experience and other matters (if any) as may be specified.

(7) “Specified” means specified in rules.

[ (8) The powers conferred by this section enable only the making of such rules as appear to the

regulator making them to be necessary or expedient—

(a) in the case of the FCA, for the purpose of advancing one or more of its operational

objectives, or

(b) in the case of the PRA, for the purpose of advancing any of its objectives.

]

8

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.13 para.3(2) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.13 para.3(3) (April 1, 2013)

3 Existing s.340(3) renumbered as s.340(3A)-(3B) by Financial Services Act 2012 c. 21 Sch.13 para.3(4) (April 1,

2013)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.13 para.3(5) (April 1, 2013)

5 Word substituted by Financial Services Act 2012 c. 21 Sch.13 para.3(6) (April 1, 2013)

6 Added by Financial Services Act 2012 c. 21 Sch.13 para.3(7) (April 1, 2013)

7 Word substituted by Financial Services Act 2012 c. 21 Sch.13 para.3(8) (April 1, 2013)

8 Added by Financial Services Act 2012 c. 21 Sch.13 para.3(9) (April 1, 2013)

Commencement

Pt XXII s. 340(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXII s. 340(1)-(8)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 604
Information

Law In Force

341.— Access to books etc.

(1) An appointed auditor of, or an appointed actuary acting for, an authorised person–

(a) has a right of access at all times to the authorised person's books, accounts and vouchers;

and

(b) is entitled to require from the authorised person's officers such information and

explanations as he reasonably considers necessary for the performance of his duties as

auditor or actuary.

(2) “Appointed” means appointed under or as a result of this Act.

Commencement

Pt XXII s. 341(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXII s. 341(1)-(2): United Kingdom 

Law In Force

342.— Information given by auditor or actuary to [ a regulator ]

1

 .

(1) This section applies to a person who is, or has been, an auditor of an authorised person [ or

recognised investment exchange, ]

2

 appointed under or as a result of a statutory provision.

(2) This section also applies to a person who is, or has been, an actuary acting for an authorised

person and appointed under or as a result of a statutory provision.

(3) An auditor or actuary does not contravene any duty to which he is subject merely because he

gives to [ a regulator ]

3

 –

(a) information on a matter of which he has, or had, become aware in his capacity as auditor

of, or actuary acting for, the authorised person [ or recognised investment exchange ]

4

 ,

or

(b) his opinion on such a matter,

if he is acting in good faith and he reasonably believes that the information or opinion is relevant

to any functions of [ that regulator ]

5

 .

(4) Subsection (3) applies whether or not the auditor or actuary is responding to a request from

the [ regulator ]

6

 .

(5) The Treasury may make regulations prescribing circumstances in which an auditor or actuary

must communicate matters to [ a regulator ]

1

 as mentioned in subsection (3).

(6) It is the duty of an auditor or actuary to whom any such regulations apply to communicate a

matter to [ a regulator ]

1

 in the circumstances prescribed by the regulations.

(7) The matters to be communicated to [ a regulator ]

1

 in accordance with the regulations may

include matters relating to persons other than the authorised person [ or recognised investment

exchange ]

7

 concerned.

Financial Services and Markets Act 2000 Page 605
Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.13 para.4(6) (April 1, 2013)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.13 para.4(2) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.13 para.4(3)(a) (April 1, 2013)

4 Words inserted by Financial Services Act 2012 c. 21 Sch.13 para.4(3)(b) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.13 para.4(3)(c) (April 1, 2013)

6 Word substituted by Financial Services Act 2012 c. 21 Sch.13 para.4(4) (April 1, 2013)

7 Words inserted by Financial Services Act 2012 c. 21 Sch.13 para.4(5) (April 1, 2013)

Commencement

Pt XXII s. 342(1)-(4), (6)-(7): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt XXII s. 342(5): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXII s. 342(1)-(7): United Kingdom 

Law In Force

343.— Information given by auditor or actuary to [ a regulator ]

1

 : persons with close links.

(1) This section applies to a person who–

(a) is, or has been, an auditor of an authorised person [ or recognised investment

exchange, ]

2

 appointed under or as a result of a statutory provision; and

(b) is, or has been, an auditor of a person (“CL”) who has close links with the authorised

person [ or recognised investment exchange ]

3

 .

(2) This section also applies to a person who–

(a) is, or has been, an actuary acting for an authorised person and appointed under or as a

result of a statutory provision; and

(b) is, or has been, an actuary acting for a person (“CL”) who has close links with the

authorised person.

(3) An auditor or actuary does not contravene any duty to which he is subject merely because he

gives to [ a regulator ]

4

 –

(a) information on a matter concerning the authorised person [ or recognised investment

exchange ]

5

 of which he has, or had, become aware in his capacity as auditor of, or actuary

acting for, CL, or

(b) his opinion on such a matter,

if he is acting in good faith and he reasonably believes that the information or opinion is relevant

to any functions of [ that regulator ]

6

 .

(4) Subsection (3) applies whether or not the auditor or actuary is responding to a request from

the [ regulator ]

7

 .

(5) The Treasury may make regulations prescribing circumstances in which an auditor or actuary

must communicate matters to [ a regulator ]

1

 as mentioned in subsection (3).

(6) It is the duty of an auditor or actuary to whom any such regulations apply to communicate a

matter to [ a regulator ]

1

 in the circumstances prescribed by the regulations.

Financial Services and Markets Act 2000 Page 606
(7) The matters to be communicated to [ a regulator ]

1

 in accordance with the regulations may

include matters relating to persons other than the authorised person [ or recognised investment

exchange ]

8

 concerned.

(8) CL has close links with the authorised person [ or recognised investment exchange ]

9

 concerned

(“A”) if CL is–

(a) a parent undertaking of A;

(b) a subsidiary undertaking of A;

(c) a parent undertaking of a subsidiary undertaking of A; or

(d) a subsidiary undertaking of a parent undertaking of A.

(9) “Subsidiary undertaking”includes all the instances mentioned in Article 1(1) and (2) of the

Seventh Company Law Directive in which an entity may be a subsidiary of an undertaking.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.13 para.5(7) (April 1, 2013)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.13 para.5(2)(a) (April 1, 2013)

3 Words inserted by Financial Services Act 2012 c. 21 Sch.13 para.5(2)(b) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.13 para.5(3)(a) (April 1, 2013)

5 Words inserted by Financial Services Act 2012 c. 21 Sch.13 para.5(3)(b) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.13 para.5(3)(c) (April 1, 2013)

7 Word substituted by Financial Services Act 2012 c. 21 Sch.13 para.5(4) (April 1, 2013)

8 Words inserted by Financial Services Act 2012 c. 21 Sch.13 para.5(5) (April 1, 2013)

9 Words inserted by Financial Services Act 2012 c. 21 Sch.13 para.5(6) (April 1, 2013)

Commencement

Pt XXII s. 343(1)-(4), (6)-(9): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt XXII s. 343(5): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXII s. 343(1)-(9): United Kingdom 

Law In Force

344.— Duty of auditor or actuary resigning etc. to give notice.

(1) This section applies to an auditor or actuary to whom section 342 applies.

(2) He must without delay notify the [ appropriate regulator ]

1

 if he–

(a) is removed from office by an authorised person [ or recognised investment exchange ]

2

;

(b) resigns before the expiry of his term of office with such a person; or

(c) is not re-appointed by such a person.

(3) If he ceases to be an auditor of, or actuary acting for, such a person, he must without delay

notify the [ appropriate regulator ]

1

 –

(a) of any matter connected with his so ceasing which he thinks ought to be drawn to the

[ regulator's]

3

 attention; or

(b) that there is no such matter.

Financial Services and Markets Act 2000 Page 607
[ (4) In this section “the appropriate regulator” means—

(a) in the case of an auditor of, or an actuary acting for, a PRA-authorised person, the PRA;

(b) in any other case, the FCA.

]

4

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.13 para.6(2) (April 1, 2013)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.13 para.6(3) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.13 para.6(4) (April 1, 2013)

4 Added by Financial Services Act 2012 c. 21 Sch.13 para.6(5) (April 1, 2013)

Commencement

Pt XXII s. 344(1)-(3)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXII s. 344(1)-(4)(b): United Kingdom 

[ Disciplinary measures]

1

Notes

1

Ss 345-345E substituted for s.345 by Financial Services Act 2012 c. 21 Sch.13 para.7(1) (January 24, 2013:

substitution has effect on January 24, 2013 as specified in SI 2013/113 in relation to the preparation and issue of

a statement of policy under 2000 c.8 s.345D subject to transitional provisions specified in 2012 c.21 Sch.20 para.7;

April 1, 2013 subject to transitional provisions specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 345 Disciplinary measures: FCA

(1) Subsection (2) applies if it appears to the FCA that an auditor or actuary to whom section 342

applies—

(a) has failed to comply with a duty imposed on the auditor or actuary by rules made by

the FCA, or

(b) has failed to comply with a duty imposed under this Act to communicate information

to the FCA.

(2) The FCA may do one or more of the following—

(a) disqualify the auditor or actuary from being the auditor of, or (as the case may be) from

acting as an actuary for, any authorised person or any particular class of authorised person;

(b) disqualify the auditor from being the auditor of any recognised investment exchange

or any particular class of recognised investment exchange;

(c) publish a statement to the effect that it appears to the FCA that the auditor or (as the

case may be) actuary has failed to comply with the duty;

(d) impose on the auditor or actuary a penalty, payable to the FCA, of such amount as the

FCA considers appropriate.

Financial Services and Markets Act 2000 Page 608
(3) If an auditor or actuary has been disqualified by the PRA under section 345A(4)(a), the FCA

may disqualify the auditor or actuary, so long as the disqualification under that provision remains

in force, from being the auditor of, or (as the case may be) from acting as an actuary for—

(a) any FCA-authorised person,

(b) any particular class of FCA-authorised person,

(c) any recognised investment exchange, or

(d) any particular class of recognised investment exchange.

(4) In subsection (3) “FCA-authorised person” means an authorised person who is not a

PRA-authorised person.

(5) Where under subsection (2) or (3) the FCA disqualifies a person from being the auditor of an

authorised person or recognised investment exchange or class of authorised person or recognised

investment exchange and that authorised person or recognised investment exchange is also, or any

person within that class is also, a recognised clearing house, the FCA must —

(a) notify the Bank of England, and

(b) notify the disqualified person that it has made a notification under paragraph (a).

(6) The FCA may remove any disqualification imposed under paragraph (a) or (b) of subsection

(2) if satisfied that the disqualified person will in future comply with the duty in question.

(7) The FCA may at any time remove any disqualification imposed under subsection (3).

]

1

Notes

1

Ss 345-345E substituted for s.345 by Financial Services Act 2012 c. 21 Sch.13 para.7(1) (January 24, 2013:

substitution has effect on January 24, 2013 as specified in SI 2013/113 in relation to the preparation and issue of

a statement of policy under 2000 c.8 s.345D subject to transitional provisions specified in 2012 c.21 Sch.20 para.7;

April 1, 2013 subject to transitional provisions specified in 2012 c.21 Sch.20 para.7 otherwise)

Commencement

Pt XXII s. 345(1)-(5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXII s. 345(1)-(7): United Kingdom 

Law In Force

[ 345A Disciplinary measures: PRA

(1) The following provisions of this section have effect only if the Treasury, by order made after

consultation with the PRA, so provide.

(2) Subsection (3) applies if it appears to the PRA that an auditor or actuary to whom section 342

applies—

(a) has failed to comply with a duty imposed on the auditor or actuary by rules made by

the PRA, or

(b) has failed to comply with a duty imposed under this Act to communicate information

to the PRA.

(3) The PRA may exercise one or more of the specified powers.

Financial Services and Markets Act 2000 Page 609
(4) The specified powers are such one or more of the following as may be specified in the order

under subsection (1)—

(a) to disqualify the auditor or actuary from being the auditor of, or (as the case may be)

from acting as an actuary for, any PRA-authorised person or any particular class of

PRAauthorised person;

(b) to publish a statement to the effect that it appears to the PRA that the auditor or (as the

case may be) actuary has failed to comply with the duty;

(c) to impose on the auditor or actuary a penalty, payable to the PRA, of such amount as

the PRA considers appropriate.

(5) Where the PRA disqualifies a person under subsection (4)(a) it must—

(a) notify the FCA, and

(b) notify the person concerned that it has made a notification under paragraph (a).

(6) Where the PRA disqualifies a person from being the auditor of a PRA-authorised person or

class of PRA-authorised person, and that PRA-authorised person is also, or any person within that

class is also, a recognised clearing house, the PRA must, in addition to complying with subsection

(5)—

(a) notify the Bank of England, and

(b) notify the disqualified person that it has made a notification under paragraph (a).

(7) The PRA may remove any disqualification imposed under subsection (4)(a) if satisfied that the

disqualified person will in future comply with the duty in question.

]

1

Notes

1

Ss 345-345E substituted for s.345 by Financial Services Act 2012 c. 21 Sch.13 para.7(1) (January 24, 2013:

substitution has effect on January 24, 2013 as specified in SI 2013/113 in relation to the preparation and issue of

a statement of policy under 2000 c.8 s.345D subject to transitional provisions specified in 2012 c.21 Sch.20 para.7;

April 1, 2013 subject to transitional provisions specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Pt XXII s. 345A(1)-(7): United Kingdom 

Law In Force

[ 345B Procedure and right to refer to Tribunal

(1) If the FCA proposes to act under section 345(2) or the PRA proposes to act under section

345A(3), it must give the auditor or actuary to whom the action would relate a warning notice.

(2) A warning notice about a proposal to impose a penalty must state the amount of the penalty.

(3) A warning notice about a proposal to publish a statement must set out the terms of the statement.

(4) If the FCA decides to act under section 345(2) or the PRA decides to act under section 345A(3),

it must give the auditor or actuary to whom the action would relate a decision notice.

(5) A decision notice about the imposition of a penalty must state the amount of the penalty.

(6) A decision notice about the publication of a statement must set out the terms of the statement.

Financial Services and Markets Act 2000 Page 610
(7) If the FCA decides to act under section 345(2) or the PRA decides to act under section 345A(3),

the auditor or actuary concerned may refer the matter to the Tribunal.

]

1

Notes

1

Ss 345-345E substituted for s.345 by Financial Services Act 2012 c. 21 Sch.13 para.7(1) (January 24, 2013:

substitution has effect on January 24, 2013 as specified in SI 2013/113 in relation to the preparation and issue of

a statement of policy under 2000 c.8 s.345D subject to transitional provisions specified in 2012 c.21 Sch.20 para.7;

April 1, 2013 subject to transitional provisions specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Pt XXII s. 345B(1)-(7): United Kingdom 

Law In Force

[ 345C Duty on publication of statement

After a statement under section 345(2)(c) or 345A(4)(b) is published, the regulator that published

it must send a copy of the statement to—

(a) the auditor or actuary, and

(b) any person to whom a copy of the decision notice was given under section 393(4).

]

1

Notes

1

Ss 345-345E substituted for s.345 by Financial Services Act 2012 c. 21 Sch.13 para.7(1) (January 24, 2013:

substitution has effect on January 24, 2013 as specified in SI 2013/113 in relation to the preparation and issue of

a statement of policy under 2000 c.8 s.345D subject to transitional provisions specified in 2012 c.21 Sch.20 para.7;

April 1, 2013 subject to transitional provisions specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Pt XXII s. 345C(a)-(b): United Kingdom 

Law In Force

[ 345D Imposition of penalties on auditors or actuaries: statement of policy

(1) The FCA must prepare and issue a statement of its policy with respect to—

(a) the imposition of penalties under section 345(2)(d), and

(b) the amount of penalties under that provision.

(2) If by virtue of an order under section 345A(1), the PRA has power to impose penalties under

section 345A(4)(c), the PRA must prepare and issue a statement of its policy with respect to—

(a) the imposition of penalties under section 345A(4)(c), and

(b) the amount of penalties under that provision.

(3) A regulator's policy in determining what the amount of a penalty should be must include having

regard to—

(a) the seriousness of the contravention, and

(b) the extent to which the contravention was deliberate or reckless.

Financial Services and Markets Act 2000 Page 611
(4) A regulator may at any time alter or replace a statement issued under this section.

(5) If a statement issued under this section is altered or replaced, the regulator must issue the altered

or replacement statement.

(6) A regulator must, without delay, give the Treasury a copy of any statement which it publishes

under this section.

(7) A statement issued under this section must be published by the regulator in the way appearing

to the regulator to be best calculated to bring it to the attention of the public.

(8) In deciding whether to exercise a power under section 345(2)(d) in the case of any particular

contravention, the FCA must have regard to any statement of policy published by it under this

section and in force at a time when the contravention occurred.

(9) In deciding whether to exercise a power under section 345A(4)(c) in the case of any particular

contravention, the PRA must have regard to any statement of policy published by it under this

section and in force at a time when the contravention occurred.

(10) A regulator may charge a reasonable fee for providing a person with a copy of the statement.

]

1

Notes

1

Ss 345-345E substituted for s.345 by Financial Services Act 2012 c. 21 Sch.13 para.7(1) (January 24, 2013:

substitution has effect on January 24, 2013 as specified in SI 2013/113 in relation to the preparation and issue of

a statement of policy under 2000 c.8 s.345D subject to transitional provisions specified in 2012 c.21 Sch.20 para.7;

April 1, 2013 subject to transitional provisions specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Pt XXII s. 345D(1)-(10): United Kingdom 

Law In Force

[ 345E Statements of policy: procedure

(1) Before a regulator issues a statement under section 345D, the regulator must publish a draft of

the proposed statement in the way appearing to the regulator to be best calculated to bring it to the

attention of the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the regulator within a specified time.

(3) Before issuing the proposed statement, the regulator must have regard to any representations

made to it in accordance with subsection (2).

(4) If the regulator issues the proposed statement it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subsection (2), and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the

opinion of the regulator, significant, the regulator must (in addition to complying with subsection

(4)) publish details of the difference.

Financial Services and Markets Act 2000 Page 612
(6) A regulator may charge a reasonable fee for providing a person with a copy of a draft under

subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

]

1

Notes

1

Ss 345-345E substituted for s.345 by Financial Services Act 2012 c. 21 Sch.13 para.7(1) (January 24, 2013:

substitution has effect on January 24, 2013 as specified in SI 2013/113 in relation to the preparation and issue of

a statement of policy under 2000 c.8 s.345D subject to transitional provisions specified in 2012 c.21 Sch.20 para.7;

April 1, 2013 subject to transitional provisions specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Pt XXII s. 345E(1)-(7): United Kingdom 

Offence

Law In Force

346.— Provision of false or misleading information to auditor or actuary.

(1) An authorised person who knowingly or recklessly gives an appointed auditor or actuary

information which is false or misleading in a material particular is guilty of an offence and liable–

(a) on summary conviction, to imprisonment for a term not exceeding six months or a fine

not exceeding the statutory maximum, or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a

fine, or both.

(2) Subsection (1) applies equally to an officer, controller or manager of an authorised person.

(3) “Appointed” means appointed under or as a result of this Act.

Commencement

Pt XXII s. 346(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXII s. 346(1)-(3): United Kingdom 

Financial Services and Markets Act 2000 Page 613
PART XXIII

PUBLIC RECORD, DISCLOSURE OF INFORMATION AND CO-OPERATION

The public record

Law In Force

347.— The record of authorised persons etc.

(1) The [ FCA ]

1

 must maintain a record of every–

(a) person who appears to the [ FCA ]

1

 to be an authorised person;

(b) authorised unit trust scheme;

[ (ba) authorised contractual scheme; ]

2

(c) authorised open-ended investment company;

(d) recognised scheme;

(e) recognised investment exchange;

(f) [...]3

(g) individual to whom a prohibition order relates;

(h) approved person; [...]4

[ (ha) person to whom subsection (2A) applies; and ]

5

(i) person falling within such other class (if any) as the [ FCA ]

1

 may determine.

(2) The record must include such information as the [ FCA ]

1

 considers appropriate and at least

the following information–

(a) in the case of a person appearing to the [ FCA ]

1

 to be an authorised person–

(i) information as to the services which he holds himself out as able to provide; and

(ii) any address of which the [ FCA ]

1

 is aware at which a notice or other document

may be served on him;

(b) in the case of an authorised unit trust scheme, the name and address of the manager and

trustee of the scheme;

[ (ba) in the case of an authorised contractual scheme, the name and address of the operator

and depositary of the scheme; ]

6

(c) in the case of an authorised open-ended investment company, the name and address

of–

(i) the company;

(ii) if it has only one director, the director; and

(iii) its depositary (if any);

(d) in the case of a recognised scheme, the name and address of–

(i) the operator of the scheme; and

(ii) any representative of the operator in the United Kingdom;

(e) in the case of a recognised investment exchange [...]7 the name and address of the

exchange [...]8 ;

(f) in the case of an individual to whom a prohibition order relates–

(i) his name; and

(ii) details of the effect of the order;

(g) in the case of a person who is an approved person–

(i) his name;

Financial Services and Markets Act 2000 Page 614
(ii) the name of the relevant authorised person;

(iii) if the approved person is performing a controlled function under an arrangement

with a contractor of the relevant authorised person, the name of the contractor.

[ (2A) This subsection applies to—

(a) an appointed representative to whom subsection (1A) of section 39 applies for whom

the applicable register (as defined by subsection (1B) of that section) is the record maintained

by virtue of subsection (1)(ha) above;

(b) a person mentioned in subsection (1)(a) of section 39A if—

(i) the contract with an authorised person to which he is party complies with the

applicable requirements (as defined by subsection (7) of that section), and

(ii) the authorised person has accepted responsibility in writing for the person's

activities in carrying on investment services business (as defined by subsection (8)

of that section); and

(c) any person not falling within paragraph (a) or (b) in respect of whom the [ FCA ]

1

considers that a record must be maintained for the purpose of securing compliance with

Article 23.3 of the markets in financial instruments directive (registration of tied agents).

]

9

(3) If it appears to the [ FCA ]

1

 that a person in respect of whom there is an entry in the record as

a result of one of the paragraphs of subsection (1) has ceased to be a person to whom that paragraph

applies, the [ FCA ]

1

 may remove the entry from the record.

(4) But if the [ FCA ]

1

 decides not to remove the entry, it must–

(a) make a note to that effect in the record; and

(b) state why it considers that the person has ceased to be a person to whom that paragraph

applies.

(5) The [ FCA ]

1

 must–

(a) make the record available for inspection by members of the public in a legible form at

such times and in such place or places as the [ FCA ]

1

 may determine; and

(b) provide a certified copy of the record, or any part of it, to any person who asks for it–

(i) on payment of the fee (if any) fixed by the [ FCA ]

1

 ; and

(ii) in a form (either written or electronic) in which it is legible to the person asking

for it.

(6) The [ FCA ]

1

 may–

(a) publish the record, or any part of it;

(b) exploit commercially the information contained in the record, or any part of that

information.

(7) “Authorised unit trust scheme”, [ “authorised contractual scheme”, ]

10 “authorised open-ended

investment company” and “recognised scheme”have the same meaning as in Part XVII, and

associated expressions are to be read accordingly.

(8) “Approved person” means a person in relation to whom the [ FCA or the PRA ]

11 has given

its approval under section 59 and “controlled function” and “arrangement”have the same meaning

as in that section.

(9) “Relevant authorised person”has the meaning given in section 66.

Financial Services and Markets Act 2000 Page 615
Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.16(2) (April 1, 2013)

2 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(16)(a) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

3 Repealed by Financial Services Act 2012 c. 21 Sch.12(2) para.16(3) (April 1, 2013)

4 Word repealed by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.5 para.12(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

5 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.12(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

6 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(16)(b) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

7 Words repealed by Financial Services Act 2012 c. 21 Sch.12(2) para.16(4)(a) (April 1, 2013)

8 Words repealed by Financial Services Act 2012 c. 21 Sch.12(2) para.16(4)(b) (April 1, 2013)

9 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.12(c) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

10 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(16)(c) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

11 Word substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.16(5) (April 1, 2013)

Commencement

Pt XXIII s. 347(1)-(1)(i): December 1, 2001 for the purposes of enabling the Authority to maintain a record of persons

specified in SI 2001/3538 art.2(3)(a) to (c); December 1, 2001 for provisions mentioned in SI 2001/3538 art.2(1); May

1, 2002 for the purposes of requiring the Authority to maintain a record of persons who appear to the Authority to be

authorised persons who are EEA firms or Treaty firms; August 1, 2002 for the purposes of requiring the Authority to

maintain a record of persons who appear to the Authority to be authorised persons as specified in SI 2001/3538

art.2(3)(a); December 1, 2002 for the purposes of requiring the Authority to maintain a record of approved persons (SI

2001/3538 art. 2)

Pt XXIII s. 347(2)-(2)(g)(iii): December 1, 2001 for the purposes of enabling the Authority to maintain a record of

persons specified in SI 2001/3538 art.2(3)(a) to (c); December 1, 2001 for provisions specified in SI 2001/3538 art.2(1);

May 1, 2002 for the purposes of requiring the Authority to maintain a record of persons who appear to the Authority

to be authorised persons who are EEA firms or Treaty firms; August 1, 2002 for the purposes of requiring the Authority

to maintain a record of persons who appear to the Authority to be authorised persons as specified in SI 2001/3538

art.2(3)(a); December 1, 2002 for the purposes of requiring the Authority to maintain a record of approved persons (SI

2001/3538 art. 2)

Pt XXIII s. 347(3)-(9): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIII s. 347(1)-(9): United Kingdom 

Law In Force

[ 347A Duty of PRA to disclose information relevant to the record

(1) The PRA must, for the purpose of assisting the FCA to comply with its duty under section

347—

(a) notify the FCA if the information included in the record as required under section

347(2)(a) appears to the PRA to be incomplete or inaccurate,

Financial Services and Markets Act 2000 Page 616
(b) if it makes a prohibition order relating to an individual, provide the FCA with information

falling within section 347(2)(f) in relation to that order,

(c) where it is the appropriate regulator in relation to an approved person, provide the FCA

with information falling within section 347(2)(g) in relation to that approved person, and

(d) where the FCA has notified the PRA that it considers it appropriate to include in the

record information of a certain description, disclose to the FCA such information of that

description as the PRA has in its possession.

(2) The duty to provide information under this section does not apply to information which the

PRA reasonably believes is in the possession of the FCA.

(3) Subsection (1) does not require or authorise the disclosure of information whose disclosure is

prohibited by or under section 348.

(4) This section is without prejudice to any other power to disclose information.

(5) In this section references to the “record”are to the record maintained under section 347.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.12(2) para.17 (April 1, 2013)

Extent

Pt XXIII s. 347A(1)-(5): United Kingdom 

Disclosure of information

Law In Force

348.— Restrictions on disclosure of confidential information by [ FCA, PRA ]

1

 etc.

(1) Confidential information must not be disclosed by a primary recipient, or by any person obtaining

the information directly or indirectly from a primary recipient, without the consent of–

(a) the person from whom the primary recipient obtained the information; and

(b) if different, the person to whom it relates.

(2) In this Part “confidential information” means information which–

(a) relates to the business or other affairs of any person;

(b) was received by the primary recipient for the purposes of, or in the discharge of, any

functions of the [ FCA, the PRA ]

2

[...]3 or the Secretary of State under any provision made

by or under this Act; and

(c) is not prevented from being confidential information by subsection (4).

(3) It is immaterial for the purposes of subsection (2) whether or not the information was received–

(a) by virtue of a requirement to provide it imposed by or under this Act;

(b) for other purposes as well as purposes mentioned in that subsection.

(4) Information is not confidential information if–

(a) it has been made available to the public by virtue of being disclosed in any circumstances

in which, or for any purposes for which, disclosure is not precluded by this section; or

Financial Services and Markets Act 2000 Page 617
(b) it is in the form of a summary or collection of information so framed that it is not

possible to ascertain from it information relating to any particular person.

(5) Each of the following is a primary recipient for the purposes of this Part–

[ (a) the FCA;

(aa) the PRA; ]

4

(b) [...]5

(c) the Secretary of State;

(d) a person appointed [ to collect or update information under [section 166A ]

7

 or ]

6

to make a report under section 166;

(e) any person who is or has been employed by a person mentioned in paragraphs (a) to

(c);

[ (ea) a person who is or has been engaged to provide services to a person mentioned in

those paragraphs; ]

8

(f) any auditor or expert instructed by a person mentioned in those paragraphs.

(6) In subsection (5)(f) “expert”includes–

(a) a competent person appointed by [ the FCA ]

9

 under section 97;

(b) a competent person appointed by the [ FCA, the PRA ]

10 or the Secretary of State to

conduct an investigation under Part XI [ . ]

11

(c) [...]11

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.18(5) (April 1, 2013: substitution has effect

on April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20

para.9)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.18(2)(a) (April 1, 2013: substitution has

effect on April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21

Sch.20 para.9)

3 Words repealed by Financial Services Act 2012 c. 21 Sch.12(2) para.18(2)(b) (April 1, 2013: repeal has effect on

April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.9)

4

S.348(5)(a) and (aa) substituted for s.348(5)(a) by Financial Services Act 2012 c. 21 Sch.12(2) para.18(3)(a) (April

1, 2013: substitution has effect on April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 para.9)

5 Repealed by Financial Services Act 2012 c. 21 Sch.12(2) para.18(3)(b) (April 1, 2013: repeal has effect on April

1, 2013 as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.9)

6 Words inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.26 (June 8, 2010)

7 Word substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.18(3)(c) (April 1, 2013: substitution has

effect on April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21

Sch.20 para.9)

8 Added by Financial Services Act 2012 c. 21 Sch.12(2) para.18(3)(d) (April 1, 2013: insertion has effect on April

1, 2013 as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.9)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.18(4)(a) (April 1, 2013: substitution has

effect on April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21

Sch.20 para.9)

10 Word substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.18(4)(b) (April 1, 2013: substitution has

effect on April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21

Sch.20 para.9)

11 Repealed by Financial Services Act 2012 c. 21 Sch.12(2) para.18(4)(c) (April 1, 2013: repeal has effect on April

1, 2013 as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.9)

Financial Services and Markets Act 2000 Page 618
Commencement

Pt XXIII s. 348(1)-(6)(c): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXIII s. 348(1)-(6)(c): United Kingdom 

Law In Force

349.— Exceptions from section 348.

(1) Section 348 does not prevent a disclosure of confidential information which is–

(a) made for the purpose of facilitating the carrying out of a public function; and

(b) permitted by regulations made by the Treasury under this section.

(2) The regulations may, in particular, make provision permitting the disclosure of confidential

information or of confidential information of a prescribed kind–

(a) by prescribed recipients, or recipients of a prescribed description, to any person for the

purpose of enabling or assisting the recipient to discharge prescribed public functions;

(b) by prescribed recipients, or recipients of a prescribed description, to prescribed persons,

or persons of prescribed descriptions, for the purpose of enabling or assisting those persons

to discharge prescribed public functions;

(c) by the [ FCA or the PRA ]

1

 to the Treasury or the Secretary of State for any purpose;

(d) by any recipient if the disclosure is with a view to or in connection with prescribed

proceedings.

(3) The regulations may also include provision–

(a) making any permission to disclose confidential information subject to conditions (which

may relate to the obtaining of consents or any other matter);

(b) restricting the uses to which confidential information disclosed under the regulations

may be put.

[ (3A) Section 348 does not apply to–

(a) the disclosure by a recipient to which subsection (3B) applies of confidential information

disclosed to it by the [ FCA or the PRA ]

3

 in reliance on subsection (1);

(b) the disclosure of such information by a person obtaining it directly or indirectly from

a recipient to which subsection (3B) applies.

(3B) This subsection applies to–

(a) the Panel on Takeovers and Mergers;

(b) an authority designated as a supervisory authority for the purposes of Article 4.1 of the

Takeovers Directive;

(c) any other person or body that exercises public functions, under legislation in an EEA

State other than the United Kingdom, that are similar to the [ functions of the FCA or the

PRA ]

4

 or those of the Panel on Takeovers and Mergers.

]

2

(4) In relation to confidential information, each of the following is a “recipient”–

(a) a primary recipient;

(b) a person obtaining the information directly or indirectly from a primary recipient.

Financial Services and Markets Act 2000 Page 619
(5) “Public functions”includes–

(a) functions conferred by or in accordance with any provision contained in any enactment

or subordinate legislation;

(b) functions conferred by or in accordance with any provision contained in the [ EU ]

5

Treaties or any [ EU ]

6

 instrument;

(c) similar functions conferred on persons by or under provisions having effect as part of

the law of a country or territory outside the United Kingdom;

(d) functions exercisable in relation to prescribed disciplinary proceedings.

(6) “Enactment”includes–

(a) an Act of the Scottish Parliament;

(b) Northern Ireland legislation.

(7) “Subordinate legislation”has the meaning given in the Interpretation Act 1978 and also includes

an instrument made under an Act of the Scottish Parliament or under Northern Ireland legislation.

(8) [...]7

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.19(2) (April 1, 2013)

2 Added by Companies Act 2006 c. 46 Pt 28 c.1 s.964(4) (April 6, 2007 subject to transitional adaptations specified

in SI 2007/1093 art.3 and Sch.1)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.19(3) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.19(4) (April 1, 2013)

5 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(a) (April 22, 2011)

6 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(d) (April 22, 2011)

7 Repealed by Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions

and Savings) Order 2007/1093 Sch.5 para.1 (April 6, 2007)

Commencement

Pt XXIII s. 349(1)-(7): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXIII s. 349(1)-(8): United Kingdom 

Law In Force

350.— Disclosure of information by the Inland Revenue.

[ (1) No obligation as to secrecy imposed by statute or otherwise prevents the disclosure of Revenue

information to—

(a) the FCA or the PRA, if the disclosure is made for the purpose of assisting or enabling

that regulator to discharge its functions under this or any other Act, or

(b) the Secretary of State, if the disclosure is made for the purpose of assisting in the

investigation of a matter under section 168 or with a view to the appointment of an

investigator under that section.

]

1

Financial Services and Markets Act 2000 Page 620
(2) A disclosure may only be made under subsection (1) by or under the authority of the

Commissioners of Inland Revenue.

(3) Section 348 does not apply to Revenue information.

(4) Information obtained as a result of [subsection (1)(b) ]

2

 may not be used except–

(a) for the purpose of deciding whether to appoint an investigator under section 168;

(b) in the conduct of an investigation under section 168;

(c) in criminal proceedings brought against a person under this Act or the Criminal Justice

Act 1993 as a result of an investigation under section 168;

(d) for the purpose of taking action under this Act against a person as a result of an

investigation under section 168;

(e) in proceedings before the Tribunal as a result of action taken as mentioned in paragraph

(d).

(5) Information obtained as a result of subsection (1) may not be disclosed except–

(a) by or under the authority of the Commissioners of Inland Revenue;

(b) in proceedings mentioned in subsection (4)(c) or (e) or with a view to their institution.

(6) Subsection (5) does not prevent the disclosure of information obtained as a result of subsection

(1) to a person to whom it could have been disclosed under subsection (1).

(7) “Revenue information” means information held by a person which it would be an offence under

section 182 of the Finance Act 1989 for him to disclose.

Notes

1

Substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.20(2) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.20(3) (April 1, 2013)

Commencement

Pt XXIII s. 350(1)-(2), (4)-(6): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Pt XXIII s. 350(3), (7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXIII s. 350(1)-(7): United Kingdom 

R Repealed

351.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Sch.12(2) para.21 (April 1, 2013)

Law In Force

[ 351A.— Disclosure under the UCITS directive

(1) This section applies in relation to a disclosure made by a person who falls within subsection

(2) for the purpose of compliance with requirements set out in rules made by [ the FCA or the

PRA ]

2

 to implement Chapter VIII of the UCITS directive.

Financial Services and Markets Act 2000 Page 621
(2) The following persons fall within this subsection—

(a) the auditor of an authorised unit trust scheme [ or authorised contractual scheme ]

3

that is a master UCITS;

(b) the trustee of an authorised unit trust scheme that is a master UCITS;

[ (ba) the depositary of an authorised contractual scheme that is a master UCITS; ]

4

(c) the auditor of an authorised unit trust scheme [ or authorised contractual scheme ]

3

that is a feeder UCITS;

(d) the trustee of an authorised unit trust scheme that is a feeder UCITS; [...]5

[ (da) the depositary of an authorised contractual scheme that is a feeder UCITS; or ]

5

[ (e) a person acting on behalf of a person within any of paragraphs (a) to (da); ]

6

(3) A disclosure to which this section applies is not to be taken as a contravention of any duty to

which the person making the disclosure is subject.

(4) In this section, “authorised unit trust scheme”, [ “authorised contractual scheme”, ]

7

“master

UCITS” and “feeder UCITS”have the meaning given in section 237.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(28)

(July 1, 2011)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.22 (April 1, 2013)

3 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(17)(a)(i) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

4 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(17)(a)(ii) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

5 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(17)(a)(iii) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

6

Substituted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt

2 reg.3(17)(a)(iv) (June 6, 2013: substitution has effect subject to transitional provision specified in SI 2013/1388

reg.24)

7 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(17)(b) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

Extent

Pt XXIII s. 351A(1)-(4): United Kingdom 

Law In Force

!

Amendment(s) Pending

352.— Offences.

(1) A person who discloses information in contravention of section 348 or 350(5) is guilty of an

offence.

(2) A person guilty of an offence under subsection (1) is liable–

Financial Services and Markets Act 2000 Page 622
(a) on summary conviction, to imprisonment for a term not exceeding three months or a

fine not exceeding the statutory maximum, or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a

fine, or both.

(3) A person is guilty of an offence if, in contravention of any provision of regulations made under

section 349, he uses information which has been disclosed to him in accordance with the regulations.

(4) A person is guilty of an offence if, in contravention of subsection (4) of section 350, he uses

information which has been disclosed to him in accordance with that section.

(5) A person guilty of an offence under subsection (3) or (4) is liable on summary conviction to

imprisonment for a term not exceeding three months or a fine not exceeding level 5 on the standard

scale, or both.

(6) In proceedings for an offence under this section it is a defence for the accused to prove–

(a) that he did not know and had no reason to suspect that the information was confidential

information or that it had been disclosed in accordance with section 350;

(b) that he took all reasonable precautions and exercised all due diligence to avoid

committing the offence.

Amendments Pending

Pt XXIII s. 352(5): words substituted by Criminal Justice Act 2003 c. 44, Sch. 26 para. 54(3) (date to be appointed)

Commencement

Pt XXIII s. 352(1)-(6)(b): June 18, 2001 for the purposes of any contravention of s.348; September 3, 2001 otherwise (SI

2001/1820 art. 2, Sch. 1 para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XXIII s. 352(1)-(6)(b): United Kingdom 

P Partially In Force

353.— Removal of other restrictions on disclosure.

(1) The Treasury may make regulations permitting the disclosure of any information, or of

information of a prescribed kind–

(a) by prescribed persons for the purpose of assisting or enabling them to discharge

prescribed functions under this Act or any rules or regulations made under it;

(b) by prescribed persons, or persons of a prescribed description, to the [ FCA or the

PRA ]

1

 for the purpose of assisting or enabling [ either of them ]

2

 to discharge prescribed

functions [ . ]

3

(c) [...]3

(2) Regulations under this section may not make any provision in relation to the disclosure of

confidential information by primary recipients or by any person obtaining confidential information

directly or indirectly from a primary recipient.

(3) If a person discloses any information as permitted by regulations under this section the disclosure

is not to be taken as a contravention of any duty to which he is subject.

Financial Services and Markets Act 2000 Page 623
Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.23(1)(a) (April 1, 2013)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.12(2) para.23(1)(b) (April 1, 2013)

3 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(13) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Commencement

Pt XXIII s. 353(1)-(3): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXIII s. 353(1)-(3): United Kingdom 

[ Information received from Bank of England ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.12(2) para.24 (April 1, 2013)

Law In Force

[ 353A Information received from Bank of England

(1) A regulator must not disclose to any person specially protected information.

(2) “Specially protected information”is information in relation to which the first and second

conditions are met.

(3) The first condition is that the regulator received the information from—

(a) the Bank of England (“the Bank”), or

(b) the other regulator where that regulator had received the information from the Bank.

(4) The second condition is that the Bank notified the regulator to which it disclosed the information

that the Bank held the information for the purpose of its functions with respect to any of the

following—

(a) monetary policy;

(b) financial operations intended to support financial institutions for the purposes of

maintaining stability;

(c) the provision of private banking services and related services.

(5) The notification referred to in subsection (4) must be—

(a) in writing, and

(b) given before, or at the same time as, the Bank discloses the information.

(6) The prohibition in subsection (1) does not apply—

(a) to disclosure by one regulator to the other regulator where the regulator making the

disclosure informs the other regulator that the information is specially protected information

by virtue of this section;

(b) where the Bank has consented to disclosure of the information;

Financial Services and Markets Act 2000 Page 624
(c) to information which has been made available to the public by virtue of being disclosed

in any circumstances in which, or for any purposes for which, disclosure is not precluded

by this section;

(d) to information which the regulator is required to disclose in pursuance of any EU

obligation.

(7) In this section references to disclosure by or to a regulator or by the Bank include references

to disclosure by or to—

(a) persons who are, or are acting as,—

(i) officers of, or members of the staff of, the regulator, or

(ii) officers, employees or agents of the Bank, or

(b) auditors, experts, contractors or investigators appointed by the regulator or the Bank

under powers conferred by this Act or otherwise.

(8) References to disclosure by a regulator do not include references to disclosure between persons

who fall within any paragraph of subsection (7)(a) or (b) in relation to that regulator.

(9) Each regulator must take such steps as are reasonable in the circumstances to prevent the

disclosure of specially protected information, in cases not excluded by subsection (6), by those

who are or have been—

(a) its officers or members of staff (including persons acting as its officers or members of

staff);

(b) auditors, experts, contractors or investigators appointed by the regulator under powers

conferred by this Act or otherwise;

(c) persons to whom the regulator has delegated any of its functions.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.12(2) para.24 (April 1, 2013)

Extent

Pt XXIII s. 353A(1)-(9)(c): United Kingdom 

Co-operation

R Repealed

354.— [...]1

Notes

1

Ss 354A-354C substituted for s.354 by Financial Services Act 2012 c. 21 Sch.12(2) para.25 (April 1, 2013)

Law In Force

[ 354A FCA's duty to co-operate with others

(1) The FCA must take such steps as it considers appropriate to cooperate with other persons

(whether in the United Kingdom or elsewhere) who have functions—

(a) similar to those of the FCA, or

Financial Services and Markets Act 2000 Page 625
(b) in relation to the prevention or detection of financial crime.

(2) The persons referred to in subsection (1) do not include the Bank of England or the PRA (but

see sections 3D and 3Q).

(3) The FCA must take such steps as it considers appropriate to cooperate with—

(a) the Panel on Takeovers and Mergers;

(b) an authority designated as a supervisory authority for the purposes of Article 4.1 of the

Takeovers Directive;

(c) any other person or body that exercises functions of a public nature, under legislation

in any country or territory outside the United Kingdom, that appear to the FCA to be similar

to those of the Panel on Takeovers and Mergers.

(4) Co-operation may include the sharing of information which the FCA is not prevented from

disclosing.

(5) “Financial crime”has the meaning given in section 1H(3).

]

1

Notes

1

Ss 354A-354C substituted for s.354 by Financial Services Act 2012 c. 21 Sch.12(2) para.25 (April 1, 2013)

Extent

Pt XXIII s. 354A(1)-(5): United Kingdom 

Law In Force

[ 354B PRA's duty to co-operate with others

(1) The PRA must take such steps as it considers appropriate to cooperate with—

(a) other persons (whether in the United Kingdom or elsewhere) who have functions similar

to those of the PRA, and

(b) other bodies that have functions relevant to financial stability.

(2) The persons referred to in subsection (1) do not include the Bank of England or the FCA (but

see sections 3D and 3Q).

(3) Co-operation may include the sharing of information which the PRA is not prevented from

disclosing.

]

1

Notes

1

Ss 354A-354C substituted for s.354 by Financial Services Act 2012 c. 21 Sch.12(2) para.25 (April 1, 2013)

Extent

Pt XXIII s. 354B(1)-(3): United Kingdom 

Financial Services and Markets Act 2000 Page 626
Law In Force

[ 354C PRA's duty to provide information to Bank of England

(1) The PRA must disclose to the Bank of England (“the Bank”) any information in its possession

that it thinks will or may assist the Bank in achieving its financial stability objective.

(2) The duty in subsection (1) applies whether or not the Bank has requested that the information

be disclosed to it.

(3) Subsection (1) does not require or authorise the disclosure of information whose disclosure—

(a) is prohibited by or under section 348 or any other enactment;

(b) is incompatible with any EU obligation;

(c) would constitute or be punishable as a contempt of court.

(4) This section is without prejudice to any other power to disclose information.

(5) The Bank's financial stability objective is the objective set out in section 2A(1) of the Bank of

England Act 1998.

(6) In this section “enactment”includes—

(a) an Act of the Scottish Parliament,

(b) Northern Ireland legislation, and

(c) a Measure or Act of the National Assembly for Wales.

]

1

Notes

1

Ss 354A-354C substituted for s.354 by Financial Services Act 2012 c. 21 Sch.12(2) para.25 (April 1, 2013)

Extent

Pt XXIII s. 354C(1)-(6)(c): United Kingdom 

PART XXIV

INSOLVENCY

Interpretation

Law In Force

355.— Interpretation of this Part.

(1) In this Part–

“the 1985 Act” means the Bankruptcy (Scotland) Act 1985;

“the 1986 Act” means the Insolvency Act 1986;

“the 1989 Order” means the Insolvency (Northern Ireland) Order 1989;

“body” means a body of persons–

(a) over which the court has jurisdiction under any provision of, or made under, the

1986 Act (or the 1989 Order); but

Financial Services and Markets Act 2000 Page 627
(b) which is not a building society, a friendly society or an industrial and provident

society; and

“court” means –

(a) the court having jurisdiction for the purposes of the 1985 Act or the 1986 Act;

or

(b) in Northern Ireland, the High Court.

[ “PRA-regulated person” means a person who—

(a) is or has been a PRA-authorised person,

(b) is or has been an appointed representative whose principal (or one of whose

principals) is, or was, a PRA-authorised person, or

(c) is carrying on or has carried on a PRA-regulated activity in contravention of the

general prohibition.

]

1

(2) In this Part “insurer”has such meaning as may be specified in an order made by the Treasury.

Notes

1 Definition inserted by Financial Services Act 2012 c. 21 Sch.14 para.2 (April 1, 2013)

Commencement

Pt XXIV s. 355(1)-(2): July 20, 2001 (SI 2001/2632 art. 2(1), Sch. 1(1) para. 1)

Extent

Pt XXIV s. 355(1)-(2): United Kingdom 

Voluntary arrangements

Law In Force

356.— [ Powers of FCA and PRA ]

1

 to participate in proceedings: company voluntary

arrangements.

[ (1) Where a voluntary arrangement has effect under Part I of the 1986 Act in respect of a company

or insolvent partnership which is an authorised person, [ or recognised investment exchange, the

appropriate regulator ]

3

 may apply to the court under section 6 or 7 of that Act. ]

2

[ (2) Where a voluntary arrangement has been approved under Part II of the 1989 Order in respect

of a company or insolvent partnership which is an authorised person, [ or recognised investment

exchange, the appropriate regulator]

3

 may apply to the court under Article 19 or 20 of that Order.]

4

(3) If a person other than [ a regulator ]

5

 makes an application to the court in relation to the

company or insolvent partnership under [ any ]

6

 of those provisions, [ the appropriate regulator ]

7

is entitled to be heard at any hearing relating to the application.

[ (4) “The appropriate regulator” means—

(a) in the case of a PRA-authorised person—

(i) for the purposes of subsections (1) and (2), the FCA or the PRA, and

(ii) for the purposes of subsection (3), each of the FCA and the PRA;

(b) in any other case, the FCA.

Financial Services and Markets Act 2000 Page 628
(5) If either regulator makes an application to the court under any of those provisions in relation

to a PRA-authorised person, the other regulator is entitled to be heard at any hearing relating to the

application. ]

8

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.3(5) (April 1, 2013)

2

Substituted by Insolvency Act 2000 c. 39 s.15(3)(a) (January 1, 2003 subject to transitional provisions specified

in SI 2002/2711 arts.3-5)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.3(2) (April 1, 2013)

4

Substituted by Insolvency Act 2000 c. 39 s.15(3)(b) (January 1, 2003 subject to transitional provisions specified

in SI 2002/2711 arts.3-5)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.3(3)(a) (April 1, 2013)

6 Words substituted by Insolvency Act 2000 c. 39 s.15(3)(c) (January 1, 2003 subject to transitional provisions

specified in SI 2002/2711 arts.3-5)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.3(3)(b) (April 1, 2013)

8 Added by Financial Services Act 2012 c. 21 Sch.14 para.3(4) (April 1, 2013)

Commencement

Pt XXIV s. 356(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 356(1)-(5): United Kingdom 

Law In Force

357.— [ Powers of FCA and PRA ]

1

 to participate in proceedings: individual voluntary

arrangements.

(1) The [ appropriate regulator ]

2

 is entitled to be heard on an application by an individual who

is an authorised person under section 253 of the 1986 Act (or Article 227 of the 1989 Order).

(2) Subsections (3) to (6) apply if such an order is made on the application of such a person.

(3) A person appointed for the purpose by the [ appropriate regulator ]

2

 is entitled to attend any

meeting of creditors of the debtor summoned under section 257 of the 1986 Act (or Article 231 of

the 1989 Order).

(4) Notice of the result of a meeting so summoned is to be given to the [ appropriate regulator ]

2

by the chairman of the meeting.

(5) The [ appropriate regulator ]

2

 may apply to the court–

(a) under section 262 of the 1986 Act (or Article 236 of the 1989 Order); or

(b) under section 263 of the 1986 Act (or Article 237 of the 1989 Order).

(6) If a person other than [ a regulator ]

3

 makes an application to the court under any provision

mentioned in subsection (5), [ the appropriate regulator ]

4

 is entitled to be heard at any hearing

relating to the application.

[ (7) “The appropriate regulator” means—

(a) in the case of a PRA-authorised person—

Financial Services and Markets Act 2000 Page 629
(i) for the purposes of subsections (1) and (4) to (6), each of the FCA and the PRA,

and

(ii) for the purposes of subsection (3), the FCA or the PRA;

(b) in any other case, the FCA.

(8) If either regulator makes an application to the court under any of the provisions mentioned in

subsection (5) in relation to a PRA-authorised person, the other regulator is entitled to be heard at

any hearing relating to the application. ]

5

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.4(5) (April 1, 2013)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.4(2) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.4(3)(a) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.4(3)(b) (April 1, 2013)

5 Added by Financial Services Act 2012 c. 21 Sch.14 para.4(4) (April 1, 2013)

Commencement

Pt XXIV s. 357(1)-(6): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 357(1)-(8): United Kingdom 

Law In Force

358.— [ Powers of FCA and PRA ]

1

 to participate in proceedings: trust deeds for creditors

in Scotland.

(1) This section applies where a trust deed has been granted by or on behalf of a debtor who is an

authorised person [ or recognised investment exchange ]

2

 .

(2) The trustee must, as soon as practicable after he becomes aware that the debtor is an authorised

person [ or recognised investment exchange ]

2

 , send to the [ appropriate regulator ]

3

 –

(a) in every case, a copy of the trust deed;

(b) where any other document or information is sent to every creditor known to the trustee

in pursuance of paragraph 5(1)(c) of Schedule 5 to the 1985 Act, a copy of such document

or information.

(3) Paragraph 7 of that Schedule applies to the [ appropriate regulator ]

3

 as if it were a qualified

creditor who has not been sent a copy of the notice as mentioned in paragraph 5(1)(c) of the Schedule.

(4) The [ appropriate regulator ]

3

 must be given the same notice as the creditors of any meeting

of creditors held in relation to the trust deed.

(5) A person appointed for the purpose by [ the appropriate regulator ]

4

 is entitled to attend and

participate in (but not to vote at) any such meeting of creditors as if [ that regulator ]

5

 were a

creditor under the deed.

(6) This section does not affect any right [ a regulator ]

6

 has as a creditor of a debtor who is an

authorised person [ or recognised investment exchange ]

2

 .

[ (6A) “The appropriate regulator” means—

Financial Services and Markets Act 2000 Page 630
(a) in the case of a PRA-authorised person—

(i) for the purposes of subsections (2), (3) and (4), each of the FCA and the PRA,

and

(ii) for the purposes of subsection (5), the FCA or the PRA;

(b) in any other case, the FCA.

]

7

(7) Expressions used in this section and in the 1985 Act have the same meaning in this section as

in that Act.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.5(7) (April 1, 2013)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.5(2) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.5(3) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.5(4)(a) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.5(4)(b) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.5(5) (April 1, 2013)

7 Added by Financial Services Act 2012 c. 21 Sch.14 para.5(6) (April 1, 2013)

Commencement

Pt XXIV s. 358(1)-(7): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 358(1)-(7): United Kingdom 

Administration orders

Law In Force

[ 359 Administration order

(1) The [ FCA ]

2

 may make an administration application under Schedule B1 to the 1986 Act [ or

Schedule B1 to the 1989 Order ]

3

 in relation to a company or insolvent partnership which—

(a) is or has been an authorised person [ or recognised investment exchange ]

4

 ,

(b) is or has been an appointed representative, or

(c) is carrying on or has carried on a regulated activity in contravention of the general

prohibition.

[ (1A) The PRA may make an administration application under Schedule B1 to the 1986 Act or

Schedule B1 to the 1989 Order in relation to a company or insolvent partnership which is a

PRA-regulated person. ]

5

(2) Subsection (3) applies in relation to an administration application made (or a petition presented)

by [ a regulator ]

6

 by virtue of this section.

(3) Any of the following shall be treated for the purpose of paragraph 11(a) of Schedule B1 to the

1986 Act [ or paragraph 12(a) of Schedule B1 to the 1989 Order ]

3

 as unable to pay its debts—

(a) a company or partnership in default on an obligation to pay a sum due and payable

under an agreement, [...]7

Financial Services and Markets Act 2000 Page 631
(b) an authorised deposit taker in default on an obligation to pay a sum due and payable

in respect of a relevant deposit [ , and ]

8

[ (c) an authorised reclaim fund in default on an obligation to pay a sum payable as a result

of a claim made by virtue of section 1(2)(b) or 2(2)(b) of the Dormant Bank and Building

Society Accounts Act 2008. ]

8

(4) In this section—

“agreement” means an agreement the making or performance of which constitutes or is part

of a regulated activity carried on by the company or partnership,

“authorised deposit taker” means a person with a [ Part 4A ]

9

 permission to accept deposits

(but not a person who has a [ Part 4A ]

9

 permission to accept deposits only for the purpose

of carrying on another regulated activity in accordance with that permission) ,

[ “authorised reclaim fund” means a reclaim fund within the meaning given by section 5(1)

of the Dormant Bank and Building Society Accounts Act 2008 that is authorised for the

purposes of this Act; ]

10

“company” means a company—

(a) in respect of which an administrator may be appointed under Schedule B1 to

the 1986 Act, or

[ (b) in respect of which an administrator may be appointed under Schedule B1 to

the 1989 Order, and ]

3

“relevant deposit”shall, ignoring any restriction on the meaning of deposit arising from the

identity of the person making the deposit, be construed in accordance with—

(a) section 22,

(b) any relevant order under that section, and

(c) Schedule 2.

(5) The definition of “authorised deposit taker” in subsection (4) shall be construed in accordance

with—

(a) section 22,

(b) any relevant order under that section, and

(c) Schedule 2.

]

1

Notes

1

Substituted by Enterprise Act 2002 c. 40 Sch.17 para.55 (September 15, 2003: substitution has effect subject to

transitional provisions specified in SI 2003/2093 art.3)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.6(2)(a) (April 1, 2013)

3 Amended by Insolvency (Northern Ireland) Order 2005/1455 Sch.2 para.58 (March 27, 2006 subject to transitional

provisions and savings specified in SR 2006/22 art.2 - 7)

4 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.6(2)(b) (April 1, 2013)

5 Added by Financial Services Act 2012 c. 21 Sch.14 para.6(3) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.6(4) (April 1, 2013)

7 Word repealed by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.6(2) (March 12, 2009)

8 Added by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.6(2) (March 12, 2009)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.6(5) (April 1, 2013)

10 Definition inserted by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.6(3) (March 12,

2009)

Financial Services and Markets Act 2000 Page 632
Commencement

Pt XXIV s. 359(1)-(5)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 359(1)-(5)(c): United Kingdom 

Law In Force

360.— Insurers.

(1) The Treasury may by order provide that such provisions of Part II of the 1986 Act (or Part III

of the 1989 Order) as may be specified are to apply in relation to insurers with such modifications

as may be specified.

(2) An order under this section–

(a) may provide that such provisions of this Part as may be specified are to apply in relation

to the administration of insurers in accordance with the order with such modifications as

may be specified; and

(b) requires the consent of the Secretary of State.

(3) “Specified” means specified in the order.

Commencement

Pt XXIV s. 360(1)-(3): July 20, 2001 (SI 2001/2632 art. 2(1), Sch. 1(1) para. 1)

Extent

Pt XXIV s. 360(1)-(3): United Kingdom 

Law In Force

[ 361 Administrator's duty to report to [ FCA and PRA ]

2

(1) This section applies where a company or partnership is—

(a) in administration within the meaning of Schedule B1 to the 1986 Act, or

[ (b) in administration within the meaning of Schedule B1 to the 1989 Order. ]

3

[ (2) If the administrator thinks that the company or partnership is carrying on, or has carried on—

(a) a regulated activity in contravention of the general prohibition, or

(b) a credit-related regulated activity in contravention of section 20,

the administrator must report the matter to the appropriate regulator without delay.

]

4

[ (2A) “The appropriate regulator” means—

(a) where the regulated activity is a PRA-regulated activity, the FCA and the PRA;

(b) in any other case, the FCA.

]

5

[ (3) Subsection (2) does not apply where—

(a) the administration arises out of an administration order made on an application made

or petition presented by a regulator, and

Financial Services and Markets Act 2000 Page 633
(b) the regulator's application or petition depended on a contravention by the company or

partnership of the general prohibition.

]

6

]

1

Notes

1

Substituted by Enterprise Act 2002 c. 40 Sch.17 para.56 (September 15, 2003: substitution has effect subject to

transitional provisions specified in SI 2003/2093 art.3)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.7(5) (April 1, 2013)

3

Substituted by Insolvency (Northern Ireland) Order 2005/1455 Sch.2 para.59 (March 27, 2006 subject to transitional

provisions and savings specified in SR 2006/22 art.2 - 7)

4

Substituted by Financial Services Act 2012 c. 21 Sch.14 para.7(2) (April 1, 2013)

5 Added by Financial Services Act 2012 c. 21 Sch.14 para.7(3) (April 1, 2013)

6

Substituted by Financial Services Act 2012 c. 21 Sch.14 para.7(4) (April 1, 2013)

Commencement

Pt XXIV s. 361(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 361(1)-(3)(b): United Kingdom 

Law In Force

362.— [ Powers of FCA and PRA ]

1

 to participate in proceedings.

(1) This section applies if a person [...]2[ makes an administration application under Schedule B1

to the 1986 Act [ or Schedule B1 to the 1989 Order ]

4

]

3

 in relation to a company or partnership

which–

(a) is, or has been, an authorised person [ or recognised investment exchange ]

5

 ;

(b) is, or has been, an appointed representative; or

(c) is carrying on, or has carried on, a regulated activity in contravention of the general

prohibition.

[ (1A) This section also applies in relation to—

(a) the appointment under paragraph 14 or 22 of Schedule B1 to the 1986 Act [ or paragraph

15 or 23 of Schedule B1 to the 1989 Order ]

4

 of an administrator of a company of a kind

described in subsection (1)(a) to (c), or

(b) the filing with the court of a copy of notice of intention to appoint an administrator

under [ any ]

4

 of those paragraphs.

]

6

[ (1B) This section also applies in relation to—

(a) the appointment under paragraph 22 of Schedule B1 to the 1986 Act (as applied by

order under section 420 of the 1986 Act), or under paragraph 23 of Schedule B1 to the 1989

Order (as applied by order under Article 364 of the 1989 Order), of an administrator of a

partnership of a kind described in subsection (1)(a) to (c), or

(b) the filing with the court of a copy of notice of intention to appoint an administrator

under either of those paragraphs (as so applied).

Financial Services and Markets Act 2000 Page 634
]

7

(2) The [ appropriate regulator ]

8

 is entitled to be heard–

(a) at the hearing of the [ administration application [...]4]

9

 ; and

(b) at any other hearing of the court in relation to the company or partnership under Part

II of the 1986 Act (or Part III of the 1989 Order).

(3) Any notice or other document required to be sent to a creditor of the company or partnership

must also be sent to the [ appropriate regulator ]

8

 .

[ (4) The [ appropriate regulator ]

8

 may apply to the court under paragraph 74 of Schedule B1 to

the 1986 Act [ or paragraph 75 of Schedule B1 to the 1989 Order ]

4

 .

(4A) In respect of an application under subsection (4)—

(a) paragraph 74(1)(a) and (b) shall have effect as if for the words “harm the interests of

the applicant (whether alone or in common with some or all other members or creditors)”

there were substituted the words “harm the interests of some or all members or creditors”,

and

[ (b) paragraph 75(1)(a) and (b) of Schedule B1 to the 1989 Order shall have effect as if

for the words “harm the interests of the applicant (whether alone or in common with some

or all other members or creditors)” there were substituted the words “harm the interests of

some or all members or creditors”. ]

4

]

10

(5) A person appointed for the purpose by the [ appropriate regulator ]

8

 is entitled–

(a) to attend any meeting of creditors of the company or partnership summoned under any

enactment;

(b) to attend any meeting of a committee established under [ paragraph 57 of Schedule B1

to the 1986 Act ]

11 [ or paragraph 58 of Schedule B1 to the 1989 Order ]4

 ; and

(c) to make representations as to any matter for decision at such a meeting.

(6) If, during the course of the administration of a company, a compromise or arrangement is

proposed between the company and its creditors, or any class of them, the [ appropriate regulator ]

8

may apply to the court under [section 896 or 899 of the Companies Act 2006 ]

12

 .

[ (7) “The appropriate regulator” means—

(a) for the purposes of subsections (2) to (4) and (6)—

(i) where the company or partnership is a PRA-regulated person, each of the FCA

and the PRA, and

(ii) in any other case, the FCA;

(b) for the purposes of subsection (5)—

(i) where the company or partnership is a PRA-regulated person, the FCA or the

PRA, and

(ii) in any other case, the FCA.

(8) But where the administration application was made by a regulator “the appropriate regulator”

does not include that regulator. ]

13

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.8(6) (April 1, 2013)

2 Words repealed by Financial Services Act 2012 c. 21 Sch.14 para.8(2)(a) (April 1, 2013)

Financial Services and Markets Act 2000 Page 635
3 Words substituted by Enterprise Act 2002 c. 40 Sch.17 para.57(a) (September 15, 2003: substitution has effect

subject to transitional provisions specified in SI 2003/2093 art.3)

4 Amended by Insolvency (Northern Ireland) Order 2005/1455 Sch.2 para.60 (March 27, 2006 subject to transitional

provisions and savings specified in SR 2006/22 art.2 - 7)

5 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.8(2)(b) (April 1, 2013)

6 Added by Enterprise Act 2002 c. 40 Sch.17 para.57(b) (September 15, 2003: insertion has effect subject to

transitional provisions specified in SI 2003/2093 art.3)

7 Added by Financial Services Act 2012 c. 21 Sch.14 para.8(3) (April 1, 2013)

8 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.8(4) (April 1, 2013)

9 Word substituted by Enterprise Act 2002 c. 40 Sch.17 para.57(c) (September 15, 2003: substitution has effect

subject to transitional provisions specified in SI 2003/2093 art.3)

10 S.362(4)-(4A) substituted for s.362(4) by Enterprise Act 2002 c. 40 Sch.17 para.57(d) (September 15, 2003:

substitution has effect subject to transitional provisions specified in SI 2003/2093 art.3)

11 Words substituted by Enterprise Act 2002 c. 40 Sch.17 para.57(e) (September 15, 2003: substitution has effect

subject to transitional provisions specified in SI 2003/2093 art.3)

12 Words substituted by Companies Act 2006 (Consequential Amendments etc) Order 2008/948 Sch.1(2) para.211(4)

(April 6, 2008: substitution has effect subject to savings specified in SI 2008/948 arts 11 and 12)

13 Added by Financial Services Act 2012 c. 21 Sch.14 para.8(5) (April 1, 2013)

Commencement

Pt XXIV s. 362(1)-(6): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 362(1)-(8): United Kingdom 

Law In Force

[ 362A Administrator appointed by company or directors

(1) This section applies in relation to a company [ or partnership ]

2

 of a kind described in section

362(1)(a) to (c).

[ (2) An administrator of the company or partnership may not be appointed under a provision

specified in subsection (2A) without the consent of the appropriate regulator.

(2A) Those provisions are—

(a) paragraph 22 of Schedule B1 to the 1986 Act (including that paragraph as applied in

relation to partnerships by order under section 420 of that Act);

(b) paragraph 23 of Schedule B1 to the 1989 Order (including that paragraph as applied in

relation to partnerships by order under article 364 of that Order).

(2B) “The appropriate regulator” means—

(a) where the company or partnership is a PRA-regulated person, the PRA, and

(b) in any other case, the FCA.

]

3

(3) Consent under subsection (2)—

(a) must be in writing, and

Financial Services and Markets Act 2000 Page 636
(b) must be filed with the court along with the notice of intention to appoint under paragraph

27 of [ Schedule B1 to the 1986 Act or paragraph 28 of Schedule B1 to the 1989 Order ]

4

.

(4) In a case where no notice of intention to appoint is required—

(a) subsection (3)(b) shall not apply, but

(b) consent under subsection (2) must accompany the notice of appointment filed under

paragraph 29 of [ Schedule B1 to the 1986 Act or paragraph 30 of Schedule B1 to the 1989

Order ]

4

 .

]

1

Notes

1 Added by Enterprise Act 2002 c. 40 Sch.17 para.58 (September 15, 2003: insertion has effect subject to transitional

provisions specified in SI 2003/2093 art.3)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.9(2) (April 1, 2013)

3

S.362(2)-(2B) substituted for s.362(2) by Financial Services Act 2012 c. 21 Sch.14 para.9(3) (April 1, 2013)

4 Amended by Insolvency (Northern Ireland) Order 2005/1455 Sch.2 para.61 (March 27, 2006 subject to transitional

provisions and savings specified in SR 2006/22 art.2 - 7)

Extent

Pt XXIV s. 362A(1)-(4)(b): United Kingdom 

Receivership

Law In Force

363.— [ Powers of FCA and PRA ]

1

 to participate in proceedings.

(1) This section applies if a receiver has been appointed in relation to a company which–

(a) is, or has been, an authorised person [ or recognised investment exchange ]

2

 ;

(b) is, or has been, an appointed representative; or

(c) is carrying on, or has carried on, a regulated activity in contravention of the general

prohibition.

(2) The [ appropriate regulator ]

3

 is entitled to be heard on an application made under section 35

or 63 of the 1986 Act (or Article 45 of the 1989 Order).

(3) The [ appropriate regulator ]

3

 is entitled to make an application under section 41(1)(a) or

69(1)(a) of the 1986 Act (or Article 51(1)(a) of the 1989 Order).

(4) A report under section 48(1) or 67(1) of the 1986 Act (or Article 58(1) of the 1989 Order) must

be sent by the person making it to the [ appropriate regulator ]

3

 .

(5) A person appointed for the purpose by the [ appropriate regulator ]

3

 is entitled–

(a) to attend any meeting of creditors of the company summoned under any enactment;

(b) to attend any meeting of a committee established under section 49 or 68 of the 1986

Act (or Article 59 of the 1989 Order); and

(c) to make representations as to any matter for decision at such a meeting.

[ (6) “The appropriate regulator” means—

Financial Services and Markets Act 2000 Page 637
(a) for the purposes of subsections (2) to (4)—

(i) where the company is a PRA-regulated person, each of the FCA and the PRA,

and

(ii) in any other case, the FCA;

(b) for the purposes of subsection (5)—

(i) where the company is a PRA-regulated person, the FCA or the PRA, and

(ii) in any other case, the FCA.

]

4

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.10(5) (April 1, 2013)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.10(2) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.10(3) (April 1, 2013)

4 Added by Financial Services Act 2012 c. 21 Sch.14 para.10(4) (April 1, 2013)

Commencement

Pt XXIV s. 363(1)-(5)(c): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 363(1)-(6)(b)(ii): United Kingdom 

Law In Force

364. Receiver's duty to report to [ FCA and PRA ]

1

 .

If–

(a) a receiver has been appointed in relation to a company, and

(b) it appears to the receiver that the company is carrying on, or has carried on, a regulated

activity in contravention of the general prohibition [ or a credit-related regulated activity

in contravention of section 20 ]

2

 ,

the receiver must report the matter [ without delay to the FCA and, if the regulated activity concerned

is a PRA-regulated activity, to the PRA ]

3

 .

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.11(c) (April 1, 2013)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.11(a) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.11(b) (April 1, 2013)

Commencement

Pt XXIV s. 364(a)-(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 364(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 638
Voluntary winding up

Law In Force

365.— [ Powers of FCA and PRA ]

1

 to participate in proceedings.

(1) This section applies in relation to a company which–

(a) is being wound up voluntarily;

(b) is an authorised person [ or recognised investment exchange ]

2

 ; and

(c) is not an insurer effecting or carrying out contracts of long-term insurance.

(2) The [ appropriate regulator ]

3

 may apply to the court under section 112 of the 1986 Act (or

Article 98 of the 1989 Order) in respect of the company.

(3) The [ appropriate regulator ]

3

 is entitled to be heard at any hearing of the court in relation to

the voluntary winding up of the company.

(4) Any notice or other document required to be sent to a creditor of the company must also be

sent to the [ appropriate regulator ]

3

 .

(5) A person appointed for the purpose by the [ appropriate regulator ]

3

 is entitled–

(a) to attend any meeting of creditors of the company summoned under any enactment;

(b) to attend any meeting of a committee established under section 101 of the 1986 Act (or

Article 87 of the 1989 Order); and

(c) to make representations as to any matter for decision at such a meeting.

(6) The voluntary winding up of the company does not bar the right of the [ appropriate regulator ]

3

to have it wound up by the court.

(7) If, during the course of the winding up of the company, a compromise or arrangement is

proposed between the company and its creditors, or any class of them, the [ appropriate regulator ]

3

may apply to the court under [section 896 or 899 of the Companies Act 2006 ]

4

 .

[ (8) “The appropriate regulator” means—

(a) for the purposes of subsections (2) to (4), (6) and (7)—

(i) where the company is a PRA-authorised person, each of the FCA and the PRA,

and

(ii) in any other case, the FCA;

(b) for the purposes of subsection (5)—

(i) where the company is a PRA-authorised person, the FCA or the PRA, and

(ii) in any other case, the FCA.

]

5

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.12(5) (April 1, 2013)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.12(2) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.12(3) (April 1, 2013)

4 Words substituted by Companies Act 2006 (Consequential Amendments etc) Order 2008/948 Sch.1(2) para.211(4)

(April 6, 2008: substitution has effect subject to savings specified in SI 2008/948 arts 11 and 12)

5 Added by Financial Services Act 2012 c. 21 Sch.14 para.12(4) (April 1, 2013)

Financial Services and Markets Act 2000 Page 639
Commencement

Pt XXIV s. 365(1)-(7): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 365(1)-(8)(b)(ii): United Kingdom 

Law In Force

366.— Insurers effecting or carrying out long-term contracts or insurance.

(1) An insurer effecting or carrying out contracts of long-term insurance may not be wound up

voluntarily without the consent of the [ PRA ]

1

 .

(2) If notice of a general meeting of such an insurer is given, specifying the intention to propose

a resolution for voluntary winding up of the insurer, a director of the insurer must notify the [ PRA ]

1

as soon as practicable after he becomes aware of it.

(3) A person who fails to comply with subsection (2) is guilty of an offence and liable on summary

conviction to a fine not exceeding level 5 on the standard scale.

[ (4) A winding up resolution may not be passed—

(a) as a written resolution (in accordance with Chapter 2 of Part 13 of the Companies Act

2006), or

(b) at a meeting called in accordance with section 307(4) to (6) or 337(2) of that Act

(agreement of members to calling of meeting at short notice).

]

2

(5) A copy of a winding-up resolution forwarded to the registrar of companies in accordance with

[section 30 of the Companies Act 2006 ]

3

 must be accompanied by a certificate issued by the

[ PRA ]

1

 stating that it consents to the voluntary winding up of the insurer.

(6) If subsection (5) is complied with, the voluntary winding up is to be treated as having commenced

at the time the resolution was passed.

(7) If subsection (5) is not complied with, the resolution has no effect.

(8) “Winding-up resolution” means a resolution for voluntary winding up of an insurer effecting

or carrying out contracts of long-term insurance.

[ (9) Before giving or refusing consent under subsection (1), the PRA must consult the FCA.

(10) In the event that the activity of effecting or carrying out long-term contracts of insurance as

principal is not to any extent a PRAregulated activity—

(a) references to the PRA in subsections (1), (2) and (5) are to be read as references to the

FCA, and

(b) subsection (9) does not apply.

]

4

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.13(2) (April 1, 2013)

2

Substituted by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions

and Savings) Order 2007/2194 Sch.4(3) para.93(2) (October 1, 2007)

Financial Services and Markets Act 2000 Page 640
3 Words substituted by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional

Provisions and Savings) Order 2007/2194 Sch.4(3) para.93(3) (October 1, 2007)

4 Added by Financial Services Act 2012 c. 21 Sch.14 para.13(3) (April 1, 2013: insertion has effect subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Commencement

Pt XXIV s. 366(1)-(8): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 366(1)-(10)(b): United Kingdom 

Winding up by the court

Law In Force

367.— Winding-up petitions.

(1) The [ FCA ]

1

 may present a petition to the court for the winding up of a body which–

(a) is, or has been, an authorised person [ or recognised investment exchange ]

2

 ;

(b) is, or has been, an appointed representative; or

(c) is carrying on, or has carried on, a regulated activity in contravention of the general

prohibition.

[ (1A) The PRA may present a petition to the court for the winding up of a body which is a

PRA-regulated person. ]

3

(2) In [subsections (1) and (1A) ]

4

“body”includes any partnership.

(3) On such a petition, the court may wind up the body if–

(a) the body is unable to pay its debts within the meaning of section 123 or 221 of the 1986

Act (or Article 103 or 185 of the 1989 Order); or

(b) the court is of the opinion that it is just and equitable that it should be wound up.

(4) If a body is in default on an obligation to pay a sum due and payable under an agreement, it is

to be treated for the purpose of subsection (3)(a) as unable to pay its debts.

(5) “Agreement” means an agreement the making or performance of which constitutes or is part

of a regulated activity carried on by the body concerned.

(6) Subsection (7) applies if a petition is presented under subsection (1) [ or (1A)]

5

 for the winding

up of a partnership–

(a) on the ground mentioned in subsection (3)(b); or

(b) in Scotland, on a ground mentioned in subsection (3)(a) or (b).

(7) The court has jurisdiction, and the 1986 Act (or the 1989 Order) has effect, as if the partnership

were an unregistered company as defined by section 220 of that Act (or Article 184 of that Order).

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.14(2)(a) (April 1, 2013)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.14(2)(b) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Sch.14 para.14(3) (April 1, 2013)

Financial Services and Markets Act 2000 Page 641
4 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.14(4) (April 1, 2013)

5 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.14(5) (April 1, 2013)

Commencement

Pt XXIV s. 367(1)-(7): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 367(1)-(7): United Kingdom 

Law In Force

368. Winding-up petitions: EEA and Treaty firms.

[ (1) [ A regulator ]

2

 may not present a petition to the court under section 367 for the winding up

of–

(a) an EEA firm which qualifies for authorisation under Schedule 3, or

(b) a Treaty firm which qualifies for authorisation under Schedule 4,

unless it [ or the other regulator ]

3

 has been asked to do so by the home state regulator of the firm

concerned.

]

1

[ (2) If a regulator receives from the home state regulator of a body falling within subsection (1)(a)

or (b) a request to present a petition to the court under section 367 for the winding up of the body,

it must—

(a) notify the other regulator of the request, and

(b) provide the other regulator with such information relating to the request as it thinks fit.

]

4

Notes

1 Existing text renumbered as s.368(1) by Financial Services Act 2012 c. 21 Sch.14 para.15(2) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.15(3)(a) (April 1, 2013)

3 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.15(3)(b) (April 1, 2013)

4 Added by Financial Services Act 2012 c. 21 Sch.14 para.15(4) (April 1, 2013)

Commencement

Pt XXIV s. 368(a)-(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 368(a)-(2)(b): United Kingdom 

Law In Force

369.— Insurers: service of petition etc. on Authority.

(1) If a person other than [ a regulator ]

1

 presents a petition for the winding up of an authorised

person with permission to effect or carry out contracts of insurance, the petitioner must serve a

copy of the petition [ on the appropriate regulator ]

2

 .

Financial Services and Markets Act 2000 Page 642
(2) If a person other than [ a regulator ]

3

 applies to have a provisional liquidator appointed under

section 135 of the 1986 Act (or Article 115 of the 1989 Order) in respect of an authorised person

with permission to effect or carry out contracts of insurance, the applicant must serve a copy of the

application [ on the appropriate regulator ]

4

 .

[ (3) “The appropriate regulator” means—

(a) in relation to a PRA-authorised person, the FCA and the PRA, and

(b) in any other case, the FCA.

(4) If either regulator—

(a) presents a petition for the winding up of a PRA-authorised person with permission to

effect or carry out contracts of insurance, or

(b) applies to have a provisional liquidator appointed under section 135 of the 1986 Act

(or Article 115 of the 1989 Order) in respect of a PRA-authorised person with permission

to effect or carry out contracts of insurance, that regulator must serve a copy of the petition

or application (as the case requires) on the other regulator.

]

5

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.16(2)(a) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.16(2)(b) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.16(3)(a) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.16(3)(b) (April 1, 2013)

5 Added by Financial Services Act 2012 c. 21 Sch.14 para.16(4) (April 1, 2013)

Commencement

Pt XXIV s. 369(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 369(1)-(4)(b): United Kingdom 

Law In Force

[ 369A Reclaim funds: service of petition etc on [ FCA and PRA ]

2

(1) If a person [ other than a regulator ]

3

 presents a petition for the winding up of an authorised

reclaim fund, the petitioner must serve a copy of the petition [ on the appropriate regulator ]

4

 .

(2) If a person [ other than a regulator ]

5

 applies to have a provisional liquidator appointed under

section 135 of the 1986 Act (or Article 115 of the 1989 Order) in respect of an authorised reclaim

fund, the applicant must serve a copy of the application [ on the appropriate regulator ]

6

 .

(3) In this section “authorised reclaim fund” means a reclaim fund within the meaning given by

section 5(1) of the Dormant Bank and Building Society Accounts Act 2008 that is authorised for

the purposes of this Act.

[ (4) “The appropriate regulator” means—

(a) in relation to an authorised reclaim fund that is a PRA-authorised person, the FCA and

the PRA, and

(b) in relation to any other authorised reclaim fund, the FCA.

Financial Services and Markets Act 2000 Page 643
(5) If either regulator—

(a) presents a petition for the winding up of an authorised reclaim fund that is a

PRA-authorised person, or

(b) applies to have a provisional liquidator appointed under section 135 of the 1986 Act

(or Article 115 of the 1989 Order) in respect of an authorised reclaim fund that is a

PRA-authorised person,

that regulator must serve a copy of the petition or application (as the case requires) on the other

regulator.

]

7

]

1

Notes

1 Added by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.7 (March 12, 2009)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.17(5) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.17(2)(a) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.17(2)(b) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.17(3)(a) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.17(3)(b) (April 1, 2013)

7 Added by Financial Services Act 2012 c. 21 Sch.14 para.17(4) (April 1, 2013)

Extent

Pt XXIV s. 369A(1)-(5)(b): United Kingdom 

Law In Force

[ 370 Liquidator's duty to report to FCA and PRA

(1) If—

(a) a company is being wound up voluntarily or a body is being wound up on a petition

presented by any person, and

(b) it appears to the liquidator that the company or body is carrying on, or has carried on—

(i) a regulated activity in contravention of the general prohibition, or

(ii) a credit-related regulated activity in contravention of section 20,

the liquidator must report the matter without delay to the FCA and, if the regulated activity

concerned is a PRA-regulated activity, to the PRA.

(2) Subsection (1) does not apply where—

(a) a body is being wound up on a petition presented by a regulator, and

(b) the regulator's petition depended on a contravention by the body of the general

prohibition.

]

1

Notes

1

Substituted by Financial Services Act 2012 c. 21 Sch.14 para.18 (April 1, 2013)

Commencement

Pt XXIV s. 370(a)-(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 644
Extent

Pt XXIV s. 370(1)-(b): United Kingdom 

Law In Force

371.— [ Powers of FCA and PRA ]

1

 to participate in proceedings.

(1) This section applies if a person [...]2 presents a petition for the winding up of a body which–

(a) is, or has been, an authorised person [ or recognised investment exchange ]

3

 ;

(b) is, or has been, an appointed representative; or

(c) is carrying on, or has carried on, a regulated activity in contravention of the general

prohibition.

(2) The [ appropriate regulator ]

4

 is entitled to be heard–

(a) at the hearing of the petition; and

(b) at any other hearing of the court in relation to the body under or by virtue of Part IV or

V of the 1986 Act (or Part V or VI of the 1989 Order).

(3) Any notice or other document required to be sent to a creditor of the body must also be sent to

the [ appropriate regulator ]

4

 .

(4) A person appointed for the purpose by the [ appropriate regulator ]

4

 is entitled–

(a) to attend any meeting of creditors of the body;

(b) to attend any meeting of a committee established for the purposes of Part IV or V of

the 1986 Act under section 101 of that Act or under section 141 or 142 of that Act;

(c) to attend any meeting of a committee established for the purposes of Part V or VI of

the 1989 Order under Article 87 of that Order or under Article 120 of that Order; and

(d) to make representations as to any matter for decision at such a meeting.

(5) If, during the course of the winding up of a company, a compromise or arrangement is proposed

between the company and its creditors, or any class of them, the [ appropriate regulator ]

4

 may

apply to the court under [section 896 or 899 of the Companies Act 2006 ]

5

 .

[ (6) “The appropriate regulator” means—

(a) for the purposes of subsections (2), (3) and (5)—

(i) where the body is a PRA-regulated person, each of the FCA and the PRA, and

(ii) in any other case, the FCA;

(b) for the purposes of subsection (4)—

(i) where the body is a PRA-regulated person, the FCA or the PRA, and

(ii) in any other case, the FCA.

(7) But where the petition was presented by a regulator “the appropriate regulator” does not include

the regulator which presented the petition. ]

6

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.19(5) (April 1, 2013)

2 Words repealed by Financial Services Act 2012 c. 21 Sch.14 para.19(2)(a) (April 1, 2013)

3 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.19(2)(b) (April 1, 2013)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.19(3) (April 1, 2013)

5 Words substituted by Companies Act 2006 (Consequential Amendments etc) Order 2008/948 Sch.1(2) para.211(4)

(April 6, 2008: substitution has effect subject to savings specified in SI 2008/948 arts 11 and 12)

Financial Services and Markets Act 2000 Page 645
6 Added by Financial Services Act 2012 c. 21 Sch.14 para.19(4) (April 1, 2013)

Commencement

Pt XXIV s. 371(1)-(5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 371(1)-(7): United Kingdom 

Bankruptcy

Law In Force

372.— Petitions.

(1) The [ FCA ]

1

 may present a petition to the court–

(a) under section 264 of the 1986 Act (or Article 238 of the 1989 Order) for a bankruptcy

order to be made against an individual; or

(b) under section 5 of the 1985 Act for the sequestration of the estate of an individual.

[ (1A) The PRA may present a petition to the court—

(a) under section 264 of the 1986 Act (or Article 238 of the 1989 Order) for a bankruptcy

order to be made against an individual who is a PRA-regulated person;

(b) under section 5 of the 1985 Act for the sequestration of the estate of an individual who

is a PRA-regulated person.

]

2

(2) But [ a petition may be presented by virtue of subsection (1) or (1A) ]

3

 only on the ground

that–

(a) the individual appears to be unable to pay a regulated activity debt; or

(b) the individual appears to have no reasonable prospect of being able to pay a regulated

activity debt.

(3) An individual appears to be unable to pay a regulated activity debt if he is in default on an

obligation to pay a sum due and payable under an agreement.

(4) An individual appears to have no reasonable prospect of being able to pay a regulated activity

debt if–

(a) [ a regulator]

4

 has served on him a demand requiring him to establish to the satisfaction

of [ that regulator ]

5

 that there is a reasonable prospect that he will be able to pay a sum

payable under an agreement when it falls due;

(b) at least three weeks have elapsed since the demand was served; and

(c) the demand has been neither complied with nor set aside in accordance with rules.

(5) A demand made under subsection (4)(a) is to be treated for the purposes of the 1986 Act (or

the 1989 Order) as if it were a statutory demand under section 268 of that Act (or Article 242 of

that Order).

(6) For the purposes of a petition presented in accordance with subsection (1)(b) [ or (1A)(b) ]

6

–

Financial Services and Markets Act 2000 Page 646
(a) [the regulator by which the petition is presented ]

7

 is to be treated as a qualified creditor;

and

(b) a ground mentioned in subsection (2) constitutes apparent insolvency.

(7) “Individual” means an individual–

(a) who is, or has been, an authorised person; or

(b) who is carrying on, or has carried on, a regulated activity in contravention of the general

prohibition.

(8) “Agreement” means an agreement the making or performance of which constitutes or is part

of a regulated activity carried on by the individual concerned.

(9) “Rules” means –

(a) in England and Wales, rules made under section 412 of the 1986 Act;

(b) in Scotland, rules made by order by the Treasury, after consultation with the Scottish

Ministers, for the purposes of this section; and

(c) in Northern Ireland, rules made under Article 359 of the 1989 Order.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.20(2) (April 1, 2013)

2 Added by Financial Services Act 2012 c. 21 Sch.14 para.20(3) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.20(4) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.20(5)(a) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.20(5)(b) (April 1, 2013)

6 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.20(6)(a) (April 1, 2013)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.20(6)(b) (April 1, 2013)

Commencement

Pt XXIV s. 372(1)-(9)(c): July 20, 2001 for purpose of making rules; December 1, 2001 otherwise (SI 2001/2632 art.

2(1), Sch. 1(1) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 372(1)-(9)(c): United Kingdom 

Law In Force

373.— Insolvency practitioner's duty to report [ to FCA and PRA ]

1

 .

(1) If–

(a) a bankruptcy order or sequestration award is in force in relation to an individual [...]2

, and

(b) it appears to the insolvency practitioner that the individual is carrying on, or has [ carried

on—]

3

[ (i) a regulated activity in contravention of the general prohibition, or

(ii) a credit-related regulated activity in contravention of section 20, ]

3

the insolvency practitioner must report the matter [ without delay to the FCA and, if the regulated

activity concerned is a PRA-regulated activity, to the PRA ]

4

 .

[ (1A) Subsection (1) does not apply where—

Financial Services and Markets Act 2000 Page 647
(a) the bankruptcy order or sequestration award is in force by virtue of a petition presented

by a regulator, and

(b) the regulator's petition depended on a contravention by the individual of the general

prohibition.

]

5

(2) “Bankruptcy order” means a bankruptcy order under Part IX of the 1986 Act (or Part IX of the

1989 Order).

(3) “Sequestration award” means an award of sequestration under section 12 of the 1985 Act.

(4) “Individual”includes an entity mentioned in section 374(1)(c).

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.21(4) (April 1, 2013)

2 Words repealed by Financial Services Act 2012 c. 21 Sch.14 para.21(2)(a) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.21(2)(b) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.21(2)(c) (April 1, 2013)

5 Added by Financial Services Act 2012 c. 21 Sch.14 para.21(3) (April 1, 2013)

Commencement

Pt XXIV s. 373(1)-(4): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 373(1)-(4): United Kingdom 

Law In Force

374.— [ Powers of FCA or PRA ]

1

 to participate in proceedings.

(1) This section applies if a person [...]2 presents a petition to the court–

(a) under section 264 of the 1986 Act (or Article 238 of the 1989 Order) for a bankruptcy

order to be made against an individual;

(b) under section 5 of the 1985 Act for the sequestration of the estate of an individual; or

(c) under section 6 of the 1985 Act for the sequestration of the estate belonging to or held

for or jointly by the members of an entity mentioned in subsection (1) of that section.

(2) The [ appropriate regulator ]

3

 is entitled to be heard–

(a) at the hearing of the petition; and

(b) at any other hearing in relation to the individual or entity under–

(i) Part IX of the 1986 Act;

(ii) Part IX of the 1989 Order; or

(iii) the 1985 Act.

(3) A copy of the report prepared under section 274 of the 1986 Act (or Article 248 of the 1989

Order) must also be sent to the [ appropriate regulator ]

3

 .

(4) A person appointed for the purpose by the [ appropriate regulator ]

3

 is entitled–

(a) to attend any meeting of creditors of the individual or entity;

Financial Services and Markets Act 2000 Page 648
(b) to attend any meeting of a committee established under section 301 of the 1986 Act (or

Article 274 of the 1989 Order);

(c) to attend any meeting of commissioners held under paragraph 17 or 18 of Schedule 6

to the 1985 Act; and

(d) to make representations as to any matter for decision at such a meeting.

(5) “Individual” means an individual who–

(a) is, or has been, an authorised person; or

(b) is carrying on, or has carried on, a regulated activity in contravention of the general

prohibition.

(6) “Entity” means an entity which–

(a) is, or has been, an authorised person; or

(b) is carrying on, or has carried on, a regulated activity in contravention of the general

prohibition.

[ (7) “The appropriate regulator” means—

(a) for the purposes of subsections (2) and (3)—

(i) where the individual or entity is a PRA-regulated person, each of the FCA and

the PRA, and

(ii) in any other case, the FCA;

(b) for the purposes of subsection (4)—

(i) where the individual or entity is a PRA-regulated person, the FCA or the PRA,

and

(ii) in any other case, the FCA.

(8) But where the petition was presented by a regulator “the appropriate regulator” does not include

the regulator which presented the petition. ]

4

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.22(5) (April 1, 2013)

2 Words repealed by Financial Services Act 2012 c. 21 Sch.14 para.22(2) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.22(3) (April 1, 2013)

4 Added by Financial Services Act 2012 c. 21 Sch.14 para.22(4) (April 1, 2013)

Commencement

Pt XXIV s. 374(1)-(6)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 374(1)-(8): United Kingdom 

Provisions against debt avoidance

Law In Force

375.— [ Right of FCA and PRA ]

1

 to apply for an order.

(1) The [ FCA ]

2

 may apply for an order under section 423 of the 1986 Act (or Article 367 of the

1989 Order) in relation to a debtor if–

Financial Services and Markets Act 2000 Page 649
(a) at the time the transaction at an undervalue was entered into, the debtor was carrying

on a regulated activity (whether or not in contravention of the general prohibition); and

(b) a victim of the transaction is or was party to an agreement entered into with the debtor,

the making or performance of which constituted or was part of a regulated activity carried

on by the debtor.

[ (1A) The PRA may apply for an order under section 423 of the 1986 Act (or Article 367 of the

1989 Order) in relation to a debtor if—

(a) at the time the transaction at an undervalue was entered into, the debtor was carrying

on a PRA-regulated activity (whether or not in contravention of the general prohibition);

and

(b) a victim of the transaction is or was party to an agreement entered into with the debtor,

the making or performance of which constituted or was part of a PRA-regulated activity

carried on by the debtor.

]

3

(2) An application made under this section is to be treated as made on behalf of every victim of

the transaction to whom subsection (1)(b) [ or subsection (1A)(b) (as the case may be) ]

4

 applies.

(3) Expressions which are given a meaning in Part XVI of the 1986 Act (or Article 367, 368 or 369

of the 1989 Order) have the same meaning when used in this section.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.14 para.23(5) (April 1, 2013)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.23(2) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Sch.14 para.23(3) (April 1, 2013)

4 Words inserted by Financial Services Act 2012 c. 21 Sch.14 para.23(4) (April 1, 2013)

Commencement

Pt XXIV s. 375(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 375(1)-(3): United Kingdom 

Supplemental provisions concerning insurers

Law In Force

376.— Continuation of contracts of long-term insurance where insurer in liquidation.

(1) This section applies in relation to the winding up of an insurer which effects or carries out

contracts of long-term insurance.

(2) Unless the court otherwise orders, the liquidator must carry on the insurer's business so far as

it consists of carrying out the insurer's contracts of long-term insurance with a view to its being

transferred as a going concern to a person who may lawfully carry out those contracts.

(3) In carrying on the business, the liquidator–

Financial Services and Markets Act 2000 Page 650
(a) may agree to the variation of any contracts of insurance in existence when the winding

up order is made; but

(b) must not effect any new contracts of insurance.

(4) If the liquidator is satisfied that the interests of the creditors in respect of liabilities of the insurer

attributable to contracts of long-term insurance effected by it require the appointment of a special

manager, he may apply to the court.

(5) On such an application, the court may appoint a special manager to act during such time as the

court may direct.

(6) The special manager is to have such powers, including any of the powers of a receiver or

manager, as the court may direct.

(7) Section 177(5) of the 1986 Act (or Article 151(5) of the 1989 Order) applies to a special manager

appointed under subsection (5) as it applies to a special manager appointed under section 177 of

the 1986 Act (or Article 151 of the 1989 Order).

(8) If the court thinks fit, it may reduce the value of one or more of the contracts of long-term

insurance effected by the insurer.

(9) Any reduction is to be on such terms and subject to such conditions (if any) as the court thinks

fit.

(10) The court may, on the application of an official, appoint an independent actuary to investigate

the insurer's business so far as it consists of carrying out its contracts of long-term insurance and

to report to the official–

(a) on the desirability or otherwise of that part of the insurer's business being continued;

and

(b) on any reduction in the contracts of long-term insurance effected by the insurer that

may be necessary for successful continuation of that part of the insurer's business.

(11) “Official” means –

(a) the liquidator;

(b) a special manager appointed under subsection (5); or

(c) the [ PRA ]

1

 .

[ (11A) The PRA must—

(a) consult the FCA before making an application under subsection (10), and

(b) provide the FCA with a copy of any actuary's report made to the PRA under that

subsection.

(11B) In the event that the activity of effecting or carrying out long-term contracts of insurance as

principal is not to any extent a PRAauthorised activity—

(a) the reference in subsection (11)(c) to the PRA is to be read as a reference to the FCA,

and

(b) subsection (11A) does not apply.

]

2

(12) The liquidator may make an application in the name of the insurer and on its behalf under Part

VII without obtaining the permission that would otherwise be required by section 167 of, and

Schedule 4 to, the 1986 Act (or Article 142 of, and Schedule 2 to, the 1989 Order).

Financial Services and Markets Act 2000 Page 651
Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.14 para.24(2) (April 1, 2013)

2 Added by Financial Services Act 2012 c. 21 Sch.14 para.24(3) (April 1, 2013: insertion has effect subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Commencement

Pt XXIV s. 376(1)-(12): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 376(1)-(12): United Kingdom 

Law In Force

377.— Reducing the value of contracts instead of winding up.

(1) This section applies in relation to an insurer which has been proved to be unable to pay its debts.

(2) If the court thinks fit, it may reduce the value of one or more of the insurer's contracts instead

of making a winding up order.

(3) Any reduction is to be on such terms and subject to such conditions (if any) as the court thinks

fit.

Commencement

Pt XXIV s. 377(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXIV s. 377(1)-(3): United Kingdom 

Law In Force

378.— Treatment of assets on winding up.

(1) The Treasury may by regulations provide for the treatment of the assets of an insurer on its

winding up.

(2) The regulations may, in particular, provide for–

(a) assets representing a particular part of the insurer's business to be available only for

meeting liabilities attributable to that part of the insurer's business;

(b) separate general meetings of the creditors to be held in respect of liabilities attributable

to a particular part of the insurer's business.

Commencement

Pt XXIV s. 378(1)-(2)(b): July 20, 2001 (SI 2001/2632 art. 2(1), Sch. 1(1) para. 1)

Extent

Pt XXIV s. 378(1)-(2)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 652
Law In Force

379.— Winding-up rules.

(1) Winding-up rules may include provision–

(a) for determining the amount of the liabilities of an insurer to policyholders of any class

or description for the purpose of proof in a winding up; and

(b) generally for carrying into effect the provisions of this Part with respect to the winding

up of insurers.

(2) Winding-up rules may, in particular, make provision for all or any of the following matters–

(a) the identification of assets and liabilities;

(b) the apportionment, between assets of different classes or descriptions, of–

(i) the costs, charges and expenses of the winding up; and

(ii) any debts of the insurer of a specified class or description;

(c) the determination of the amount of liabilities of a specified description;

(d) the application of assets for meeting liabilities of a specified description;

(e) the application of assets representing any excess of a specified description.

(3) “Specified” means specified in winding-up rules.

(4) “Winding-up rules” means rules made under section 411 of the 1986 Act (or Article 359 of the

1989 Order).

(5) Nothing in this section affects the power to make winding-up rules under the 1986 Act or the

1989 Order.

Commencement

Pt XXIV s. 379(1)-(5): July 20, 2001 (SI 2001/2632 art. 2(1), Sch. 1(1) para. 1)

Extent

Pt XXIV s. 379(1)-(5): United Kingdom 

PART XXV

INJUNCTIONS AND RESTITUTION

Injunctions

Law In Force

380.— Injunctions.

(1) If, on the application of the [ appropriate regulator ]

1

 or the Secretary of State, the court is

satisfied–

(a) that there is a reasonable likelihood that any person will contravene a relevant

requirement, or

(b) that any person has contravened a relevant requirement and that there is a reasonable

likelihood that the contravention will continue or be repeated,

the court may make an order restraining (or in Scotland an interdict prohibiting) the contravention.

Financial Services and Markets Act 2000 Page 653
(2) If on the application of the [ appropriate regulator ]

1

 or the Secretary of State the court is

satisfied–

(a) that any person has contravened a relevant requirement, and

(b) that there are steps which could be taken for remedying the contravention,

the court may make an order requiring that person, and any other person who appears to have been

knowingly concerned in the contravention, to take such steps as the court may direct to remedy it.

(3) If, on the application of the [ appropriate regulator ]

1

 or the Secretary of State, the court is

satisfied that any person may have–

(a) contravened a relevant requirement, or

(b) been knowingly concerned in the contravention of such a requirement,

it may make an order restraining (or in Scotland an interdict prohibiting) him from disposing of,

or otherwise dealing with, any assets of his which it is satisfied he is reasonably likely to dispose

of or otherwise deal with.

(4) The jurisdiction conferred by this section is exercisable by the High Court and the Court of

Session.

(5) In subsection (2), references to remedying a contravention include references to mitigating its

effect.

(6) “Relevant requirement”–

(a) in relation to an application by the [ appropriate regulator ]

2

 , means a requirement–

[(i) which is imposed by or under this Act or by a qualifying EU provision specified,

or of a description specified, for the purposes of this subsection by the Treasury by

order; [...]4]

3

(ii) which is imposed by or under any other Act and whose contravention constitutes

an offence [ mentioned in section 402(1) ]

5

 ; [ or ]

6

[ (iii) which is imposed by the Alternative Investment Fund Managers Regulations

2013; ]

6

(b) in relation to an application by the Secretary of State, means a requirement which is

imposed by or under this Act and whose contravention constitutes an offence which the

Secretary of State has power to prosecute under this Act.

(7) In the application of subsection (6) to Scotland–

(a) [...]7

(b) in paragraph (b) omit “which the Secretary of State has power to prosecute under this

Act”.

[ (8) The PRA is the “appropriate regulator” in the case of a contravention of—

(a) a requirement that is imposed by the PRA under any provision of this Act,

(b) a requirement under section 56(6) where the authorised person concerned is a

PRA-authorised person and the prohibition order concerned is made by the PRA, or

(c) a requirement under section 59(1) or (2) where the authorised person concerned is a

PRA-authorised person and the approval concerned falls to be given by the PRA.

(9) In the case of a contravention of a requirement that is imposed by a qualifying EU provision,

“the appropriate regulator”is whichever of the PRA or the FCA (or both) is specified by the Treasury

by order in relation to the qualifying EU provision for the purposes of this section.

Financial Services and Markets Act 2000 Page 654
(10) In the case of a contravention of a requirement where the contravention constitutes an offence

under this Act, the “appropriate regulator”is whichever of the PRA or the FCA has power to

prosecute the offence (see section 401).

(11) The FCA is the “appropriate regulator” in the case of a contravention of any other requirement.

(12) The Treasury may by order amend the definition of “appropriate regulator”. ]

8

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.19(2) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.19(3)(a) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

3

Substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.19(3)(b) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

4 Word repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.27(a) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.19(3)(c) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

6 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.27(b) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

7 Repealed by Financial Services Act 2012 c. 21 Sch.9(5) para.19(4) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

8 Added by Financial Services Act 2012 c. 21 Sch.9(5) para.19(5) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

Commencement

Pt XXV s. 380(1)-(7)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXV s. 380(1)-(12): United Kingdom 

Law In Force

381.— Injunctions in cases of market abuse.

(1) If, on the application of the [ FCA ]

1

 , the court is satisfied–

(a) that there is a reasonable likelihood that any person will engage in market abuse, or

(b) that any person is or has engaged in market abuse and that there is a reasonable likelihood

that the market abuse will continue or be repeated,

the court may make an order restraining (or in Scotland an interdict prohibiting) the market abuse.

(2) If on the application of the [ FCA ]

1

 the court is satisfied–

(a) that any person is or has engaged in market abuse, and

(b) that there are steps which could be taken for remedying the market abuse,

the court may make an order requiring him to take such steps as the court may direct to remedy it.

(3) Subsection (4) applies if, on the application of the [ FCA ]

1

 , the court is satisfied that any

person–

(a) may be engaged in market abuse; or

Financial Services and Markets Act 2000 Page 655
(b) may have been engaged in market abuse.

(4) The court [ may ]

2

 make an order restraining (or in Scotland an interdict prohibiting) the

person concerned from disposing of, or otherwise dealing with, any assets of his which it is satisfied

that he is reasonably likely to dispose of, or otherwise deal with.

(5) The jurisdiction conferred by this section is exercisable by the High Court and the Court of

Session.

(6) In subsection (2), references to remedying any market abuse include references to mitigating

its effect.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.20(2) (April 1, 2013)

2 Word inserted by Financial Services Act 2012 c. 21 Sch.9(5) para.20(3) (April 1, 2013)

Commencement

Pt XXV s. 381(1)-(6): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXV s. 381(1)-(6): United Kingdom 

Restitution orders

Law In Force

382.— Restitution orders.

(1) The court may, on the application of the [ appropriate regulator ]

1

 or the Secretary of State,

make an order under subsection (2) if it is satisfied that a person has contravened a relevant

requirement, or been knowingly concerned in the contravention of such a requirement, and–

(a) that profits have accrued to him as a result of the contravention; or

(b) that one or more persons have suffered loss or been otherwise adversely affected as a

result of the contravention.

(2) The court may order the person concerned to pay to the [ regulator concerned ]

2

 such sum as

appears to the court to be just having regard–

(a) in a case within paragraph (a) of subsection (1), to the profits appearing to the court to

have accrued;

(b) in a case within paragraph (b) of that subsection, to the extent of the loss or other adverse

effect;

(c) in a case within both of those paragraphs, to the profits appearing to the court to have

accrued and to the extent of the loss or other adverse effect.

(3) Any amount paid to the [ regulator concerned ]

2

 in pursuance of an order under subsection (2)

must be paid by it to such qualifying person or distributed by it among such qualifying persons as

the court may direct.

Financial Services and Markets Act 2000 Page 656
(4) On an application under subsection (1) the court may require the person concerned to supply

it with such accounts or other information as it may require for any one or more of the following

purposes–

(a) establishing whether any and, if so, what profits have accrued to him as mentioned in

paragraph (a) of that subsection;

(b) establishing whether any person or persons have suffered any loss or adverse effect as

mentioned in paragraph (b) of that subsection and, if so, the extent of that loss or adverse

effect; and

(c) determining how any amounts are to be paid or distributed under subsection (3).

(5) The court may require any accounts or other information supplied under subsection (4) to be

verified in such manner as it may direct.

(6) The jurisdiction conferred by this section is exercisable by the High Court and the Court of

Session.

(7) Nothing in this section affects the right of any person other than the [ appropriate regulator ]

3

or the Secretary of State to bring proceedings in respect of the matters to which this section applies.

(8) “Qualifying person” means a person appearing to the court to be someone–

(a) to whom the profits mentioned in subsection (1)(a) are attributable; or

(b) who has suffered the loss or adverse effect mentioned in subsection (1)(b).

(9) “Relevant requirement”–

(a) in relation to an application by the [ appropriate regulator ]

4

 , means a requirement–

[(i) which is imposed by or under this Act or by a qualifying EU provision specified,

or of a description specified, for the purposes of this subsection by the Treasury by

order; [...]6]

5

(ii) which is imposed by or under any other Act and whose contravention constitutes

an offence [ mentioned in section 402(1) ]

7

 ; [ or ]

8

[ (iii) which is imposed by the Alternative Investment Fund Managers Regulations

2013; ]

8

(b) in relation to an application by the Secretary of State, means a requirement which is

imposed by or under this Act and whose contravention constitutes an offence which the

Secretary of State has power to prosecute under this Act.

(10) In the application of subsection (9) to Scotland–

(a) [...]9

(b) in paragraph (b) omit “which the Secretary of State has power to prosecute under this

Act””.

[ (11) The PRA is the “appropriate regulator” in the case of a contravention of—

(a) a requirement that is imposed by the PRA under any provision of this Act,

(b) a requirement under section 56(6) where the authorised person concerned is a

PRA-authorised person and the prohibition order concerned is made by the PRA, or

(c) a requirement under section 59(1) or (2) where the authorised person concerned is a

PRA-authorised person and the approval concerned falls to be given by the PRA.

(12) In the case of a contravention of a requirement that is imposed by a qualifying EU provision,

“the appropriate regulator”is whichever of the PRA or the FCA (or both) is specified by the Treasury

by order in relation to the qualifying EU provision for the purposes of this section.

Financial Services and Markets Act 2000 Page 657
(13) In the case of a contravention of a requirement where the contravention constitutes an offence

under this Act, the “appropriate regulator”is the regulator which has power to prosecute the offence

(see section 401).

(14) The FCA is the “appropriate regulator” in the case of a contravention of any other requirement.

(15) The Treasury may by order amend the definition of “appropriate regulator”. ]

10

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.21(2) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.21(3) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.21(4) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.21(5)(a) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

5

Substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.21(5)(b) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

6 Word repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.28(a) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.21(5)(c) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

8 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.28(b) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

9 Repealed by Financial Services Act 2012 c. 21 Sch.9(5) para.21(6) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

10 Added by Financial Services Act 2012 c. 21 Sch.9(5) para.21(7) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

Commencement

Pt XXV s. 382(1)-(10)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXV s. 382(1)-(15): United Kingdom 

Law In Force

383.— Restitution orders in cases of market abuse.

(1) The court may, on the application of the [ FCA ]

1

 , make an order under subsection (4) if it is

satisfied that a person (“the person concerned”)–

(a) has engaged in market abuse, or

(b) by taking or refraining from taking any action has required or encouraged another person

or persons to engage in behaviour which, if engaged in by the person concerned, would

amount to market abuse,

and the condition mentioned in subsection (2) is fulfilled.

(2) The condition is–

(a) that profits have accrued to the person concerned as a result; or

Financial Services and Markets Act 2000 Page 658
(b) that one or more persons have suffered loss or been otherwise adversely affected as a

result.

(3) But the court may not make an order under subsection (4) if it is satisfied that–

(a) the person concerned believed, on reasonable grounds, that his behaviour did not fall

within paragraph (a) or (b) of subsection (1); or

(b) he took all reasonable precautions and exercised all due diligence to avoid behaving in

a way which fell within paragraph (a) or (b) of subsection (1).

(4) The court may order the person concerned to pay to the [ FCA ]

1

 such sum as appears to the

court to be just having regard–

(a) in a case within paragraph (a) of subsection (2), to the profits appearing to the court to

have accrued;

(b) in a case within paragraph (b) of that subsection, to the extent of the loss or other adverse

effect;

(c) in a case within both of those paragraphs, to the profits appearing to the court to have

accrued and to the extent of the loss or other adverse effect.

(5) Any amount paid to the [ FCA ]

1

 in pursuance of an order under subsection (4) must be paid

by it to such qualifying person or distributed by it among such qualifying persons as the court may

direct.

(6) On an application under subsection (1) the court may require the person concerned to supply

it with such accounts or other information as it may require for any one or more of the following

purposes–

(a) establishing whether any and, if so, what profits have accrued to him as mentioned in

subsection (2)(a);

(b) establishing whether any person or persons have suffered any loss or adverse effect as

mentioned in subsection (2)(b) and, if so, the extent of that loss or adverse effect; and

(c) determining how any amounts are to be paid or distributed under subsection (5).

(7) The court may require any accounts or other information supplied under subsection (6) to be

verified in such manner as it may direct.

(8) The jurisdiction conferred by this section is exercisable by the High Court and the Court of

Session.

(9) Nothing in this section affects the right of any person other than the [ FCA ]

1

 to bring

proceedings in respect of the matters to which this section applies.

(10) “Qualifying person” means a person appearing to the court to be someone–

(a) to whom the profits mentioned in paragraph (a) of subsection (2) are attributable; or

(b) who has suffered the loss or adverse effect mentioned in paragraph (b) of that subsection.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.22 (April 1, 2013)

Commencement

Pt XXV s. 383(1)-(10)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 659
Extent

Pt XXV s. 383(1)-(10)(b): United Kingdom 

Restitution required by [ FCA or PRA ]

1

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.23(10) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

Law In Force

384.— Power of [ FCA or PRA ]

1

 to require restitution.

(1) [ The appropriate regulator ]

2

 may exercise the power in subsection (5) if it is satisfied that an

authorised person [ or recognised investment exchange ]

3

 (“the person concerned”) has contravened

a relevant requirement, or been knowingly concerned in the contravention of such a requirement,

and–

(a) that profits have accrued to him as a result of the contravention; or

(b) that one or more persons have suffered loss or been otherwise adversely affected as a

result of the contravention.

(2) The [ FCA ]

4

 may exercise the power in subsection (5) if it is satisfied that a person (“the

person concerned”)–

(a) has engaged in market abuse, or

(b) by taking or refraining from taking any action has required or encouraged another person

or persons to engage in behaviour which, if engaged in by the person concerned, would

amount to market abuse,

and the condition mentioned in subsection (3) is fulfilled,

(3) The condition is–

(a) that profits have accrued to the person concerned as a result of the market abuse; or

(b) that one or more persons have suffered loss or been otherwise adversely affected as a

result of the market abuse.

(4) But the [ FCA ]

4

 may not exercise that power as a result of subsection (2) if, having considered

any representations made to it in response to a warning notice, there are reasonable grounds for it

to be satisfied that–

(a) the person concerned believed, on reasonable grounds, that his behaviour did not fall

within paragraph (a) or (b) of that subsection; or

(b) he took all reasonable precautions and exercised all due diligence to avoid behaving in

a way which fell within paragraph (a) or (b) of that subsection.

(5) The power referred to in subsections (1) and (2) is a power to require the person concerned, in

accordance with such arrangements as the [ regulator exercising the power (“the regulator

concerned”) ]

5

 considers appropriate, to pay to the appropriate person or distribute among the

appropriate persons such amount as appears to the [regulator concerned ]

6

 to be just having regard–

(a) in a case within paragraph (a) of subsection (1) or (3), to the profits appearing to the

[ regulator concerned ]

6

 to have accrued;

Financial Services and Markets Act 2000 Page 660
(b) in a case within paragraph (b) of subsection (1) or (3), to the extent of the loss or other

adverse effect;

(c) in a case within paragraphs (a) and (b) of subsection (1) or (3), to the profits appearing

to the [ regulator concerned ]

6

 to have accrued and to the extent of the loss or other adverse

effect.

(6) “Appropriate person” means a person appearing to the [ regulator concerned ]

7

 to be someone–

(a) to whom the profits mentioned in paragraph (a) of subsection (1) or (3) are attributable;

or

(b) who has suffered the loss or adverse effect mentioned in paragraph (b) of subsection

(1) or (3).

(7) “Relevant requirement” means–

(a) a requirement imposed by or under this Act [ or by ]

8

[ a qualifying EU provision

specified, or of a description specified, for the purposes of this subsection by the Treasury

by order ]

9

 ; [...]10

(b) a requirement which is imposed by or under any other Act and whose contravention

constitutes an offence [ mentioned in section 402(1) ]

11 [ ; and ]12

[ (c) a requirement imposed by the Alternative Investment Fund Managers Regulations

2013. ]

12

(8) [...]13

[ (9) The PRA is the “appropriate regulator”in the case of a contravention of—

(a) a requirement that is imposed by the PRA under any provision of this Act,

(b) a requirement under section 56(6) where the authorised person concerned is a

PRA-authorised person and the prohibition order concerned is made by the PRA, or

(c) a requirement under section 59(1) or (2) where the authorised person concerned is a

PRA-authorised person and the approval concerned falls to be given by the PRA.

(10) In the case of a contravention of a requirement that is imposed by a qualifying EU provision,

“the appropriate regulator”is whichever of the PRA or the FCA (or both) is specified by the Treasury

by order in relation to the qualifying EU provision for the purposes of this section.

(11) In the case of a contravention of a requirement where the contravention constitutes an offence

under this Act, the “appropriate regulator”is the regulator which has power to prosecute the offence

(see section 401).

(12) The FCA is the “appropriate regulator” in the case of a contravention of any other requirement.

(13) The Treasury may by order amend the definition of “appropriate regulator”. ]

14

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.23(9) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.23(2)(a) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

3 Words inserted by Financial Services Act 2012 c. 21 Sch.9(5) para.23(2)(b) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.23(3) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

5 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.23(4)(a) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 661
6 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.23(4)(b) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

7 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.23(5) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

8 Words inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.5 para.15 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.23(6)(a) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

10 Word repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.29(a) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

11 Words substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.23(6)(b) (January 24, 2013 for the purposes

of making orders or regulations; April 1, 2013 otherwise)

12 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.29(b) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

13 Repealed by Financial Services Act 2012 c. 21 Sch.9(5) para.23(7) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

14 Added by Financial Services Act 2012 c. 21 Sch.9(5) para.23(8) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

Commencement

Pt XXV s. 384(1)-(8): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXV s. 384(1)-(8): United Kingdom 

Law In Force

385.— Warning notices.

(1) If [ a regulator ]

1

 proposes to exercise the power under section 384(5) in relation to a person,

it must give him a warning notice.

(2) A warning notice under this section must specify the amount which [ the regulator ]

2

 proposes

to require the person concerned to pay or distribute as mentioned in section 384(5).

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.24(2) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.24(3) (April 1, 2013)

Commencement

Pt XXV s. 385(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXV s. 385(1)-(2): United Kingdom 

Financial Services and Markets Act 2000 Page 662
Law In Force

386.— Decision notices.

(1) If the [ regulator ]

1

 decides to exercise the power under section 384(5), it must give a decision

notice to the person in relation to whom the power is exercised.

(2) The decision notice must–

(a) state the amount that he is to pay or distribute as mentioned in section 384(5);

(b) identify the person or persons to whom that amount is to be paid or among whom that

amount is to be distributed; and

(c) state the arrangements in accordance with which the payment or distribution is to be

made.

(3) If the [ regulator ]

1

 decides to exercise the power under section 384(5), the person in relation

to whom it is exercised may refer the matter to the Tribunal.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(5) para.25 (April 1, 2013)

Commencement

Pt XXV s. 386(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXV s. 386(1)-(3): United Kingdom 

PART XXVI

NOTICES

Warning notices

Law In Force

387.— Warning notices.

(1) A warning notice must–

(a) state the action which the [ regulator giving the notice (“the regulator concerned”) ]

1

proposes to take;

(b) be in writing;

(c) give reasons for the proposed action;

(d) state whether section 394 applies; and

(e) if that section applies, describe its effect and state whether any secondary material exists

to which the person concerned must be allowed access under it.

[ (1A) Where the PRA is the regulator concerned and the FCA proposes to refuse consent for the

purposes of section 55F, 55I or 59 or to give conditional consent as mentioned in section 55F(5)

or 55I(8), the warning notice given by the PRA must—

(a) state that fact, and

Financial Services and Markets Act 2000 Page 663
(b) give the reasons for the FCA's proposal.

]

2

(2) [ A warning ]

3

 notice must specify a reasonable period (which may not be less than [ 14 days]

4

) within which the person to whom it is given may make representations to the [ regulator

concerned ]

5

 .

(3) [ The regulator concerned ]

6

 may extend the period specified in the notice.

[ (3A) Where the PRA receives any representations in response to a warning notice given by it

under section 55X(1) or (2) or 62(2) in a case falling within subsection (1A) it must—

(a) if the representations are in writing, give a copy to the FCA, or

(b) if they are not in writing and have not been given directly to the FCA by the person

making them, provide the FCA with a record of them.

]

7

(4) [ The regulator concerned ]

8

 must then decide, within a reasonable period, whether to give the

person concerned a decision notice.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.26(2) (April 1, 2013)

2 Added by Financial Services Act 2012 c. 21 Sch.9(6) para.26(3) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.26(4)(a) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.26(4)(b) (April 1, 2013)

5 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.26(4)(c) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.26(5) (April 1, 2013)

7 Added by Financial Services Act 2012 c. 21 Sch.9(6) para.26(6) (April 1, 2013)

8 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.26(7) (April 1, 2013)

Commencement

Pt XXVI s. 387(1)-(4): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XXVI s. 387(1)-(4): United Kingdom 

Decision notices

Law In Force

388.— Decision notices.

(1) A decision notice must–

(a) be in writing;

(b) give [ the reasons of the regulator giving the notice (“the regulator concerned”) ]

1

 for

the decision to take the action to which the notice relates;

(c) state whether section 394 applies;

(d) if that section applies, describe its effect and state whether any secondary material exists

to which the person concerned must be allowed access under it; and

Financial Services and Markets Act 2000 Page 664
(e) give an indication of–

(i) any right to have the matter referred to the Tribunal which is given by this Act;

and

(ii) the procedure on such a reference.

[ (1A) Where the PRA is the regulator concerned and the FCA has decided to refuse consent for

the purposes of section 55F, 55I or 59 or to give conditional consent as mentioned in section 55F(5)

or 55I(8), the decision notice given by the PRA must—

(a) state that fact, and

(b) give the reasons for the FCA's decision.

]

2

(2) If the decision notice was preceded by a warning notice, the action to which the decision notice

relates must be action under the same Part as the action proposed in the warning notice.

(3) [ The regulator concerned ]

3

 may, before it takes the action to which a decision notice (“the

original notice”) relates, give the person concerned a further decision notice which relates to different

action in respect of the same matter.

(4) [ The regulator concerned ]

3

 may give a further decision notice as a result of subsection (3)

only if the person to whom the original notice was given consents.

(5) If the person to whom a decision notice is given under subsection (3) had the right to refer the

matter to which the original decision notice related to the Tribunal, he has that right as respects the

decision notice under subsection (3).

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.27(2) (April 1, 2013)

2 Added by Financial Services Act 2012 c. 21 Sch.9(6) para.27(3) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.27(4) (April 1, 2013)

Commencement

Pt XXVI s. 388(1)-(5): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XXVI s. 388(1)-(5): United Kingdom 

Conclusion of proceedings

Law In Force

389.— Notices of discontinuance.

(1) If [ a regulator ]

1

 decides not to take–

(a) the action proposed in a warning notice [ given by it ]

2

 , or

(b) the action to which a decision notice [ given by it ]

2

 relates,

it must give a notice of discontinuance to the person to whom the warning notice or decision notice

was given.

Financial Services and Markets Act 2000 Page 665
(2) But subsection (1) does not apply if the discontinuance of the proceedings concerned results in

the granting of an application made by the person to whom the warning or decision notice was

given.

(3) A notice of discontinuance must identify the proceedings which are being discontinued.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.28(a) (April 1, 2013)

2 Words inserted by Financial Services Act 2012 c. 21 Sch.9(6) para.28(b) (April 1, 2013)

Commencement

Pt XXVI s. 389(1)-(3): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XXVI s. 389(1)-(3): United Kingdom 

Law In Force

390.— Final notices.

(1) If [ a regulator ]

1

 has given a person a decision notice and the matter was not referred to the

Tribunal within the [ time required by Tribunal Procedure Rules]

2

 , [ the regulator ]

3

 must, on

taking the action to which the decision notice relates, give the person concerned and any person to

whom the decision notice was copied a final notice.

(2) If [ a regulator ]

4

 has given a person a decision notice and the matter was referred to the

Tribunal, [ the regulator ]

5

 must, on taking action in accordance with any directions given by–

(a) the Tribunal, or

[ (b) a court on an appeal against the decision of the Tribunal, ]

6

give that person and any person to whom the decision notice was copied [ the notice required by

subsection (2A) ]

7

 .

[ (2A) The notice required by this subsection is—

(a) in a case where the regulator is acting in accordance with a direction given by the

Tribunal under section 133(6)(b), or by the court on an appeal from a decision by the Tribunal

under section 133(6), a further decision notice, and

(b) in any other case, a final notice.

]

8

(3) A final notice about a statement must–

(a) set out the terms of the statement;

(b) give details of the manner in which, and the date on which, the statement will be

published.

(4) A final notice about an order must–

(a) set out the terms of the order;

(b) state the date from which the order has effect.

(5) A final notice about a penalty must–

(a) state the amount of the penalty;

(b) state the manner in which, and the period within which, the penalty is to be paid;

Financial Services and Markets Act 2000 Page 666
(c) give details of the way in which the penalty will be recovered if it is not paid by the

date stated in the notice.

(6) A final notice about a requirement to make a payment or distribution in accordance with section

384(5) must state–

(a) the persons to whom,

(b) the manner in which, and

(c) the period within which,

it must be made.

(7) In any other case, the final notice must–

(a) give details of the action being taken;

(b) state the date on which the action is to be taken.

(8) The period stated under subsection (5)(b) or (6)(c) may not be less than 14 days beginning with

the date on which the final notice is given.

(9) If all or any of the amount of a penalty payable under a final notice is outstanding at the end

of the period stated under subsection (5)(b), [ the regulator giving the notice ]

9

 may recover the

outstanding amount as a debt due to it.

(10) If all or any of a required payment or distribution has not been made at the end of a period

stated in a final notice under subsection (6)(c), the obligation to make the payment is enforceable,

on the application of [ the regulator giving the notice ]

9

 , by injunction or, in Scotland, by an order

under section 45 of the Court of Session Act 1988.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.29(2)(a) (April 1, 2013)

2 Words substituted by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.47(a) (April 6, 2010)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.29(2)(b) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.29(3)(a) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.29(3)(b) (April 1, 2013)

6

Substituted by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.47(b) (April 6, 2010)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.29(3)(c) (April 1, 2013)

8 Added by Financial Services Act 2012 c. 21 Sch.9(6) para.29(4) (April 1, 2013)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.29(5) (April 1, 2013)

Commencement

Pt XXVI s. 390(1)-(10): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XXVI s. 390(1)-(10): United Kingdom 

Financial Services and Markets Act 2000 Page 667
Publication

Law In Force

391.— Publication.

[ (1) In the case of a warning notice falling within subsection (1ZB)—

(a) neither the regulator giving the notice nor a person to whom it is given or copied may

publish the notice,

(b) a person to whom the notice is given or copied may not publish any details concerning

the notice unless the regulator giving the notice has published those details, and

(c) after consulting the persons to whom the notice is given or copied, the regulator giving

the notice may publish such information about the matter to which the notice relates as it

considers appropriate.

(1ZA) In the case of a warning notice not falling within subsection (1ZB), neither the regulator

giving the notice nor a person to whom it is given or copied may publish the notice or any details

concerning it.

(1ZB) A warning notice falls within this subsection if it is given under—

(a) section 63B;

(b) section 67;

(c) section 87M;

(d) section 88B;

(e) section 89K;

(f) section 89R;

(g) section 92;

(h) section 126;

(i) section 131H;

(j) section 192L;

(k) section 207;

(l) section 312G;

(m) section 345B (whether as a result of section 345(2) or 345A(3) or section 249(1) [ or

261K(1) ]

2

).

]

1

[ (1A) A person to whom a decision notice is given or copied may not publish the notice or any

details concerning it unless the [ regulator giving the notice ]

4

 has published the notice or those

details. ]

3

(2) A notice of discontinuance must state that, if the person to whom the notice is given consents,

the [ regulator giving the notice ]

4

 may publish such information as it considers appropriate about

the matter to which the discontinued proceedings related.

(3) A copy of a notice of discontinuance must be accompanied by a statement that, if the person

to whom the notice is copied consents, the [ regulator giving the notice ]

4

 may publish such

information as it considers appropriate about the matter to which the discontinued proceedings

related, so far as relevant to that person.

(4) [ The regulator giving a decision or final notice ]

5

 must publish such information about the

matter to which [ the notice ]

6

 relates as it considers appropriate.

Financial Services and Markets Act 2000 Page 668
(5) When a supervisory notice takes effect, the [ regulator giving the notice ]

7

 must publish such

information about the matter to which the notice relates as it considers appropriate.

[(5A) Subsection (5) does not apply in relation to a notice given in accordance with section 137S(5)

or (8)(a) (but see section 137S(11)). ]

8

[ (6) The FCA may not publish information under this section if, in its opinion, publication of the

information would be—

(a) unfair to the person with respect to whom the action was taken (or was proposed to be

taken),

(b) prejudicial to the interests of consumers, or

(c) detrimental to the stability of the UK financial system.

(6A) The PRA may not publish information under this section if, in its opinion, publication of the

information would be—

(a) unfair to the person with respect to whom the action was taken (or was proposed to be

taken),

(b) prejudicial to the safety and soundness of PRA-authorised persons, or

(c) in a case where section 2C applies, prejudicial to securing the appropriate degree of

protection for policyholders.

]

9

(7) Information is to be published under this section in such manner as the [ regulator ]

10 considers

appropriate.

[ (7A) Where [ a regulator ]

12 publishes information under subsection (4) or (5) in respect of a

final notice or a supervisory notice which relates to a contravention of a requirement falling within

subsection (7B) at the same time as it publishes the information it must notify ESMA that it has

done so.

(7B) A requirement falls within this subsection if it is imposed—

(a) by or under any provision made by or under this Act which implements Directive

2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider

dealing and market manipulation (market abuse),

(b) by any directly applicable EU regulation made under that directive,

(c) by or under any provision made by or under this Act which implements the markets in

financial instruments directive, or

(d) by any directly applicable EU regulation made under the markets in financial instruments

directive.

]

11

(8) For the purposes of determining when a supervisory notice takes effect, a matter to which the

notice relates is open to review if–

(a) the period during which any person may refer the matter to the Tribunal is still running;

(b) the matter has been referred to the Tribunal but has not been dealt with;

(c) the matter has been referred to the Tribunal and dealt with but the period during which

an appeal may be brought against the Tribunal's decision is still running; or

(d) such an appeal has been brought but has not been determined.

(9) “Notice of discontinuance” means a notice given under section 389.

(10) “Supervisory notice”has the same meaning as in section 395.

Financial Services and Markets Act 2000 Page 669
[ (11) Section 425A (meaning of “consumers”) applies for the purposes of this section. ]

13

Notes

1

S.391(1)-(1ZB) substituted for s.391(1) by Financial Services Act 2012 c. 21 Sch.9(6) para.30(2) (April 1, 2013:

substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in 2012 c.21

Sch.20 para.7)

2 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(18) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

3 Added by Financial Services Act 2010 c. 28 s.13(3) (October 12, 2010: insertion has effect subject to transitional

provision specified in SI 2010/2480 art.4)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.30(3) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.30(4)(a) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.30(4)(b) (April 1, 2013)

7 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.30(5) (April 1, 2013)

8 Added by Financial Services Act 2012 c. 21 Pt 2 s.24(2) (January 24, 2013 for the purpose of giving directions

under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of guidance under

2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under 2000 c.8 s.395

in relation to the procedure to be followed in relation to the giving of supervisory notices in accordance with 2000

c.8 s.137S(5) or (8)(a) and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013

otherwise)

9

S.391(6)-(6A) substituted for s.391(6) by Financial Services Act 2012 c. 21 Sch.9(6) para.30(6) (April 1, 2013)

10 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.30(7) (April 1, 2013)

11 Added by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(13) (April 16, 2012)

12 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.30(8) (April 1, 2013)

13 Substituted by Financial Services Act 2010 c. 28 Sch.2(1) para.28 (April 8, 2010)

Commencement

Pt XXVI s. 391(1)-(11): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XXVI s. 391(1)-(11): United Kingdom 

Third party rights and access to evidence

Law In Force

392. Application of sections 393 and 394.

Sections 393 and 394 apply to–

(a) a warning notice given in accordance with [ [section 55Z(1), 57(1), 63(3), 63B(1),

67(1), 88(4)(b), 88B(1), 92(1), 126(1), 131H(1), 192L(1), 207(1), 255(1), 261V(1), 280(1),

312G(1), 331(1), 345B(1) ]

2

 (whether as a result of section 345(2), 345A(3) ]

1

 or section

249(1) [ or 261K(1) ]

3

 ) [ , 385(1) or 412B(4) or (8) ]

4

;

(b) a decision notice given in accordance with [ [section 55Z(2), 57(3), 63(4), 63B(3),

67(4), 88(6)(b), 88B(5), 92(4), 127(1), 131H(4), 192L(4), 208(1), 255(2), 261V(2), 280(2),

312H(1), 331(3), 345B(4) ]

6

 (whether as a result of section 345(2), 345A(3) ]

5

 or section

249(1) [ or 261K(1) ]

7

 ) [ , 386(1) or 412B(5) or (9) ]

8

.

Financial Services and Markets Act 2000 Page 670
Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.13 para.8(2) (April 1, 2013)

2 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(19)(a)(i) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

3 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(19)(a)(ii) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

4 Words substituted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.5 para.16(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.13 para.8(3) (April 1, 2013)

6 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(19)(b)(i) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

7 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(19)(b)(ii) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388

reg.24)

8 Words substituted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.5 para.16(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

Commencement

Pt XXVI s. 392(a)-(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XXVI s. 392(a)-(b): United Kingdom 

Law In Force

393.— Third party rights.

(1) If any of the reasons contained in a warning notice to which this section applies relates to a

matter which–

(a) identifies a person (“the third party”) other than the person to whom the notice is given,

and

(b) in the opinion of the [ regulator giving the notice ]

1

 , is prejudicial to the third party,

a copy of the notice must be given to the third party.

(2) Subsection (1) does not require a copy to be given to the third party if the [ regulator giving

the notice ]

1

 –

(a) has given him a separate warning notice in relation to the same matter; or

(b) gives him such a notice at the same time as it gives the warning notice which identifies

him.

(3) The notice copied to a third party under subsection (1) must specify a reasonable period (which

may not be less than [ 14 days]

2

 ) within which he may make representations to [ the regulator

giving the notice ]

3

 .

Financial Services and Markets Act 2000 Page 671
(4) If any of the reasons contained in a decision notice to which this section applies relates to a

matter which–

(a) identifies a person (“the third party”) other than the person to whom the decision notice

is given, and

(b) in the opinion of [ the regulator giving the notice ]

4

 , is prejudicial to the third party,

a copy of the notice must be given to the third party.

(5) If the decision notice was preceded by a warning notice, a copy of the decision notice must

(unless it has been given under subsection (4)) be given to each person to whom the warning notice

was copied.

(6) Subsection (4) does not require a copy to be given to the third party if [ the regulator giving

the notice ]

4

 –

(a) has given him a separate decision notice in relation to the same matter; or

(b) gives him such a notice at the same time as it gives the decision notice which identifies

him.

(7) Neither subsection (1) nor subsection (4) requires a copy of a notice to be given to a third party

if [ the regulator giving the notice ]

4

 considers it impracticable to do so.

(8) Subsections (9) to (11) apply if the person to whom a decision notice is given has a right to

refer the matter to the Tribunal.

(9) A person to whom a copy of the notice is given under this section may refer to the Tribunal–

(a) the decision in question, so far as it is based on a reason of the kind mentioned in

subsection (4); or

(b) any opinion expressed by [ the regulator giving the notice ]

4

 in relation to him.

(10) The copy must be accompanied by an indication of the third party's right to make a reference

under subsection (9) and of the procedure on such a reference.

(11) A person who alleges that a copy of the notice should have been given to him, but was not,

may refer to the Tribunal the alleged failure and–

(a) the decision in question, so far as it is based on a reason of the kind mentioned in

subsection (4); or

(b) any opinion expressed by [ the regulator giving the notice ]

4

 in relation to him.

(12) Section 394 applies to a third party as it applies to the person to whom the notice to which this

section applies was given, in so far as the material [ to which access must be given ]

5

 under that

section relates to the matter which identifies the third party.

(13) A copy of a notice given to a third party under this section must be accompanied by a description

of the effect of section 394 as it applies to him.

(14) Any person to whom a warning notice or decision notice was copied under this section must

be given a copy of a notice of discontinuance applicable to the proceedings to which the warning

notice or decision notice related.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.32(2) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.32(3)(a) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.32(3)(b) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.32(4) (April 1, 2013)

Financial Services and Markets Act 2000 Page 672
5 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.32(5) (April 1, 2013)

Commencement

Pt XXVI s. 393(1)-(14): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XXVI s. 393(1)-(14): United Kingdom 

Law In Force

394.— Access to [ FCA or PRA ]

1

 material.

(1) If [ a regulator ]

2

 gives a person (“A”) a notice to which this section applies, it must–

(a) allow him access to the material on which it relied in taking the decision which gave

rise to the obligation to give the notice;

(b) allow him access to any secondary material which [ , in the regulator's opinion, ]

3

might undermine that decision.

(2) But [ the regulator giving the notice ]

4

 does not have to allow A access to material under

subsection (1) if the material is excluded material or it–

(a) relates to a case involving a person other than A; and

(b) was taken into account by [ the regulator giving the notice ]

4

 in A's case only for

purposes of comparison with other cases.

(3) [ The regulator giving the notice ]

5

 may refuse A access to particular material which it would

otherwise have to allow him access to if, in its opinion, allowing him access to the material–

(a) would not be in the public interest; or

(b) would not be fair, having regard to–

(i) the likely significance of the material to A in relation to the matter in respect of

which he has been given a notice to which this section applies; and

(ii) the potential prejudice to the commercial interests of a person other than A

which would be caused by the material's disclosure.

(4) If [ the regulator giving the notice ]

6

 does not allow A access to material because it is excluded

material consisting of a protected item, it must give A written notice of–

(a) the existence of the protected item; and

(b) [ the regulator's]

7

 decision not to allow him access to it.

(5) If [ the regulator giving the notice ]

8

 refuses under subsection (3) to allow A access to material,

it must give him written notice of–

(a) the refusal; and

(b) the reasons for it.

(6) “Secondary material” means material, other than material falling within paragraph (a) of

subsection (1) which–

(a) was considered by [the regulator giving the notice ]

9

 in reaching the decision mentioned

in that paragraph; or

(b) was obtained by [ the regulator giving the notice in connection with the matter to which

that notice ]

10 relates but which was not considered by it in reaching that decision.

(7) “Excluded material” means material which–

Financial Services and Markets Act 2000 Page 673
[ (a) is material the disclosure of which for the purposes of or in connection with any legal

proceedings is prohibited by section 17 of the Regulation of Investigatory Powers Act 2000;

or ]

11

(c) is a protected item (as defined in section 413).

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.33(8) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.33(2)(a) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.33(2)(b) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.33(3) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.33(4) (April 1, 2013)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.33(5)(a) (April 1, 2013)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.33(5)(b) (April 1, 2013)

8 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.33(6) (April 1, 2013)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.33(7)(a) (April 1, 2013)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.33(7)(b) (April 1, 2013)

11 S.394(7)(a) substituted for s.394(7)(a) and (b) by Regulation of Investigatory Powers Act 2000 c. 23 Sch.4 para.11

(September 3, 2001: substitution came into force on October 2, 2000 but could not take effect until the

commencement of 2000 c.8 s.394 on September 3, 2001)

Commencement

Pt XXVI s. 394(1)-(7)(c): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XXVI s. 394(1)-(7)(c): United Kingdom 

The [ FCA's and PRA's]

1

 procedures

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(15) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

Law In Force

395.— The [ FCA's and PRA's]

1

 procedures.

[ (1) Each regulator must determine the procedure that it proposes to follow in relation to the

following—

(a) a decision which gives rise to an obligation to give a supervisory notice,

(b) in the case of the FCA, a decision which—

(i) gives rise to an obligation for it to give a warning notice or decision notice, or

(ii) gives rise to an obligation for the PRA to include a statement under section

387(1A) in a warning notice or a statement under section 388(1A) in a decision

notice,

Financial Services and Markets Act 2000 Page 674
(c) in the case of the PRA, a decision which gives rise to an obligation for it to give a

warning notice or decision notice, other than a decision which depends entirely on a decision

of the FCA of the kind mentioned in paragraph (b)(ii), and

(d) a decision under section 391(1)(c) to publish information about the matter to which a

warning notice relates.

]

2

(2) That procedure must be designed to secure, among other things, [ that—]

3

[ (a) a decision falling within any of paragraphs (a) to (c) of subsection (1) is taken—

(i) by a person not directly involved in establishing the evidence on which the

decision is based, or

(ii) by 2 or more persons who include a person not directly involved in establishing

that evidence,

(b) a decision falling within paragraph (d) of subsection (1) is taken—

(i) by a person other than the person by whom the decision was first proposed, or

(ii) by 2 or more persons not including the person by whom the decision was first

proposed, and

(c) a decision falling within paragraph (d) of subsection (1) is taken in accordance with a

procedure which is, as far as possible, the same as that applicable to a decision which gives

rise to an obligation to give a warning notice and which falls within paragraph (b) or (c) of

subsection (1). ]

3

(3) But the procedure may permit a decision which gives rise to an obligation to give a supervisory

notice to be [ taken otherwise than as mentioned in subsection (2) if the person taking the decision

is of a level of seniority laid down by the procedure and—]

4

[ (a) in the case of procedure proposed by the FCA, the FCA considers that, in the particular

case, it is necessary in order to advance one or more of its operational objectives, or

(b) in the case of procedure proposed by the PRA, the PRA considers that, in the particular

case, it is necessary in order to advance any of its objectives. ]

4

(4) A level of seniority laid down by the procedure for the purposes of subsection (3)(b) must be

appropriate to the importance of the decision.

(5) [ Each regulator ]

5

 must issue a statement of [ its procedure ]

6

 .

(6) The statement must be published in the way appearing to [ the regulator issuing [ the

statement ]

8

]

7

 to be best calculated to bring it to the attention of the public.

(7) [ The regulator issuing the statement ]

9

 may charge a reasonable fee for providing a person

with a copy of the statement.

(8) [ The regulator issuing a statement under this section ]

10 must, without delay, give the Treasury

a copy of [ the statement ]

11

 .

(9) When [ a regulator gives]

12 a supervisory notice, [ other than a warning notice or decision

notice relating to a decision of the PRA that is required by a a decision of the FCA of the kind

mentioned in subsection (1)(b)(ii) ]

13 or a warning notice or decision notice, [ the regulator ]14

must follow its stated procedure.

[ (9A) When the FCA takes a decision falling within subsection (1)(b)(ii), it must follow its stated

procedure. ]

15

Financial Services and Markets Act 2000 Page 675
(10) If [ a regulator ]

16 changes [ its procedure ]17 in a material way, it must publish a revised

statement.

(11) [ A regulator's]

18 failure in a particular case to follow its procedure as set out in the latest

published statement does not affect the validity of a notice given in that case.

(12) But subsection (11) does not prevent the Tribunal from taking into account any such failure

in considering a matter referred to it.

(13) “Supervisory notice” means a notice [ or notification ]

19 given in accordance with section–

[ (a) 55Y(4), (7) or (8)(b); ]

20

(b) 78(2) or (5);

[ (bza) 78A(2) or (8)(b); ]

21

[ (bzb) section 88F(2), (5) or (6)(b); ]

22

[ (bzc) section 89V(2), (5) or (6)(b); ]

23

[ (ba) 96C; ]

24

[ (bb) 87O(2) or (5); ]

25

[ (bba) section 137S(5) or (8)(a); ]

26

[ (bc) 191B(1); ]

27

(c) 197(3), (6) or (7)(b);

(d) 259(3), (8) or (9)(b);

[ (da) 261Z1(3), (8) or (9)(b); ]

28

(e) 268(3), (7)(a) or (9)(a) (as a result of subsection (8) (b));

(f) 282(3), (6) or (7)(b);

[ (fa) 301J(1); ]

29

(g) 321(2) or (5).

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(14) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

2

Substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(2) (January 24, 2013 for the purposes of the

determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(3) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(4) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(5)(a) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(5)(b) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(6)(a) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

8 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(6)(b) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(7) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(8)(a) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

11 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(8)(b) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 676
12 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(9)(a) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

13 Words inserted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(9)(b) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

14 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(9)(c) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

15 Added by Financial Services Act 2012 c. 21 Sch.9(6) para.34(10) (January 24, 2013 for the purposes of the

determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

16 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(11)(a) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

17 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(11)(b) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

18 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(12) (January 24, 2013 for the purposes

of the determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

19 Words inserted by Financial Services Act 2012 c. 21 Pt 2 s.17(3) (March 19, 2013 for purposes of making rules;

April 1, 2013 otherwise)

20 Substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.34(13) (January 24, 2013 for the purposes of the

determination of a procedure and the issue of a statement of the procedure; April 1, 2013 otherwise)

21 Added by Regulatory Reform (Financial Services and Markets Act 2000) Order 2007/1973 art.8 (July 12, 2007)

22 Added by Financial Services Act 2012 c. 21 Pt 2 s.18(6) (January 24, 2013 for the purpose of the preparation and

issue of a statement of policy under 2000 c.8 s.88C; March 19, 2013 for purposes of making rules; April 1, 2013

otherwise)

23 Added by Financial Services Act 2012 c. 21 Pt 2 s.19(2) (January 24, 2013 for the purpose of the preparation and

issue of a statement of policy under 2000 c.8 s.89S and for the purpose of making rules as specified in SI 2013/113

art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

24 Added by Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005/381 reg.7 (July 1, 2005)

25 Added by Prospectus Regulations 2005/1433 Sch.1 para.14 (July 1, 2005)

26 Added by Financial Services Act 2012 c. 21 Pt 2 s.24(3) (January 24, 2013 for the purpose of giving directions

under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of guidance under

2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under 2000 c.8 s.395

in relation to the procedure to be followed in relation to the giving of supervisory notices in accordance with 2000

c.8 s.137S(5) or (8)(a) and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013

otherwise)

27 Added by Financial Services and Markets Act 2000 (Controllers) Regulations 2009/534 reg.6(a) (March 21, 2009)

28 Added by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388 Pt 2

reg.3(20) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

29 Added by Financial Services and Markets Act 2000 (Controllers) Regulations 2009/534 reg.6(b) (March 21, 2009)

Commencement

Pt XXVI s. 395(1)-(13)(g): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXVI s. 395(1)-(13)(g): United Kingdom 

Financial Services and Markets Act 2000 Page 677
Law In Force

396.— Statements under section 395: consultation.

(1) Before issuing a statement of [ its]

1

 procedure under section 395 , [ the regulator ]

2

 must

publish a draft of the proposed statement in the way appearing to [ it ]

3

 to be best calculated to

bring [ the draft ]

4

 to the attention of the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made

to the [ regulator publishing the draft ]

5

 within a specified time.

(3) [Before a regulator issues the proposed statement of its procedure, it ]

6

 must have regard to

any representations made to it in accordance with subsection (2).

(4) If the [ regulator issues the proposed statement of its procedure, ]

7

 it must publish an account,

in general terms, of–

(a) the representations made to it in accordance with subsection (2); and

(b) its response to them.

(5) If the [statement of the regulator's procedure differs from the draft published by it ]

8

 under

subsection (1) in a way which is [ , in its opinion, ]

9

 significant, [ it must ]

10 (in addition to

complying with subsection (4) publish details of the difference.

(6) [ The regulator publishing a draft under subsection (1) ]

11 may charge a reasonable fee for

providing a person with a copy of [ the draft ]

12

 .

(7) This section also applies to a proposal to revise a statement of policy.

Notes

1 Word inserted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(2)(a) (January 24, 2013: insertion has effect

on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(2)(b) (January 24, 2013: substitution has

effect on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(2)(c) (January 24, 2013: substitution has

effect on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

4 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(2)(d) (January 24, 2013: substitution has

effect on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

5 Word substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(3) (January 24, 2013: substitution has

effect on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(4) (January 24, 2013: substitution has

effect on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(5) (January 24, 2013: substitution has

effect on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

Financial Services and Markets Act 2000 Page 678
procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

8 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(6)(a) (January 24, 2013: substitution has

effect on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

9 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(6)(b) (January 24, 2013: substitution has

effect on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

10 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(6)(c) (January 24, 2013: substitution has

effect on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

11 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(7)(a) (January 24, 2013: substitution has

effect on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

12 Words substituted by Financial Services Act 2012 c. 21 Sch.9(6) para.35(7)(b) (January 24, 2013: substitution has

effect on January 24, 2013 for the purposes of the determination of a procedure and the issue of a statement of the

procedure as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012

c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Commencement

Pt XXVI s. 396(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXVI s. 396(1)-(7): United Kingdom 

PART XXVII

OFFENCES

Miscellaneous offences

R Repealed

397.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 7 s.95 (April 1, 2013)

Law In Force

398.— Misleading [ FCA or PRA ]

1

 : residual cases.

(1) A person who, in purported compliance with any requirement [falling within subsection (1A)]

2

knowingly or recklessly gives [ a regulator]

3

 information which is false or misleading in a material

particular is guilty of an offence.

Financial Services and Markets Act 2000 Page 679
[ (1A) A requirement falls within this subsection if it is imposed by or under—

(a) this Act;

(b) the Alternative Investment Fund Managers Regulations 2013;

(c) the short selling regulation;

(d) Regulation (EU) No 345/2013 of the European Parliament and the Council of 17 April

2013 on European venture capital funds5; or

(e) Regulation (EU) No 346/2013 of the European Parliament and the Council of 17 April

2013 on European social entrepreneurship funds6.

]

4

(2) Subsection (1) applies only to a requirement in relation to which no other provision of this Act

creates an offence in connection with the giving of information.

(3) A person guilty of an offence under this section is liable–

(a) on summary conviction, to a fine not exceeding the statutory maximum;

(b) on conviction on indictment, to a fine.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.9(7) para.36(3) (April 1, 2013)

2 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.30(a) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.9(7) para.36(2) (April 1, 2013)

4 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.30(b) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

5 OJ L 115, 25.4.2013, p.1.

6 OJ L 115, 25.4.2013, p.18.

Commencement

Pt XXVII s. 398(1)-(3)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXVII s. 398(1)-(3)(b): United Kingdom 

Law In Force

399. Misleading [ the OFT]

1

 .

Section 44 of the Competition Act 1998 (offences connected with the provision of false or misleading

information) applies in relation to any function of [ the Office of Fair Trading ]

2

 under this Act as

if it were a function under Part I of that Act.

Notes

1 Words substituted by Enterprise Act 2002 c. 40 Sch.25 para.40(16)(b) (April 1, 2003)

2 Words substituted by Enterprise Act 2002 c. 40 Sch.25 para.40(16)(a) (April 1, 2003)

Commencement

Pt XXVII s. 399: June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Financial Services and Markets Act 2000 Page 680
Extent

Pt XXVII s. 399: United Kingdom 

Bodies corporate and partnerships

Law In Force

400.— Offences by bodies corporate etc.

(1) If an offence under this Act committed by a body corporate is shown–

(a) to have been committed with the consent or connivance of an officer, or

(b) to be attributable to any neglect on his part,

the officer as well as the body corporate is guilty of the offence and liable to be proceeded against

and punished accordingly.

(2) If the affairs of a body corporate are managed by its members, subsection (1) applies in relation

to the acts and defaults of a member in connection with his functions of management as if he were

a director of the body.

(3) If an offence under this Act committed by a partnership is shown–

(a) to have been committed with the consent or connivance of a partner, or

(b) to be attributable to any neglect on his part,

the partner as well as the partnership is guilty of the offence and liable to be proceeded against and

punished accordingly.

(4) In subsection (3) “partner”includes a person purporting to act as a partner.

(5) “Officer”, in relation to a body corporate, means–

(a) a director, member of the committee of management, chief executive, manager, secretary

or other similar officer of the body, or a person purporting to act in any such capacity; and

(b) an individual who is a controller of the body.

(6) If an offence under this Act committed by an unincorporated association (other than a partnership)

is shown–

(a) to have been committed with the consent or connivance of an officer of the association

or a member of its governing body, or

(b) to be attributable to any neglect on the part of such an officer or member,

that officer or member as well as the association is guilty of the offence and liable to be proceeded

against and punished accordingly.

[ (6A) References in this section to an offence under this Act include a reference to an offence

under Part 7 of the Financial Services Act 2012 (offences relating to financial services). ]

1

(7) Regulations may provide for the application of any provision of this section, with such

modifications as the Treasury consider appropriate, to a body corporate or unincorporated association

formed or recognised under the law of a territory outside the United Kingdom.

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.9(7) para.37 (April 1, 2013)

Financial Services and Markets Act 2000 Page 681
Commencement

Pt XXVII s. 400(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXVII s. 400(1)-(7): United Kingdom 

Institution of proceedings

P Partially In Force

401.— Proceedings for offences.

[ (1) In this section “offence” means—

(a) an offence under this Act,

(b) an offence under subordinate legislation made under this Act, or

(c) an offence under Part 7 of the Financial Services Act 2012 (offences relating to financial

services).

]

1

(2) Proceedings for an offence may be instituted in England and Wales only–

(a) by the [ appropriate regulator ]

2

 or the Secretary of State; or

(b) by or with the consent of the Director of Public Prosecutions.

(3) Proceedings for an offence may be instituted in Northern Ireland only–

(a) by the [ appropriate regulator ]

2

 or the Secretary of State; or

(b) by or with the consent of the Director of Public Prosecutions for Northern Ireland.

[ (3A) For the purposes of subsections (2)(a) and (3)(a), the PRA is the “appropriate regulator” in

respect of each of the following offences—

(a) an offence under section 55P(10) where the contravention is of a requirement imposed

by the PRA;

(b) an offence under section 56(4) where the prohibition order is made by the PRA;

(c) an offence under section 177(3) where the investigation is being, or is likely to be,

conducted on behalf of the PRA;

(d) an offence under section 177(4) where the requirement is imposed by the PRA;

(e) an offence under section 177(6) where the warrant is issued as a result of information

on oath given by the PRA or a person appointed by the PRA to conduct an investigation on

its behalf;

(f) an offence under section 191F(1) where the notice should have been given to the PRA;

(g) an offence under any of section 191F(2) to (7) where the notice, approval or information

was given to or by the PRA;

(h) an offence under section 366(3), unless the activity of effecting or carrying out long-term

contracts of insurance is not to any extent a PRA-regulated activity;

(i) an offence under section 398(1) where the information was given to the PRA.

(3B) For the purposes of subsections (2)(a) and (3)(a), the FCA is the “appropriate regulator” in

respect of any other offence. ]

3

(4) [...]4

Financial Services and Markets Act 2000 Page 682
(5) In exercising its power to institute proceedings for an offence, the [ appropriate regulator ]

5

must comply with any conditions or restrictions imposed in writing by the Treasury.

(6) Conditions or restrictions may be imposed under subsection (5) in relation to–

(a) proceedings generally; or

(b) such proceedings, or categories of proceedings, as the Treasury may direct.

Notes

1

Substituted by Financial Services Act 2012 c. 21 Sch.9(7) para.38(2) (April 1, 2013)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.9(7) para.38(3) (April 1, 2013)

3 Added by Financial Services Act 2012 c. 21 Sch.9(7) para.38(4) (April 1, 2013)

4 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(14) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

5 Word substituted by Financial Services Act 2012 c. 21 Sch.9(7) para.38(5) (April 1, 2013)

Commencement

Pt XXVII s. 401(1)-(6)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXVII s. 401(1)-(6)(b): United Kingdom 

Law In Force

402.— Power of [ FCA ]

1

 to institute proceedings for certain other offences.

(1) Except in Scotland, the [ FCA ]

2

 may institute proceedings for an offence under–

(a) Part V of the Criminal Justice Act 1993 (insider dealing); [...]3

(b) prescribed regulations relating to money laundering [ ; or ]

4

[ (c) Schedule 7 to the Counter-Terrorism Act 2008 (terrorist financing or money

laundering). ]

4

(2) In exercising its power to institute proceedings for any such offence, the [ FCA ]

2

 must comply

with any conditions or restrictions imposed in writing by the Treasury.

(3) Conditions or restrictions may be imposed under subsection (2) in relation to–

(a) proceedings generally; or

(b) such proceedings, or categories of proceedings, as the Treasury may direct.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.9(7) para.39(3) (April 1, 2013)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.9(7) para.39(2) (April 1, 2013)

3 Word repealed by Counter-Terrorism Act 2008 c. 28 Sch.7(7) para.33(4) (November 27, 2008)

4 Added by Counter-Terrorism Act 2008 c. 28 Sch.7(7) para.33(4) (November 27, 2008)

Financial Services and Markets Act 2000 Page 683
Commencement

Pt XXVII s. 402(1): February 25, 2001 

Pt XXVII s. 402(1)(a), (2)-(3)(b): October 19, 2001 for the purposes of proceedings for offences under prescribed

regulations relating to money laundering; December 1, 2001 otherwise (SI 2001/3436 art. 2; SI 2001/3538 art. 2(1))

Pt XXVII s. 402(1)(b): February 25, 2001 for the purposes of making orders or regulations; October 19, 2001 for the

purposes of proceedings for offences under prescribed regulations relating to money laundering; December 1, 2001

otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3436 art. 2; SI 2001/3538 art. 2(1))

Extent

Pt XXVII s. 402(1)-(3)(b): United Kingdom 

Law In Force

403.— Jurisdiction and procedure in respect of offences.

(1) A fine imposed on an unincorporated association on its conviction of an offence is to be paid

out of the funds of the association.

(2) Proceedings for an offence alleged to have been committed by an unincorporated association

must be brought in the name of the association (and not in that of any of its members).

(3) Rules of court relating to the service of documents are to have effect as if the association were

a body corporate.

(4) In proceedings for an offence brought against an unincorporated association–

(a) section 33 of the Criminal Justice Act 1925 and Schedule 3 to the Magistrates' Courts

Act 1980 (procedure) apply as they do in relation to a body corporate;

(b) section 70 of the Criminal Procedure (Scotland) Act 1995 (procedure) applies as if the

association were a body corporate;

(c) section 18 of the Criminal Justice (Northern Ireland) Act 1945 and Schedule 4 to the

Magistrates' Courts (Northern Ireland) Order 1981 (procedure) apply as they do in relation

to a body corporate.

(5) Summary proceedings for an offence may be taken–

(a) against a body corporate or unincorporated association at any place at which it has a

place of business;

(b) against an individual at any place where he is for the time being.

(6) Subsection (5) does not affect any jurisdiction exercisable apart from this section.

(7) “Offence” means an offence under this Act [ or an offence under Part 7 of the Financial Services

Act 2012 (offences relating to financial services) ]

1

.

Notes

1 Words inserted by Financial Services Act 2012 c. 21 Sch.9(7) para.40 (April 1, 2013)

Commencement

Pt XXVII s. 403(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Financial Services and Markets Act 2000 Page 684
Extent

Pt XXVII s. 403(1)-(7): United Kingdom 

PART XXVIII

MISCELLANEOUS

[Consumer redress schemes]

1

Notes

1

Ss 404-404F substituted for s.404 by Financial Services Act 2010 c. 28 s.14(1) (October 12, 2010: substitution

has effect in relation to failures occurring before the commencement of 2010 c.28 s.14 as well as in relation to

failures occurring at or after the commencement of that section)

Law In Force

[ 404 Consumer redress schemes

(1) This section applies if—

(a) it appears to the [ FCA ]

2

 that there may have been a widespread or regular failure by

relevant firms to comply with requirements applicable to the carrying on by them of any

activity;

(b) it appears to it that, as a result, consumers have suffered (or may suffer) loss or damage

in respect of which, if they brought legal proceedings, a remedy or relief would be available

in the proceedings; and

(c) it considers that it is desirable to make rules for the purpose of securing that redress is

made to the consumers in respect of the failure (having regard to other ways in which

consumers may obtain redress).

(2) “Relevant firms” means—

(a) authorised persons; [...]3

(b) payment service providers [ ; or ]

4

[ (c) electronic money issuers. ]

4

(3) The [ FCA ]

2

 may make rules requiring each relevant firm (or each relevant firm of a specified

description) which has carried on the activity on or after the specified date to establish and operate

a consumer redress scheme.

(4) A “consumer redress scheme”is a scheme under which the firm is required to take one or more

of the following steps in relation to the activity.

(5) The firm must first investigate whether, on or after the specified date, it has failed to comply

with the requirements mentioned in subsection (1)(a) that are applicable to the carrying on by it of

the activity.

(6) The next step is for the firm to determine whether the failure has caused (or may cause) loss or

damage to consumers.

Financial Services and Markets Act 2000 Page 685
(7) If the firm determines that the failure has caused (or may cause) loss or damage to consumers,

it must then—

(a) determine what the redress should be in respect of the failure; and

(b) make the redress to the consumers.

(8) A relevant firm is required to take the above steps in relation to any particular consumer even

if, after the rules are made, a defence of limitation becomes available to the firm in respect of the

loss or damage in question.

(9) Before making rules under this section, the [ FCA ]

2

 must consult the scheme operator of the

ombudsman scheme.

(10) For the meaning of consumers, see section 404E.

]

1

Notes

1

Ss 404-404F substituted for s.404 by Financial Services Act 2010 c. 28 s.14(1) (October 12, 2010: substitution

has effect in relation to failures occurring before the commencement of 2010 c.28 s.14 as well as in relation to

failures occurring at or after the commencement of that section)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.18 (April 1, 2013)

3 Word repealed by Electronic Money Regulations 2011/99 Sch.4(1) para.2(4)(a) (February 9, 2011)

4 Added by Electronic Money Regulations 2011/99 Sch.4(1) para.2(4)(a) (February 9, 2011)

Commencement

Pt XXVIII s. 404(1)-(11): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXVIII s. 404(1)-(11): United Kingdom 

Law In Force

[ 404A Rules under s.404: supplementary

(1) Rules under section 404 may make provision—

(a) specifying the activities and requirements in relation to which relevant firms are to carry

out investigations under consumer redress schemes;

(b) setting out, in relation to any specified description of case, examples of things done, or

omitted to be done, that are to be regarded as constituting a failure to comply with a

requirement;

(c) setting out, in relation to any specified description of case, matters to be taken into

account, or steps to be taken, by relevant firms for the purpose of—

(i) assessing evidence as to a failure to comply with a requirement; or

(ii) determining whether such a failure has caused (or may cause) loss or damage

to consumers;

(d) as to the kinds of redress that are, or are not, to be made to consumers in specified

descriptions of case and the way in which redress is to be determined in specified descriptions

of case;

(e) as to the things that relevant firms are, or are not, to do in establishing and operating

consumer redress schemes;

Financial Services and Markets Act 2000 Page 686
(f) securing that relevant firms are not required to investigate anything occurring after a

specified date;

(g) specifying the times by which anything required to be done under any consumer redress

scheme is to be done;

(h) requiring relevant firms to provide information to the [ FCA ]

2

 ;

(i) authorising one or more competent persons to do anything for the purposes of, or in

connection with, the establishment or operation of any consumer redress scheme;

(j) for the nomination or approval by the [ FCA ]

2

 of persons authorised under paragraph

(i);

(k) as to the circumstances in which, instead of a relevant firm, the [ FCA ]

2

 (or one or

more competent persons acting on the [ FCA's]

2

 behalf) may carry out the investigation

and take the other relevant steps under any consumer redress scheme;

(l) as to the powers to be available to those carrying out an investigation by virtue of

paragraph (k);

(m) as to the enforcement of any redress (for example, in the case of a money award, as a

debt owed by a relevant firm).

(2) The only examples that may be set out in the rules as a result of subsection (1)(b) are examples

of things done, or omitted to be done, that have been, or would be, held by a court or tribunal to

constitute a failure to comply with a requirement.

(3) Matters may not be set out in the rules as a result of subsection (1)(c) if they have not been, or

would not be, taken into account by a court or tribunal for the purpose mentioned there.

(4) The [ FCA ]

2

 must exercise the power conferred as a result of subsection (1)(d) so as to secure

that, in relation to any description of case, the only kinds of redress to be made are those which it

considers to be just in relation to that description of case.

(5) In acting under subsection (4), the [ FCA ]

2

 must have regard (among other things) to the

nature and extent of the losses or damage in question.

(6) The provision that may be made under subsection (1)(h) includes provision applying (with or

without modifications)—

(a) any provision of section 165; or

(b) any provision of Part 11 relating to that section.

(7) The reference in subsection (1)(k) to the other relevant steps under any consumer redress

scheme is a reference to the [ FCA ]

2

 making the determinations mentioned in section 404(6) and

(7) (with the firm still required to make the redress).

(8) If the rules include provision under subsection (1)(k), they must also include provision for—

(a) giving warning and decision notices, and

(b) conferring rights on relevant firms to refer matters to the Tribunal,

in relation to any determination mentioned in section 404(6) and (7) made by the [ FCA ]

2

 .

(9) Nothing in this section is to be taken as limiting the power conferred by section 404.

]

1

Notes

1

Ss 404-404F substituted for s.404 by Financial Services Act 2010 c. 28 s.14(1) (October 12, 2010: substitution

has effect in relation to failures occurring before the commencement of 2010 c.28 s.14 as well as in relation to

failures occurring at or after the commencement of that section)

Financial Services and Markets Act 2000 Page 687
2 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.19 (April 1, 2013)

Extent

Pt XXVIII s. 404A(1)-(9): United Kingdom 

Law In Force

[ 404B Complaints to the ombudsman scheme

(1) If—

(a) a consumer makes a complaint under the ombudsman scheme in respect of an act or

omission of a relevant firm, and

(b) at the time the complaint is made, the subject-matter of the complaint falls to be dealt

with (or has been dealt with) under a consumer redress scheme,

the way in which the complaint is to be determined by the ombudsman is to be as mentioned in

subsection (4).

(2) If a consumer—

(a) is not satisfied with a determination made by a relevant firm under a consumer redress

scheme, or

(b) considers that a relevant firm has failed to make a determination in accordance with a

consumer redress scheme,

the consumer may, in respect of that determination or failure, make a complaint under the

ombudsman scheme.

(3) A complaint mentioned in subsection (1) or (2) is referred to in the following provisions of this

section as a “relevant complaint”.

(4) A relevant complaint is to be determined by reference to what, in the opinion of the ombudsman,

the determination under the consumer redress scheme should be or should have been (subject to

subsection (5)).

(5) If, in determining a relevant complaint, the ombudsman determines that the firm should make

(or should have made) a payment of an amount to the consumer, the amount awarded by the

ombudsman (a “money award”) must not exceed the monetary limit (within the meaning of section

229).

(6) But the ombudsman may recommend that the firm pay a larger amount.

(7) A money award—

(a) may specify the date by which the amount awarded is to be paid;

(b) may provide for interest to be payable, at a rate specified in the award, on any amount

which is not paid by that date; and

(c) is enforceable by the consumer in accordance with Part 3 or 3A of Schedule 17 (as the

case may be).

(8) If, in determining a relevant complaint, the ombudsman determines that the firm should take

(or should have taken) particular action in relation to the consumer, the ombudsman may direct the

firm to take that action.

Financial Services and Markets Act 2000 Page 688
(9) Compliance with a direction under subsection (8) is enforceable, on the application of the

consumer, by an injunction or, in Scotland, by an order for specific performance under section 45

of the Court of Session Act 1988.

(10) In consequence of the provision made by this section, sections 228(2) and 229 do not apply

in relation to relevant complaints; but all other provision made by or under Part 16 applies in relation

to those complaints.

(11) The compulsory jurisdiction of the ombudsman scheme is to include the jurisdiction resulting

from this section.

(12) Nothing in subsection (1) is to be taken as requiring the ombudsman to determine a complaint

in any case where (apart from that subsection) the complaint would not fall to be determined

(whether as a result of rules made under Schedule 17 or otherwise).

(13) Nothing in subsection (2) is to be taken as conferring an entitlement on a person who, for the

purposes of the ombudsman scheme, is not an eligible complainant in relation to the subject-matter

of the determination mentioned there.

]

1

Notes

1

Ss 404-404F substituted for s.404 by Financial Services Act 2010 c. 28 s.14(1) (October 12, 2010: substitution

has effect in relation to failures occurring before the commencement of 2010 c.28 s.14 as well as in relation to

failures occurring at or after the commencement of that section)

Extent

Pt XXVIII s. 404B(1)-(13): United Kingdom 

Law In Force

[ 404C Enforcement

The following provisions—

(a) Part 14 (disciplinary measures), and

(b) so much of this Act as relates to any provision of that Part,

(which apply only in relation to authorised persons) are also to apply in relation to relevant firms

which are not (or are no longer) authorised persons.

]

1

Notes

1

Ss 404-404F substituted for s.404 by Financial Services Act 2010 c. 28 s.14(1) (October 12, 2010: substitution

has effect in relation to failures occurring before the commencement of 2010 c.28 s.14 as well as in relation to

failures occurring at or after the commencement of that section)

Extent

Pt XXVIII s. 404C(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 689
Law In Force

[ 404D Applications to Tribunal to quash rules or provision of rules

(1) Any person may apply to the Tribunal for a review of any rules made under section 404.

(2) The Tribunal may—

(a) dismiss the application; or

(b) make an order (a “quashing order”) quashing any rules made under section 404 or any

provision of those rules.

(3) An application may be made only if permission to make it has first been obtained from the

Tribunal.

(4) The Tribunal may grant permission to make an application only if it considers that the applicant

has a sufficient interest in the matter to which the application relates.

(5) The general rule is that, in determining an application, the Tribunal is to apply the principles

applicable on an application for judicial review.

(6) If (or so far as) an application relates to an example set out in the rules as a result of section

404A(1)(b), the Tribunal may determine whether the example constitutes a failure to comply with

the requirement in question.

(7) If (or so far as) an application relates to a matter set out in the rules as a result of section

404A(1)(c), the Tribunal may determine whether the matter should be taken into account as

mentioned in that provision.

(8) In the case of an application within subsection (6) or (7), the Tribunal's jurisdiction under that

subsection is in addition to its jurisdiction under subsection (5).

(9) A quashing order may be enforced as if it were an order made, on an application for judicial

review, by the High Court or, in Scotland, the Court of Session.

(10) The Tribunal may award damages to the applicant if—

(a) the application includes a claim for damages arising from any matter to which the

application relates; and

(b) the Tribunal is satisfied that an award would have been made by the High Court or, in

Scotland, the Court of Session if the claim had been made in an action begun in that court

by the applicant when making the application.

(11) An award of damages under subsection (10) may be enforced as if it were an award made by

the High Court or, in Scotland, the Court of Session.

(12) In the case of any proceedings under this section, the judge presiding at the proceedings must

be—

(a) a judge of the High Court or the Court of Appeal or a judge of the Court of Session; or

(b) such other person as may be agreed from time to time by—

(i) the Lord Chief Justice, the Lord President or the Lord Chief Justice of Northern

Ireland (as the case may be); and

(ii) the Senior President of Tribunals.

(13) Section 133 does not apply in the case of an application under this section, but—

(a) Tribunal Procedure Rules may make provision for the suspension of rules made under

section 404 or of any provision of those rules, pending determination of the application;

and

Financial Services and Markets Act 2000 Page 690
(b) in the case of an application within subsection (6) or (7), the Tribunal may consider

any evidence relating to the application's subject-matter, whether or not it was available at

the time the rules were made.

(14) If—

(a) the Tribunal refuses to grant permission to make an application under this section, and

(b) on an appeal by the applicant, the Court of Appeal grants the permission,

the Court of Appeal may go on to decide the application under this section.

]

1

Notes

1

Ss 404-404F substituted for s.404 by Financial Services Act 2010 c. 28 s.14(1) (October 12, 2010: substitution

has effect in relation to failures occurring before the commencement of 2010 c.28 s.14 as well as in relation to

failures occurring at or after the commencement of that section)

Extent

Pt XXVIII s. 404D(1)-(14)(b): United Kingdom 

Law In Force

[ 404E Meaning of “consumers”

(1) For the purposes of sections 404 to 404B“consumers” means persons who—

(a) have used, or may have contemplated using, any of the services within subsection (2);

or

(b) have relevant rights or interests in relation to any of the services within that subsection.

(2) The services within this subsection are services provided by—

(a) authorised persons in carrying on regulated activities;

(b) [...]2

(c) authorised persons in communicating, or approving the communication by others of,

invitations or inducements to engage in investment activity;

(d) authorised persons who are investment firms, or credit institutions, in providing relevant

ancillary services;

(e) persons acting as appointed representatives; [...]3

(f) payment service providers in providing payment services [ ; or ]

4

[ (g) electronic money issuers in issuing electronic money. ]

4

(3) A person (“P”) has a “relevant right or interest”in relation to any services within subsection (2)

if P has a right or interest—

(a) which is derived from, or is otherwise attributable to, the use of the services by others;

or

(b) which may be adversely affected by the use of the services by persons acting on P's

behalf or in a fiduciary capacity in relation to P.

(4) If a person is providing a service within subsection (2) as a trustee, the persons who have been,

or may have been, beneficiaries of the trust are to be treated as persons who have used, or may

have contemplated using, the service.

Financial Services and Markets Act 2000 Page 691
(5) A person who deals with another person (“B”) in the course of B providing a service within

subsection (2) is to be treated as using the service.

(6) In this section—

[...]5

“credit institution”has the meaning given by section 138(1B);

“engage in investment activity”has the meaning given by section 21;

[ “electronic money”has the same meaning as in the Electronic Money Regulations 2011

and any reference to issuing electronic money must be read accordingly; ]

6

“payment services”has the same meaning as in the Payment Services Regulations 2009;

“payment service provider” means a person who is a payment service provider for the

purposes of those regulations as a result of falling within any of paragraphs (a) to (e) of the

definition in regulation 2(1);

“relevant ancillary services”has the meaning given by section 138(1C).

]

1

Notes

1

Ss 404-404F substituted for s.404 by Financial Services Act 2010 c. 28 s.14(1) (October 12, 2010: substitution

has effect in relation to failures occurring before the commencement of 2010 c.28 s.14 as well as in relation to

failures occurring at or after the commencement of that section)

2 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(15)(a) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI

2013/1998 art.11(2))

3 Word repealed by Electronic Money Regulations 2011/99 Sch.4(1) para.2(4)(b)(i) (February 9, 2011)

4 Added by Electronic Money Regulations 2011/99 Sch.4(1) para.2(4)(b)(i) (February 9, 2011)

5 Definitions repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2)

Order 2013/1881 Pt 3 art.10(15)(b) (July 26, 2013: repeal has effect subject to transitional and savings provisions

specified in SI 2013/1998 art.11(2))

6 Definition inserted by Electronic Money Regulations 2011/99 Sch.4(1) para.2(4)(b)(ii) (February 9, 2011)

Extent

Pt XXVIII s. 404E(1)-(6) definition of "relevant ancillary services": United Kingdom 

Law In Force

[ 404F Other definitions etc

(1) For the purposes of sections 404 to 404B—

“redress”includes—

(a) interest; and

(b) a remedy or relief which could not be awarded in legal proceedings;

“specified” means specified in rules made under section 404.

(2) In determining for the purposes of those sections whether an authorised person has failed to

comply with a requirement, anything which an appointed representative has done or omitted as

respects business for which the authorised person has accepted responsibility is to be treated as

having been done or omitted by the authorised person.

Financial Services and Markets Act 2000 Page 692
(3) References in those sections to the failure by a relevant firm to comply with a requirement

applicable to the carrying on by it of any activity include anything done, or omitted to be done, by

it in carrying on the activity—

(a) which is in breach of a duty or other obligation, prohibition or restriction; or

(b) which otherwise gives rise to the availability of a remedy or relief in legal proceedings.

(4) It does not matter whether—

(a) the duty or other obligation, prohibition or restriction, or

(b) the remedy or relief,

arises as a result of any provision made by or under this or any other Act, a rule of law or otherwise.

(5) References in sections 404 to 404B to a relevant firm include—

(a) a person who was at any time a relevant firm but has subsequently ceased to be one;

and

(b) a person who has assumed a liability (including a contingent one) incurred by a relevant

firm in respect of a failure by the firm to comply with a requirement applicable to the

carrying on by it of any activity.

(6) References in those sections to the carrying on of an activity by a relevant firm are, accordingly,

to be read in that case with the appropriate modifications.

[ (6A) References in sections 404 and 404E to an “electronic money issuer” are references to a

person mentioned in paragraph (a), (b), (c), (d), (h) or (i) of the definition of “electronic money

issuer” in regulation 2(1) of the Electronic Money Regulations 2011. ]

2

(7) If the [ FCA ]

3

 varies a permission or authorisation of a person so as to impose requirements

on the person to establish and operate a scheme which corresponds to, or is similar to, a consumer

redress scheme, the provision that may be included in the permission or authorisation as varied

includes—

(a) provision imposing requirements on the person corresponding to those that could be

included in rules made under section 404; and

(b) provision corresponding to section 404B.

(8) In subsection (7) the reference to the variation of a permission or authorisation by the [ FCA ]

3

is a reference to—

[ (a) the variation under section 55H or 55J of a Part 4A permission,

(aa) the imposition or variation of a requirement under section 55L, or ]

4

(b) the variation under regulation 8 or 11 of the Payment Services Regulations 2009 of an

authorisation under those regulations [ ; or ]

5

[ (c) the variation under regulation 8 or 11 of the Electronic Money Regulations 2011 of

an authorisation under those regulations. ]

5

]

1

Notes

1

Ss 404-404F substituted for s.404 by Financial Services Act 2010 c. 28 s.14(1) (October 12, 2010: substitution

has effect in relation to failures occurring before the commencement of 2010 c.28 s.14 as well as in relation to

failures occurring at or after the commencement of that section)

2 Added by Electronic Money Regulations 2011/99 Sch.4(1) para.2(5)(i) (February 9, 2011)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.20(2) (April 1, 2013)

4

S.404F(8)(a) and (aa) substituted for s.404F(8)(a) by Financial Services Act 2012 c. 21 Sch.18(1) para.20(3) (April

1, 2013)

Financial Services and Markets Act 2000 Page 693
5 Added by Electronic Money Regulations 2011/99 Sch.4(1) para.2(5)(ii) (February 9, 2011)

Extent

Pt XXVIII s. 404F(1)-(8)(c): United Kingdom 

Law In Force

[ 404G Power to widen the scope of consumer redress schemes

(1) The Treasury may by order amend the definition of “relevant firms” in section 404 or the

definition of “consumers” in section 404E (or both).

(2) An order under this section may make consequential amendments of any provision of sections

404 to 404F.

]

1

Notes

1

Ss 404-404F substituted for s.404 by Financial Services Act 2010 c. 28 s.14(1) (October 12, 2010: substitution

has effect in relation to failures occurring before the commencement of 2010 c.28 s.14 as well as in relation to

failures occurring at or after the commencement of that section)

Extent

Pt XXVIII s. 404G(1)-(2): United Kingdom 

Third countries

Law In Force

405.— Directions.

(1) For the purpose of implementing a third country decision, the Treasury may direct the

[ appropriate regulator ]

1

 to–

(a) refuse an application for permission under [ Part 4A ]

2

 made by a body incorporated

in, or formed under the law of, any part of the United Kingdom;

(b) defer its decision on such an application either indefinitely or for such period as may

be specified in the direction;

(c) give a notice of objection to a person who has served a [section 178 notice ]

3

 to the

effect that he proposes to acquire a 50% stake in a UK authorised person; or

(d) give a notice of objection to a person who has acquired a 50% stake in a UK authorised

person without having served the required [section 178 notice ]

3

 .

(2) A direction may also be given in relation to–

(a) any person falling within a class specified in the direction;

(b) future applications, [section 178 notices]

4

 or acquisitions.

(3) The Treasury may revoke a direction at any time.

(4) But revocation does not affect anything done in accordance with the direction before it was

revoked.

Financial Services and Markets Act 2000 Page 694
[ (4A) “The appropriate regulator”—

(a) for the purposes of subsection (1)(a) and (b), is the regulator to which the application

for permission under Part 4A is made;

(b) for the purposes of subsection (1)(c) and (d), is the appropriate regulator as defined in

section 178(2A).

(4B) “Section 178 notice” means a notice given under section 178. ]

5

(5) “Third country decision” means a decision of the Council or the Commission under–

[ (a) Article 15(3) of the markets in financial instruments directive; ]

6

(b) [...]7

(c) Article 29b(4) of the first non-life insurance directive; or

[ (d) Article 59(4) of the life assurance consolidation directive. ]

8

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.21(2)(a) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.21(2)(b) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.21(2)(c) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.21(3) (April 1, 2013)

5 Added by Financial Services Act 2012 c. 21 Sch.18(1) para.21(4) (April 1, 2013)

6

Substituted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.17 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

7 Repealed by Capital Requirements Regulations 2006/3221 Sch.3 para.1 (January 1, 2007)

8

Substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379 Pt

2 reg.6(4) (January 11, 2005)

Commencement

Pt XXVIII s. 405(1)-(1)(b), (2)-(5)(d): September 3, 2001 

Pt XXVIII s. 405(1)(c)-(1)(d): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXVIII s. 405(1)-(5)(d): United Kingdom 

Law In Force

406.— Interpretation of section 405.

(1) For the purposes of section 405, a person (“the acquirer”) acquires a 50% stake in a UK authorised

person (“A”) on first falling within any of the cases set out in subsection (2).

(2) The cases are where the acquirer–

(a) holds 50% or more of the shares in A;

(b) holds 50% or more of the shares in a parent undertaking (“P”) of A;

(c) is entitled to exercise, or control the exercise of, 50% or more of the voting power in

A; or

(d) is entitled to exercise, or control the exercise of, 50% or more of the voting power in

P.

(3) In subsection (2) “the acquirer” means–

Financial Services and Markets Act 2000 Page 695
(a) the acquirer;

(b) any of the acquirer's associates; or

(c) the acquirer and any of his associates.

(4) “Associate”, “shares” and “voting power”have the same meaning as in section 422.

Commencement

Pt XXVIII s. 406(1)-(4): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Pt XXVIII s. 406(1)-(4): United Kingdom 

Law In Force

407.— Consequences of a direction under section 405.

(1) If [ a regulator ]

1

 refuses an application for permission as a result of a direction under section

405(1)(a)–

(a) [section 55X does]

2

 not apply in relation to the refusal; but

(b) the [ regulator ]

3

 must notify the applicant of the refusal and the reasons for it.

(2) If [ a regulator ]

4

 defers its decision on an application for permission as a result of a direction

under section 405(1)(b)–

(a) the time limit for determining the application mentioned in [subsections (1) to (3) of

section 55V ]

5

 stops running on the day of the deferral and starts running again (if at all)

on the day the period specified in the direction (if any) ends or the day the direction is

revoked; and

(b) the [ regulator ]

6

 must notify the applicant of the deferral and the reasons for it.

(3) If [ a regulator ]

7

 gives a notice of objection to a person as a result of a direction under section

405(1)(c) or (d)–

(a) sections 189 and 191 have effect as if the notice was a notice of objection within the

meaning of Part XII; and

(b) the [ regulator ]

8

 must state in the notice the reasons for it.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.22(2)(a) (April 1, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.22(2)(b) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.22(2)(c) (April 1, 2013)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.22(3)(a) (April 1, 2013)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.22(3)(b) (April 1, 2013)

6 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.22(3)(c) (April 1, 2013)

7 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.22(4)(a) (April 1, 2013)

8 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.22(4)(b) (April 1, 2013)

Commencement

Pt XXVIII s. 407(1)-(2)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Pt XXVIII s. 407(3)-(3)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 696
Extent

Pt XXVIII s. 407(1)-(3)(b): United Kingdom 

Law In Force

408.— EFTA firms.

(1) If a third country decision has been taken, the Treasury may make a determination in relation

to an EFTA firm which is a subsidiary undertaking of a parent undertaking which is governed by

the law of the country to which the decision relates.

(2) “Determination” means a determination that the firm concerned does not qualify for authorisation

under Schedule 3 even if it satisfies the conditions in paragraph 13 or 14 of that Schedule.

(3) A determination may also be made in relation to any firm falling within a class specified in the

determination.

(4) The Treasury may withdraw a determination at any time.

(5) But withdrawal does not affect anything done in accordance with the determination before it

was withdrawn.

(6) If the Treasury make a determination in respect of a particular firm, or withdraw such a

determination, they must give written notice to that firm.

(7) The Treasury must publish notice of any determination (or the withdrawal of any determination)–

(a) in such a way as they think most suitable for bringing the determination (or withdrawal)

to the attention of those likely to be affected by it; and

(b) on, or as soon as practicable after, the date of the determination (or withdrawal).

(8) “EFTA firm” means a firm, institution or undertaking which–

(a) is an EEA firm as a result of paragraph 5(a), (b) or (d) of Schedule 3; and

(b) is incorporated in, or formed under the law of, an EEA State which is not a member

State.

(9) “Third country decision”has the same meaning as in section 405.

Commencement

Pt XXVIII s. 408(1)-(9): September 3, 2001 for the purposes of determinations coming into force not sooner than

December 1, 2001, the commencement date of 2000 c.8 s.19; December 1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI

2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XXVIII s. 408(1)-(9): United Kingdom 

Law In Force

409.— Gibraltar.

(1) The Treasury may by order–

(a) modify Schedule 3 so as to provide for Gibraltar firms of a specified description to

qualify for authorisation under that Schedule in specified circumstances;

Financial Services and Markets Act 2000 Page 697
(b) modify Schedule 3 so as to make provision in relation to the exercise by UK firms of

rights under the law of Gibraltar which correspond to EEA rights;

(c) modify Schedule 4 so as to provide for Gibraltar firms of a specified description to

qualify for authorisation under that Schedule in specified circumstances;

(d) modify section 264 so as to make provision in relation to collective investment schemes

constituted under the law of Gibraltar;

(e) [...]1

(f) provide for this Act to apply to a Gibraltar recognised scheme as if the scheme were a

scheme recognised under section 264.

(2) The fact that a firm may qualify for authorisation under Schedule 3 as a result of an order under

subsection (1) does not prevent it from applying for a [ Part 4A permission ]

2

 .

(3) “Gibraltar firm” means a firm which has its head office in Gibraltar or is otherwise connected

with Gibraltar.

(4) “Gibraltar recognised scheme” means a collective investment scheme–

(a) constituted in an EEA State other than the United Kingdom, and

(b) recognised in Gibraltar under provisions which appear to the Treasury to give effect

to the provisions of a relevant [ EU ]

3

 instrument.

(5) “Specified” means specified in the order.

(6) “UK firm” and “EEA right”have the same meaning as in Schedule 3.

Notes

1 Repealed by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(30) (July 1, 2011)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.23 (April 1, 2013)

3 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(d) (April 22, 2011)

Commencement

Pt XXVIII s. 409(1)-(6): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXVIII s. 409(1)-(6): United Kingdom 

International obligations

Law In Force

410.— International obligations.

(1) If it appears to the Treasury that any action proposed to be taken by a relevant person would

be incompatible with [ EU ]

1

 obligations or any other international obligations of the United

Kingdom, they may direct that person not to take that action.

(2) If it appears to the Treasury that any action which a relevant person has power to take is required

for the purpose of implementing any such obligations, they may direct that person to take that

action.

Financial Services and Markets Act 2000 Page 698
(3) A direction under this section–

(a) may include such supplemental or incidental requirements as the Treasury consider

necessary or expedient; and

(b) is enforceable, on an application made by the Treasury, by injunction or, in Scotland,

by an order for specific performance under section 45 of the Court of Session Act 1988.

(4) “Relevant person” means –

[ (a) the FCA;

(aa) the PRA;

(ab) the Bank of England when exercising functions conferred on it by Part 18; ]

2

(b) [...]3

(c) any recognised investment exchange (other than one which is an overseas investment

exchange);

(d) any recognised clearing house (other than one which is an overseas clearing house);

(e) a person included in the list maintained under section 301; or

(f) the scheme operator of the ombudsman scheme.

Notes

1 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(e) (April 22, 2011)

2

S.410(4)(a)-(ab) substituted for s.410(4)(a) by Financial Services Act 2012 c. 21 Pt 2 s.47 (April 1, 2013)

3 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(i) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Pt XXVIII s. 410(1)-(4)(f): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXVIII s. 410(1)-(4)(f): United Kingdom 

Tax treatment of levies and repayments

R Repealed

411.— [...]1

Notes

1 Repealed by Corporation Tax Act 2009 c. 4 Sch.3(1) para.1 (April 1, 2009: repeal has effect subject to savings

and transitional provisions specified in 2009 c.4 Sch.2)

Gaming contracts

Law In Force

412.— Gaming contracts.

(1) No contract to which this section applies is void or unenforceable because of–

Financial Services and Markets Act 2000 Page 699
(a) [...]1 Article 170 of the Betting, Gaming, Lotteries and Amusements (Northern Ireland)

Order 1985; or

(b) [...]2

(2) This section applies to a contract if–

(a) it is entered into by either or each party by way of business;

(b) the entering into or performance of it by either party constitutes an activity of a specified

kind or one which falls within a specified class of activity; and

(c) it relates to an investment of a specified kind or one which falls within a specified class

of investment.

(3) Part II of Schedule 2 applies for the purposes of subsection (2)(c), with the references to section

22 being read as references to that subsection.

(4) Nothing in Part II of Schedule 2, as applied by subsection (3), limits the power conferred by

subsection (2)(c).

(5) “Investment”includes any asset, right or interest.

(6) “Specified” means specified in an order made by the Treasury.

Notes

1 Words repealed by Gambling Act 2005 c. 19 Sch.17 para.1 (September 1, 2007 as SI 2006/3272)

2 Repealed by Gambling Act 2005 c. 19 Sch.17 para.1 (September 1, 2007 as SI 2006/3272)

Commencement

Pt XXVIII s. 412(1)-(6): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001

otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XXVIII s. 412(1)-(6): United Kingdom 

[ Trade-matching and reporting systems]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.18 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Law In Force

[ 412A.— Approval and monitoring of trade-matching and reporting systems

(1) A relevant system is an approved relevant system if it is approved by the [ FCA ]

2

 under

subsection (2) for the purposes of Article 25.5 of the markets in financial instruments directive;

and references in this section and section 412B to an “approved relevant system” are to be read

accordingly.

Financial Services and Markets Act 2000 Page 700
(2) The [ FCA ]

2

 must approve a relevant system if, on an application by the operator of the system,

it is satisfied that the arrangements established by the system for reporting transactions comply

with Article 12(1) of Commission Regulation 1287/2006 of 10 August 2006 (“the Regulation”).

(3) Section 51(3) and (4) applies to an application under this section as it applies to an application

under Part 4.

(4) If, at any time after approving a relevant system under subsection (2), the [ FCA ]

2

 is not

satisfied as mentioned in that subsection, it may suspend or withdraw the approval.

(5) The [ FCA ]

2

 must keep under review the arrangements established by an approved relevant

system for reporting transactions for the purpose of ensuring that the arrangements comply with

Article 12(1) of the Regulation; and for the purposes of this subsection the [ FCA ]

2

 must have

regard to information provided to it under subsections (6) and (7).

(6) The operator of an approved relevant system must make reports to the [ FCA ]

2

 at specified

intervals containing specified information relating to—

(a) the system,

(b) the reports made by the system in accordance with Article 25 of the markets in financial

instruments directive and the Regulation, and

(c) the transactions to which those reports relate.

“Specified” means specified by the [ FCA ]

2

.

(7) The [ FCA ]

2

 may by written notice require the operator of an approved relevant system to

provide such additional information as may be specified in the notice, by such reasonable time as

may be so specified, about any of the matters mentioned in subsection (6).

(8) The recipient of a notice under subsection (7) must provide the information by the time specified

in the notice.

(9) In this section and section 412B, “relevant system” means a trade-matching or reporting system

of a kind described in Article 12 of the Regulation.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.18 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.38 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XXVIII s. 412A(1)-(9): United Kingdom 

Law In Force

[ 412B.— Procedure for approval and suspension or withdrawal of approval

(1) If the [ FCA ]

2

 approves a relevant system, it must give the operator of the system written

notice specifying the date from which the approval has effect.

(2) If the [ FCA ]

2

 proposes to refuse to approve a relevant system, it must give the operator of

the system a warning notice.

Financial Services and Markets Act 2000 Page 701
(3) If the [ FCA ]

2

 decides to refuse to approve a relevant system, it must give the operator of the

system a decision notice.

(4) If the [ FCA ]

2

 proposes to suspend or withdraw its approval in relation to an approved relevant

system, it must give the operator of the system a warning notice.

(5) If the [ FCA ]

2

 decides to suspend or withdraw its approval in relation to an approved relevant

system, it must give the operator of the system a decision notice specifying the date from which

the suspension or withdrawal is to take effect.

(6) Subsections (7) to (9) apply if—

(a) the [ FCA ]

2

 has suspended its approval in relation to an approved relevant system,

and

(b) the operator of the system has applied for the suspension to be cancelled.

(7) The [ FCA ]

2

 must grant the application if it is satisfied as mentioned in section 412A(2) ; and

in such a case the [ FCA ]

2

 must give written notice to the operator that the suspension is to be

cancelled from the date specified in the notice.

(8) If the [ FCA ]

2

 proposes to refuse the application, it must give the operator a warning notice.

(9) If the [ FCA ]

2

 decides to refuse the application, it must give the operator a decision notice.

(10) A person who receives a decision notice under subsection (3), (5) or (9) may refer the matter

to the Tribunal.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.18 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.8 para.39 (January 24, 2013 for the purpose of making

rules; April 1, 2013 otherwise)

Extent

Pt XXVIII s. 412B(1)-(10): United Kingdom 

Limitation on powers to require documents

Law In Force

413.— Protected items.

(1) A person may not be required under this Act to produce, disclose or permit the inspection of

protected items.

(2) “Protected items” means –

(a) communications between a professional legal adviser and his client or any person

representing his client which fall within subsection (3);

(b) communications between a professional legal adviser, his client or any person

representing his client and any other person which fall within subsection (3) (as a result of

paragraph (b) of that subsection);

Financial Services and Markets Act 2000 Page 702
(c) items which–

(i) are enclosed with, or referred to in, such communications;

(ii) fall within subsection (3); and

(iii) are in the possession of a person entitled to possession of them.

(3) A communication or item falls within this subsection if it is made–

(a) in connection with the giving of legal advice to the client; or

(b) in connection with, or in contemplation of, legal proceedings and for the purposes of

those proceedings.

(4) A communication or item is not a protected item if it is held with the intention of furthering a

criminal purpose.

Commencement

Pt XXVIII s. 413(1)-(4): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XXVIII s. 413(1)-(4): United Kingdom 

Service of notices

Law In Force

414.— Service of notices.

(1) The Treasury may by regulations make provision with respect to the procedure to be followed,

or rules to be applied, when a provision of or made under this Act requires a notice, direction or

document of any kind to be given or authorises the imposition of a requirement.

(2) The regulations may, in particular, make provision–

(a) as to the manner in which a document must be given;

(b) as to the address to which a document must be sent;

(c) requiring, or allowing, a document to be sent electronically;

(d) for treating a document as having been given, or as having been received, on a date or

at a time determined in accordance with the regulations;

(e) as to what must, or may, be done if the person to whom a document is required to be

given is not an individual;

(f) as to what must, or may, be done if the intended recipient of a document is outside the

United Kingdom.

(3) Subsection (1) applies however the obligation to give a document is expressed (and so, in

particular, includes a provision which requires a document to be served or sent).

(4) Section 7 of the Interpretation Act 1978 (service of notice by post) has effect in relation to

provisions made by or under this Act subject to any provision made by regulations under this

section.

Financial Services and Markets Act 2000 Page 703
Commencement

Pt XXVIII s. 414(1)-(3): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Pt XXVIII s. 414(4): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXVIII s. 414(1)-(4): United Kingdom 

Jurisdiction

Law In Force

415.— Jurisdiction in civil proceedings.

(1) Proceedings arising out of any act or omission (or proposed act or omission) of–

[ (a) the FCA,

(aa) the PRA,

(ab) the Bank of England, ]

1

(b) [...]2

(c) the scheme manager, or

(d) the scheme operator,

in the discharge or purported discharge of any of its functions under this Act may be brought before

the High Court or the Court of Session.

(2) The jurisdiction conferred by subsection (1) is in addition to any other jurisdiction exercisable

by those courts.

Notes

1

S.415(1)(a)-(ab) substituted for s.415(1)(a) by Financial Services Act 2012 c. 21 Sch.18(1) para.24 (April 1, 2013)

2 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(j) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Pt XXVIII s. 415(1)-(2): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Pt XXVIII s. 415(1)-(2): United Kingdom 

[ Powers [ under the Act ]

2

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.30 (April 8, 2010)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.25(3) (April 1, 2013)

Financial Services and Markets Act 2000 Page 704
Law In Force

[ 415A Powers [ under the Act ]

2

Any power which the [ FCA, the PRA or the Bank of England ]

3

 has under any provision of this

Act is not limited in any way by any other power which it has under any other provision of this

Act. ]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.30 (April 8, 2010)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.25(3) (April 1, 2013)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.25(2) (April 1, 2013)

Extent

Pt XXVIII s. 415A: United Kingdom 

[Consultation ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.9(8) para.41 (April 1, 2013: insertion has effect on April 1, 2013

as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Law In Force

[ 415B Consultation in relation to taking certain enforcement action

(1) The FCA must consult the PRA before taking a qualifying step in relation to a person who—

(a) is a PRA-authorised person, or

(b) has a qualifying relationship with a PRA-authorised person.

(2) The PRA must consult the FCA before taking a qualifying step.

(3) In this section any reference to the taking of a qualifying step is a reference to—

(a) the giving of a warning notice or decision notice under section 63B (performance of

controlled functions without approval),

(b) the giving of a warning notice or decision notice under section 67 (disciplinary powers

in relation to approved person),

(c) the giving of a warning notice under section 126 or a decision notice under section 127

(market abuse),

(d) the giving of a warning notice or decision notice under section 131H (short selling),

(e) the giving of a warning notice under section 207 or a decision notice under section 208

(breaches of requirements imposed by or under Act etc.),

(f) the giving of a warning notice under section 312G or a decision notice under section

312H (recognised bodies),

(g) the making of an application to the court under section 380, 381, 382 or 383 (injunctions

or restitution), or

(h) the giving of a warning notice under section 385 or a decision notice under section 386

(power of FCA or PRA to require restitution).

Financial Services and Markets Act 2000 Page 705
(4) A person has a qualifying relationship with a PRA-authorised person (“A”) for the purposes of

this section if—

(a) the person is a member of A's immediate group, or

(b) in the case of a qualifying step within subsection (3)(a) or (b), the person performs a

significant-influence function under an arrangement entered into by A, or by a contractor

of A, in relation to the carrying on by A of a regulated activity.

“Significant-influence function” and “arrangement”have the same meanings as in section 59.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.9(8) para.41 (April 1, 2013: insertion has effect on April 1, 2013

as specified in SI 2013/423 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Extent

Pt XXVIII s. 415B(1)-(4)(b): United Kingdom 

Removal of certain unnecessary provisions

Law In Force

416.— Provisions relating to industrial assurance and certain other enactments.

(1) The following enactments are to cease to have effect–

(a) the Industrial Assurance Act 1923;

(b) the Industrial Assurance and Friendly Societies Act 1948;

(c) the Insurance Brokers (Registration) Act 1977.

(2) The Industrial Assurance (Northern Ireland) Order 1979 is revoked.

(3) The following bodies are to cease to exist–

(a) the Insurance Brokers Registration Council;

(b) the Policyholders Protection Board;

(c) the Deposit Protection Board;

(d) the Board of Banking Supervision.

(4) If the Treasury consider that, as a consequence of any provision of this section, it is appropriate

to do so, they may by order make any provision of a kind that they could make under this Act (and

in particular any provision of a kind mentioned in section 339) with respect to anything done by

or under any provision of Part XXI.

(5) Subsection (4) is not to be read as affecting in any way any other power conferred on the Treasury

by this Act.

Financial Services and Markets Act 2000 Page 706
Commencement

Pt XXVIII s. 416(1), (1)(c), (3)(a): April 30, 2001 

Pt XXVIII s. 416(1)(a)-(1)(b), (2), (3)(d): December 1, 2001 (SI 2001/3538 art. 2(1))

Pt XXVIII s. 416(3): March 2, 2001 

Pt XXVIII s. 416(3)(b)-(3)(c): March 2, 2002 (SI 2001/3538 art. 2(4)(a))

Pt XXVIII s. 416(4)-(5): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXVIII s. 416(1)-(5): United Kingdom 

PART XXIX

INTERPRETATION

Law In Force

417.— Definitions.

(1) In this Act–

[ “AIF”has the meaning given in regulation 3 of the Alternative Investment Fund Managers

Regulations 2013; ]

1

“appointed representative”has the meaning given in section 39(2);

“auditors and actuaries rules” means rules made under section 340;

“authorisation offence”has the meaning given in section 23(2);

“authorised open-ended investment company”has the meaning given in section 237(3);

“authorised person”has the meaning given in section 31(2);

[...]2

“body corporate”includes a body corporate constituted under the law of a country or territory

outside the United Kingdom;

“chief executive”–

(a) in relation to a body corporate whose principal place of business is within the

United Kingdom, means an employee of that body who, alone or jointly with one

or more others, is responsible under the immediate authority of the directors, for the

conduct of the whole of the business of that body; and

(b) in relation to a body corporate whose principal place of business is outside the

United Kingdom, means the person who, alone or jointly with one or more others,

is responsible for the conduct of its business within the United Kingdom;

[ “claim”, in relation to the Financial Services Compensation Scheme under Part XV, is to

be construed in accordance with section 214(1B); ]

3

“collective investment scheme”has the meaning given in section 235;

“the Commission” means the European Commission (except in provisions relating to the

Competition Commission);

“the compensation scheme”has the meaning given in section 213(2);

“control of information rules”has the meaning given in [section 137P ]

4

;

Financial Services and Markets Act 2000 Page 707
[ “credit-related regulated activity”has the meaning given in section 23(1B); ]

5

“director”, in relation to a body corporate, includes–

(a) a person occupying in relation to it the position of a director (by whatever name

called); and

(b) a person in accordance with whose directions or instructions (not being advice

given in a professional capacity) the directors of that body are accustomed to act;

“documents”includes information recorded in any form and, in relation to information

recorded otherwise than in legible form, references to its production include references to

producing a copy of the information in legible form [ , or in a form from which it can readily

be produced in visible and legible form ]

6

;

[ “EBA” means the European Banking Authority established by Regulation (EU) No.

1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing

a European Supervisory Authority (European Banking Authority8); ]

7

[ “electronic commerce directive” means Directive 2000/31/EC of the European Parliament

and the Council of 8 June 2000 on certain legal aspects of information society services, in

particular electronic commerce, in the Internal Market (Directive on electronic commerce);]

9

[ “ESMA” means the European Securities and Markets Authority established by Regulation

(EU) No. 1095/2010 of the European Parliament and of the Council of 24 November 2010

establishing a European Supervisory Authority (European Securities and Markets

Authority); ]

10

“exempt person”, in relation to a regulated activity, means a person who is exempt from

the general prohibition in relation to that activity as a result of an exemption order made

under section 38(1) or as a result of [section 39(1) or any of subsections (2) to (3C) of

section 285 ]

11 ;

[ “the FCA” means the Financial Conduct Authority; ]

12

“financial promotion rules” means rules made under [section 137R]

13 ;

“friendly society” means an incorporated or registered friendly society;

[ “full-scope UK AIFM”has the meaning given in regulation 2(1) of the Alternative

Investment Fund Managers Regulations 2013; ]

1

“general prohibition”has the meaning given in section 19(2);

[ “general rules”—

(a) in relation to the FCA, has the meaning given in section 137A(2), and

(b) in relation to the PRA, has the meaning given in section 137G(2);

]

14

“incorporated friendly society” means a society incorporated under the Friendly Societies

Act 1992;

“industrial and provident society” means a society registered or deemed to be registered

under the Industrial and Provident Societies Act 1965 or the Industrial and Provident

Societies Act (Northern Ireland) 1969;

[ “information society service” means an information society service within the meaning

of Article 2(a) of the electronic commerce directive; ]

15

[ “investment services and activities”has the meaning given in Article 4.1.2 of the markets

in financial instruments directive, read with—

(a) Chapter VI of Commission Regulation 1287/2006 of 10 August 2006 , [...]17

(b) Article 52 of Commission Directive 2006/73/EC of 10 August 2006 [ , and ]

18

[ (c) Article 6(5) of the emission allowance auctioning regulation; ]

18

]

16

Financial Services and Markets Act 2000 Page 708
“market abuse”has the meaning given in section 118;

“Minister of the Crown”has the same meaning as in the Ministers of the Crown Act 1975;

[...]19 [...]20

“the ombudsman scheme”has the meaning given in section 225(3);

“open-ended investment company”has the meaning given in section 236;

[ “Part 4A permission”has the meaning given in section 55A(5); ]

21

“partnership”includes a partnership constituted under the law of a country or territory outside

the United Kingdom;

[ “the PRA” means the Prudential Regulation Authority;

“PRA-authorised person”has the meaning given in section 2B(5);

“PRA-regulated activity”has the meaning given in section 22A; ]

22

“prescribed” (where not otherwise defined) means prescribed in regulations made by the

Treasury;

“price stabilising rules” means rules made under [section 137Q ]

23 ;

[ “principal”in relation to an appointed representative, is to be read in accordance with

section 39; ]

24

“private company” has [ the same meaning as in the Companies Acts (see section 4 of the

Companies Act 2006) ]

25 ;

“prohibition order”has the meaning given in section 56(2);

“recognised clearing house” and “recognised investment exchange”have the meaning given

in section 285;

“registered friendly society” means a society which is–

(a) a friendly society within the meaning of section 7(1)(a) of the Friendly Societies

Act 1974; and

(b) registered within the meaning of that Act;

“regulated activity”has the meaning given in section 22;

“regulating provisions”has the meaning given in [section 140A ]

26 ;

[ “regulator”has the meaning given in section 3A(2); ]

27

[...]28

[ “rule” means a rule made by the FCA or the PRA under this Act; ]

29

“rule-making instrument”has the meaning given in [section 138G ]

30 ;

“the scheme manager”has the meaning given in section 212(1);

“the scheme operator”has the meaning given in section 225(2);

“scheme particulars rules”has the meaning given in section 248(1);

“Seventh Company Law Directive” means the European Council Seventh Company Law

Directive of 13 June 1983 on consolidated accounts (No. 83/349/EEC);

[ “short selling regulation” means Regulation (EU) No 236/2012 of the European Parliament

and of the Council of 14 March 2012 on short selling and certain aspects of credit default

swaps; ]

31

[ “Takeovers Directive” means Directive 2004/25/EC of the European Parliament and of

the Council; ]

32

[ “threshold conditions”, in relation to a regulated activity, has the meaning given in section

55B(1); ]

33

“the Treaty” means [ the Treaty on the Functioning of the European Union ]

34 ;

[ “the Tribunal” means the Upper Tribunal; ]

35

“trust scheme rules”has the meaning given in section 247(1);

“UK authorised person”has the meaning given in [section 191G(1) ]

36 ; [...]37

Financial Services and Markets Act 2000 Page 709
[ “the UK financial system”has the meaning given in [section 1I ]

38 ; and ]37

“unit trust scheme”has the meaning given in section 237.

(2) In the application of this Act to Scotland, references to a matter being actionable at the suit of

a person are to be read as references to the matter being actionable at the instance of that person.

(3) For the purposes of any provision of this Act [ (other than a provision of Part 6) ]

39 authorising

or requiring a person to do anything within a specified number of days no account is to be taken

of any day which is a public holiday in any part of the United Kingdom.

[ (4) For the purposes of this Act—

(a) an information society service is provided from an EEA State if it is provided from an

establishment in that State;

(b) an establishment, in connection with an information society service, is the place at

which the provider of the service (being a national of an EEA State or a company or firm

as mentioned in [ Article 54 ]

34 of the Treaty) effectively pursues an economic activity for

an indefinite period;

(c) the presence or use in a particular place of equipment or other technical means of

providing an information society service does not, of itself, constitute that place as an

establishment of the kind mentioned in paragraph (b);

(d) where it cannot be determined from which of a number of establishments a given

information society service is provided, that service is to be regarded as provided from the

establishment where the provider has the centre of his activities relating to the service.

]

40

Notes

1 Definition inserted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.31 (July 22,

2013: insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

2 Definition repealed by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(a) (April 1, 2013)

3 Definition inserted by Banking Act 2009 c. 1 Pt 4 s.174(2) (February 21, 2009)

4 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(b) (April 1, 2013)

5 Definition inserted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(c) (April 1, 2013)

6 Words added by Criminal Justice and Police Act 2001 c. 16 Sch.2(2) para.16(2)(f) (April 1, 2003)

7 Definition inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(14)(a) (April 16,

2012)

8 O.J. No. L331, 15.12.2010 p.12

9 Definition inserted by Electronic Commerce Directive (Financial Services and Markets) Regulations 2002/1775

Pt 5 reg.13(2)(a) (July 18, 2002 for the purpose of enabling the Authority to make rules; August 21, 2002 otherwise)

10 Definition inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(14)(b) (April 16,

2012)

11 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(15) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

12 Definition inserted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(d) (January 24, 2013)

13 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(e) (April 1, 2013)

14 Definition substituted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(f) (April 1, 2013)

15 Definition inserted by Electronic Commerce Directive (Financial Services and Markets) Regulations 2002/1775

Pt 5 reg.13(2)(b) (July 18, 2002 for the purpose of enabling the Authority to make rules; August 21, 2002 otherwise)

Financial Services and Markets Act 2000 Page 710
16 Definition inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.5 para.19(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

17 Word repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.3(14)(a) (July 20, 2012)

18 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906 Pt 3

art.3(14)(b) (July 20, 2012)

19 Definition repealed by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(g) (April 1, 2013)

20 Definition repealed by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(h) (April 1, 2013)

21 Definition substituted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(i) (April 1, 2013)

22 Definitions inserted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(j) (January 24, 2013)

23 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(k) (April 1, 2013)

24 Definition inserted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(l) (April 1, 2013)

25 Words substituted by Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings)

Order 2009/1941 Sch.1 para.181(4) (October 1, 2009)

26 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(m) (April 1, 2013)

27 Definition inserted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(n) (January 24, 2013)

28 Definitions repealed by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(o) (April 1, 2013)

29 Definition substituted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(p) (April 1, 2013)

30 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(q) (April 1, 2013)

31 Definition inserted by Financial Services and Markets Act 2000 (Short Selling) Regulations 2012/2554 reg.2(15)

(November 1, 2012)

32 Definition inserted by Companies Act 2006 c. 46 Pt 28 c.1 s.964(6) (April 6, 2007 subject to transitional adaptations

specified in SI 2007/1093 art.3 and Sch.1)

33 Definition substituted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(r) (April 1, 2013)

34 Words substituted by Treaty of Lisbon (Changes in Terminology or Numbering) Order 2012/1809 Sch.1(1) para.1

(August 1, 2012: substitution has effect subject to savings specified in SI 2012/1809 art.2(2))

35 Definition inserted by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.48 (April 6, 2010)

36 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(s) (April 1, 2013)

37 Definition inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.31 (April 8, 2010)

38 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.48(1)(t) (April 1, 2013)

39 Words inserted by Prospectus Regulations 2005/1433 Sch.1 para.15 (July 1, 2005)

40 Added by Electronic Commerce Directive (Financial Services and Markets) Regulations 2002/1775 Pt 5 reg.13(2)(c)

(July 18, 2002 for the purpose of enabling the Authority to make rules; August 21, 2002 otherwise)

Commencement

Pt XXIX s. 417(1)-(3): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXIX s. 417(1)-(4)(d): United Kingdom 

Law In Force

!

Amendment(s) Pending

418.— Carrying on regulated activities in the United Kingdom.

(1) In the [ five ]

1

 cases described in this section, a person who–

(a) is carrying on a regulated activity, but

Financial Services and Markets Act 2000 Page 711
(b) would not otherwise be regarded as carrying it on in the United Kingdom,

is, for the purposes of this Act, to be regarded as carrying it on in the United Kingdom.

(2) The first case is where–

(a) his registered office (or if he does not have a registered office his head office) is in the

United Kingdom;

(b) he is entitled to exercise rights under a single market directive as a UK firm; and

(c) he is carrying on in another EEA State a regulated activity to which that directive applies.

(3) The second case is where–

(a) his registered office (or if he does not have a registered office his head office) is in the

United Kingdom;

(b) he is the manager of a scheme which is entitled to enjoy the rights conferred by an

instrument which is a relevant [ EU ]

2

 instrument for the purposes of section 264; and

(c) persons in another EEA State are invited to become participants in the scheme.

(4) The third case is where–

(a) his registered office (or if he does not have a registered office his head office) is in the

United Kingdom;

(b) the day-to-day management of the carrying on of the regulated activity is the

responsibility of–

(i) his registered office (or head office); or

(ii) another establishment maintained by him in the United Kingdom.

(5) The fourth case is where–

(a) his head office is not in the United Kingdom; but

(b) the activity is carried on from an establishment maintained by him in the United

Kingdom.

[ (5A) The fifth case is any other case where the activity—

(a) consists of the provision of an information society service to a person or persons in one

or more EEA States; and

(b) is carried on from an establishment in the United Kingdom.

]

3

(6) For the purposes of subsections (2) to [ (5A) ]

4

 it is irrelevant where the person with whom

the activity is carried on is situated.

[ (7) For the purposes of subsection (2)(b) and (c), the emission allowance auctioning regulation is

a single market directive. ]

5

Notes

1 Word substituted by Electronic Commerce Directive (Financial Services and Markets) Regulations 2002/1775 Pt

5 reg.13(3)(a) (July 18, 2002 for the purpose of enabling the Authority to make rules; August 21, 2002 otherwise)

2 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(d) (April 22, 2011)

3 Added by Electronic Commerce Directive (Financial Services and Markets) Regulations 2002/1775 Pt 5 reg.13(3)(b)

(July 18, 2002 for the purpose of enabling the Authority to make rules; August 21, 2002 otherwise)

4

Figure substituted by Electronic Commerce Directive (Financial Services and Markets) Regulations 2002/1775

Pt 5 reg.13(3)(c) (July 18, 2002 for the purpose of enabling the Authority to make rules; August 21, 2002 otherwise)

5 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906 Pt 3

art.3(15) (July 20, 2012)

Financial Services and Markets Act 2000 Page 712
Amendments Pending

Pt XXIX s. 418(5B)(c): repealed by Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

Sch. 2(1) para. 1 (date to be appointed)

Pt XXIX s. 418(6): word substituted by Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

Sch. 1 para. 1(4)(c) (date to be appointed)

Pt XXIX s. 418(5B)-(5C): added by Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

Sch. 1 para. 1(4)(b) (date to be appointed)

Pt XXIX s. 418(1): word substituted by Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

Sch. 1 para. 1(4)(a) (date to be appointed)

Commencement

Pt XXIX s. 418(1)-(6): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Pt XXIX s. 418(1)-(7): United Kingdom 

Law In Force

419.— Carrying on regulated activities by way of business.

(1) The Treasury may by order make provision–

(a) as to the circumstances in which a person who would otherwise not be regarded as

carrying on a regulated activity by way of business is to be regarded as doing so;

(b) as to the circumstances in which a person who would otherwise be regarded as carrying

on a regulated activity by way of business is to be regarded as not doing so.

(2) An order under subsection (1) may be made so as to apply–

(a) generally in relation to all regulated activities;

(b) in relation to a specified category of regulated activity; or

(c) in relation to a particular regulated activity.

(3) An order under subsection (1) may be made so as to apply–

(a) for the purposes of all provisions;

(b) for a specified group of provisions; or

(c) for a specified provision.

(4) “Provision” means a provision of, or made under, this Act.

(5) Nothing in this section is to be read as affecting the provisions of section 428(3).

Commencement

Pt XXIX s. 419(1)-(5): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXIX s. 419(1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 713
Law In Force

420.— Parent and subsidiary undertaking.

(1) In this Act, except in relation to an incorporated friendly society, “parent undertaking” and

“subsidiary undertaking”have the same meaning as in [ the Companies Acts (see section 1162 of,

and Schedule 7 to, the Companies Act 2006) ]

1

.

(2) But–

(a) “parent undertaking” also includes an individual who would be a parent undertaking

for the purposes of those provisions if he were taken to be an undertaking (and “subsidiary

undertaking” is to be read accordingly);

(b) “subsidiary undertaking” also includes, in relation to a body incorporated in or formed

under the law of an EEA State other than the United Kingdom, an undertaking which is a

subsidiary undertaking within the meaning of any rule of law in force in that State for

purposes connected with implementation of the Seventh Company Law Directive (and

“parent undertaking” is to be read accordingly).

(3) In this Act “subsidiary undertaking”, in relation to an incorporated friendly society, means a

body corporate of which the society has control within the meaning of section 13(9)(a) or (aa) of

the Friendly Societies Act 1992 (and “parent undertaking” is to be read accordingly).

Notes

1 Words substituted subject to savings specified in SI 2008/948 arts 11 and 12 by Companies Act 2006 (Consequential

Amendments etc) Order 2008/948 Sch.1(2) para.212(1) (April 6, 2008)

Commencement

Pt XXIX s. 420(1)-(3): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXIX s. 420(1)-(3): United Kingdom 

Law In Force

421.— Group.

(1) In this Act “group”, in relation to a person (“A”), means A and any person who is–

(a) a parent undertaking of A;

(b) a subsidiary undertaking of A;

(c) a subsidiary undertaking of a parent undertaking of A;

(d) a parent undertaking of a subsidiary undertaking of A;

(e) an undertaking in which A or an undertaking mentioned in paragraph (a), (b), (c) or (d)

has a participating interest;

(f) if A or an undertaking mentioned in paragraph (a) or (d) is a building society, an

associated undertaking of the society; or

(g) if A or an undertaking mentioned in paragraph (a) or (d) is an incorporated friendly

society, a body corporate of which the society has joint control (within the meaning of

section 13(9)(c) or (cc) of the Friendly Societies Act 1992).

Financial Services and Markets Act 2000 Page 714
(2) “Participating interest” [ has the meaning given in section 421A ]

1

; but also includes an interest

held by an individual which would be a participating interest for the purposes of those provisions

if he were taken to be an undertaking.

(3) “Associated undertaking”has the meaning given in section 119(1) of the Building Societies Act

1986.

Notes

1 Words substituted subject to savings specified in SI 2008/948 arts 11 and 12 by Companies Act 2006 (Consequential

Amendments etc) Order 2008/948 Sch.1(2) para.212(2) (April 6, 2008)

Commencement

Pt XXIX s. 421(1)-(3): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXIX s. 421(1)-(3): United Kingdom 

Law In Force

[ 421ZA Immediate group

In this Act “immediate group”, in relation to a person (“A”), means—

(a) A;

(b) a parent undertaking of A;

(c) a subsidiary undertaking of A;

(d) a subsidiary undertaking of a parent undertaking of A;

(e) a parent undertaking of a subsidiary undertaking of A.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.48(2) (January 24, 2013)

Extent

Pt XXIX s. 421ZA(a)-(e): United Kingdom 

Law In Force

[ 421A.— Meaning of “participating interest”

(1) In section 421 a “participating interest” means an interest held by an undertaking in the shares

of another undertaking which it holds on a long-term basis for the purpose of securing a contribution

to its activities by the exercise of control or influence arising from or related to that interest.

(2) A holding of 20% or more of the shares of an undertaking is presumed to be a participating

interest unless the contrary is shown.

(3) The reference in subsection (1) to an interest in shares includes—

(a) an interest which is convertible into an interest in shares, and

(b) an option to acquire shares or any such interest;

Financial Services and Markets Act 2000 Page 715
and an interest or option falls within paragraph (a) or (b) notwithstanding that the shares to which

it relates are, until the conversion or the exercise of the option, unissued.

(4) For the purposes of this section an interest held on behalf of an undertaking shall be treated as

held by it.

(5) In this section “undertaking” has the same meaning as in the Companies Acts (see section

1161(1) of the Companies Act 2006).

]

1

Notes

1

Inserted subject to savings specified in SI 2008/948 arts 11 and 12 by Companies Act 2006 (Consequential

Amendments etc) Order 2008/948 Sch.1(2) para.212(3) (April 6, 2008)

Extent

Pt XXIX s. 421A(1)-(5): United Kingdom 

Law In Force

[ 422.— Controller

(1) In this Act “controller”, in relation to an undertaking (“B”), means a person (“A”) who falls

within any of the cases in subsection (2).

(2) The cases are where A holds—

(a) 10% or more of the shares in B or in a parent undertaking of B (“P”);

(b) 10% or more of the voting power in B or P; or

(c) shares or voting power in B or P as a result of which A is able to exercise significant

influence over the management of B.

(3) For the purposes of calculations relating to this section, the holding of shares or voting power

by a person (“A1”) includes any shares or voting power held by another (“A2”) if A1 and A2 are

acting in concert.

(4) In this section “shares”—

(a) in relation to an undertaking with a share capital, means allotted shares;

(b) in relation to an undertaking with capital but no share capital, means rights to share in

the capital of the undertaking;

(c) in relation to an undertaking without capital, means interests—

(i) conferring any right to share in the profits, or liability to contribute to the losses,

of the undertaking; or

(ii) giving rise to an obligation to contribute to the debts or expenses of the

undertaking in the event of a winding up.

(5) In this section “voting power”—

(a) includes, in relation to a person (“H”)—

(i) voting power held by a third party with whom H has concluded an agreement,

which obliges H and the third party to adopt, by concerted exercise of the voting

power they hold, a lasting common policy towards the management of the

undertaking in question;

Financial Services and Markets Act 2000 Page 716
(ii) voting power held by a third party under an agreement concluded with H

providing for the temporary transfer for consideration of the voting power in question;

(iii) voting power attaching to shares which are lodged as collateral with H, provided

that H controls the voting power and declares an intention to exercise it;

(iv) voting power attaching to shares in which H has a life interest;

(v) voting power which is held, or may be exercised within the meaning of

subparagraphs (i) to (iv), by a subsidiary undertaking of H;

(vi) voting power attaching to shares deposited with H which H has discretion to

exercise in the absence of specific instructions from the shareholders;

(vii) voting power held in the name of a third party on behalf of H;

(viii) voting power which H may exercise as a proxy where H has discretion about

the exercise of the voting power in the absence of specific instructions from the

shareholders; and

(b) in relation to an undertaking which does not have general meetings at which matters

are decided by the exercise of voting rights, means the right under the constitution of the

undertaking to direct the overall policy of the undertaking or alter the terms of its constitution.

]

1

Notes

1

Ss 422 and 422A substituted for s.422 by Financial Services and Markets Act 2000 (Controllers) Regulations

2009/534 Sch.3 para.1 (March 21, 2009: substitution has effect subject to transitional provisions specified in SI

2009/534 reg.8)

Commencement

Pt XXIX s. 422(1)-(7): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXIX s. 422(1)-(7): United Kingdom 

Law In Force

[ 422A.— Disregarded holdings

(1) For the purposes of section 422, shares and voting power that a person holds in an undertaking

(“B”) or in a parent undertaking of B (“P”) are disregarded in the following circumstances.

(2) Shares held only for the purposes of clearing and settling within a short settlement cycle are

disregarded.

(3) Shares held by a custodian or its nominee in a custodian capacity are disregarded, provided that

the custodian or nominee is only able to exercise voting power attached to the shares in accordance

with instructions given in writing.

(4) Shares representing no more than 5% of the total voting power in B or P held by an investment

firm are disregarded, provided that it—

(a) holds the shares in the capacity of a market maker (as defined in article 4.1(8) of the

markets in financial instruments directive);

(b) is authorised by its home state regulator under the markets in financial instruments

directive; and

Financial Services and Markets Act 2000 Page 717
(c) neither intervenes in the management of B or P nor exerts any influence on B or P to

buy the shares or back the share price.

(5) Shares held by a credit institution or investment firm in its trading book are disregarded, provided

that—

(a) the shares represent no more than 5% of the total voting power in B or P; and

(b) the credit institution or investment firm ensures that the voting power is not used to

intervene in the management of B or P.

(6) Shares held by a credit institution or an investment firm are disregarded, provided that—

(a) the shares are held as a result of performing the investment services and activities of—

(i) underwriting shares; or

(ii) placing shares on a firm commitment basis in accordance with Annex I, section

A.6 of the markets in financial instruments directive; and

(b) the credit institution or investment firm—

(i) does not exercise voting power represented by the shares or otherwise intervene

in the management of the issuer; and

(ii) retains the holding for a period of less than one year.

(7) Where a management company (as defined in [ Article 2.1(b) ]

2

 of the UCITS directive) and

its parent undertaking both hold shares or voting power, each may disregard holdings of the other,

provided that each exercises its voting power independently of the other.

(8) But subsection (7) does not apply if the management company—

(a) manages holdings for its parent undertaking or an undertaking in respect of which the

parent undertaking is a controller;

(b) has no discretion to exercise the voting power attached to such holdings; and

(c) may only exercise the voting power in relation to such holdings under direct or indirect

instruction from—

(i) its parent undertaking; or

(ii) an undertaking in respect of which of the parent undertaking is a controller.

(9) Where an investment firm and its parent undertaking both hold shares or voting power, the

parent undertaking may disregard holdings managed by the investment firm on a client by client

basis and the investment firm may disregard holdings of the parent undertaking, provided that the

investment firm—

(a) has permission to provide portfolio management;

(b) exercises its voting power independently from the parent undertaking; and

(c) may only exercise the voting power under instructions given in writing, or has appropriate

mechanisms in place for ensuring that individual portfolio management services are

conducted independently of any other services.

(10) In this section “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 a registered office,

its head office) in an EEA State.

]

1

Financial Services and Markets Act 2000 Page 718
Notes

1

Ss 422 and 422A substituted for s.422 by Financial Services and Markets Act 2000 (Controllers) Regulations

2009/534 Sch.3 para.1 (March 21, 2009: substitution has effect subject to transitional provisions specified in SI

2009/534 reg.8)

2 Words substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613

Pt 2 reg.2(31) (July 1, 2011)

Extent

Pt XXIX s. 422A(1)-(10)(b): United Kingdom 

Law In Force

423.— Manager.

(1) In this Act, except in relation to a unit trust scheme or a registered friendly society, “manager”

means an employee who–

(a) under the immediate authority of his employer is responsible, either alone or jointly

with one or more other persons, for the conduct of his employer's business; or

(b) under the immediate authority of his employer or of a person who is a manager by

virtue of paragraph (a) exercises managerial functions or is responsible for maintaining

accounts or other records of his employer.

(2) If the employer is not an individual, references in subsection (1) to the authority of the employer

are references to the authority–

(a) in the case of a body corporate, of the directors;

(b) in the case of a partnership, of the partners; and

(c) in the case of an unincorporated association, of its officers or the members of its

governing body.

(3) “Manager”, in relation to a body corporate, means a person (other than an employee of the

body) who is appointed by the body to manage any part of its business and includes an employee

of the body corporate (other than the chief executive) who, under the immediate authority of a

director or chief executive of the body corporate, exercises managerial functions or is responsible

for maintaining accounts or other records of the body corporate.

Commencement

Pt XXIX s. 423(1)-(3): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXIX s. 423(1)-(3): United Kingdom 

Law In Force

424.— Insurance.

(1) In this Act, references to–

(a) contracts of insurance,

(b) reinsurance,

Financial Services and Markets Act 2000 Page 719
(c) contracts of long-term insurance,

(d) contracts of general insurance,

are to be read with section 22 and Schedule 2.

(2) In this Act “policy” and “policyholder”, in relation to a contract of insurance, have such meaning

as the Treasury may by order specify.

(3) The law applicable to a contract of insurance, the effecting of which constitutes the carrying

on of a regulated activity, is to be determined, if it is of a prescribed description, in accordance

with regulations made by the Treasury.

Commencement

Pt XXIX s. 424(1)-(2): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Pt XXIX s. 424(3): February 25, 2001 for the purposes of making orders or regulations; December 1, 2001 otherwise (SI

2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Pt XXIX s. 424(1)-(3): United Kingdom 

Law In Force

[ 424A.— Investment firm

(1) In this Act, “investment firm”has the meaning given in Article 4.1.1 of the markets in financial

instruments directive.

(2) Subsection (1) is subject to subsections (3) to (5).

[ (3) References in this Act to an “investment firm”include references to a person who would be

an investment firm (within the meaning of Article 4.1.1 of the markets in financial instruments

directive) if—

(a) in the case of a body corporate, his registered office or, if he has no registered office,

his head office, and

(b) in the case of a person other than a body corporate, his head office,

were in an EEA State. ]

2

(4) But subsection (3) does not apply if the person in question is one to whom the markets in

financial instruments directive would not apply by virtue of Article 2 of that directive.

(5) References in this Act to an “investment firm” do not include references to—

(a) a person to whom the markets in financial instruments directive does not apply by virtue

of Article 2 of the directive; or

(b) a person whose home Member State (within the meaning of Article 4.1.20 of the markets

in financial instruments directive) is an EEA State and to whom, by reason of the fact that

the State has given effect to Article 3 of that directive, that directive does not apply by virtue

of that Article.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) (Modification of Powers)

Regulations 2006/2975 reg.10 (December 6, 2006)

Financial Services and Markets Act 2000 Page 720
2

Substituted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.5 para.21 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Extent

Pt XXIX s. 424A(1)-(5)(b): United Kingdom 

Law In Force

425.— Expressions relating to authorisation elsewhere in the single market.

(1) In this Act–

[ (a) [ “alternative investment fund managers directive”, ]

2

“banking consolidation

directive”, [ “life assurance consolidation directive”, ]

3

[ “EEA AIFM”, ]

4

“EEA

authorisation”, “EEA firm”, “EEA right”, “EEA State”, [ “emission allowance auctioning

regulation” ]

5

[...]6“first non-life insurance directive”, “insurance directives”, [ “reinsurance

directive”, ]

7

“insurance mediation directive”, [...]8[ “markets in financial instruments

directive”, ]

9

“single market directives” [ , “tied agent” ]

10 and “UCITS directive”have the

meaning given in Schedule 3; and. ]

1

(b) “home state regulator”, in relation to an EEA firm, has the meaning given in Schedule

3.

(2) In this Act–

(a) “home state authorisation”has the meaning given in Schedule 4;

(b) “Treaty firm”has the meaning given in Schedule 4; and

(c) “home state regulator”, in relation to a Treaty firm, has the meaning given in Schedule

4.

Notes

1

Substituted by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 2 reg.2(1)

(February 13, 2004)

2 Words inserted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.32(a) (July 22,

2013: insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Words inserted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379

Pt 2 reg.6(5)(a) (January 11, 2005)

4 Words inserted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.32(b) (July 22,

2013: insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

5 Words inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.3(16) (July 20, 2012)

6 Words repealed by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379

Pt 2 reg.6(5)(b) (January 11, 2005)

7 Words inserted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.5 (December 10, 2007)

8 Words repealed by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.5 para.22(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

9 Words inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) (Modification of

Powers) Regulations 2006/2975 reg.11 (December 6, 2006)

10 Words inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.5 para.22(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

Financial Services and Markets Act 2000 Page 721
Commencement

Pt XXIX s. 425(1)-(2)(c): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXIX s. 425(1)-(2)(c): United Kingdom 

Law In Force

[ 425A Consumers: regulated activities etc carried on by authorised persons

(1) This section has effect for the purposes of the provisions of this Act which apply this section.

(2) “Consumers” means persons who—

(a) use, have used or may use any of the services within subsection (3); [...]2

(b) have relevant rights or interests in relation to any of those services [ ; or ]

3

[ (c) whose rights, interests or obligations are affected by the level of a regulated

benchmark. ]

3

(3) The services within this subsection are services provided by—

(a) authorised persons in carrying on regulated activities;

(b) authorised persons who are investment firms, or credit institutions, in providing relevant

ancillary services; or

(c) persons acting as appointed representatives.

(4) A person (“P”) has a “relevant right or interest”in relation to any services within subsection (3)

if P has a right or interest—

(a) which is derived from, or is otherwise attributable to, the use of the services by others;

or

(b) which may be adversely affected by the use of the services by persons acting on P's

behalf or in a fiduciary capacity in relation to P.

(5) If a person is providing a service within subsection (3) as a trustee, the persons who are, have

been or may be beneficiaries of the trust are to be treated as persons who use, have used or may

use the service.

(6) A person who deals with another person (“A”) in the course of A providing a service within

subsection (3) is to be treated as using the service.

(7) In this section—

“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 does not have one,

its head office) in an EEA State;

[ “regulated benchmark” means a benchmark, as defined in section 22(6), in relation to

which any provision made under section 22(1A)(b) has effect; ]

4

“relevant ancillary service” means any service of a kind mentioned in Section B of Annex

I to the markets in financial instruments directive the provision of which does not involve

the carrying on of a regulated activity.

]

1

Financial Services and Markets Act 2000 Page 722
Notes

1 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.32 (April 8, 2010)

2 Word repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2013/655

Pt 2 art.3(4)(a) (April 2, 2013: repeal has effect subject to transitional provisions specified in SI 2013/655 Pt 4)

3 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2013/655 Pt 2

art.3(4)(b) (April 2, 2013: insertion has effect subject to transitional provisions specified in SI 2013/655 Pt 4)

4 Definition inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order

2013/655 Pt 2 art.3(4)(c) (April 2, 2013: insertion has effect subject to transitional provisions specified in SI

2013/655 Pt 4)

Extent

Pt XXIX s. 425A(1)-(7) definition of "relevant ancillary service": United Kingdom 

Law In Force

[ 425B Consumers: regulated activities carried on by others

(1) This section has effect for the purposes of the provisions of this Act which apply this section.

(2) “Consumers” means persons who, in relation to regulated activities carried on otherwise than

by authorised persons, would be consumers as defined by section 425A if the activities were carried

on by authorised persons.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.2(1) para.32 (April 8, 2010)

Extent

Pt XXIX s. 425B(1)-(2): United Kingdom 

Law In Force

[ 425C “Qualifying EU provision”

(1) In this Act “qualifying EU provision” means a provision of—

(a) a directly applicable EU regulation, or

(b) an EU decision for whose enforcement the United Kingdom is required by an EU

obligation to make provision.

(2) In subsection (1)(b) “EU decision” means a decision under an EU directive or EU regulation.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.48(3) (January 24, 2013)

Extent

Pt XXIX s. 425C(1)-(2): United Kingdom 

Financial Services and Markets Act 2000 Page 723
PART XXX

SUPPLEMENTAL

Law In Force

426.— Consequential and supplementary provision.

(1) A Minister of the Crown may by order make such incidental, consequential, transitional or

supplemental provision as he considers necessary or expedient for the general purposes, or any

particular purpose, of this Act or in consequence of any provision made by or under this Act or for

giving full effect to this Act or any such provision.

(2) An order under subsection (1) may, in particular, make provision–

(a) for enabling any person by whom any powers will become exercisable, on a date set

by or under this Act, by virtue of any provision made by or under this Act to take before

that date any steps which are necessary as a preliminary to the exercise of those powers;

(b) for applying (with or without modifications) or amending, repealing or revoking any

provision of or made under an Act passed before this Act or in the same Session;

(c) dissolving any body corporate established by any Act passed, or instrument made,

before the passing of this Act;

(d) for making savings, or additional savings, from the effect of any repeal or revocation

made by or under this Act.

(3) Amendments made under this section are additional, and without prejudice, to those made by

or under any other provision of this Act.

(4) No other provision of this Act restricts the powers conferred by this section.

Commencement

Pt XXX s. 426(1)-(4): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXX s. 426(1)-(4): United Kingdom 

Law In Force

427.— Transitional provisions.

(1) Subsections (2) and (3) apply to an order under section 426 which makes transitional provisions

or savings.

(2) The order may, in particular–

(a) if it makes provision about the authorisation and permission of persons who before

commencement were entitled to carry on any activities, also include provision for such

persons not to be treated as having any authorisation or permission (whether on an application

to the Authority or otherwise);

(b) make provision enabling the Authority to require persons of such descriptions as it may

direct to reapply for permissions having effect by virtue of the order;

Financial Services and Markets Act 2000 Page 724
(c) make provision for the continuation as rules of such provisions (including primary and

subordinate legislation) as may be designated in accordance with the order by the Authority,

including provision for the modification by the Authority of provisions designated;

(d) make provision about the effect of requirements imposed, liabilities incurred and any

other things done before commencement, including provision for and about investigations,

penalties and the taking or continuing of any other action in respect of contraventions;

(e) make provision for the continuation of disciplinary and other proceedings begun before

commencement, including provision about the decisions available to bodies before which

such proceedings take place and the effect of their decisions;

(f) make provision as regards the Authority's obligation to maintain a record under section

347 as respects persons in relation to whom provision is made by the order.

(3) The order may–

(a) confer functions on the Treasury, the Secretary of State, the Authority, the scheme

manager, the scheme operator, members of the panel established under paragraph 4 of

Schedule 17 , the Competition Commission or [ the Office of Fair Trading ]

1

 ;

(b) confer jurisdiction on the Tribunal;

(c) provide for fees to be charged in connection with the carrying out of functions conferred

under the order;

(d) modify, exclude or apply (with or without modifications) any primary or subordinate

legislation (including any provision of, or made under, this Act).

(4) In subsection (2) “commencement” means the commencement of such provisions of this Act

as may be specified by the order.

Notes

1 Words substituted by Enterprise Act 2002 c. 40 Sch.25 para.40(18) (April 1, 2003)

Commencement

Pt XXX s. 427(1)-(4): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXX s. 427(1)-(4): United Kingdom 

Law In Force

428.— Regulations and orders.

(1) Any power to make an order which is conferred on a Minister of the Crown by this Act and

any power to make regulations which is conferred by this Act is exercisable by statutory instrument.

(2) The Lord Chancellor's power to make rules under section 132 is exercisable by statutory

instrument.

(3) Any statutory instrument made under this Act may–

(a) contain such incidental, supplemental, consequential and transitional provision as the

person making it considers appropriate; and

(b) make different provision for different cases.

Financial Services and Markets Act 2000 Page 725
Commencement

Pt XXX s. 428(1)-(3)(b): June 14, 2000 (2000 c. 8 Pt XXX s. 431(1)(b))

Extent

Pt XXX s. 428(1)-(3)(b): United Kingdom 

Law In Force

429.— Parliamentary control of statutory instruments.

(1) No order is to be made under–

(a) [section 1J, 3B(4), 3F(6), 55C, 144(4), 192(b) or (e), 138K(6)(c), 192B(6), 204A(7),

213(1A), 236(5), 285(4), 380(12), 382(15), 384(13), 404G, or 419 ]

1

, or

(b) [...]2

unless a draft of the order has been laid before Parliament and approved by a resolution of each

House.

(2) No regulations are to be made under [section 90B, 214A, 214B, 214D or 262 ]

3

 unless a draft

of the regulations has been laid before Parliament and approved by a resolution of each House.

(3) An order to which, if it is made, subsection (4) or (5) will apply is not to be made unless a draft

of the order has been laid before Parliament and approved by a resolution of each House.

(4) This subsection applies to an order under section 21 if–

(a) it is the first order to be made, or to contain provisions made, under section 21(4);

(b) it varies an order made under section 21(4) so as to make section 21(1) apply in

circumstances in which it did not previously apply;

(c) it is the first order to be made, or to contain provision made, under section 21(5);

(d) it varies a previous order made under section 21(5) so as to make section 21(1) apply

in circumstances in which it did not, as a result of that previous order, apply;

(e) it is the first order to be made, or to contain provisions made, under section 21(9) or

(10);

(f) it adds one or more activities to those that are controlled activities for the purposes of

section 21; or

(g) it adds one or more investments to those which are controlled investments for the

purposes of section 21.

(5) This subsection applies to an order under section 38 if–

(a) it is the first order to be made, or to contain provisions made, under that section; or

(b) it contains provisions restricting or removing an exemption provided by an earlier order

made under that section.

(6) An order containing a provision to which, if the order is made, subsection (7) will apply is not

to be made unless a draft of the order has been laid before Parliament and approved by a resolution

of each House.

(7) This subsection applies to a provision contained in an order if–

Financial Services and Markets Act 2000 Page 726
(a) it is the first to be made in the exercise of the power conferred by subsection (1) of

section 326 or it removes a body from those for the time being designated under that

subsection; or

(b) it is the first to be made in the exercise of the power conferred by subsection (6) of

section 327 or it adds a description of regulated activity or investment to those for the time

being specified for the purposes of that subsection.

(8) Any other statutory instrument made under this Act, apart from one made under [section 3G(1),

137D(1)(b), 165A(2)(d), 192A(4) or 431(2) ]

4

 or to which [section 22B or 23A or paragraph 26

of Schedule 2 ]

5

 applies, shall be subject to annulment in pursuance of a resolution of either House

of Parliament.

Notes

1 Words inserted by Financial Services Act 2012 c. 21 Pt 2 s.49(2)(a)(iii) (January 24, 2013)

2 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.49(2)(b) (January 24, 2013)

3 Word inserted by Financial Services Act 2010 c. 28 Sch.2(1) para.33(3) (April 8, 2010)

4 Words inserted by Financial Services Act 2012 c. 21 Pt 2 s.49(3)(b) (January 24, 2013)

5 Words inserted by Financial Services Act 2012 c. 21 Pt 2 s.49(3)(c) (January 24, 2013)

Commencement

Pt XXX s. 429(1)-(8): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Pt XXX s. 429(1)-(8): United Kingdom 

Law In Force

430.— Extent.

(1) This Act, except Chapter IV of Part XVII, extends to Northern Ireland.

(2) Except where Her Majesty by Order in Council provides otherwise, the extent of any amendment

or repeal made by or under this Act is the same as the extent of the provision amended or repealed.

(3) Her Majesty may by Order in Council provide for any provision of or made under this Act

relating to a matter which is the subject of other legislation which extends to any of the Channel

Islands or the Isle of Man to extend there with such modifications (if any) as may be specified in

the Order.

Commencement

Pt XXX s. 430(1)-(3): June 14, 2000 (2000 c. 8 Pt XXX s. 431(1)(b))

Extent

Pt XXX s. 430(1)-(3): United Kingdom 

Financial Services and Markets Act 2000 Page 727
Law In Force

431.— Commencement.

(1) The following provisions come into force on the passing of this Act–

(a) this section;

(b) sections 428, 430 and 433;

(c) paragraphs 1 and 2 of Schedule 21.

(2) The other provisions of this Act come into force on such day as the Treasury may by order

appoint; and different days may be appointed for different purposes.

Commencement

Pt XXX s. 431(1)-(2): June 14, 2000 (2000 c. 8 Pt XXX s. 431(1)(a))

Extent

Pt XXX s. 431(1)-(2): United Kingdom 

Law In Force

432.— Minor and consequential amendments, transitional provisions and repeals.

(1) Schedule 20 makes minor and consequential amendments.

(2) Schedule 21 makes transitional provisions.

(3) The enactments set out in Schedule 22 are repealed.

Commencement

Pt XXX s. 432(1): July 3, 2001 for provisions specified in SI 2001/2364 art.2(b); September 3, 2001 for provisions

specified in SI 2001/2632 art.2(2); December 1, 2001 otherwise (SI 2001/2364 art. 2(1); SI 2001/2632 art. 2(2), Sch.

1(2) para. 1; SI 2001/3538 art. 2(1))

Pt XXX s. 432(2): June 14, 2000 (2000 c. 8 Pt XXX s. 431(1)(c))

Pt XXX s. 432(3): April 30, 2001 for repeals specified in SI 2001/1282 art.2(b); December 1, 2001 for repeals specified

in SI 2001/3538 art.2(1); July 2, 2002 for repeals specified in SI 2001/3538 art.2(5)(b) (SI 2001/1282 art. 2(b); SI

2001/3538 art. 2(1), art. 2(5)(b))

Extent

Pt XXX s. 432(1)-(3): United Kingdom 

Law In Force

433. Short title.

This Act may be cited as the Financial Services and Markets Act 2000.

Financial Services and Markets Act 2000 Page 728
Commencement

Pt XXX s. 433: June 14, 2000 (2000 c. 8 Pt XXX s. 431(1)(b))

Extent

Pt XXX s. 433: United Kingdom 

SCHEDULE 1

THE FINANCIAL SERVICES AUTHORITY

Section 1.

PART I

GENERAL

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

1.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 729
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

2.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 730
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

3.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 731
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

4.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 732
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

5.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 733
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

6.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 734
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

7.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 735
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

8.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 736
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

9. [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 737
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

10.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 738
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

11.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 739
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

12. [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 740
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

PART II

STATUS

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

13. [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Financial Services and Markets Act 2000 Page 741
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

Exemption from requirement of “limited” in Authority's name

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

14. [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

Financial Services and Markets Act 2000 Page 742
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

15. [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

Financial Services and Markets Act 2000 Page 743
As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

PART III

PENALTIES AND FEES

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

16.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 744
Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

17.— [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 745
Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

18. [...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 746
Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

PART IV

MISCELLANEOUS

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

19.— [...]1

Financial Services and Markets Act 2000 Page 747
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

19A [...]1

Financial Services and Markets Act 2000 Page 748
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

19B [...]1

Financial Services and Markets Act 2000 Page 749
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

20. [...]1

Financial Services and Markets Act 2000 Page 750
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

The text of this provision varies depending on jurisdiction or other application. See parallel texts relating to:

England, Scotland and Wales | Other Application

R Repealed

England, Scotland and Wales

21. [...]1

Financial Services and Markets Act 2000 Page 751
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as SI 2013/423 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7)

Other Application

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 4: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (February

19, 2013: substitution has effect on February 19, 2013 as SI 2013/113 for the purposes of making appointments

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 2: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7)

As part of the substitution of new Schs 1ZA and 1ZB and in relation to the application of those

new Schs as brought into force by SI 2013/113 art.2 and Sch.1 Pt 3: Sch.1 is repealed.[...]1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for purposes and provisions specified in SI 2013/113 art.2

and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7)

[ SCHEDULE 1ZA

THE FINANCIAL CONDUCT AUTHORITY

Section 1A

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations as specified

in SI 2013/113 art.2 and Sch.1 Pt 2 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7;

January 24, 2013 in relation to the preperation of a scheme under 2000 c.8 Sch.1ZA para.21 or the making of rules

Financial Services and Markets Act 2000 Page 752
as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20

para.7; ; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

[ PART 1

GENERAL

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

[ Interpretation ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 1 

In this Schedule—

“the Bank” means the Bank of England;

“functions”, in relation to the FCA, means functions conferred on the FCA by or under any

provision of this Act (see section 1A(6) which affects the meaning of references to such

functions).

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 1 definition of "the Bank"- definition of "functions": United Kingdom 

Financial Services and Markets Act 2000 Page 753
[Constitution ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; February 19, 2013 for the purposes of making appointments

as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 2 

(1) The constitution of the FCA must provide for the FCA to have a governing body.

(2) The governing body must consist of—

(a) a chair appointed by the Treasury,

(b) a chief executive appointed by the Treasury,

(c) the Bank's Deputy Governor for prudential regulation,

(d) 2 members appointed jointly by the Secretary of State and the Treasury, and

(e) at least one other member appointed by the Treasury.

(3) The members referred to in sub-paragraph (2)(a), (c) and (d) are to be non-executive members.

(4) In exercising its powers under sub-paragraph (2)(e) to appoint executive or non-executive

members, the Treasury must secure that the majority of members of the governing body are

nonexecutive members.

(5) An employee of the FCA may not be appointed as a non-executive member.

(6) In the following provisions of this Schedule an “appointed member” means a member of the

governing body appointed under sub-paragraph (2)(a), (b), (d) or (e).

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; February 19, 2013 for the purposes of making appointments

as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 2(1)-(6): United Kingdom 

Law In Force

[ 3 

(1) The terms of service of the appointed members are to be determined by the Treasury.

Financial Services and Markets Act 2000 Page 754
(2) In the case of a member appointed under paragraph 2(2)(d), the Treasury must consult the

Secretary of State about the terms of service.

(3) Before appointing a person as an appointed member, the Treasury (or as the case requires the

Treasury and the Secretary of State) must consider whether the person has any financial or other

interests that could have a material effect on the extent of the functions as member that it would

be proper for the person to discharge.

(4) The terms of service of an appointed member (“M”) must be such as—

(a) to secure that M is not subject to direction by the Treasury or the Secretary of State,

(b) to require M not to act in accordance with the directions of any other person, and

(c) to prohibit M from acquiring any financial or other interests that have a material effect

on the extent of the functions as member that it would be proper for M to discharge.

(5) If an appointed member is an employee of the FCA, the member's interest as employee is to be

disregarded for the purposes of subparagraphs (3) and (4)(c) and paragraph 4(1)(b).

(6) A person who is an employee of the PRA is disqualified for appointment as an appointed

member.

(7) The FCA may pay expenses to the Bank's Deputy Governor for prudential regulation in respect

of that person's service as a member.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; February 19, 2013 for the purposes of making appointments

as specified in SI 2013/113 art.2 and Sch.1 Pt 4 subject to transitional provisions as specified in 2012 c.21 Sch.20

para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 3(1)-(7): United Kingdom 

Law In Force

[ 4 

(1) The Treasury may remove an appointed member from office—

(a) on the grounds of incapacity or serious misconduct, or

(b) on the grounds that in all the circumstances the member's financial or other interests

are such as to have a material effect on the extent of the functions as member that it would

be proper for the person to discharge.

(2) Before removing from office a member appointed under paragraph 2(2)(d), the Treasury must

consult the Secretary of State.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Financial Services and Markets Act 2000 Page 755
Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 4(1)-(2): United Kingdom 

Law In Force

[ 5 

The validity of any act of the FCA is not affected—

(a) by any vacancy in any of the offices mentioned in paragraph 2(2)(a), (b) or (c), or

(b) by a defect in the appointment of a person—

(i) to any of those offices, or

(ii) as an appointed member.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 5(a)-(b)(ii): United Kingdom 

Law In Force

[ 6 

The Bank's Deputy Governor for prudential regulation must not take part in any discussion by or

decision of the FCA which relates to—

(a) the exercise of the FCA's functions in relation to a particular person, or

(b) a decision not to exercise those functions.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 6(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 756
[ Remuneration ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 7 

The FCA must pay to the appointed members such remuneration as may be determined—

(a) in the case of the non-executive members, by the Treasury;

(b) in the case of the executive members, by the FCA.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 7(a)-(b): United Kingdom 

[ Arrangements for discharging functions]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 8 

(1) The FCA may make arrangements for any of its functions to be discharged by a committee,

sub-committee, officer or member of staff of the FCA, but subject to the following provisions.

(2) In exercising its legislative functions, the FCA must act through its governing body.

(3) For that purpose, the following are the FCA's legislative functions—

(a) making rules;

(b) issuing codes under section 64 or 119;

Financial Services and Markets Act 2000 Page 757
(c) issuing statements under—

(i) section 63C, 64, 69, 88C, 89S, 93, 124, 131J, 138N, 192H, 192N, 210 or 312J,

(ii) section 345D (whether as a result of section 345(2) [ , section 249(1) or

261K(1) ]

2

), or

(iii) section 80 of the Financial Services Act 2012;

(d) giving directions under section 316, 318 or 328.

(4) The function of issuing general guidance (as defined in section 139B(5)) may not be discharged

by an officer or member of staff of the FCA.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

2 Words inserted by Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013/1388

Pt 2 reg.3(21) (June 6, 2013: insertion has effect subject to transitional provision specified in SI 2013/1388 reg.24)

Extent

Sch. 1ZA(1) para. 8(1)-(4): United Kingdom 

[ Records]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 9 

The FCA must maintain satisfactory arrangements for—

(a) recording decisions made in the exercise of its functions, and

(b) the safe-keeping of those records which it considers ought to be preserved.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Financial Services and Markets Act 2000 Page 758
Extent

Sch. 1ZA(1) para. 9(a)-(b): United Kingdom 

[ Publication of record of meetings of governing body ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 10 

(1) The FCA must publish a record of each meeting of its governing body—

(a) before the end of the period of 6 weeks beginning with the day of the meeting, or

(b) if no meeting of the governing body is subsequently held during that period, before the

end of the period of 2 weeks beginning with the day of the next meeting.

(2) The record must specify any decision taken at the meeting (including decisions to take no action)

and must set out, in relation to each decision, a summary of the deliberations of the governing body.

(3) Sub-paragraphs (1) and (2) do not require the publication of information whose publication

within the time required by subparagraph (1) would in the opinion of the governing body be against

the public interest.

(4) Publication under this section is to be in such manner as the FCA thinks fit.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 10(1)-(4): United Kingdom 

[ Annual report ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

Financial Services and Markets Act 2000 Page 759
provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 11 

(1) At least once a year the FCA must make a report to the Treasury on—

(a) the discharge of its functions,

(b) the extent to which, in its opinion, its operational objectives have been advanced,

(c) the extent to which, in its opinion, it has acted compatibly with its strategic objective,

(d) how, in its opinion, it has complied with the duty in section 1B(4),

(e) its consideration of the matter mentioned in section 1B(5)(b),

(f) its consideration of the principles in section 3B,

(g) how it has complied with section 3D,

(h) any direction received under section 3I or 3J during the period to which the report

relates,

(i) how it has complied with section 354A(1) so far as relating to co-operation with persons

outside the United Kingdom, and

(j) such other matters as the Treasury may from time to time direct.

(2) Sub-paragraph (1) does not require the inclusion in the report of any information whose

publication would in the opinion of the FCA be against the public interest.

(3) The report must be accompanied by—

(a) a statement of the remuneration of the appointed members of the governing body of

the FCA during the period to which the report relates, and

(b) such other reports or information, prepared by such persons, as the Treasury may from

time to time direct.

(4) The Treasury must lay before Parliament a copy of each report received by them under this

paragraph.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 11(1)-(4): United Kingdom 

[ Annual public meeting ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Financial Services and Markets Act 2000 Page 760
Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 12 

(1) Not later than 3 months after making a report under paragraph 11, the FCA must hold a public

meeting (“the annual meeting”) for the purposes of enabling that report to be considered.

(2) The FCA must organise the annual meeting so as to allow—

(a) a general discussion of the contents of the report which is being considered, and

(b) a reasonable opportunity for those attending the meeting to put questions to the FCA

about the way in which it discharged, or failed to discharge, its functions during the period

to which the report relates.

(3) But otherwise the annual meeting is to be organised and conducted in such a way as the FCA

considers appropriate.

(4) The FCA must give reasonable notice of its annual meeting.

(5) That notice must—

(a) give details of the time and place at which the meeting is to be held,

(b) set out the proposed agenda for the meeting,

(c) indicate the proposed duration of the meeting,

(d) give details of the FCA's arrangements for enabling persons to attend, and

(e) be published by the FCA in the way appearing to it to be best calculated to bring the

notice to the attention of the public.

(6) If the FCA proposes to alter any of the arrangements which have been included in the notice

given under sub-paragraph (5), it must—

(a) give reasonable notice of the alteration, and

(b) publish that notice in the way appearing to the FCA to be best calculated to bring it to

the attention of the public.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 12(1)-(6)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 761
[ Report of annual meeting ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 13 

Not later than one month after its annual meeting, the FCA must publish a report of the proceedings

of the meeting.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 13: United Kingdom 

[ Accounts and audit ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 14 

(1) The Treasury may—

(a) require the FCA to comply with any provisions of the Companies Act 2006 about

accounts and their audit which would not otherwise apply to it, or

(b) direct that any provision of that Act about accounts and their audit is to apply to the

FCA with such modifications as are specified in the direction, whether or not the provision

would otherwise apply to the FCA.

Financial Services and Markets Act 2000 Page 762
(2) Compliance with any requirement under sub-paragraph (1)(a) or (b) is enforceable by injunction

or, in Scotland, an order for specific performance under section 45 of the Court of Session Act

1988.

(3) Proceedings under sub-paragraph (2) may be brought only by the Treasury.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 14(1)-(3): United Kingdom 

Law In Force

[ 15 

(1) The FCA must send a copy of its annual accounts to the Comptroller and Auditor General as

soon as is reasonably practicable.

(2) The Comptroller and Auditor General must—

(a) examine, certify and report on accounts received under this paragraph, and

(b) send a copy of the certified accounts and the report to the Treasury.

(3) The Treasury must lay the copy of the certified accounts and the report before Parliament.

(4) Except as provided by paragraph 14(1), the FCA is exempt from the requirements of Part 16

of the Companies Act 2006 (audit), and its balance sheet must contain a statement to that effect.

(5) In this paragraph “annual accounts”has the meaning given in section 471 of the Companies Act

2006.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(1) para. 15(1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 763
[ PART 2

STATUS

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

[ Status]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 16 

In relation to any of its functions—

(a) the FCA is not to be regarded as acting on behalf of the Crown, and

(b) its members, officers and staff are not to be regarded as Crown servants.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(2) para. 16(a)-(b): United Kingdom 

[ Exemption from requirement for use of “limited” in nameof FCA ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

Financial Services and Markets Act 2000 Page 764
provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 17 

The FCA is to continue to be exempt from the requirements of the Companies Act 2006 relating

to the use of “limited” as part of its name.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(2) para. 17: United Kingdom 

Law In Force

[ 18 

If the Secretary of State is satisfied that any action taken by the FCA makes it inappropriate for the

exemption given by paragraph 17 to continue, the Secretary of State may, after consulting the

Treasury, give a direction removing it.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(2) para. 18: United Kingdom 

[ PART 3

PENALTIES AND FEES

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations as specified

Financial Services and Markets Act 2000 Page 765
in SI 2013/113 art.2 and Sch.1 Pt 2 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7;

January 24, 2013 in relation to the preperation of a scheme under 2000 c.8 Sch.1ZA para.21 or the making of rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20

para.7; ; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

[ Penalties]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations as specified

in SI 2013/113 art.2 and Sch.1 Pt 2 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7;

January 24, 2013 in relation to the preperation of a scheme under 2000 c.8 Sch.1ZA para.21 or the making of rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20

para.7; ; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 19 

In determining its policy with respect to the amounts of penalties to be imposed by it under this

Act, the FCA must take no account of the expenses which it incurs, or expects to incur, in discharging

its functions.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(3) para. 19: United Kingdom 

Law In Force

[ 20 

(1) The FCA must in respect of each of its financial years pay to the Treasury its penalty receipts

after deducting its enforcement costs.

(2) The FCA's “penalty receipts” in respect of a financial year are any amounts received by it during

the year by way of penalties imposed under this Act.

(3) The FCA's “enforcement costs” in respect of a financial year are the expenses incurred by it

during the year in connection with—

(a) the exercise, or consideration of the possible exercise, of any of its enforcement powers

in particular cases, or

(b) the recovery of penalties imposed under this Act.

Financial Services and Markets Act 2000 Page 766
(4) For this purpose the FCA's enforcement powers are—

(a) its powers under any of the provisions mentioned in section 133(7A),

(b) its powers under section 56 (prohibition orders),

(c) its powers under Part 25 of this Act (injunctions and restitution),

(d) its powers under any other enactment specified by the Treasury by order,

(e) its powers in relation to the investigation of relevant offences, and

(f) its powers in England and Wales or Northern Ireland in relation to the prosecution of

relevant offences.

(5) “Relevant offences” are—

(a) offences under FSMA 2000,

(b) offences under subordinate legislation made under that Act,

(c) offences falling within section 402(1) of that Act,

(d) offences under Part 7 of the Financial Services Act 2012, and

(e) any other offences specified by the Treasury by order.

(6) The Treasury may give directions to the FCA as to how the FCA is to comply with its duty

under sub-paragraph (1).

(7) The directions may in particular—

(a) specify descriptions of expenditure that are, or are not, to be regarded as incurred in

connection with either of the matters mentioned in sub-paragraph (3),

(b) relate to the calculation and timing of the deduction in respect of the FCA's enforcement

costs, and

(c) specify the time when any payment is required to be made to the Treasury.

(8) The directions may also require the FCA to provide the Treasury at specified times with specified

information relating to—

(a) penalties that the FCA has imposed under this Act, or

(b) the FCA's enforcement costs.

(9) The Treasury must pay into the Consolidated Fund any sums received by them under this

paragraph.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 for the purposes of making orders or regulations as specified

in SI 2013/113 art.2 and Sch.1 Pt 2 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7;

January 24, 2013 in relation to the preperation of a scheme under 2000 c.8 Sch.1ZA para.21 or the making of rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20

para.7; ; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(3) para. 20(1)-(9): United Kingdom 

Financial Services and Markets Act 2000 Page 767
Law In Force

[ 21 

(1) The FCA must prepare and operate a scheme (“the financial penalty scheme”) for ensuring that

the amounts that, as a result of the deduction for which paragraph 20(1) provides, are retained by

the FCA in respect of amounts paid to it by way of penalties imposed under this Act are applied

for the benefit of regulated persons.

(2) 

“Regulated persons” means —

(a) authorised persons,

(b) recognised investment exchanges,

(c) issuers of securities admitted to the official list, and

(d) issuers who have requested or approved the admission of financial instruments

to trading on a regulated market.

(3) The financial penalty scheme may, in particular, make different provision with respect to

different classes of regulated person.

(4) The financial penalty scheme must ensure that those who have become liable to pay a penalty

to the FCA in any financial year of the FCA do not receive any benefit under the scheme in the

following financial year.

(5) Up-to-date details of the financial penalty scheme must be set out in a document (“the scheme

details”).

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(3) para. 21(1)-(5): United Kingdom 

Law In Force

[ 22 

(1) The scheme details must be published by the FCA in the way appearing to it to be best calculated

to bring them to the attention of the public.

(2) Before making the financial penalty scheme, the FCA must publish a draft of the proposed

scheme in the way appearing to the FCA to be best calculated to bring it to the attention of the

public.

(3) The draft must be accompanied by notice that representations about the proposals may be made

to the FCA within a specified time.

Financial Services and Markets Act 2000 Page 768
(4) Before making the scheme, the FCA must have regard to any representations made to it in

accordance with sub-paragraph (3).

(5) If the FCA makes the proposed scheme, it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subparagraph (3), and

(b) its response to them.

(6) If the scheme differs from the draft published under subparagraph (2) in a way which is, in the

opinion of the FCA, significant, the FCA must (in addition to complying with subparagraph (5))

publish details of the difference.

(7) The FCA must, without delay, give the Treasury a copy of any scheme details published by it.

(8) The FCA may charge a reasonable fee for providing a person with a copy of—

(a) a draft published under sub-paragraph (2);

(b) scheme details.

(9) Sub-paragraphs (2) to (6) and (8)(a) also apply to a proposal to alter or replace the financial

penalty scheme.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(3) para. 22(1)-(9): United Kingdom 

[ Fees]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 23 

(1) The FCA may make rules providing for the payment to it of such fees, in connection with the

discharge of any of its qualifying functions, as it considers will (taking account of its expected

income from fees and charges provided for by any other provision of this Act) enable it—

(a) to meet expenses incurred in carrying out its functions or for any incidental purpose,

(b) to repay the principal of, and pay any interest on, any relevant borrowing and to meet

relevant commencement expenses, and

Financial Services and Markets Act 2000 Page 769
(c) to maintain adequate reserves.

(2) The “qualifying functions” of the FCA are—

(a) its functions under or as a result of this Act or any of the [ other enactments mentioned

in section 1A(6)(a) to (ca) ]

2

, and

(b) its functions under or as a result of a qualifying EU provision that is specified, or of a

description specified, for the purposes of this sub-paragraph by the Treasury by order.

(3) In sub-paragraph (1)(b)—

“relevant borrowing” means any money borrowed by the FCA which has been used for the

purpose of meeting expenses incurred in relation to its assumption of functions under this

Act, and

“relevant commencement expenses” means expenses incurred by the FCA—

(a) in preparation for the exercise of functions by the FCA under this Act, or

(b) for the purpose of facilitating the exercise by the FCA of those functions or

otherwise in connection with their exercise by it.

(4) Neither section 1A(6)(d) nor the definition of “functions” in paragraph 1 applies for the purposes

of sub-paragraph (2).

(5) For the purposes of sub-paragraph (3) it is irrelevant when the borrowing of the money, the

incurring of the expenses or the assumption of functions took place (and, in particular, it is irrelevant

if any of those things were done at a time when the FCA was known as the Financial Services

Authority).

(6) In the case of rules made under Part 6 of this Act, the rules may, in particular, require the

payment of fees in respect of—

(a) the continued inclusion of securities or persons in any list or register required to be kept

by the FCA as a result of any provision made by or under that Part,

(b) access to any list or register within paragraph (a), and

(c) the continued admission of financial instruments to trading on a regulated market.

(7) In fixing the amount of any fee which is to be payable to the FCA, no account is to be taken of

any sums which the FCA receives, or expects to receive, by way of penalties imposed by it under

this Act.

(8) Any fee which is owed to the FCA under any provision made by or under this Act may be

recovered as a debt due to the FCA.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

2 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.33 (July 22,

2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Sch. 1ZA(3) para. 23(1)-(8): United Kingdom 

Financial Services and Markets Act 2000 Page 770
[ Services for which fees may not be charged ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 24 

The power conferred by paragraph 23 may not be used to require—

(a) a fee to be paid in respect of the discharge of any of the FCA's functions under paragraph

13, 14, 19 or 20 of Schedule 3, or

(b) a fee to be paid by any person whose application for approval under section 59 has been

granted.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(3) para. 24(a)-(b): United Kingdom 

[ PART 4

MISCELLANEOUS

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Financial Services and Markets Act 2000 Page 771
[ Exemption from liability in damages]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 25 

(1) None of the following is to be liable in damages for anything done or omitted in the discharge,

or purported discharge, of the FCA's functions—

(a) the FCA;

(b) any person (“P”) who is, or is acting as, a member, officer or member of staff of the

FCA;

(c) any person who could be held vicariously liable for things done or omitted by P, but

only in so far as the liability relates to P's conduct.

(2) Anything done or omitted by a person mentioned in subparagraph (1)(a) or (b) while acting, or

purporting to act, as a result of an appointment under any of sections 166 to 169 is to be taken for

the purposes of sub-paragraph (1) to have been done or omitted in the discharge, or as the case may

be purported discharge, of the FCA's functions.

(3) Sub-paragraph (1) does not apply—

(a) if the act or omission is shown to have been in bad faith, or

(b) so as to prevent an award of damages made in respect of an act or omission on the

ground that the act or omission was unlawful as a result of section 6(1) of the Human Rights

Act 1998.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(4) para. 25(1)-(3)(b): United Kingdom 

[ Accredited financial investigators]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

Financial Services and Markets Act 2000 Page 772
provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 26 

For the purposes of this Act anything done by an accredited financial investigator within the meaning

of the Proceeds of Crime Act 2002 who—

(a) is, or is acting as, an officer of, or member of the staff of, the FCA, or

(b) is appointed by the FCA under section 97, 167 or 168 to conduct an investigation, is

to be treated as done in the exercise or discharge of a function of the FCA.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 1ZA(4) para. 26(a)-(b): United Kingdom 

[ Amounts required by rules to be paid to the FCA ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 27 

Any amount (other than a fee) which is required by rules to be paid to the FCA may be recovered

as a debt due to the FCA.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 in relation to the preperation of a scheme under 2000 c.8

Sch.1ZA para.21 and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject to transitional

provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in

2012 c.21 Sch.20 para.7 otherwise)

Financial Services and Markets Act 2000 Page 773
Extent

Sch. 1ZA(4) para. 27: United Kingdom 

[ SCHEDULE 1ZB

THE PRUDENTIAL REGULATION AUTHORITY

Section 2A

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

[ PART 1

GENERAL

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

[ Interpretation ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 1 

In this Schedule—

“the Bank” means the Bank of England;

“functions”, in relation to the PRA, means functions conferred on the PRA by or under any

provision of this Act (see section 2A(6) which affects the meaning of references to such

functions).

]

1

Financial Services and Markets Act 2000 Page 774
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 1 definition of "the Bank"- definition of "functions": United Kingdom 

[Constitution ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 2 

The constitution of the PRA must provide—

(a) for the Governor of the Bank to be the chair of the PRA,

(b) for the Bank's Deputy Governor for prudential regulation to be the chief executive of

the PRA, and

(c) for the PRA to have a governing body.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 2: United Kingdom 

Law In Force

[ 3 

(1) The Governing Body must consist of—

(a) the chair,

(b) the chief executive,

(c) the Bank's Deputy Governor for financial stability,

(d) the chief executive of the FCA

(e) other members (in this Schedule referred to as “appointed members”).

]

1

Financial Services and Markets Act 2000 Page 775
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 3: United Kingdom 

Law In Force

[ 4 

The validity of any act of the PRA is not affected—

(a) by any vacancy resulting from a vacancy in the office of Governor of the Bank, Deputy

Governor of the Bank for prudential regulation, Deputy Governor of the Bank for financial

stability, or chief executive of the FCA, or

(b) by a defect in the appointment of a person—

(i) to any of those offices, or

(ii) as an appointed member.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 4(a)-(b)(ii): United Kingdom 

Law In Force

[ 5 

The chief executive of the FCA must not take part in any discussion by or decision of the PRA

which relates to—

(a) the exercise of the PRA's functions in relation to a particular person, or

(b) a decision not to exercise those functions.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 5(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 776
[ Appointed members of governing body ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 6 

The appointed members must be appointed by the court of directors of the Bank with the approval

of the Treasury.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 6: United Kingdom 

Law In Force

[ 7 

Paragraphs 8 to 12 apply to the exercise by the court of directors of the Bank of its power to appoint

appointed members.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 7: United Kingdom 

Law In Force

[ 8 Arrangements for discharging functions

The court of directors must secure that the majority of the members of the governing body of the

PRA are non-executive members.

]

1

Financial Services and Markets Act 2000 Page 777
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (April

1, 2013: substitution has effect on April 1, 2013 as specified in SI 2013/423 subject to transitional provisions as

specified in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 8: United Kingdom 

Law In Force

[ 9 

For the purposes of paragraph 8, and for the purposes of the PRA's duty in section 3C (duty to

follow principles of good governance) none of the following is a non-executive member—

(a) the members referred to in paragraph 3(a), (b) and (c), and

(b) a member who is an employee of the PRA or of the Bank.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 9(a)-(b): United Kingdom 

Law In Force

[ 10 

The court of directors must have regard to generally accepted principles of good practice relating

to the making of public appointments.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 10: United Kingdom 

Financial Services and Markets Act 2000 Page 778
Law In Force

[ 11 

(1) Before appointing a person as an appointed member, the court of directors must consider whether

the person has any financial or other interests that could have a material effect on the extent of the

functions as member that it would be proper for the person to discharge.

(2) The terms on which an appointed member (“M”) is appointed must be such as—

(a) to secure that M is not subject to direction by the Bank,

(b) to require M not to act in accordance with the directions of any other person, and

(c) to prohibit M from acquiring any financial or other interests that have a material effect

on the extent of the functions as member that it would be proper for M to discharge.

(3) If M is an employee of the PRA, M's interest as employee is to be disregarded for the purposes

of sub-paragraphs (1) and (2)(c) and paragraph 14.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 11(1)-(3): United Kingdom 

Law In Force

[ 12 

An employee of the FCA is disqualified for appointment as an appointed member.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 12: United Kingdom 

Law In Force

[ 13 

The PRA must pay to the Bank the amount of any expenses incurred by the Bank in connection

with the appointment of appointed members.

]

1

Financial Services and Markets Act 2000 Page 779
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 13: United Kingdom 

Law In Force

[ 14 

The court of directors of the Bank may, with the approval of the Treasury, remove an appointed

member from office—

(a) on the grounds of incapacity or serious misconduct, or

(b) on the grounds that in all the circumstances the member's financial or other interests

are such as to have a material effect on the extent of the functions as member that it would

be proper for the person to discharge.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 14(a)-(b): United Kingdom 

[ Terms of service ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 15 

(1) The terms of service of the members of the governing body are to be determined by [ the

Oversight Committee of the Bank ]

2

 .

(2) The PRA must pay to the members of its governing body such remuneration as may be

determined by [ that Committee ]

3

 .

]

1

Financial Services and Markets Act 2000 Page 780
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

2

Substituted by Financial Services Act 2012 (Transitional Provisions) (Rules and Miscellaneous Provisions) Order

2013/161 Pt 5 art.12(3)(a) (April 1, 2013)

3 Words substituted by Financial Services Act 2012 (Transitional Provisions) (Rules and Miscellaneous Provisions)

Order 2013/161 Pt 5 art.12(3)(b) (April 1, 2013)

Extent

Sch. 1ZB(1) para. 15(1)-(2): United Kingdom 

[ Arrangements for discharging functions]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 16 

(1) The PRA may make arrangements for any of its functions to be discharged by a committee,

sub-committee, officer or member of staff of the PRA, but subject to the following provision.

(2) In exercising its legislative functions or its functions under section 2E (strategy), the PRA must

act through its governing body.

(3) For that purpose, the following are the PRA's legislative functions—

(a) making rules;

(b) issuing codes under section 64;

(c) issuing statements under—

(i) section 63C, 64, 69, 192H, 192N, 210 or 345D, or

(ii) section 80 of the Financial Services Act 2012;

(d) giving directions under section 316 or 318;

(e) issuing guidance under section 2I.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 16(1)-(3)(e): United Kingdom 

Financial Services and Markets Act 2000 Page 781
[ Records]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 17 

The PRA must maintain satisfactory arrangements for—

(a) recording decisions made in the exercise of its functions, and

(b) the safe-keeping of those records which it considers ought to be preserved.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 17(a)-(b): United Kingdom 

[ Budget ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 18 

(1) The PRA must, for each of its financial years, adopt an annual budget which has been approved

by the Bank.

(2) The budget must be adopted before the start of the financial year to which it relates, except that

the first budget must be adopted as soon as reasonably practicable after the coming into force of

this paragraph.

(3) The PRA may, with the approval of the Bank, vary the budget for a financial year at any time

after its adoption.

(4) The PRA must publish each budget, and each variation of a budget, in such manner as the PRA

thinks fit.

]

1

Financial Services and Markets Act 2000 Page 782
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 18(1)-(4): United Kingdom 

[ Annual report ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 19 

(1) At least once a year the PRA must make a report to the Treasury on—

(a) the discharge of its functions,

(b) the extent to which, in its opinion, its objectives have been advanced,

(c) its consideration of the principles in section 3B and of the matter mentioned in section

2H(1)(b),

(d) how it has complied with section 3D,

(e) any direction given under section 3I or 3J during the period to which the report relates,

(f) how it has complied with section 354B(1) so far as relating to co-operation with persons

outside the United Kingdom, and

(g) such other matters as the Treasury may from time to time direct.

(2) Sub-paragraph (1) does not require the inclusion in the report of any information whose

publication would in the opinion of the PRA be against the public interest.

(3) The report must be accompanied by—

(a) a statement of the remuneration of the members of the governing body of the PRA

during the period to which the report relates, and

(b) such other reports or information, prepared by such persons, as the Treasury may from

time to time direct.

(4) The Treasury must lay before Parliament a copy of each report received by them under this

paragraph.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 783
Extent

Sch. 1ZB(1) para. 19(1)-(4): United Kingdom 

[Consultation about annual report ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 20 

(1) In relation to each report made under paragraph 19, the PRA must publish at the same time as

the report an invitation to members of the public to make representations to the PRA, within the 3

months beginning with the date of publication—

(a) about the report,

(b) about the way in which the PRA has discharged, or failed to discharge, its functions

during the period to which the report relates, and

(c) about the extent to which, in their opinion, the PRA's objectives have been advanced

and the PRA has considered the regulatory principles in section 3B and the matter mentioned

in section 2H(1)(b).

(2) The invitation must be published in the way appearing to it to be best calculated to bring the

invitation to the attention of the public.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 20(1)-(2): United Kingdom 

[ Report on consultation ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 784
Law In Force

[ 21 

(1) The PRA must publish a report about its consultation in accordance with paragraph 20.

(2) The report must contain an account, in general terms, of any representations received in pursuance

of the invitation published under that paragraph.

(3) The report must be published not later than 4 months after the date on which the report under

paragraph 19 was published.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 21(1)-(3): United Kingdom 

[ Accounts and audit ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 22 

(1) The Treasury may—

(a) require the PRA to comply with any provisions of the Companies Act 2006 about

accounts and their audit which would not otherwise apply to it, or

(b) direct that any provision of that Act about accounts and their audit is to apply to the

PRA with such modifications as are specified in the direction, whether or not the provision

would otherwise apply to the PRA.

(2) Compliance with any requirement under sub-paragraph (1)(a) or (b) is enforceable by injunction

or, in Scotland, an order for specific performance under section 45 of the Court of Session Act

1988.

(3) Proceedings under sub-paragraph (2) may be brought only by the Treasury.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 785
Extent

Sch. 1ZB(1) para. 22(1)-(3): United Kingdom 

Law In Force

[ 23 

(1) The PRA must send a copy of its annual accounts to the Comptroller and Auditor General as

soon as is reasonably practicable.

(2) The Comptroller and Auditor General must—

(a) examine, certify and report on accounts received under this paragraph, and

(b) send a copy of the certified accounts and the report to the Treasury.

(3) The Treasury must lay the copy of the certified accounts and the report before Parliament.

(4) The PRA must send a copy of the certified accounts and the report to the Bank.

(5) Except as provided by paragraph 22(1), the PRA is exempt from the requirements of Part 16

of the Companies Act 2006 (audit), and its balance sheet must contain a statement to that effect.

(6) In this paragraph “annual accounts”has the meaning given in section 471 of the Companies Act

2006.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(1) para. 23(1)-(6): United Kingdom 

[ PART 2

STATUS

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 786
[ Status]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 24 

In relation to any of its functions—

(a) the PRA is not to be regarded as acting on behalf of the Crown, and

(b) its members, officers and staff are not to be regarded as Crown servants.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(2) para. 24(a)-(b): United Kingdom 

[ Exemption from requirement for use of “limited” in name of PRA ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 25 

The PRA is to be exempt from the requirements of the Companies Act 2006 relating to the use of

“limited” as part of its name.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(2) para. 25: United Kingdom 

Financial Services and Markets Act 2000 Page 787
Law In Force

[ 26 

If the Secretary of State is satisfied that any action taken by the PRA makes it inappropriate for the

exemption given by paragraph 25 to continue, the Secretary of State may, after consulting the

Treasury, give a direction removing it.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(2) para. 26: United Kingdom 

[ PART 3

PENALTIES AND FEES

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

[ Penalties]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 27 

In determining its policy with respect to the amounts of penalties to be imposed by it under this

Act, the PRA must take no account of the expenses which it incurs, or expects to incur, in discharging

its functions.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 788
Extent

Sch. 1ZB(3) para. 27: United Kingdom 

Law In Force

[ 28 

(1) The PRA must in respect of each of its financial years pay to the Treasury its penalty receipts

after deducting its enforcement costs.

(2) The PRA's “penalty receipts”in respect of a financial year are any amounts received by it during

the year by way of penalties imposed under this Act.

(3) The PRA's “enforcement costs”in respect of a financial year are the expenses incurred by it

during the year in connection with—

(a) the exercise, or consideration of the possible exercise, of any of its enforcement powers

in particular cases, or

(b) the recovery of penalties imposed under this Act.

(4) For this purpose the PRA's enforcement powers are—

(a) its powers under any of the provisions mentioned in section 133(7A),

(b) its powers under section 56 (prohibition orders),

(c) its powers under Part 25 of this Act (injunctions and restitution),

(d) its powers under any other enactment specified by the Treasury by order,

(e) its powers in relation to the investigation of relevant offences, and

(f) its powers in England and Wales or Northern Ireland in relation to the prosecution of

relevant offences.

(5) “Relevant offences”are—

(a) offences under FSMA 2000,

(b) offences under subordinate legislation made under that Act, and

(c) any other offences specified by the Treasury by order.

(6) The Treasury may give directions to the PRA as to how the PRA is to comply with its duty

under sub-paragraph (1).

(7) The directions may in particular—

(a) specify descriptions of expenditure that are, or are not, to be regarded as incurred in

connection with either of the matters mentioned in sub-paragraph (3),

(b) relate to the calculation and timing of the deduction in respect of the PRA's enforcement

costs, and

(c) specify the time when any payment is required to be made to the Treasury.

(8) The directions may also require the PRA to provide the Treasury at specified times with

information relating to—

(a) penalties that the PRA has imposed under FSMA 2000, or

(b) the PRA's enforcement costs.

(9) The Treasury must pay into the Consolidated Fund any sums received by them under this

paragraph.

]

1

Financial Services and Markets Act 2000 Page 789
Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(3) para. 28(1)-(9): United Kingdom 

Law In Force

[ 29 

(1) The PRA must prepare and operate a scheme (“the financial penalty scheme”) for ensuring that

the amounts that, as a result of the deduction for which paragraph 28(1) provides, are retained by

the PRA in respect of amounts paid to it by way of penalties imposed under this Act are applied

for the benefit of PRA-authorised persons.

(2) The financial penalty scheme may, in particular, make different provision with respect to

different classes of PRA-authorised person.

(3) The financial penalty scheme must ensure that those who have become liable to pay a penalty

to the PRA in any financial year of the PRA do not receive any benefit under the scheme in the

following financial year.

(4) Up-to-date details of the financial penalty scheme must be set out in a document (“the scheme

details”).

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(3) para. 29(1)-(4): United Kingdom 

Law In Force

[ 30 

(1) The scheme details must be published by the PRA in the way appearing to it to be best calculated

to bring them to the attention of the public.

(2) Before making the financial penalty scheme, the PRA must publish a draft of the proposed

scheme in the way appearing to the PRA to be best calculated to bring it to the attention of the

public.

(3) The draft must be accompanied by notice that representations about the proposals may be made

to the PRA within a specified time.

Financial Services and Markets Act 2000 Page 790
(4) Before making the scheme, the PRA must have regard to any representations made to it in

accordance with sub-paragraph (3).

(5) If the PRA makes the proposed scheme, it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subparagraph (3), and

(b) its response to them.

(6) If the scheme differs from the draft published under subparagraph (2) in a way which is, in the

opinion of the PRA, significant, the PRA must (in addition to complying with subparagraph (5))

publish details of the difference.

(7) The PRA must, without delay, give the Treasury a copy of any scheme details published by it.

(8) The PRA may charge a reasonable fee for providing a person with a copy of—

(a) a draft published under sub-paragraph (2);

(b) scheme details.

(9) Sub-paragraphs (2) to (6) and (8)(a) also apply to a proposal to alter or replace the financial

penalty scheme.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(3) para. 30(1)-(9): United Kingdom 

[ Fees]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 31 

(1) The PRA may make rules providing for the payment to it of such fees, in connection with the

discharge of any of its qualifying functions, as it considers will (taking account of its expected

income from fees and charges provided for by any other provision of this Act) enable it—

(a) to meet expenses incurred in carrying out its functions or for any incidental purpose,

(b) to repay the principal of, and pay any interest on, any relevant borrowing and to meet

relevant commencement expenses, and

(c) to maintain adequate reserves.

(2) The “qualifying functions”of the PRA are—

Financial Services and Markets Act 2000 Page 791
(a) its functions under or as a result of this Act or any of the other Acts mentioned in section

2A(6), and

(b) its functions under or as a result of a qualifying EU provision that is specified, or of a

description specified, for the purposes of this sub-paragraph by the Treasury by order.

(3) In sub-paragraph (1)(b)—

“relevant borrowing” means any money borrowed by the PRA which has been used for the

purpose of meeting expenses incurred in relation to its assumption of functions under this

Act, and

“relevant commencement expenses” means expenses incurred by the PRA, the FCA or the

Bank—

(a) in preparation for the exercise of functions by the PRA under this Act, or

(b) for the purpose of facilitating the exercise by the PRA of those functions or

otherwise in connection with their exercise by it.

(4) Neither section 2A(6)(d) nor the definition of “functions” in paragraph 1 applies for the purposes

of sub-paragraph (2).

(5) For the purposes of sub-paragraph (3) it is irrelevant when the borrowing of the money, the

incurring of the expenses or the assumption of functions took place (and, in particular, it is irrelevant

if expenses were incurred by the FCA at a time when it was known as the Financial Services

Authority).

(6) In fixing the amount of any fee which is to be payable to the PRA, no account is to be taken of

any sums which the PRA receives, or expects to receive, by way of penalties imposed by it under

this Act.

(7) Any fee which is owed to the PRA under any provision made by or under this Act may be

recovered as a debt due to the PRA.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(3) para. 31(1)-(7): United Kingdom 

[ Services for which fees may not be charged ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Financial Services and Markets Act 2000 Page 792
Law In Force

[ 32 

The power conferred by paragraph 31 may not be used to require—

(a) a fee to be paid in respect of the discharge of any of the PRA's functions under paragraph

13, 14, 19 or 20 of Schedule 3, or

(b) a fee to be paid by any person whose application for approval under section 59 has been

granted.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(3) para. 32(a)-(b): United Kingdom 

[ PART 4

MISCELLANEOUS

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

[ Exemption from liability in damages]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 33 

(1) None of the following is to be liable in damages for anything done or omitted in the discharge,

or purported discharge, of the PRA's functions—

(a) the PRA;

(b) any person (“P”) who is, or is acting as, a member, officer or member of staff of the

PRA;

(c) any person who could be held vicariously liable for things done or omitted by P, but

only in so far as the liability relates to P's conduct.

Financial Services and Markets Act 2000 Page 793
(2) Anything done or omitted by a person mentioned in subparagraph (1)(a) or (b) while acting, or

purporting to act, as a result of an appointment under any of sections 97, 166 to 169 and 284 is to

be taken for the purposes of sub-paragraph (1) to have been done or omitted in the discharge, or

as the case may be purported discharge, of the PRA's functions.

(3) Sub-paragraph (1) does not apply—

(a) if the act or omission is shown to have been in bad faith, or

(b) so as to prevent an award of damages made in respect of an act or omission on the

ground that the act or omission was unlawful as a result of section 6(1) of the Human Rights

Act 1998.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(4) para. 33(1)-(3)(b): United Kingdom 

[ Accredited financial investigators]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 34 

For the purposes of this Act anything done by an accredited financial investigator within the meaning

of the Proceeds of Crime Act 2002 who—

(a) is, or is acting as, an officer of, or member of the staff of, the PRA, or

(b) is appointed by the PRA under section 167 or 168 to conduct an investigation,

is to be treated as done in the exercise or discharge of a function of the PRA.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(4) para. 34(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 794
[ Amounts required by rules to be paid to the PRA ]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Law In Force

[ 35 

Any amount (other than a fee) which is required by rules to be paid to the PRA may be recovered

as a debt due to the PRA.

]

1

Notes

1 Existing Sch.1 is substituted for new Schs 1ZA and 1ZB by Financial Services Act 2012 c. 21 Sch.3 para.1 (January

24, 2013: substitution has effect on January 24, 2013 as SI 2013/113 subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7)

Extent

Sch. 1ZB(4) para. 35: United Kingdom 

[ SCHEDULE 1A

FURTHER PROVISION ABOUT THE CONSUMER FINANCIAL EDUCATION BODY

[ Section 3S ]

2

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Words substituted by Financial Services Act 2012 c. 21 Sch.15 para.16 (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

[ PART 1

GENERAL

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

Financial Services and Markets Act 2000 Page 795
[ Ensuring exercise of consumer financial education function etc ]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

Law In Force

[ 1 

(1) The [ FCA ]

2

 must take such steps as are necessary to ensure that the consumer financial

education body is, at all times, capable of exercising the consumer financial education function.

(2) In complying with the duty under sub-paragraph (1) the [ FCA ]

2

 may, in particular, provide

services to that body which the [ FCA ]

2

 considers would facilitate the exercise of that function.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Word substituted by Financial Services Act 2012 c. 21 Sch.15 para.2 (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Sch. 1A(I) para. 1(1)-(2): United Kingdom 

[Constitution ]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

Law In Force

[ 2 

(1) The constitution of the consumer financial education body must provide for it to have—

(a) a chair;

(b) a chief executive; and

(c) a board (which must include the chair and chief executive) whose members are the

body's directors.

(2) The members of the board must be persons appointed, and liable to removal from office, by

the [ FCA ]

2

 (acting, in the case of the chair or chief executive, with the approval of the Treasury).

(3) But the terms of appointment of members of the board (and in particular those governing

removal from office) must be such as to secure their independence from the [ FCA ]

2

 in the exercise

of the consumer financial education function.

Financial Services and Markets Act 2000 Page 796
(4) The [ FCA ]

2

 may appoint a person to be a member of the board only if it is satisfied that the

person has knowledge or experience which is likely to be relevant to the exercise by the body of

the consumer financial education function.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Word substituted by Financial Services Act 2012 c. 21 Sch.15 para.3 (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Sch. 1A(I) para. 2(1)-(4): United Kingdom 

[ Status]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

Law In Force

[ 3 

(1) The consumer financial education body is not to be regarded as exercising functions on behalf

of the Crown.

(2) The body's [...]2 officers and staff are not to be regarded as Crown servants.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Words repealed by Financial Services Act 2012 c. 21 Sch.15 para.4 (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Sch. 1A(I) para. 3(1)-(2): United Kingdom 

[ Discharge of function by others]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

Financial Services and Markets Act 2000 Page 797
Law In Force

[ 4 

(1) The consumer financial education body may discharge the consumer financial education function

by—

(a) supporting the doing by other persons of anything that it considers would enhance the

understanding, knowledge or ability mentioned in [section 3S(3) ]

2

; or

(b) arranging for other persons to do anything that it considers would enhance that

understanding, knowledge or ability.

(2) The reference in sub-paragraph (1)(a) to support includes financial support.

(3) The reference in sub-paragraph (1)(b) to arrangements includes arrangements under which

payments are made to the other persons.

(4) Nothing in this paragraph is to limit other ways in which the consumer financial education body

may discharge the consumer financial education function.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Words substituted by Financial Services Act 2012 c. 21 Sch.15 para.5 (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Sch. 1A(I) para. 4(1)-(4): United Kingdom 

Law In Force

[ 5 

(1) This paragraph applies if the consumer financial education body arranges for any person

(including one established by or under an enactment) to do anything that it considers would enhance

the understanding, knowledge or ability mentioned in [section 3S(3) ]

2

.

(2) The person may do that thing despite any limitation on its capacity (whether under a rule of

law or otherwise) which, but for this paragraph, would have applied.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Words substituted by Financial Services Act 2012 c. 21 Sch.15 para.6 (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Sch. 1A(I) para. 5(1)-(2): United Kingdom 

Financial Services and Markets Act 2000 Page 798
[ [ Discharge of functions: considerations]

2

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2

Sch.1A paras 6-6B substituted for Sch.1A para.6 by Financial Services Act 2012 c. 21 Sch.15 para.7 (January 24,

2013 in relation to the preparation of a memorandum under 2000 c.8 Sch.1A para.6A and for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Law In Force

[ 6 

In discharging the consumer financial education function the consumer financial education body

must have regard to the duty of the FCA to advance its operational objectives.

]

1

Notes

1

Sch.1A paras 6-6B substituted for Sch.1A para.6 by Financial Services Act 2012 c. 21 Sch.15 para.7 (January 24,

2013 in relation to the preparation of a memorandum under 2000 c.8 Sch.1A para.6A and for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Sch. 1A(I) para. 6(a)-(b): United Kingdom 

[ Relationship with the FCA ]

1

Notes

1

Sch.1A paras 6-6B substituted for Sch.1A para.6 by Financial Services Act 2012 c. 21 Sch.15 para.7 (January 24,

2013 in relation to the preparation of a memorandum under 2000 c.8 Sch.1A para.6A and for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Law In Force

[ 6A 

(1) The consumer financial education body and the FCA must each take such steps as it considers

appropriate to co-operate with the other in the exercise of their functions under this Act.

(2) The consumer financial education body and the FCA must prepare and maintain a memorandum

describing how they intend to comply with sub-paragraph (1).

(3) The consumer financial education body must ensure that the memorandum as currently in force

is published in the way appearing to it to be best calculated to bring it to the attention of the public.

]

1

Notes

1

Sch.1A paras 6-6B substituted for Sch.1A para.6 by Financial Services Act 2012 c. 21 Sch.15 para.7 (January 24,

2013 in relation to the preparation of a memorandum under 2000 c.8 Sch.1A para.6A and for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 799
Extent

Sch. 1A(I) para. 6A(1)-(3): United Kingdom 

Law In Force

[ 6B 

If the consumer financial education body considers that it has information that, in its opinion, would

or might be of assistance to the FCA in advancing one or more of the FCA's operational objectives,

it must disclose that information to the FCA.

]

1

Notes

1

Sch.1A paras 6-6B substituted for Sch.1A para.6 by Financial Services Act 2012 c. 21 Sch.15 para.7 (January 24,

2013 in relation to the preparation of a memorandum under 2000 c.8 Sch.1A para.6A and for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Sch. 1A(I) para. 6B: United Kingdom 

[ Budget ]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

P Partially In Force

[ 7 

(1) The consumer financial education body must adopt an annual budget which has been approved

by the [ FCA ]

2

 .

(2) The budget must be adopted—

(a) in the case of the body's first financial year, as soon as reasonably practicable after the

body is established; and

(b) in the case of each subsequent financial year, before the start of the financial year.

(3) The consumer financial education body may, with the approval of the [ FCA ]

2

 , vary the

budget for a financial year at any time after its adoption.

(4) Before adopting or varying a budget, the consumer financial education body must consult—

(a) the Treasury;

(b) the Secretary of State; [ and ]

3

(c) [...]3

(d) such other persons (if any) as the body considers appropriate.

(5) The consumer financial education body must publish each budget, and each variation of a

budget, in the way it considers appropriate.

]

1

Financial Services and Markets Act 2000 Page 800
Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Word substituted by Financial Services Act 2012 c. 21 Sch.15 para.8 (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(16)(a) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Extent

Sch. 1A(I) para. 7(1)-(5): United Kingdom 

[ Annual plan ]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

P Partially In Force

[ 8 

(1) The consumer financial education body must in respect of each of its financial years prepare

an annual plan which has been approved by the [ FCA ]

2

 .

(2) The plan must be prepared—

(a) in the case of the body's first financial year, as soon as reasonably practicable after the

body is established; and

(b) in the case of each subsequent financial year, before the start of the financial year.

(3) The consumer financial education body may, with the approval of the [ FCA ]

2

 , vary the plan

in respect of a financial year at any time after its preparation.

(4) An annual plan in respect of a financial year must set out—

(a) the objectives of the consumer financial education body for the year;

(b) how the extent to which each of those objectives is met is to be determined;

(c) the relative priorities of each of those objectives; and

(d) how its resources are to be allocated among the activities to be carried on in connection

with the discharge of the consumer financial education function.

(5) In sub-paragraph (4) references to objectives for a financial year include objectives for a longer

period that includes that year.

(6) Before preparing or varying an annual plan, the consumer financial education body must

consult—

(a) the Treasury;

(b) the Secretary of State;

(c) [...]3

(d) the Practitioner Panel;

[ (da) the Smaller Business Practitioner Panel; ]

4

(e) the Consumer Panel; and

Financial Services and Markets Act 2000 Page 801
(f) such other persons (if any) as the body considers appropriate.

(7) The consumer financial education body must publish each annual plan, and each variation of

an annual plan, in the way it considers appropriate.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Word substituted by Financial Services Act 2012 c. 21 Sch.15 para.9(a) (January 24, 2013 for the purpose of

making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(16)(b) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

4 Added by Financial Services Act 2012 c. 21 Sch.15 para.9(b) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Sch. 1A(I) para. 8(1)-(7): United Kingdom 

[ Annual reports]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

Law In Force

[ 9 

(1) At least once a year, the consumer financial education body must make a report to the [ FCA ]

2

in relation to the discharge of the consumer financial education function.

(2) The report must—

(a) set out the extent to which the body has met its objectives and priorities for the period

covered by the report;

(b) include a copy of its latest accounts; and

(c) comply with any requirements specified in rules made by the [ FCA ]

2

 .

(3) The consumer financial education body must publish each report in the way it considers

appropriate.

(4) Nothing in this paragraph requires the consumer financial education body to make a report at

any time in the period of 12 months beginning with its establishment.

[ (5) The Treasury may—

(a) require the consumer financial education body to comply with any provision of the

Companies Act 2006 about accounts and their audit which would not otherwise apply to it,

or

(b) direct that any provision of that Act about accounts and their audit is to apply to the

consumer financial education body with such modifications as are specified in the direction,

whether or not the provision would otherwise apply to it.

Financial Services and Markets Act 2000 Page 802
(6) Compliance with any requirement under sub-paragraph (5)(a) or (b) is enforceable by injunction

or, in Scotland, an order for specific performance under section 45 of the Court of Session Act

1988.

(7) Proceedings under sub-paragraph (6) may be brought only by the Treasury. ]

3

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Word substituted by Financial Services Act 2012 c. 21 Sch.15 para.10(a) (January 24, 2013 for the purpose of

making rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

3 Added by Financial Services Act 2012 c. 21 Sch.15 para.10(b) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Sch. 1A(I) para. 9(1)-(7): United Kingdom 

[ Audit of accounts]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.15 para.11 (April 1, 2013 as SI 2013/423)

Law In Force

[ 9A 

(1) The consumer financial education body must send a copy of its annual accounts to the

Comptroller and Auditor General and the Treasury as soon as is reasonably practicable.

(2) The Comptroller and Auditor General must—

(a) examine, certify and report on accounts received under this paragraph, and

(b) send a copy of the certified accounts and the report to the Treasury.

(3) The Treasury must lay the copy of the certified accounts and the report before Parliament.

(4) The consumer financial education body must send a copy of the certified accounts and the report

to the FCA.

(5) Except as provided for by paragraph 9(5), the consumer financial education body is exempt

from the requirements of Part 16 of the Companies Act 2006 (audit) and its balance sheet must

contain a statement to that effect.

(6) In this paragraph “annual accounts”has the meaning given by section 471 of the Companies

Act 2006.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.15 para.11 (April 1, 2013 as SI 2013/423)

Financial Services and Markets Act 2000 Page 803
Extent

Sch. 1A(I) para. 9A(1)-(6): United Kingdom 

P Partially In Force

[ 10 

(2) Nothing in Part 4 or 10 of [ the Consumer Credit Act 1974 ]

2

 (seeking business or ancillary

credit business) is to apply in relation to anything done by—

(a) the consumer financial education body in discharging the consumer financial education

function; or

(b) a person acting on its behalf in accordance with arrangements made under paragraph

4(1)(b).

]

1

Notes

1

Sch.1A para.10 is moved under the heading "Audit of accounts" by Financial Services and Markets Act 2000

(Regulated Activities) (Amendment) (No.2) Order 2013/1881 Pt 3 art.10(16)(c) (July 26, 2013 for purposes

specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

2 Words substituted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(16)(d) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Extent

Sch. 1A(I) para. 10(2)-(2)(b): United Kingdom 

[...]1

Notes

1

Sch.1A para.10 is moved under the heading "Audit of accounts" by Financial Services and Markets Act 2000

(Regulated Activities) (Amendment) (No.2) Order 2013/1881 Pt 3 art.10(16)(c) (July 26, 2013 for purposes

specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

P Partially In Force

[ 10 

(1) [...]2

[ Sch.1A para.10 is not repealed but has been moved under the heading entitled “Audit of

accounts”. ]

3

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(16)(c) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

3

Sch.1A para.10 is moved under the heading "Audit of accounts" by Financial Services and Markets Act 2000

(Regulated Activities) (Amendment) (No.2) Order 2013/1881 Pt 3 art.10(16)(c) (July 26, 2013 for purposes

specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Financial Services and Markets Act 2000 Page 804
Extent

Sch. 1A(I) para. 10(1)-(2)(b): United Kingdom 

[ PART 2

FUNDING

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

Law In Force

[ 11 Meaning of “the relevant costs”

(1) In this Part of this Schedule “the relevant costs” means—

(a) the expenses incurred by the [ FCA ]

2

 in establishing the consumer financial education

body; and

(b) the expenses incurred, or expected to be incurred, by the consumer financial education

body in connection with the discharge of the consumer financial education function.

(2) For the purposes of sub-paragraph (1)(a) it does not matter when the expenses were incurred.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Word substituted by Financial Services Act 2012 c. 21 Sch.15 para.12 (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Extent

Sch. 1A(II) para. 11(1)-(2): United Kingdom 

Law In Force

[ 12 Funding of the relevant costs by authorised persons [ , payment service providers or

electronic money issuers]

2

(1) For the purpose of meeting a proportion of the relevant costs the [ FCA ]

3

 may makes rules

requiring—

(a) authorised persons [ , electronic money issuers]

4

 or payment service providers, or

(b) any specified class of authorised person [ , electronic money issuer ]

5

 or payment

service provider,

to pay to the [ FCA ]

3

 specified amounts or amounts calculated in a specified way.

(2) Before making the rules the [ FCA ]

3

 must have regard to other anticipated sources of funding

of the relevant costs.

Financial Services and Markets Act 2000 Page 805
(3) The amounts to be paid under the rules may include a component to cover the expenses of the

[ FCA ]

3

 in collecting the payments (“collection costs”).

(4) The [ FCA ]

3

 must pay to the consumer financial education body the amounts that it receives

under the rules apart from amounts in respect of its collection costs (which it may keep).

[(4A) “Electronic money issuer” means a person who is an electronic money issuer for the purposes

of the Electronic Money Regulations 2011 as a result of falling within any of paragraphs (a) to (e)

and (h) to (j) of the definition in regulation 2(1). ]

6

(5) “Payment service provider” means a person who is a payment service provider for the purposes

of the Payment Services Regulations 2009 as a result of falling within any of paragraphs (a) to (f)

of the definition in regulation 2(1).

(6) “Specified” means specified in the rules.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

2 Words substituted by Electronic Money Regulations 2011/99 Sch.4(1) para.2(6)(a) (February 9, 2011)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.15 para.13 (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

4 Words inserted by Electronic Money Regulations 2011/99 Sch.4(1) para.2(6)(b) (February 9, 2011)

5 Words inserted by Electronic Money Regulations 2011/99 Sch.4(1) para.2(6)(c) (February 9, 2011)

6 Added by Electronic Money Regulations 2011/99 Sch.4(1) para.2(6)(d) (February 9, 2011)

Extent

Sch. 1A(II) para. 12(1)-(6): United Kingdom 

P Partially In Force

13 [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(16)(e) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Law In Force

[ 14 Funding by grants or loans etc made by Treasury or Secretary of State

(1) The Treasury or the Secretary of State may—

(a) make grants or loans, or

(b) provide any other form of financial assistance,

to the consumer financial education body for the purpose of meeting any expenses incurred by it

in connection with the discharge of the consumer financial education function.

(2) Any grant or loan or other form of financial assistance under this paragraph may be made or

provided subject to such terms as the Treasury or the Secretary of State consider appropriate.

Financial Services and Markets Act 2000 Page 806
(3) Any expenses incurred by the Treasury or the Secretary of State under this paragraph are to be

met out of money provided by Parliament.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 8, 2010: as specified in 2010 c.28 s.26(1)(k))

Extent

Sch. 1A(II) para. 14(1)-(3): United Kingdom 

[ PART 3

REVIEWS

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 1, 2011 as SI 2010/2480)

Law In Force

[ 15 Reviews of economy etc of the consumer financial education body

(1) The [ FCA ]

2

 may appoint an independent person to conduct a review of the economy, efficiency

and effectiveness with which the consumer financial education body has used its resources in

discharging the consumer financial education function.

(2) The [ FCA ]

2

 must consult the Treasury before acting under this paragraph.

(3) A review is not to be concerned with the merits of the body's general policy or principles in

discharging the consumer financial education function.

(4) On completion of a review, the person conducting it must make a written report to the [ FCA ]

2

—

(a) setting out the result of the review; and

(b) making such recommendations (if any) as the person considers appropriate.

(5) The [ FCA ]

2

 must publish a copy of the report in the way it considers appropriate.

(6) Any expenses reasonably incurred in the conduct of the review are to be met by the [ FCA ]

2

.

(7) “Independent” means appearing to the [ FCA ]

2

 to be independent of the consumer financial

education body .

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 1, 2011 as SI 2010/2480)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.15 para.15 (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 807
Extent

Sch. 1A(III) para. 15(1)-(7): United Kingdom 

Law In Force

[ 16 Right to obtain documents and information

(1) A person conducting a review under paragraph 15—

(a) has a right of access at any reasonable time to all such documents as the person may

reasonably require for the purposes of the review; and

(b) may require any person holding or accountable for any such document to provide such

information and explanation as are reasonably required for those purposes.

(2) This paragraph applies only to documents in the custody or under the control of the consumer

financial education body.

(3) An obligation imposed on a person as a result of this paragraph is enforceable by an injunction

or, in Scotland, by an order for specific performance under section 45 of the Court of Session Act

1988.

]

1

Notes

1 Added by Financial Services Act 2010 c. 28 Sch.1 para.1 (April 1, 2011 as SI 2010/2480)

Extent

Sch. 1A(III) para. 16(1)-(3): United Kingdom 

SCHEDULE 2

REGULATED ACTIVITIES

Section 22(2).

PART I

[ REGULATED ACTIVITIES: GENERAL]

1

Notes

1 Words substituted by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.1(2) (March 12,

2009)

Financial Services and Markets Act 2000 Page 808
Law In Force

General

1. 

The matters with respect to which provision may be made under section 22(1) in respect of activities

include, in particular, those described in general terms in this Part of this Schedule.

Commencement

Sch. 2(I) para. 1: February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(I) para. 1: United Kingdom 

Law In Force

Dealing in investments

2.— 

(1) Buying, selling, subscribing for or underwriting investments or offering or agreeing to do so,

either as a principal or as an agent.

(2) In the case of an investment which is a contract of insurance, that includes carrying out the

contract.

Commencement

Sch. 2(I) para. 2(1)-(2): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(I) para. 2(1)-(2): United Kingdom 

Law In Force

Arranging deals in investments

3. 

Making, or offering or agreeing to make–

(a) arrangements with a view to another person buying, selling, subscribing for or

underwriting a particular investment;

(b) arrangements with a view to a person who participates in the arrangements buying,

selling, subscribing for or underwriting investments.

Financial Services and Markets Act 2000 Page 809
Commencement

Sch. 2(I) para. 3(a)-(b): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(I) para. 3(a)-(b): United Kingdom 

Law In Force

Deposit taking

4. 

Accepting deposits.

Commencement

Sch. 2(I) para. 4: February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(I) para. 4: United Kingdom 

Law In Force

Safekeeping and administration of assets

5.— 

(1) Safeguarding and administering assets belonging to another which consist of or include

investments or offering or agreeing to do so.

(2) Arranging for the safeguarding and administration of assets belonging to another, or offering

or agreeing to do so.

Commencement

Sch. 2(I) para. 5(1)-(2): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(I) para. 5(1)-(2): United Kingdom 

Law In Force

Managing investments

6. 

Managing, or offering or agreeing to manage, assets belonging to another person where–

Financial Services and Markets Act 2000 Page 810
(a) the assets consist of or include investments; or

(b) the arrangements for their management are such that the assets may consist of or include

investments at the discretion of the person managing or offering or agreeing to manage

them.

Commencement

Sch. 2(I) para. 6(a)-(b): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(I) para. 6(a)-(b): United Kingdom 

Law In Force

Investment advice

7. 

Giving or offering or agreeing to give advice to persons on–

(a) buying, selling, subscribing for or underwriting an investment; or

(b) exercising any right conferred by an investment to acquire, dispose of, underwrite or

convert an investment.

Commencement

Sch. 2(I) para. 7(a)-(b): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(I) para. 7(a)-(b): United Kingdom 

Law In Force

Establishing collective investment schemes

8. 

Establishing, operating or winding up a collective investment scheme, including acting as–

(a) trustee of a unit trust scheme;

(b) depositary of a collective investment scheme other than a unit trust scheme; or

(c) sole director of a body incorporated by virtue of regulations under section 262.

Commencement

Sch. 2(I) para. 8(a)-(c): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(I) para. 8(a)-(c): United Kingdom 

Financial Services and Markets Act 2000 Page 811
Law In Force

Using computer-based systems for giving investment instructions

9.— 

(1) Sending on behalf of another person instructions relating to an investment by means of a

computer-based system which enables investments to be transferred without a written instrument.

(2) Offering or agreeing to send such instructions by such means on behalf of another person.

(3) Causing such instructions to be sent by such means on behalf of another person.

(4) Offering or agreeing to cause such instructions to be sent by such means on behalf of another

person.

Commencement

Sch. 2(I) para. 9(1)-(4): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(I) para. 9(1)-(4): United Kingdom 

[ PART 1A

REGULATED ACTIVITIES: RECLAIM FUNDS

]

1

Notes

1 Added by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.1(3) (March 12, 2009)

Law In Force

[ 9A Activities of reclaim funds

(1) The matters with respect to which provision may be made under section 22(1) in respect of

activities include, in particular, any of the activities of a reclaim fund.

(2) “Reclaim fund”has the meaning given by section 5(1) of the Dormant Bank and Building Society

Accounts Act 2008.

]

1

Notes

1 Added by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.1(3) (March 12, 2009)

Extent

Sch. 2(IA) para. 9A(1)-(2): United Kingdom 

Financial Services and Markets Act 2000 Page 812
PART II

INVESTMENTS

Law In Force

General

10. 

The matters with respect to which provision may be made under section 22(1) in respect of

investments include, in particular, those described in general terms in this Part of this Schedule.

Commencement

Sch. 2(II) para. 10: February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 10: United Kingdom 

Law In Force

Securities

11.— 

(1) Shares or stock in the share capital of a company.

(2) “Company”includes–

(a) any body corporate (wherever incorporated), and

(b) any unincorporated body constituted under the law of a country or territory outside the

United Kingdom,

other than an open-ended investment company.

Commencement

Sch. 2(II) para. 11(1)-(2)(b): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 11(1)-(2)(b): United Kingdom 

Law In Force

Instruments creating or acknowledging indebtedness

12. 

Any of the following–

(a) debentures;

Financial Services and Markets Act 2000 Page 813
(b) debenture stock;

(c) loan stock;

(d) bonds;

(e) certificates of deposit;

(f) any other instruments creating or acknowledging a present or future indebtedness.

Commencement

Sch. 2(II) para. 12(a)-(f): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 12(a)-(f): United Kingdom 

Law In Force

Government and public securities

13.— 

(1) Loan stock, bonds and other instruments–

(a) creating or acknowledging indebtedness; and

(b) issued by or on behalf of a government, local authority or public authority.

(2) “Government, local authority or public authority” means–

(a) the government of the United Kingdom, of Northern Ireland, or of any country or

territory outside the United Kingdom;

(b) a local authority in the United Kingdom or elsewhere;

(c) any international organisation the members of which include the United Kingdom or

another member State.

Commencement

Sch. 2(II) para. 13(1)-(2)(c): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 13(1)-(2)(c): United Kingdom 

Law In Force

Instruments giving entitlement to investments

14.— 

(1) Warrants or other instruments entitling the holder to subscribe for any investment.

(2) It is immaterial whether the investment is in existence or identifiable.

Financial Services and Markets Act 2000 Page 814
Commencement

Sch. 2(II) para. 14(1)-(2): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 14(1)-(2): United Kingdom 

Law In Force

Certificates representing securities

15. 

Certificates or other instruments which confer contractual or property rights–

(a) in respect of any investment held by someone other than the person on whom the rights

are conferred by the certificate or other instrument; and

(b) the transfer of which may be effected without requiring the consent of that person.

Commencement

Sch. 2(II) para. 15(a)-(b): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 15(a)-(b): United Kingdom 

Law In Force

Units in collective investment schemes

16.— 

(1) Shares in or securities of an open-ended investment company.

(2) Any right to participate in a collective investment scheme.

Commencement

Sch. 2(II) para. 16(1)-(2): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 16(1)-(2): United Kingdom 

Financial Services and Markets Act 2000 Page 815
Law In Force

Options

17. 

Options to acquire or dispose of property.

Commencement

Sch. 2(II) para. 17: February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 17: United Kingdom 

Law In Force

Futures

18. 

Rights under a contract for the sale of a commodity or property of any other description under

which delivery is to be made at a future date.

Commencement

Sch. 2(II) para. 18: February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 18: United Kingdom 

Law In Force

Contracts for differences

19. 

Rights under–

(a) a contract for differences; or

(b) any other contract the purpose or pretended purpose of which is to secure a profit or

avoid a loss by reference to fluctuations in–

(i) the value or price of property of any description; or

(ii) an index or other factor designated for that purpose in the contract.

Commencement

Sch. 2(II) para. 19(a)-(b)(ii): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 19(a)-(b)(ii): United Kingdom 

Financial Services and Markets Act 2000 Page 816
Law In Force

Contracts of insurance

20. 

Rights under a contract of insurance, including rights under contracts falling within head C of

Schedule 2 to the Friendly Societies Act 1992.

Commencement

Sch. 2(II) para. 20: February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 20: United Kingdom 

Law In Force

Participation in Lloyd's syndicates

21.— 

(1) The underwriting capacity of a Lloyd's syndicate.

(2) A person's membership (or prospective membership) of a Lloyd's syndicate.

Commencement

Sch. 2(II) para. 21(1)-(2): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 21(1)-(2): United Kingdom 

Law In Force

Deposits

22. 

Rights under any contract under which a sum of money (whether or not denominated in a currency)

is paid on terms under which it will be repaid, with or without interest or a premium, and either on

demand or at a time or in circumstances agreed by or on behalf of the person making the payment

and the person receiving it.

Commencement

Sch. 2(II) para. 22: February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 22: United Kingdom 

Financial Services and Markets Act 2000 Page 817
Law In Force

[ 23 Loans and other forms of credit

(1) Rights under any contract under which one person provides another with credit.

(2) “Credit”includes any cash loan or other financial accommodation.

(3) “Cash”includes money in any form.

(4) It is immaterial for the purposes of sub-paragraph (1) whether or not the obligation of the

borrower is secured on property of any kind.

]

1

Notes

1

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.7(3) (January 24, 2013)

Commencement

Sch. 2(II) para. 23(1)-(3): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 23(1)-(4): United Kingdom 

Law In Force

[ 23A Other finance arrangements involving land

(1) Rights under any arrangement for the provision of finance under which the person providing

the finance either–

(a) acquires a major interest in land from the person to whom the finance is provided, or

(b) disposes of a major interest in land to that person,

as part of the arrangement.

(2) References in sub-paragraph (1) to a “major interest” in land are to–

(a) in relation to land in England or Wales–

(i) an estate in fee simple absolute, or

(ii) a term of years absolute,

whether subsisting at law or in equity;

(b) in relation to land in Scotland–

(i) the interest of an owner of land, or

(ii) the tenant's right over or interest in a property subject to a lease;

(c) in relation to land in Northern Ireland–

(i) any freehold estate, or

(ii) any leasehold estate,

whether subsisting at law or in equity.

(3) It is immaterial for the purposes of sub-paragraph (1) whether either party acquires or (as the

case may be) disposes of the interest in land–

(a) directly, or

(b) indirectly.

]

1

Financial Services and Markets Act 2000 Page 818
Notes

1 Added by Regulation of Financial Services (Land Transactions) Act 2005 c. 24 s.1 (February 19, 2006)

Extent

Sch. 2(II) para. 23A(1)-(3)(b): United Kingdom 

Law In Force

[ 23B Contracts for hire of goods

(1) Rights under a contract for the bailment or (in Scotland) hiring of goods to a person other than

a body corporate.

(2) “Goods”has the meaning given in section 61(1) of the Sale of Goods Act 1979.

(3) It is immaterial for the purposes of sub-paragraph (1) whether the rights of the person to whom

the goods are bailed or hired have been assigned to a body corporate.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(4) (January 24, 2013)

Extent

Sch. 2(II) para. 23B(1)-(3): United Kingdom 

Law In Force

Rights in investments

24. 

Any right or interest in anything which is an investment as a result of any other provision made

under section 22(1).

Commencement

Sch. 2(II) para. 24: February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(II) para. 24: United Kingdom 

[ PART 2A

REGULATED ACTIVITIES RELATING TO INFORMATION ABOUT

PERSONS‘FINANCIAL STANDING

]

1

Financial Services and Markets Act 2000 Page 819
Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

[ General ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Law In Force

[ 24A 

The matters with respect to which provision may be made under section 22(1A)(a) include, in

particular, those described in general terms in this Part of this Schedule.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Extent

Sch. 2(IIA) para. 24A: United Kingdom 

[ Providing credit reference services]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Law In Force

[ 24B 

Furnishing persons with information that—

(a) is relevant to the financial standing of persons other than bodies corporate, and

(b) is collected for that purpose by the person furnishing it.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Extent

Sch. 2(IIA) para. 24B(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 820
[ Providing credit information services]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

P Partially In Force

[ 24C 

(1) Taking steps on behalf of a person other than a body corporate in connection with information

relevant to that person's financial standing that is or may be held by a [ person who is carrying on

a regulated activity ]

2

 .

(2) [...]3

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

2 Words substituted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(17)(a) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

3 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(17)(b) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Extent

Sch. 2(IIA) para. 24C(1)-(2)(b): United Kingdom 

Law In Force

[ 24D 

Giving advice to a person other than a body corporate in relation to the taking of any steps of the

kind mentioned in paragraph 24C(1).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Extent

Sch. 2(IIA) para. 24D: United Kingdom 

[ PART 2B

REGULATED ACTIVITIES RELATING TO THE SETTING OF BENCHMARKS

]

1

Financial Services and Markets Act 2000 Page 821
Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

[ General ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Law In Force

[ 24E 

The matters with respect to which provisions may be made under section 22(1A)(b) include, in

particular, those described in general terms in this Part of this Schedule.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Extent

Sch. 2(IIB) para. 24E: United Kingdom 

[ Providing information ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Law In Force

[ 24F 

Providing any information or expression of opinion that—

(a) is required by another person in connection with the determination of a benchmark, and

(b) is provided to that person for that purpose.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Extent

Sch. 2(IIB) para. 24F(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 822
[ Administration ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Law In Force

[ 24G 

(1) Administering the arrangements for determining a benchmark.

(2) Collecting, analysing or processing information or expressions of opinion for the purpose of

the determination of a benchmark.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Extent

Sch. 2(IIB) para. 24G(1)-(2): United Kingdom 

[ Determining or publishing benchmark or publishing connected information ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Law In Force

[ 24H 

(1) Determining a benchmark.

(2) Publishing a benchmark or information connected with a benchmark.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Pt 2 s.7(5) (January 24, 2013)

Extent

Sch. 2(IIB) para. 24H(1)-(2): United Kingdom 

Financial Services and Markets Act 2000 Page 823
PART III

SUPPLEMENTAL PROVISIONS

Law In Force

The order-making power

25.— 

(1) An order under [section 22(1) or (1A) ]

1

 may–

(a) provide for exemptions;

(b) confer powers on the Treasury or [ either regulator ]

2

 ;

(c) authorise the making of regulations or other instruments by the Treasury for purposes

of, or connected with, any relevant provision;

(d) authorise the making of rules or other instruments by [ either regulator ]

2

 for purposes

of, or connected with, any relevant provision;

(e) make provision in respect of any information or document which, in the opinion of the

Treasury or [ either regulator]

2

 , is relevant for purposes of, or connected with, any relevant

provision;

(f) make such consequential, transitional or supplemental provision as the Treasury consider

appropriate for purposes of, or connected with, any relevant provision.

(2) Provision made as a result of sub-paragraph (1)(f) may amend any primary or subordinate

legislation, including any provision of, or made under, this Act.

(3) “Relevant provision” means any provision–

(a) of section 22 or this Schedule; or

(b) made under that section or this Schedule.

Notes

1 Words inserted by Financial Services Act 2012 c. 21 Pt 2 s.8(2)(a) (January 24, 2013)

2 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.8(2)(b) (January 24, 2013)

Commencement

Sch. 2(III) para. 25(1)-(3)(b): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(III) para. 25(1)-(3)(b): United Kingdom 

Law In Force

[ 26 Parliamentary control

(1) This paragraph applies to any order made under section 22(1) or (1A) which contains a statement

by the Treasury that, in their opinion, the effect (or one of the effects) of the proposed order would

be that an activity which is not a regulated activity would become a regulated activity.

(2) No order to which this paragraph applies may be made unless—

Financial Services and Markets Act 2000 Page 824
(a) a draft of the order has been laid before Parliament and approved by a resolution of

each House, or

(b) sub-paragraph (4) applies.

(3) Sub-paragraph (4) applies if an order to which this paragraph applies also contains a statement

that the Treasury are of the opinion that, by reason of urgency, it is necessary to make the order

without a draft being so laid and approved.

(4) Where this sub-paragraph applies the order—

(a) must be laid before Parliament after being made, and

(b) ceases to have effect at the end of the relevant period unless before the end of that period

the order is approved by a resolution of each House of Parliament (but without that affecting

anything done under the order or the power to make a new order).

(5) The “relevant period”is a period of 28 days beginning with the day on which the order is made.

(6) In calculating the relevant period no account is to be taken of any time during which Parliament

is dissolved or prorogued or during which both Houses are adjourned for more than 4 days.

]

1

Notes

1

Substituted by Financial Services Act 2012 c. 21 Pt 2 s.8(3) (January 24, 2013)

Commencement

Sch. 2(III) para. 26(1)-(5): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(III) para. 26(1)-(6): United Kingdom 

Law In Force

Interpretation

27.— 

(1) In this Schedule–

“buying”includes acquiring for valuable consideration;

“offering”includes inviting to treat;

“property”includes currency of the United Kingdom or any other country or territory; and

“selling”includes disposing for valuable consideration.

(2) In sub-paragraph (1) “disposing”includes–

(a) in the case of an investment consisting of rights under a contract–

(i) surrendering, assigning or converting those rights; or

(ii) assuming the corresponding liabilities under the contract;

(b) in the case of an investment consisting of rights under other arrangements, assuming

the corresponding liabilities under the contract or arrangements;

(c) in the case of any other investment, issuing or creating the investment or granting the

rights or interests of which it consists.

Financial Services and Markets Act 2000 Page 825
(3) In this Schedule references to an instrument include references to any record (whether or not

in the form of a document).

Commencement

Sch. 2(III) para. 27(1)-(3): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 2(III) para. 27(1)-(3): United Kingdom 

SCHEDULE 3

EEA PASSPORT RIGHTS

Sections 31(1)(b) and 37

PART I

DEFINED TERMS

Law In Force

The single market directives

1. 

“The single market directives” means–

[ (a) the banking consolidation directive; ]

1

(c) the insurance directives; [...]2

[ (ca) the reinsurance directive; ]

3

(d) the [ markets in financial instruments directive ]

4

[ ; [...]6]

5

[ (e) the insurance mediation directive; [...]8]

7

[ (f) the UCITS directive [ ; and ]

9

]

5

[ (g) the alternative investment fund managers directive. ]

9

Notes

1

Sch.3 para.1(a) substituted for Sch.3 para.1(a)-(b) by Banking Consolidation Directive (Consequential Amendments)

Regulations 2000/2952 reg.8(5)(a) (December 1, 2001: substitution came into force on November 22, 2000 but

could not take effect until the commencement of 2000 c.8 Sch.3 para.1 on December 1, 2001 as specified in SI

2001/3538 art.2(1))

2 Word repealed by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2

reg.2(2)(a)(i) (January 14, 2005)

3 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.6(a) (December 10, 2007)

4 Words substituted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.4 para.2 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

5 Added by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 2 reg.2(2)(a)(ii)

(February 13, 2004)

Financial Services and Markets Act 2000 Page 826
6 Word repealed by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 2

reg.2(2)(a)(i) (January 14, 2005: repeal came into force on February 13, 2004 but could not take effect until the

commencement of SI 2003/1473 reg.2(2)(a)(ii) on January 14, 2005)

7 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.2(2)(a)(ii)

(January 14, 2005)

8 Word repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(2) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

9 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(2) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Commencement

Sch. 3(I) para. 1(a)-(d): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(I) para. 1(a)-(g): United Kingdom 

Law In Force

[ The banking co-ordination directives

2. 

“The banking consolidation directive” means Directive 2006/48/EC of the European Parliament

and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit

institutions[ as last amended [ by Directive 2011/89/EU ]

3

 of the European Parliament and of the

Council ]

2

.

]

1

Notes

1

Substituted by Capital Requirements Regulations 2006/3221 Sch.3 para.2(2) (January 1, 2007)

2 Words inserted by Capital Requirements (Amendment) Regulations 2010/2628 Sch.1 para.2 (December 31, 2010)

3 Words substituted by Financial Conglomerates and Other Financial Groups (Amendment) Regulations 2013/1162

reg.12 (June 10, 2013)

Commencement

Sch. 3(I) para. 2(1)-(2): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(I) para. 2(1)-(2): United Kingdom 

Financial Services and Markets Act 2000 Page 827
Law In Force

The insurance directives

3.— 

(1) “The insurance directives” means the first, second and third non-life insurance directives and

the [ life assurance consolidation directive ]

1

.

(2) “First non-life insurance directive” means the Council Directive of 24 July 1973 on the

co-ordination of laws, regulations and administrative provisions relating to the taking up and pursuit

of the business of direct insurance other than life assurance (No. 73/239/EEC).

(3) “Second non-life insurance directive” means the Council Directive of 22 June 1988 on the

co-ordination of laws, etc, and laying down provisions to facilitate the effective exercise of freedom

to provide services and amending Directive 73/239/EEC (No. 88/357/EEC).

(4) “Third non-life insurance directive” means the Council Directive of 18 June 1992 on the

co-ordination of laws, etc, and amending Directives 73/239/EEC and 88/357/EEC (No. 92/49/EEC).

[ (8) “Life assurance consolidation directive” means Directive 2002/83/EC of the European

Parliament and of the Council of 5th November 2002 concerning life assurance. ]

2

Notes

1 Words substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379

Pt 2 reg.6(6)(a)(i) (January 11, 2005)

2

Sch.3 para.3(8) substituted for Sch.3 para.3(5)-(7) by Life Assurance Consolidation Directive (Consequential

Amendments) Regulations 2004/3379 Pt 2 reg.6(6)(a)(ii) (January 11, 2005)

Commencement

Sch. 3(I) para. 3(1)-(7): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(I) para. 3(1)-(7): United Kingdom 

Law In Force

[ 3A. The reinsurance directive

“The reinsurance directive” means Directive 2005/68/EC of the European Parliament and of the

Council of 16 November 2005 on reinsurance and amending Council Directives 73/239/EEC,

92/49/EEC as well as Directives 98/78/EC and 2002/83/EC.

]

1

Notes

1 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.6(b) (December 10, 2007)

Financial Services and Markets Act 2000 Page 828
Extent

Sch. 3(I) para. 3A: United Kingdom 

R Repealed

4. [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.4 para.3 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Law In Force

[ The insurance mediation directive

4A. 

“The insurance mediation directive” means the European Parliament and Council Directive of 9th

December 2002 on insurance mediation (No. 2002/92/EC).

]

1

Notes

1 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.2(2)(b)

(January 14, 2005)

Extent

Sch. 3(I) para. 4A: United Kingdom 

Law In Force

[ 4B. 

“The UCITS directive” means the Directive of the European Parliament and of the Council of 13

July 2009 on the coordination of laws, regulations and administrative provisions relating to

undertakings for collective investment in transferable securities (No 2009/65/EC).

]

1

Notes

1

Substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(33)(a) (July 1, 2011)

Extent

Sch. 3(I) para. 4B: United Kingdom 

Financial Services and Markets Act 2000 Page 829
Law In Force

[ The markets in financial instruments directive

4C. 

“The markets in financial instruments directive” means Directive 2004/39/EC of the European

Parliament and of the Council of 21 April 2004 on markets in financial instruments.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) (Modification of Powers)

Regulations 2006/2975 reg.13 (December 6, 2006)

Extent

Sch. 3(I) para. 4C: United Kingdom 

Law In Force

[ 4D. The emission allowance auctioning regulation

“The emission allowance auctioning regulation” means Commission Regulation (EU) No 1031/2010

of 12 November 2010 on the timing, administration and other aspects of auctioning of greenhouse

gas emission allowances pursuant to Directive 2003/87/EC of the European Parliament and of the

Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading

within the Community.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906 Pt 3

art.4(2) (July 20, 2012)

Extent

Sch. 3(I) para. 4D: United Kingdom 

Law In Force

[ The alternative investment fund managers directive

4E. 

“The alternative investment fund managers directive” means Directive 2011/61/EU of the European

Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers.

]

1

Notes

1 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(3) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Financial Services and Markets Act 2000 Page 830
Extent

Sch. 3(I) para. 4E: United Kingdom 

Law In Force

!

Amendment(s) Pending

EEA firm

5. 

“EEA firm” means any of the following if it does not have its [ relevant office ]

1

 in the United

Kingdom–

(a) an investment firm (as defined in [ Article 4.1.1 of the markets in financial instruments

directive ]

2

 ) which is authorised (within the meaning of [ Article 5 ]

3

) by its home state

regulator;

[ (b) a credit institution (as defined in Article 4.1 of the banking consolidation directive)

which is authorised (within the meaning of Article 4.2) by its home state regulator,

(c) a financial institution (as defined in Article 4.5 of the banking consolidation directive)

which is a subsidiary of the kind mentioned in Article 24 and which fulfils the conditions

in that Article; ]

4

(d) an undertaking pursuing the activity of direct insurance (within the meaning of [ Article

2 of the life assurance consolidation directive or Article 1 of the first non-life insurance

directive ]

5

 ) which has received authorisation under [ Article 4 of the life assurance

consolidation directive or Article 6 of the first non-life insurance directive ]

6

 from its home

state regulator [ ; [...]8]

7

[ (da) an undertaking pursuing the activity of reinsurance (within the meaning of Article

2.1(a) of the reinsurance directive) which has received authorisation under (or is deemed

to be authorised in accordance with) Article 3 of the reinsurance directive from its home

state regulator; ]

9

[ (e) an insurance intermediary (as defined in Article 2.5 of the insurance mediation

directive), or a reinsurance intermediary (as defined in Article 2.6) which is registered with

its home state regulator under Article 3 ; [...]11 ]

10

[ (f) a management company (as defined in paragraph 11B) which is authorised (within the

meaning of Article 6 of the UCITS directive) by its home state regulator [ ; [...]14 ]

13 ]12

[ (g) a person who has received authorisation under Article 18.2 of the emission allowance

auctioning regulation [ ; or ]

15 ]13

[ (h) an AIFM (as defined in Article 4.1(b) of the alternative investment fund managers

directive) which is authorised (in accordance with Article 6.1 of that directive) by its home

state regulator. ]

15

Notes

1 Words substituted by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2

reg.2(2)(c)(i) (January 14, 2005)

2 Words substituted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.4 para.4(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

Financial Services and Markets Act 2000 Page 831
3 Words substituted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.4 para.4(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

4

Substituted by Capital Requirements Regulations 2006/3221 Sch.3 para.2(3) (January 1, 2007)

5 Words substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379

Pt 2 reg.6(6)(b)(i) (January 11, 2005)

6 Words substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379

Pt 2 reg.6(6)(b)(ii) (January 11, 2005)

7 Added by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 2 reg.2(2)(c)(ii)

(February 13, 2004)

8 Word repealed by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 2

reg.2(2)(c)(i) (January 14, 2005: repeal came into force on February 13, 2004 but could not take effect until the

coming into force of SI 2004/1473 reg.2(2)(c)(iii) on January 14, 2005)

9 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.6(c) (December 10, 2007)

10 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.2(2)(c)(iii)

(January 14, 2005)

11 Word repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.4(3)(a) (July 20, 2012)

12 Substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(33)(b) (July 1, 2011)

13 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906 Pt 3

art.4(3)(b) (July 20, 2012)

14 Word repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(4) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

15 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(4) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Amendments Pending

Sch. 3(I) para. 5(h): words repealed by Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

Sch. 1 para. 1(5)(a) (date to be appointed)

Commencement

Sch. 3(I) para. 5(a)-(d): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(I) para. 5(a)-(h): United Kingdom 

Law In Force

[ 5A. 

In paragraph 5, “relevant office” means–

(a) in relation to a firm falling within sub-paragraph (e) of that paragraph which has a

registered office, its registered office;

[ (aa) in relation to a firm falling within sub-paragraph (h) of that paragraph, its registered

office; ]

2

(b) in relation to any other firm, its head office.

]

1

Financial Services and Markets Act 2000 Page 832
Notes

1 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.2(2)(d)

(January 14, 2005)

2 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(5) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Sch. 3(I) para. 5A(a)-(b): United Kingdom 

Law In Force

[ EEA authorisation

6. 

“EEA authorisation” means–

(a) in relation to an EEA firm falling within paragraph 5(e), registration with its home state

regulator under Article 3 of the insurance mediation directive;

(b) in relation to any other EEA firm, authorisation granted to an EEA firm by its home

state regulator for the purpose of the relevant single market directive [ or, as the case may

be, the emission allowance auctioning regulation ]

2

 .

]

1

Notes

1

Substituted by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.2(2)(e)

(January 14, 2005)

2 Words inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.4(4) (July 20, 2012)

Commencement

Sch. 3(I) para. 6: February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the purposes

of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2, Sch. 1 para.

1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(I) para. 6(a)-(b): United Kingdom 

Law In Force

EEA right

7. 

“EEA right” means the entitlement of a person to establish a branch, or provide services, in an EEA

State other than that in which he has his [ relevant office ]

1

 –

(a) in accordance with the Treaty as applied in the EEA; and

Financial Services and Markets Act 2000 Page 833
(b) subject to the conditions of the relevant single market directive [ or, as the case may

be, the emission allowance auctioning regulation ]

2

 .

Notes

1 Words substituted by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2

reg.2(2)(f) (January 14, 2005)

2 Words inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.4(4) (July 20, 2012)

Commencement

Sch. 3(I) para. 7(a)-(b): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(I) para. 7(a)-(b): United Kingdom 

Law In Force

!

Amendment(s) Pending

[ 7A. 

In paragraph 7, “relevant office” means–

(a) in relation to a person who has a registered office and whose entitlement is subject to

the conditions of the insurance mediation directive, his registered office;

[ (aa) in relation to a person whose entitlement is subject to the conditions of the alternative

investment fund managers directive, its registered office; ]

2

(b) in relation to any other person, his head office.

]

1

Notes

1 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.2(2)(g)

(January 14, 2005)

2 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(6) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Amendments Pending

Sch. 3(I) para. 7A(aa): substituted by Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

Sch. 1 para. 1(5)(b) (date to be appointed)

Extent

Sch. 3(I) para. 7A(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 834
Law In Force

[ EEA State

8. 

“EEA State”has the meaning given by Schedule 1 to the Interpretation Act 19782.

]

1

Notes

1

Substituted by Financial Services (EEA State) Regulations 2007/108 reg.2 (February 13, 2007)

2

1978 c.30; the definition of “EEA state” was inserted by section 26 of the Legislative and Regulatory Reform Act

2006 (c. 51).

Commencement

Sch. 3(I) para. 8: February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the purposes

of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2, Sch. 1 para.

1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(I) para. 8: United Kingdom 

Law In Force

Home state regulator

9. 

“Home state regulator” means the competent authority (within the meaning of the relevant single

market directive [ or, as the case may be, the emission allowance auctioning regulation ]

1

 ) of an

EEA State (other than the United Kingdom) in relation to the EEA firm concerned .

Notes

1 Words inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.4(4) (July 20, 2012)

Commencement

Sch. 3(I) para. 9: February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the purposes

of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2, Sch. 1 para.

1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(I) para. 9: United Kingdom 

Financial Services and Markets Act 2000 Page 835
Law In Force

UK firm

10. 

“UK firm” means a person whose [ relevant office ]

1

 is in the UK and who has an EEA right to

carry on activity in an EEA State other than the United Kingdom .

Notes

1 Words substituted by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2

reg.2(2)(h) (January 14, 2005)

Commencement

Sch. 3(I) para. 10: February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the purposes

of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2, Sch. 1 para.

1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(I) para. 10: United Kingdom 

Law In Force

!

Amendment(s) Pending

[ 10A. 

In paragraph 10, “relevant office” means–

(a) in relation to a firm whose EEA right derives from the insurance mediation directive

and which has a registered office, its registered office;

[ (aa) in relation to a firm whose EEA right derives from the alternative investment fund

managers directive, its registered office; ]

2

(b) in relation to any other firm, its head office.

]

1

Notes

1 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.2(2)(i)

(January 14, 2005)

2 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(7) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Amendments Pending

Sch. 3(I) para. 10A(aa): substituted by Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

Sch. 1 para. 1(5)(c) (date to be appointed)

Extent

Sch. 3(I) para. 10A(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 836
Law In Force

[ UK investment firm

10B. 

“UK investment firm” means a UK firm—

(a) which is an investment firm, and

(b) whose EEA right derives from the markets in financial instruments directive.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.4 para.5 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Extent

Sch. 3(I) para. 10B(a)-(b): United Kingdom 

Law In Force

Host state regulator

11. 

“Host state regulator” means the competent authority (within the meaning of the relevant single

market directive [ or, as the case may be, the emission allowance auctioning regulation ]

1

 ) of an

EEA State (other than the United Kingdom) in relation to a UK firm's exercise of EEA rights there

.

Notes

1 Words inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.4(4) (July 20, 2012)

Commencement

Sch. 3(I) para. 11: February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the purposes

of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(I) para. 11: United Kingdom 

Law In Force

[ Tied agent

11A. 

“Tied agent”has the meaning given in Article 4.1.25 of the markets in financial instruments directive.

]

1

Financial Services and Markets Act 2000 Page 837
Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.4 para.6 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Extent

Sch. 3(I) para. 11A: United Kingdom 

Law In Force

[ 11B. Management company

“Management company”has the meaning given in Article 2.1(b) of the UCITS directive.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(c)

(July 1, 2011)

Extent

Sch. 3(I) para. 11B: United Kingdom 

Law In Force

[ 11C. UCITS

“UCITS”has the meaning given in Article 1.2 of the UCITS directive.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(c)

(July 1, 2011)

Extent

Sch. 3(I) para. 11C: United Kingdom 

Law In Force

[ EEA AIFM

11D. 

“EEA AIFM” means an EEA firm falling within paragraph 5(h) which is exercising in the United

Kingdom a right deriving from the alternative investment fund managers directive.

]

1

Notes

1 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(8) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Financial Services and Markets Act 2000 Page 838
Extent

Sch. 3(I) para. 11D: United Kingdom 

PART II

EXERCISE OF PASSPORT RIGHTS BY EEA FIRMS

Law In Force

Firms qualifying for authorisation

12.— 

(1) Once an EEA firm which is seeking to establish a branch in the United Kingdom in exercise of

an EEA right satisfies the establishment conditions, it qualifies for authorisation.

(2) Once an EEA firm which is seeking to provide services in the United Kingdom in exercise of

an EEA right satisfies the service conditions, it qualifies for authorisation.

[ (3) If an EEA firm falling within paragraph 5(a) is seeking to use a tied agent established in the

United Kingdom in connection with the exercise of an EEA right deriving from the markets in

financial instruments directive, this Part of this Schedule applies as if the firm were seeking to

establish a branch in the United Kingdom.

(4) But if—

(a) an EEA firm already qualifies for authorisation by virtue of sub-paragraph (1); and

(b) the EEA right which it is exercising derives from the markets in financial instruments

directive,

sub-paragraph (3) does not require the firm to satisfy the establishment conditions in respect of its

use of the tied agent in question.

]

1

[ (5) An EEA firm which falls within paragraph 5(da) which establishes a branch in the United

Kingdom, or provides services in the United Kingdom, in exercise of an EEA right qualifies for

authorisation.

(6) Sub-paragraphs (1) and (2) do not apply to an EEA firm falling within paragraph 5(da). ]

2

[ (7) Sub-paragraph (2) does not apply to an EEA firm which falls within paragraph 5(a), (b) or

(g), and only provides services in the exercise of its right under Article 18 of the emission allowance

auctioning regulation.

(8) An EEA firm which falls within paragraph 5(g) qualifies for authorisation.

(9) An EEA firm which falls within paragraph 5(a) or (b) but does not qualify for authorisation

under sub-paragraph (1) or (2) qualifies for authorisation under this sub-paragraph if it—

(a) has received authorisation from its home state regulator under Article 18.3 of the

emission allowance auctioning regulation; and

(b) is seeking to provide services or establish a branch in the United Kingdom in the exercise

of the EEA right arising under that provision.

]

3

Financial Services and Markets Act 2000 Page 839
Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.4 para.7 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

2 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.6(d) (December 10, 2007)

3 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906 Pt 3

art.4(5) (July 20, 2012)

Commencement

Sch. 3(II) para. 12(1)-(2): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(II) para. 12(1)-(9)(b): United Kingdom 

Law In Force

Establishment

13.— 

(1) [If the firm falls within [ paragraph 5(a), (b), (c), (d), (f) or (h)]

2

, the ]

1

 establishment conditions

are that–

(a) the [ appropriate UK regulator ]

3

 has received notice (“a consent notice”) from the

firm's home state regulator that it has given the firm consent to establish a branch in the

United Kingdom;

(b) the consent notice–

(i) is given in accordance with the relevant single market directive;

(ii) identifies the activities to which consent relates; and

(iii) includes such other information as may be prescribed; [...]4

[ (ba) in the case of a firm falling within paragraph 5(a), the [ appropriate UK regulator ]

3

has given the firm notice for the purposes of this paragraph or two months have elapsed

beginning with the date when the home state regulator gave the consent notice; [...]6]

5

(c) [ in the case of a firm falling within paragraph 5(b), (c), (d) or (f), ]

7

 the firm has been

informed of the applicable provisions or two months have elapsed beginning with the date

when the [ appropriate UK regulator ]

3

 received the consent notice [ ; and ]

8

[(d) in the case of a firm falling within paragraph 5(h), its home state regulator has informed

it that the consent notice has been sent to the appropriate UK regulator. ]

8

[ (1A) If the firm falls within paragraph 5(e), the establishment conditions are that–

(a) the firm has given its home state regulator notice of its intention to establish a branch

in the United Kingdom;

(b) the [ appropriate UK regulator ]

3

 has received notice (“a regulator's notice”) from the

firm's home state regulator that the firm intends to establish a branch in the United Kingdom;

(c) the firm's home state regulator has informed the firm that the regulator's notice has

been sent to the [ appropriate UK regulator ]

3

 ; and

Financial Services and Markets Act 2000 Page 840
(d) one month has elapsed beginning with the date on which the firm's home state regulator

informed the firm that the regulator's notice has been sent to the [ appropriate UK regulator]

3

.

]

9

[ (1B) Where the PRA receives a consent notice, it must give a copy to the FCA without delay.

(1C) Where the FCA receives a consent notice it must in prescribed cases give a copy to the PRA

without delay.

(1D) In a case where the FCA is the appropriate UK regulator, the consent of the PRA is required

for any notice by the FCA for the purposes of sub-paragraph (1)(ba) which relates to—

(a) a PRA-regulated activity,

(b) a PRA-authorised person, or

(c) a person whose immediate group includes a PRAauthorised person.

(1E) If the FCA—

(a) receives a consent notice, or

(b) receives under sub-paragraph (1B) a copy of a consent notice,

it must prepare for the firm's supervision.

(1F) If the PRA—

(a) receives a consent notice, or

(b) receives under sub-paragraph (1C) a copy of a consent notice which identifies

PRA-regulated activities or relates to a PRA-authorised person,

it must prepare for the firm's supervision.

]

10

(2) If the [ appropriate UK regulator ]

11 has received a consent notice, it must–

(a) [...]12

(b) [ except if the firm falls within paragraph 5(a), ]

13 notify the firm of the applicable

provisions (if any); and

(c) if the firm falls within paragraph 5(d) [ or (h) ]

14 , notify its home state regulator of the

applicable provisions (if any).

(3) A notice under sub-paragraph (2)(b) or (c) must be given before the end of the period of two

months beginning with the day on which the [ appropriate UK regulator ]

15 received the consent

notice.

(4) For the purposes of this paragraph–

“applicable provisions” means the host state rules with which the firm is required to comply

when carrying on a permitted activity through a branch in the United Kingdom;

[ “the appropriate UK regulator” means whichever of the FCA and the PRA is the competent

authority for the purposes of the relevant single market directive; ]

16

“host state rules” means rules–

(a) made in accordance with the relevant single market directive [ or for the

purposes of the emission allowance auctioning regulation ]

17 ; and

(b) which are the responsibility of the United Kingdom (both as to implementation

and as to supervision of compliance) in accordance with that directive [ or for the

purposes of that regulation ]

18 ; and

“permitted activity” means an activity identified in the consent notice [ or regulator's notice,

as the case may be ]

19

.

Financial Services and Markets Act 2000 Page 841
Notes

1 Words inserted by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2

reg.3(2) (January 14, 2005)

2 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(9)(a) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.2(2) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

4 Word repealed subject to saving and transitional provisions specified in SI 2007/126 reg.6(1) by Financial Services

and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126 Sch.4 para.8(a)(i) (April 1, 2007:

repeal has effect subject to saving and transitional provisions specified in SI 2007/126 reg.6(1))

5

Subject to saving and transitional provisions specified in SI 2007/126 reg.6(1) by Financial Services and Markets

Act 2000 (Markets in Financial Instruments) Regulations 2007/126 Sch.4 para.8(a)(ii) (April 1, 2007: insertion

has effect subject to saving and transitional provisions specified in SI 2007/126 reg.6(1))

6 Word repealed by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(9)(b) (July 22,

2013: repeal has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

7 Words inserted subject to saving and transitional provisions specified in SI 2007/126 reg.6(1) by Financial Services

and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126 Sch.4 para.8(a)(iii) (April 1, 2007:

insertion has effect subject to saving and transitional provisions specified in SI 2007/126 reg.6(1))

8 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(9)(c) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

9 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.3(3)

(January 14, 2005)

10 Added by Financial Services Act 2012 c. 21 Sch.4(1) para.2(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

11 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.2(4)(a) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

12 Repealed by Financial Services Act 2012 c. 21 Sch.4(1) para.2(4)(b) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

13 Words inserted subject to saving and transitional provisions specified in SI 2007/126 reg.6(1) by Financial Services

and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126 Sch.4 para.8(b) (April 1, 2007:

insertion has effect subject to saving and transitional provisions specified in SI 2007/126 reg.6(1))

14 Words inserted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(9)(d) (July

22, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

15 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.2(5) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

16 Definition inserted by Financial Services Act 2012 c. 21 Sch.4(1) para.2(6) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

17 Words inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.4(6)(a) (July 20, 2012)

18 Words inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.4(6)(b) (July 20, 2012)

19 Words inserted by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2

reg.3(4) (January 14, 2005)

Commencement

Sch. 3(II) para. 13(1)-(4) definition of "permitted activity": February 25, 2001 for the purposes of making orders or

regulations; June 18, 2001 for the purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch.

001(2) para. 1; SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 842
Extent

Sch. 3(II) para. 13(1)-(4) definition of "permitted activity": United Kingdom 

Law In Force

!

Amendment(s) Pending

Services

14.— 

(1) The service conditions are that–

(a) the firm has given its home state regulator notice of its intention to provide services in

the United Kingdom (“a notice of intention”);

(b) if the firm falls within [ paragraph 5(a), (d), (e), (f) or (h) ]

1

 , the [ appropriate UK

regulator ]

2

 has received notice (“a regulator's notice”) from the firm's home state regulator

containing such information as may be prescribed; [...]3

[ (ba) if the firm falls within paragraph 5(b) and is seeking to provide services in exercise

of the right under Article 31.5 of the markets in financial instruments directive, the

[ appropriate UK regulator ]

2

 has received notice (“a regulator's notice”) from the firm's

home state regulator stating that the firm intends to exercise that right in the United Kingdom;

]

4

(c) if the firm falls within [ paragraph 5(d), (e) or (h) ]

5

 , its home state regulator has

informed it that the regulator's notice has been sent to the [ appropriate UK regulator ]

2

[ ;

and ]

6

[ (d) if the firm falls within paragraph 5(e) , one month has elapsed beginning with the date

on which the firm's home state regulator informed the firm that the regulator's notice has

been sent to the [ appropriate UK regulator ]

2

 . ]

6

[ (1A) “Relevant notice” means—

(a) a regulator's notice, or

(b) where none is required by sub-paragraph (1), a notice informing the appropriate UK

regulator of the firm's intention to provide services in the United Kingdom.

(1B) Where the PRA receives a relevant notice, it must give a copy to the FCA without delay.

(1C) Where the FCA receives a relevant notice, it must in prescribed cases give a copy to the PRA

without delay.

(1D) If the FCA—

(a) receives a relevant notice, or

(b) receives under sub-paragraph (1B) a copy of a relevant notice,

it must prepare for the firm's supervision.

(1E) If the PRA—

(a) receives a relevant notice, or

(b) receives under sub-paragraph (1C) a copy of a relevant notice which identifies

PRA-regulated activities or relates to a PRA-authorised person,

it must, unless the firm falls within paragraph 5(e), prepare for the firm's supervision.

]

7

Financial Services and Markets Act 2000 Page 843
[ (2) If the appropriate UK regulator has received a relevant notice, it must, unless the firm falls

within [ paragraph 5(a), (e) or (h) ]

9

, notify the firm of the applicable provisions (if any). ]

8

(2A) [...]10

(3) A notice under sub-paragraph [(2)]

11 must be given before the end of the period of two months

beginning on the day on which the [ appropriate UK regulator received the relevant notice ]

12

 .

[ (3A) In cases where the firm is an EEA AIFM that seeks to market an AIF in exercise of its rights

under Article 32 of the alternative investment fund managers directive, the appropriate UK regulator

must ensure that the regulator's notice may be transmitted to it electronically. ]

13

(4) For the purposes of this paragraph–

“applicable provisions” means the host state rules with which the firm is required to comply

when carrying on a permitted activity by providing services in the United Kingdom;

[ “the appropriate UK regulator” means whichever of the FCA and the PRA is the competent

authority for the purposes of the relevant single market directive; ]

14

“host state rules” means rules–

(a) made in accordance with the relevant single market directive [ or for the

purposes of the emission allowance auctioning regulation ]

15 ; and

(b) which are the responsibility of the United Kingdom (both as to implementation

and as to supervision of compliance) in accordance with that directive [ or for the

purposes of that regulation ]

16 ; and

“permitted activity” means an activity identified in–

(a) the regulator's notice; or

(b) where none is required by sub-paragraph (1), the notice of intention.

Notes

1 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(10)(a) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.3(2) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

3 Word repealed by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2

reg.4(2)(b) (January 14, 2005)

4 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.4 para.9(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

5 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(10)(b) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

6 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.4(2)(d)

(January 14, 2005)

7 Added by Financial Services Act 2012 c. 21 Sch.4(1) para.3(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

8

Substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.3(4) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

9 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(10)(c) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

10 Repealed by Financial Services Act 2012 c. 21 Sch.4(1) para.3(5) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

11 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.3(6)(a) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 844
12 Words substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.3(6)(b) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

13 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(10)(d) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

14 Definition inserted by Financial Services Act 2012 c. 21 Sch.4(1) para.3(7) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

15 Words inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.4(7)(a) (July 20, 2012)

16 Words inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.4(7)(b) (July 20, 2012)

Amendments Pending

Sch. 3(II) para. 14(3A): words inserted by Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

Sch. 1 para. 1(5)(d) (date to be appointed)

Commencement

Sch. 3(II) para. 14(1)-(4) definition of "permitted activity" (b): February 25, 2001 for the purposes of making orders

or regulations; June 18, 2001 for the purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch.

001(2) para. 1; SI 2001/1820 art. 2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(II) para. 14(1)-(4) definition of "permitted activity" (b): United Kingdom 

P Partially In Force

Grant of permission

15.— 

(1) On qualifying for authorisation as a result of [ paragraph 12(1), (2) or (3) ]

1

, a firm has, in

respect of each permitted activity which is a regulated activity, permission to carry it on through

its United Kingdom branch (if it satisfies the establishment conditions) or by providing services in

the United Kingdom (if it satisfies the service conditions).

[ (1A) Sub-paragraph (1) is to be read subject to [ paragraphs 15A(3) and 15ZA(1) ]

3

. ]

2

(2) The permission is to be treated as being on terms equivalent to those appearing from the consent

notice, regulator's notice or notice of intention.

(3)-(4) [...]4

[ (5) A firm which qualifies for authorisation as a result of paragraph 12(5) has, in respect of each

permitted activity which is a regulated activity, permission to carry it on through its United Kingdom

branch or by providing services in the United Kingdom.

(6) The permission is to be treated as being on terms equivalent to those appearing in the

authorisation granted to the firm under Article 3 of the reinsurance directive by its home state

regulator (“its home authorisation”).

(7) For the purposes of sub-paragraph (5), “permitted activity” means an activity which the firm

is permitted to carry on under its home authorisation. ]

5

Financial Services and Markets Act 2000 Page 845
Notes

1 Words substituted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.6(e)(i) (December 10, 2007)

2 Added by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 2 reg.3(1)(c)

(February 13, 2004)

3 Words substituted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order

2012/1906 Pt 3 art.4(8) (July 20, 2012)

4 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(18)(a) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

5 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.6(e)(ii) (December 10, 2007)

Commencement

Sch. 3(II) para. 15(1)-(4): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(II) para. 15(1)-(7): United Kingdom 

Law In Force

[ 15ZA.— Grant of permission: bidding for emission allowances

(1) A firm that qualifies for authorisation as a result of paragraph 12(1) or (2) has permission to

receive, transmit or submit a bid on behalf of its clients in the exercise of its rights under Article

18.3 of the emission allowance auctioning regulation if it has received authorisation under that

provision from its home state regulator.

(2) Permission under sub-paragraph (1) is to be treated as being on terms equivalent to those

appearing in the authorisation granted to the firm pursuant to Article 18.3 of the emission allowance

auctioning regulation.

(3) A firm which qualifies for authorisation as a result of paragraph 12(9) has permission to receive,

transmit and submit a bid on behalf of its clients in the exercise of its rights under Article 18.3 of

the emission allowance auctioning regulation.

(4) A firm which qualifies for authorisation as a result of paragraph 12(8) has permission to receive,

transmit and submit a bid on its own account or on behalf of clients of its main business under

Article 18.2 of the emission allowance auctioning regulation.

(5) The permissions referred to in sub-paragraphs (3) and (4) are to be treated as being on terms

equivalent to those appearing in the authorisation granted to the firm pursuant to Article 18.2 or

18.3 of the emission allowance auctioning regulation.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906 Pt 3

art.4(9) (July 20, 2012)

Financial Services and Markets Act 2000 Page 846
Extent

Sch. 3(II) para. 15ZA(1)-(5): United Kingdom 

Law In Force

[ 15A.— Application for approval to manage UCITS

(1) An EEA firm falling within paragraph 5(f) which wishes to manage a UK UCITS must apply

to the [ appropriate UK regulator ]

2

 in the specified form for approval to manage that UCITS.

(2) Where the EEA firm satisfies the conditions in paragraph 13 (establishment conditions) or

paragraph 14 (service conditions), the [ appropriate UK regulator]

2

 may only refuse the application

if it determines that one of the grounds set out in sub-paragraph (3) applies.

(3) The grounds referred to in sub-paragraph (2) are—

(a) that the EEA firm does not comply with the UCITS home state rules;

(b) that the firm is not authorised by its home state regulator to manage the type of collective

investment scheme for which authorisation is requested; or

(c) that the firm has not provided the documentation required under Article 20(1) of the

UCITS directive.

(4) The [ appropriate UK regulator ]

2

 must give a notice to the EEA firm, the firm's home state

regulator and the Commission of the [ appropriate UK regulator's]

2

 determination under

sub-paragraph (2).

(5) Before giving a notice under sub-paragraph (4), the [ appropriate UK regulator ]

2

 must consult

the home state regulator of the firm.

(6) A notice given by the [ appropriate UK regulator ]

2

 under sub-paragraph (4) must—

(a) give the [ appropriate UK regulator's]

2

 reasons for considering that one of the grounds

set out in sub-paragraph (3) is satisfied; and

(b) specify a reasonable period (which may not be less than 28 days) within which any

person to whom it is given may make representations to the [ appropriate UK regulator ]

2

.

[ (6A) If—

(a) the FCA is the appropriate UK regulator, and

(b) the firm is, or the firm's immediate group includes, a PRAauthorised person,

the FCA must give the PRA a copy of the notice under subparagraph (4).

]

3

(7) In this paragraph—

[ “the appropriate UK regulator” means whichever of the FCA and the PRA is the competent

authority for the purposes of the UCITS directive; ]

4

“specified” means specified—

(a) in rules made by the [ appropriate UK regulator ]

2

 to implement the UCITS

directive, or

(b) in any directly applicable Community regulation or decision made under the

UCITS directive;

“UCITS home state rules” means requirements which are imposed by or under this Act so

far as relating to matters falling within Article 19(3) and (4) of the UCITS directive.

Financial Services and Markets Act 2000 Page 847
]

1

Notes

1

Sch.3 paras 15A-15C substituted for Sch.3 para.15A by Undertakings for Collective Investment in Transferable

Securities Regulations 2011/1613 Pt 2 reg.2(33)(d) (July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.4(2) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

3 Added by Financial Services Act 2012 c. 21 Sch.4(1) para.4(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

4 Definition inserted by Financial Services Act 2012 c. 21 Sch.4(1) para.4(4) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Extent

Sch. 3(II) para. 15A(1)-(7)(b)(iii): United Kingdom 

Law In Force

[ 15B.— Representations and references to the Tribunal

(1) Within a reasonable time after the end of the period for making representations, the [ appropriate

UK regulator ]

2

 must decide, in the light of any representations made to it during that period by a

person to whom notice has been given under paragraph 15A(4), whether to withdraw the notice.

(2) If the [ appropriate UK regulator ]

2

 decides not to withdraw its notice, it must—

(a) give a decision notice to each person to whom the notice under paragraph 15A(4) was

given, and

(b) inform the firm's home state regulator and the Commission that authorisation has been

refused, and of the grounds for the refusal.

(3) The management company to whom the decision notice is given may refer the matter to the

Tribunal.

[ (4) In this paragraph “the appropriate UK regulator”has the same meaning as in paragraph 15A. ]

3

]

1

Notes

1

Sch.3 paras 15A-15C substituted for Sch.3 para.15A by Undertakings for Collective Investment in Transferable

Securities Regulations 2011/1613 Pt 2 reg.2(33)(d) (July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.5(2) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

3 Added by Financial Services Act 2012 c. 21 Sch.4(1) para.5(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

Extent

Sch. 3(II) para. 15B(1)-(4): United Kingdom 

Financial Services and Markets Act 2000 Page 848
Law In Force

[ 15C.— Information to home state regulator

(1) Where an EEA firm falling within paragraph 5(f) has applied to manage a UCITS established

in the United Kingdom, the [ appropriate UK regulator, as defined in paragraph 15A(7), ]

2

 must

without delay inform the home state regulator of that firm of any problem of which they are aware

that may materially affect the ability of the firm—

(a) to perform its duties properly, or

(b) to comply with the home state rules.

(2) In sub-paragraph (1), “home state rules” means rules—

(a) made by the EEA State concerned in accordance with the UCITS directive; and

(b) which are the responsibility of that EEA State (both as to implementation and as to

supervision of compliance) in accordance with that directive.

]

1

Notes

1

Sch.3 paras 15A-15C substituted for Sch.3 para.15A by Undertakings for Collective Investment in Transferable

Securities Regulations 2011/1613 Pt 2 reg.2(33)(d) (July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.6 (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Extent

Sch. 3(II) para. 15C(1)-(2)(b): United Kingdom 

Law In Force

Effect of carrying on regulated activity when not qualified for authorisation

16.— 

(1) This paragraph applies to an EEA firm which is not qualified for authorisation under paragraph

12.

(2) Section 26 does not apply to an agreement entered into by the firm.

(3) Section 27 does not apply to an agreement in relation to which the firm is a third party for the

purposes of that section.

(4) Section 29 does not apply to an agreement in relation to which the firm is the deposit-taker.

Commencement

Sch. 3(II) para. 16(1)-(4): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(II) para. 16(1)-(4): United Kingdom 

Financial Services and Markets Act 2000 Page 849
Law In Force

Continuing regulation of EEA firms

17. 

Regulations may–

[ (za) require the FCA and the PRA to notify each other about EEA firms qualifying for

authorisation; ]

1

(a) modify any provision of this Act which is an applicable provision (within the meaning

of paragraph 13 or 14) in its application to an EEA firm qualifying for authorisation;

(b) make provision as to any change (or proposed change) of a prescribed kind relating to

an EEA firm or to an activity that it carries on in the United Kingdom and as to the procedure

to be followed in relation to such cases;

(c) provide that [ the FCA or the PRA ]

2

 may treat an EEA firm's notification that it is to

cease to carry on regulated activity in the United Kingdom as a request for cancellation of

its qualification for authorisation under this Schedule.

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.4(1) para.7(a) (January 24, 2013 for the purposes of making

orders or regulations; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.7(b) (January 24, 2013 for the purposes of

making orders or regulations; April 1, 2013 otherwise)

Commencement

Sch. 3(II) para. 17(a)-(c): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(II) para. 17(za)-(c): United Kingdom 

Law In Force

Giving up right to authorisation

18. 

Regulations may provide that in prescribed circumstances an EEA firm falling within paragraph

5(c) may, on following the prescribed procedure–

(a) have its qualification for authorisation under this Schedule cancelled; and

(b) seek to become an authorised person by applying for a [ Part 4A permission ]

1

 .

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.8 (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 850
Commencement

Sch. 3(II) para. 18(a)-(b): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(II) para. 18(a)-(b): United Kingdom 

PART III

EXERCISE OF PASSPORT RIGHTS BY UK FIRMS

[ Meaning of “the appropriate UK regulator” ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.4(1) para.9 (February 27, 2013: insertion has effect on February

27, 2013 as SI 2013/423 for the purpose of making orders or regulations; April 1, 2013 otherwise)

Law In Force

[ 18A 

In this Part of this Schedule “the appropriate UK regulator” means—

(a) where the UK firm is a PRA-authorised person, the PRA;

(b) in any other case, the FCA.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.4(1) para.9 (February 27, 2013: insertion has effect on February

27, 2013 as SI 2013/423 for the purpose of making orders or regulations; April 1, 2013 otherwise)

Extent

Sch. 3(III) para. 18A(a)-(b): United Kingdom 

Establishment

Law In Force

!

Amendment(s) Pending

19.— 

(1) [ Subject to [ sub-paragraphs (5ZA) [ , (5ZB) ]

3

[ , (5A) and (7BC) ]

4

]

2

, a ]

1

 UK firm may

not exercise an EEA right to establish a branch unless three conditions are satisfied.

(2) The first is that the firm has given the [ appropriate UK regulator ]

5

 , in the specified way,

notice of its intention to establish a branch (“a notice of intention”) which–

Financial Services and Markets Act 2000 Page 851
(a) identifies the activities which it seeks to carry on through the branch; and

(b) includes such other information as may be specified.

(3) [ Subject to sub-paragraph (5B), the ]

6

 activities identified in a notice of intention may include

activities which are not regulated activities.

[ (4) The second is that—

(a) the [ appropriate UK regulator ]

5

 has given notice in specified terms (“a consent

notice”) to the host state regulator; and

(b) where the firm is a management company which wishes to pursue the activity of

collective portfolio management referred to in Annex II to the UCITS directive, the

[ appropriate UK regulator ]

5

 has provided to the host state regulator—

(i) confirmation that the firm has been authorised as a management company

pursuant to the provisions of the UCITS directive;

(ii) a description of the scope of the management company's authorisation; and

(iii) details of any restriction on the types of UCITS that the management company

is authorised to manage.

]

7

[ (5) The third is–

(a) if the EEA right in question derives from the insurance mediation directive, that one

month has elapsed beginning with the date on which the firm received notice, in accordance

with sub-paragraph (11), that the [ appropriate UK regulator ]

5

 has given a consent notice;

(b) in any other case, that either–

(i) the host state regulator has notified the firm (or, where the EEA right in question

derives from any of the insurance directives, the [ appropriate UK regulator ]

5

 ) of

the applicable provisions; or

(ii) two months have elapsed beginning with the date on which the [ appropriate

UK regulator ]

5

 gave the consent notice.

]

8

[ (5ZA) This paragraph does not apply to a UK firm having an EEA right which is subject to the

conditions of the reinsurance directive. ]

9

[ (5ZB) This paragraph does not apply to a UK firm having an EEA right which is subject to the

conditions of the emission allowance auctioning regulation, in respect of its exercise of that EEA

right. ]

10

[ (5A) If–

(a) the EEA right in question derives from the insurance mediation directive, and

(b) the EEA State in which the firm intends to establish a branch has not notified the

Commission, in accordance with Article 6(2) of that directive, of its wish to be informed

of the intention of any UK firm to establish a branch in its territory,

the second and third conditions do not apply (and so the firm may establish the branch to which its

notice of intention relates as soon as the first condition is satisfied).

]

11

[ (5B) If the firm is a UK investment firm, a notice of intention may not include ancillary services

unless such services are to be provided in connection with the carrying on of one or more investment

services and activities.

Financial Services and Markets Act 2000 Page 852
(5C) In sub-paragraph (5B) “ancillary services” has the meaning given in Article 4.1.3 of the

markets in financial instruments directive. ]

12

(6) If the firm's EEA right derives from [ the banking consolidation directive, [ [...]15 or, in the

case of a credit institution authorised under the banking consolidation directive, the markets in

financial instruments directive ]

14 ]13 and the first condition is satisfied, the [ appropriate UK

regulator ]

5

 must give a consent notice to the host state regulator unless it has reason to doubt the

adequacy of the firm's resources or its administrative structure.

[ (6A) If the firm's EEA right derives from the UCITS directive and the first condition is satisfied,

the [ appropriate UK regulator]

5

 must give a consent notice and information about the compensation

scheme to the host state regulator unless it has reason to doubt the adequacy of the firm's resources

or its administrative structure, and must do so within two months beginning with the date on which

it received the firm's notice of intention. ]

16

(7) If the firm's EEA right derives from any of the insurance directives and the first condition is

satisfied, the [ appropriate UK regulator ]

5

 must give a consent notice unless it has reason–

(a) to doubt the adequacy of the firm's resources or its administrative structure, or

(b) to question the reputation, qualifications or experience of the directors or managers of

the firm or the person proposed as the branch's authorised agent for the purposes of those

directives,

in relation to the business to be conducted through the proposed branch.

[ (7A) If–

(a) the firm's EEA right derives from the insurance mediation directive,

(b) the first condition is satisfied, and

(c) the second condition applies,

the [ appropriate UK regulator ]

5

 must give a consent notice, and must do so within one month

beginning with the date on which it received the firm's notice of intention.

]

17

[ (7B) If the firm is a UK investment firm and the first condition is satisfied, the [ appropriate UK

regulator ]

5

 must give a consent notice to the host state regulator within three months beginning

with the date on which it received the firm's notice of intention unless the [ appropriate UK

regulator ]

5

 has reason to doubt the adequacy of the firm's resources or its administrative structure.

]

18

[ (7BA) Sub-paragraph (7BB) applies where—

(a) the firm's EEA right derives from the alternative investment fund managers directive,

(b) the first condition is satisfied, and

(c) the appropriate UK regulator is satisfied that the firm complies, and will continue to

comply, with—

(i) the provisions implementing the alternative investment fund managers directive,

and

(ii) any directly applicable EU regulation made under that directive.

(7BB) The appropriate UK regulator must—

(a) within two months of receiving the firm's notice of intention, give a consent notice to

the host state regulator,

(b) send with that notice confirmation that the firm has been authorised by it pursuant to

Article 6.1 of the alternative investment fund managers directive, and

Financial Services and Markets Act 2000 Page 853
(c) immediately notify the firm that it has given the consent notice to the host state regulator.

(7BC) If the firm's EEA right derives from the alternative investment fund managers directive, the

third condition does not apply. ]

19

[ (7C) Where the PRA is the appropriate UK regulator, it must consult the FCA before deciding

whether to give a consent notice, except where sub-paragraph (7A) applies.

(7D) Where the FCA is the appropriate UK regulator, it must consult the PRA before deciding

whether to give a consent notice in relation to a UK firm whose immediate group includes a

PRA-authorised person. ]

20

(8) If the [ appropriate UK regulator ]

5

 proposes to refuse to give a consent notice it must give

the firm concerned a warning notice.

(9) If the firm's EEA right derives from any of the insurance directives and the host state regulator

has notified it of the applicable provisions, the [ appropriate UK regulator ]

5

 must inform the firm

of those provisions.

(10) Rules may specify the procedure to be followed by the [ appropriate UK regulator ]

5

 in

exercising its functions under this paragraph.

(11) If the [ appropriate UK regulator ]

5

 gives a consent notice it must give written notice that it

has done so to the firm concerned.

(12) If the [ appropriate UK regulator ]

5

 decides to refuse to give a consent notice–

(a) it must, [ within the relevant period ]

21 , give the person who gave that notice a decision

notice to that effect; and

(b) that person may refer the matter to the Tribunal.

[(12ZA) If the firm's EEA right derives from the UCITS directive, the [ appropriate UK regulator]

5

must inform [ ESMA and ]

23 the Commission if it decides to refuse to give a consent notice, giving

the reasons for that refusal. ]

22

[ (12A) In sub-paragraph (12), “the relevant period” means–

(a) if the firm's EEA right derives from the UCITS directive [ or the alternative investment

fund managers directive ]

25 , two months beginning with the date on which the [ appropriate

UK regulator ]

5

 received the notice of intention;

(b) in any other case, three months beginning with that date.

]

24

(13) In this paragraph, “applicable provisions” means the host state rules with which the firm will

be required to comply when conducting business through the proposed branch in the EEA State

concerned.

(14) In sub-paragraph (13), “host state rules” means rules–

(a) made in accordance with the relevant single market directive; and

(b) which are the responsibility of the EEA State concerned (both as to implementation

and as to supervision of compliance) in accordance with that directive.

(15) “Specified” means specified in rules.

Notes

1 Words inserted by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2

reg.5(2) (January 14, 2005)

Financial Services and Markets Act 2000 Page 854
2 Words substituted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.6(f) (December 10, 2007)

3 Word inserted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906

Pt 3 art.4(10)(a) (July 20, 2012)

4 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(11)(a) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

5 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.10(2) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

6 Word substituted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.4 para.10(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

7

Substituted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(33)(e) (July 1, 2011)

8

Substituted by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.5(3)

(January 14, 2005)

9 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.6(g) (December 10, 2007)

10 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906 Pt 3

art.4(10)(b) (July 20, 2012)

11 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.5(4)

(January 14, 2005)

12 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.4 para.10(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

13 Words substituted by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 2

reg.4(1)(a)(i) (February 13, 2004)

14 Words substituted subject to savings specified in SI 2007/126 reg.8 by Financial Services and Markets Act 2000

(Markets in Financial Instruments) Regulations 2007/126 Sch.4 para.10(c) (April 1, 2007: subsitution has effect

subject to savings specified in SI 2007/126 reg.8)

15 Words repealed by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt

2 reg.2(33)(f) (July 1, 2011)

16 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(g)

(July 1, 2011)

17 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.5(5)

(January 14, 2005)

18 Subject to savings specified in SI 2007/126 reg.8 by Financial Services and Markets Act 2000 (Markets in Financial

Instruments) Regulations 2007/126 Sch.4 para.10(d) (April 1, 2007: insertion has effect subject to savings specified

in SI 2007/126 reg.8)

19 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(11)(b) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

20 Added by Financial Services Act 2012 c. 21 Sch.4(1) para.10(3) (February 27, 2013: insertion has effect on

February 27, 2013 as SI 2013/423 for the purpose of making orders or regulations subject to transitional provisions

as specified in 2012 c.21 Sch.20 para.7; not yet in force otherwise)

21 Words substituted by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 2

reg.4(1)(a)(ii) (February 13, 2004)

22 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(h)

(July 1, 2011)

23 Words inserted by Financial Services (Omnibus 1 Directive) Regulations 2012/916 reg.2(15) (April 16, 2012)

24 Added by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 2 reg.4(1)(a)(iii)

(February 13, 2004)

25 Words inserted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(11)(c) (July

22, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Financial Services and Markets Act 2000 Page 855
Amendments Pending

Sch. 3(III) para. 19(7BB)(b): words repealed by Alternative Investment Fund Managers (Amendment) Regulations

2013/1797, Sch. 1 para. 1(5)(e) (date to be appointed)

Commencement

Sch. 3(III) para. 19(1)-(15): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; September 3, 2001 for the purposes of giving notice under 2000 c.8 Sch.3 para.19(2) of

intention to establish a branch not sooner than December 1, 2001, the coming into force date of 2000 c.8 s.19; December

1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2, Sch. 1 para. 1; SI

2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(III) para. 19(1)-(15): United Kingdom 

Services

Law In Force

!

Amendment(s) Pending

20.— 

(1) [ Subject to [sub-paragraphs (4D) to (4F) ]

2

 , a ]

1

 UK firm may not exercise an EEA right

to provide services unless the firm has given the [ appropriate UK regulator ]

3

 , in the specified

way, notice of its intention to provide services (“a notice of intention”) which–

(a) identifies the activities which it seeks to carry out by way of provision of services; and

(b) includes such other information as may be specified.

(2) [ Subject to sub-paragraph (2A), the ]

4

 activities identified in a notice of intention may include

activities which are not regulated activities.

[ (2A) If the firm is a UK investment firm, a notice of intention may not include ancillary services

unless such services are to be provided in connection with the carrying on of one or more investment

services and activities.

(2B) In sub-paragraph (2A) “ancillary services” has the meaning given in Article 4.1.3 of the

markets in financial instruments directive. ]

5

(3) If the firm's EEA right derives from [ the banking consolidation directive, the [ markets in

financial instruments directive ]

7

 or the UCITS directive ]

6

 , the [ appropriate UK regulator ]

3

must, within one month of receiving a notice of intention, send a copy of it to the host state regulator

[ with such other information as may be specified ]

8

 .

[ (3ZA) If the firm's EEA right derives from the UCITS directive, the [ appropriate UK regulator ]

3

must provide information about the compensation scheme with the information provided to the

host state regulator under sub-paragraph (3). ]

9

[ (3A) If the firm's EEA right derives from any of the insurance directives, the [ appropriate UK

regulator ]

3

 must, within one month of receiving the notice of intention—

(a) give notice in specified terms (“a consent notice”) to the host state regulator; or

(b) give written notice to the firm of—

(i) its refusal to give a consent notice; and

Financial Services and Markets Act 2000 Page 856
(ii) its reasons for that refusal.

]

10

[ (3AA) Where the PRA is the appropriate UK regulator, it must consult the FCA before deciding

whether to give a consent notice.

(3AB) Where the FCA is the appropriate UK regulator, it must consult the PRA before deciding

whether to give a consent notice in relation to a UK firm whose immediate group includes a

PRA-authorised person. ]

11

[ (3B) If the firm's EEA right derives from the insurance mediation directive and the EEA State in

which the firm intends to provide services has notified the Commission, in accordance with Article

6(2) of that directive, of its wish to be informed of the intention of any UK firm to provide services

in its territory–

(a) the [ appropriate UK regulator ]

3

 must, within one month of receiving the notice of

intention, send a copy of it to the host state regulator;

(b) the [ appropriate UK regulator ]

3

 , when it sends the copy in accordance with

sub-paragraph (a), must give written notice to the firm concerned that it has done so; and

(c) the firm concerned must not provide the services to which its notice of intention relates

until one month, beginning with the date on which it receives the notice under sub-paragraph

(b), has elapsed.

]

12

[ (3C) If the firm is a management company which wishes to pursue the activity of collective

portfolio management referred to in Annex II to the UCITS directive, the [ appropriate UK

regulator ]

3

 must send with the documentation provided to the host state regulator under

sub-paragraph (3)—

(a) confirmation that the firm has been authorised as a management company pursuant to

the provisions of the UCITS directive;

(b) a description of the scope of the management company's authorisation; and

(c) details of any restriction on the types of UCITS that the management company is

authorised to manage.

]

13

[ (3D) If the firm's EEA right derives from the alternative investment fund managers directive, the

appropriate UK regulator must—

(a) if the condition in sub-paragraph (3E) is satisfied—

(i) within one month of receiving the firm's notice of intention, send a copy of the

firm's notice of intention to the host state regulator;

(ii) send with that notice confirmation that the firm has been authorised by it pursuant

to Article 6.1 of that directive, with such other information as may be specified; and

(iii) immediately notify the firm that it has given the notice and confirmation to the

host state regulator; or

(b) give the firm written notice of its refusal to send a copy of the notice of intention to the

host state regulator and its reasons for that refusal.

(3E) The condition is that the appropriate UK regulator is satisfied that the firm complies, and will

continue to comply, with—

(a) the provisions implementing the alternative investment fund managers directive, and

(b) any directly applicable EU regulation made under that directive.

]

14

Financial Services and Markets Act 2000 Page 857
(4) When the [ appropriate UK regulator ]

3

 sends the copy under sub-paragraph (3) [ or gives a

consent notice ]

15 , it must give written notice to the firm concerned.

[ (4A) If the firm is given notice under sub-paragraph (3A)(b) [ or (3D)(b) ]

17 , it may refer the

matter to the Tribunal.

(4B) If the firm's EEA right derives from any of the insurance directives [ or from [ the alternative

investment fund managers directive, ]

19 the markets in financial instruments directive ]18 [ or the

UCITS directive ]

20 , it must not provide the services to which its notice of intention relates until

it has received written notice under sub-paragraph (4).

[ (4BA) If the firm's EEA right derives from the markets in financial instruments directive, the

[ appropriate UK regulator ]

3

 must comply as soon as reasonably practicable with a request for

information under the second sub-paragraph of Article 31.6 of that directive from the host state

regulator. ]

21

(4C) Rules may specify the procedure to be followed by the [ appropriate UK regulator ]

3

 under

this paragraph. ]

16

[ (4D) This paragraph does not apply to a UK firm having an EEA right which is subject to the

conditions of the reinsurance directive. ]

22

[ (4E) This paragraph does not apply to a UK firm having an EEA right which is subject to the

conditions of the emission allowance auctioning regulation, in respect of its exercise of that EEA

right. ]

23

[ (4F) This paragraph does not apply to—

(a) the operator of a UCITS established in the United Kingdom seeking to exercise an EEA

right to market the units of that UCITS in the territory of another EEA State; or

(b) a UK firm seeking to exercise an EEA right under the alternative investment fund

managers directive to market an AIF.

]

24

(5) [...]25

(6) “Specified” means specified in rules.

Notes

1 Words inserted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.6(h) (December 10, 2007)

2 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(12)(a) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.11(2) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

4 Word substituted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.4 para.11(a) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

5 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.4 para.11(b) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

6 Words substituted by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 2

reg.4(1)(b)(i) (February 13, 2004)

7 Words substituted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.4 para.11(c) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

Financial Services and Markets Act 2000 Page 858
8 Words inserted by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 2

reg.4(1)(b)(ii) (February 13, 2004)

9 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(i)

(July 1, 2011)

10 Added by Financial Services (EEA Passport Rights) Regulations 2001/1376 reg.2(2) (April 30, 2001)

11 Added by Financial Services Act 2012 c. 21 Sch.4(1) para.11(3) (February 27, 2013: insertion has effect on

February 27, 2013 for the purpose of making orders or regulations subject to transitional provisions as specified

in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7

otherwise)

12 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.6(1)

(January 14, 2005)

13 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(j)

(July 1, 2011)

14 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(12)(b) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

15 Words added by Financial Services (EEA Passport Rights) Regulations 2001/1376 reg.2(3) (April 30, 2001)

16 Added by Financial Services (EEA Passport Rights) Regulations 2001/1376 reg.2(4) (April 30, 2001)

17 Words inserted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(12)(c) (July

22, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

18 Words inserted by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations

2007/126 Sch.4 para.11(d) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007

otherwise)

19 Words inserted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(12)(d) (July

22, 2013: insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

20 Words inserted by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt

2 reg.2(33)(k) (July 1, 2011)

21 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.4 para.11(e) (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

22 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.6(i) (December 10, 2007)

23 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2012/1906 Pt 3

art.4(11)(b) (July 20, 2012)

24 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(12)(e) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

25 Repealed by Financial Services (EEA Passport Rights) Regulations 2001/1376 reg.2(5) (April 30, 2001)

Amendments Pending

Sch. 3(III) para. 20(3D)(a)(ii): words repealed by Alternative Investment Fund Managers (Amendment) Regulations

2013/1797, Sch. 1 para. 1(5)(f) (date to be appointed)

Commencement

Sch. 3(III) para. 20(1)-(6): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; September 3, 2001 for the purposes of giving notice under 2000 c.8 Sch.3 para.20(1) of

intention to provide services not sooner than December 1, 2001, the coming into force of 2000 c.8 s.19; December 1,

2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2, Sch. 1 para. 1; SI

2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(III) para. 20(1)-(6): United Kingdom 

Financial Services and Markets Act 2000 Page 859
[ Information for host state regulator]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(l)

(July 1, 2011)

Law In Force

[ 20ZA.— 

(1) The [ appropriate UK regulator]

2

 must keep a record of the confirmation and other information

provided to the host state regulator under paragraph 19(4) or paragraph 20(3C) in relation to a UK

firm which is a management company.

(2) The [ appropriate UK regulator ]

2

 must inform the host state regulator whenever there is a

change in the confirmation or other information referred to in sub-paragraph (1).

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(l)

(July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.12 (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Extent

Sch. 3(III) para. 20ZA(1)-(2): United Kingdom 

[ Tied agents]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.4 para.12 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Law In Force

[ 20A.— 

(1) If a UK investment firm is seeking to use a tied agent established in an EEA State (other than

the United Kingdom) in connection with the exercise of an EEA right deriving from the markets

in financial instruments directive, this Part of this Schedule applies as if the firm were seeking to

establish a branch in that State.

(2) But if—

(a) a UK investment firm has already established a branch in an EEA State other than the

United Kingdom in accordance with paragraph 19; and

(b) the EEA right which it is exercising derives from the markets in financial instruments

directive,

paragraph 19 does not apply in respect of its use of the tied agent in question.

Financial Services and Markets Act 2000 Page 860
]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007/126

Sch.4 para.12 (April 1, 2007 for the purposes specified in SI 2007/126 reg.1(2); November 1, 2007 otherwise)

Extent

Sch. 3(III) para. 20A(1)-(2)(b): United Kingdom 

[Notice of intention to market [ a UCITS ]

2

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(33)(m) (July 1, 2011)

2 Words inserted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(13) (July 22,

2013: insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Law In Force

[ 20B.— 

(1) The operator of a UCITS established in the United Kingdom may not exercise an EEA right

to market the units of that UCITS in the territory of another EEA State unless the operator has

given the [ appropriate UK regulator ]

2

 , in the specified way, notice of its intention to market the

units (“notice of intention”) which contains, and is accompanied by, such information as may be

specified in rules, or in regulations made by the European Commission under the UCITS directive.

(2) The [ appropriate UK regulator]

2

 must ensure that the information referred to in sub-paragraph

(1) may be transmitted to it electronically.

(3) The [ appropriate UK regulator ]

2

 must verify whether the information submitted with the

notice of intention is complete and, within 10 days of the date on which the [ appropriate UK

regulator ]

2

 received the complete information required, send to the host state regulator—

(a) a copy of the notice of intention;

(b) the accompanying information; and

(c) confirmation that the operator and the UCITS fulfil the conditions imposed by the

UCITS directive.

(4) The [ appropriate UK regulator]

2

 must ensure that the host state regulator has electronic access

to the information and documents referred to in sub-paragraph (3).

(5) The [ appropriate UK regulator ]

2

 must notify the operator immediately that the information

referred to in sub-paragraph (3) has been sent to the competent authorities of the host state regulator.

(6) The operator may market the units of the UCITS in the territory of the host state regulator from

the moment it receives the notification referred to in sub-paragraph (5).

(7) In this paragraph—

“operator”has the same meaning as in section 237 of this Act;

“specified” means specified in rules.

Financial Services and Markets Act 2000 Page 861
]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2

reg.2(33)(m) (July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.13 (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Extent

Sch. 3(III) para. 20B(1)-(7) definition of "specified": United Kingdom 

[Notice of intention to market an AIF ]

1

Notes

1 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(14) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Law In Force

!

Amendment(s) Pending

[ 20C.— 

(1) A full-scope UK AIFM may not exercise in the territory of another EEA State an EEA right

under the alternative investment fund managers directive to market a UK AIF or EEA AIF managed

by it unless two conditions are satisfied.

(2) The first condition is that the full-scope UK AIFM has given the appropriate UK regulator, in

the specified way, notice of its intention to market the AIF (“notice of intention”) which contains,

and is accompanied by, such information as may be specified.

(3) The appropriate UK regulator must ensure that the notice of intention and any accompanying

information may be transmitted to it electronically.

(4) The second condition is that the appropriate UK regulator has sent a copy of the notice of

intention to the host state regulator, and has given written notice to the full-scope UK AIFM that

it has done so.

(5) Sub-paragraph (6) applies where—

(a) the appropriate UK regulator is satisfied that the full-scope UK AIFM complies, and

will continue to comply, with—

(i) the provisions implementing the alternative investment fund managers directive,

and

(ii) any directly applicable EU regulation made under that directive, and

(b) if the UK AIF or EEA AIF is a feeder AIF, its master AIF is a UK AIF or EEA AIF

that is managed by—

(i) a full-scope UK AIFM, or

(ii) an AIFM authorised in another EEA State in accordance with Article 6.1 of the

alternative investment fund managers directive.

Financial Services and Markets Act 2000 Page 862
(6) The appropriate UK regulator must send a copy of the notice of intention to the host state

regulator within 20 working days of receiving it.

(7) When sending a copy of the notice of intention to the host state regulator, the appropriate UK

regulator must send with the notice confirmation that the full-scope UK AIFM concerned is

authorised to manage AIFs with a particular investment strategy, and a statement of that strategy.

(8) If the notice of intention relates to an EEA AIF, the appropriate UK regulator must, when it

sends a copy of the notice to the host state regulator, also inform the competent authority of the

EEA AIF that the full-scope UK AIFM may start marketing the AIF in the EEA States covered by

the notice.

(9) The appropriate UK regulator must notify the full-scope UK AIFM immediately that the copy

of the notice of intention has been sent to the host state regulator.

(10) The full-scope UK AIFM may market the AIF in the territory of the host state regulator from

the date it receives the notification referred to in sub-paragraph (9).

(11) If the appropriate UK regulator refuses to send a copy of the notice of intention to the host

state regulator—

(a) the appropriate UK regulator must give the AIFM written notice of its refusal and its

reasons for that refusal; and

(b) the AIFM may refer the matter to the Tribunal.

(12) In this paragraph—

“competent authority”has the meaning given in regulation 2 of the Alternative Investment

Fund Managers Regulations 2013;

“EEA AIF”has the meaning given in regulation 2 of the Alternative Investment Fund

Managers Regulations 2013;

“feeder AIF”has the meaning given in Article 4.1(m) of the alternative investment fund

managers directive;

“master AIF”has the meaning given in Article 4.1(y) of that directive;

“specified” means specified in rules;

“UK AIF”has the meaning given in regulation 2 of the Alternative Investment Fund Managers

Regulations 2013.

]

1

Notes

1 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(14) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Amendments Pending

Sch. 3(III) para. 20C(12) definition of "third country AIF"-AIFM": definitions inserted by Alternative Investment Fund

Managers (Amendment) Regulations 2013/1797, Sch. 1 para. 1(5)(g)(iii) (date to be appointed)

Sch. 3(III) para. 20C(12) definition of "relevant third country": definition inserted by Alternative Investment Fund

Managers (Amendment) Regulations 2013/1797, Sch. 1 para. 1(5)(g)(iii) (date to be appointed)

Sch. 3(III) para. 20C(5)(b): substituted by Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

Sch. 1 para. 1(5)(g)(ii) (date to be appointed)

Sch. 3(III) para. 20C(1): words substituted by Alternative Investment Fund Managers (Amendment) Regulations

2013/1797, Sch. 1 para. 1(5)(g)(i) (date to be appointed)

Financial Services and Markets Act 2000 Page 863
Extent

Sch. 3(III) para. 20C(1)-(12) definition of "UK AIF": United Kingdom 

Offence relating to exercise of passport rights

Law In Force

21.— 

(1) If a UK firm which is not an authorised person contravenes the prohibition imposed by–

(a) sub-paragraph (1) of paragraph 19, or

(b) [sub-paragraph (1), (3B)(c) or (4B) of paragraph 20 ]

1

,

it is guilty of an offence.

(2) A firm guilty of an offence under sub-paragraph (1) is liable–

(a) on summary conviction, to a fine not exceeding the statutory maximum; or

(b) on conviction on indictment, to a fine.

(3) In proceedings for an offence under sub-paragraph (1), it is a defence for the firm to show that

it took all reasonable precautions and exercised all due diligence to avoid committing the offence.

Notes

1 Words substituted by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2

reg.6(2) (January 14, 2005)

Commencement

Sch. 3(III) para. 21(1)-(3): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for the

purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art. 2,

Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(III) para. 21(1)-(3): United Kingdom 

Continuing regulation of UK firms

Law In Force

22.— 

(1) Regulations may make such provision as the Treasury consider appropriate in relation to a UK

firm's exercise of EEA rights, and may in particular provide for the application (with or without

modification) of any provision of, or made under, this Act in relation to an activity of a UK firm.

(2) Regulations may–

(a) make provision as to any change (or proposed change) of a prescribed kind relating to

a UK firm or to an activity that it carries on and as to the procedure to be followed in relation

to such cases;

Financial Services and Markets Act 2000 Page 864
(b) make provision with respect to the consequences of the firm's failure to comply with a

provision of the regulations.

(3) Where a provision of the kind mentioned in sub-paragraph (2) requires [ the consent of the

FCA or the PRA ]

1

 to a change (or proposed change)–

(a) consent may be refused only on prescribed grounds; and

(b) if [ the FCA or the PRA ]

2

 decides to refuse consent, the firm concerned may refer

the matter to the Tribunal.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.14(a) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.14(b) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

Commencement

Sch. 3(III) para. 22(1)-(3)(b): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for

the purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art.

2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(III) para. 22(1)-(3)(b): United Kingdom 

R Repealed

23.— [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(18)(b) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI

2013/1998 art.11(10))

Law In Force

24.— 

(1) Sub-paragraph (2) applies if a UK firm–

(a) is not required to have a [ Part 4A permission ]

1

 in relation to the business which it is

carrying on; and

(b) is exercising the right conferred by [ [ Article 24 ]

3

 of the banking consolidation

directive ]

2

 to carry on that business in an EEA State other than the United Kingdom.

(2) If requested to do so by the host state regulator in the EEA State in which the UK firm's business

is being carried on, [ either regulator ]

4

 may impose any requirement in relation to the firm which

it could impose if–

(a) the firm had a [ Part 4A permission ]

5

 in relation to the business which it is carrying

on; and

(b) [ that regulator ]

6

 was entitled to exercise its power under that Part to vary that

permission.

Financial Services and Markets Act 2000 Page 865
Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.16(2) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

2 Words substituted by Banking Consolidation Directive (Consequential Amendments) Regulations 2000/2952

reg.8(5)(f) (December 1, 2001: substitution came into force on November 22, 2000 but could not take effect until

the commencement of 2000 c.8 Sch.3 para.24 on December 1, 2001 as specified in SI 2001/3538 art.2(1))

3 Words substituted by Capital Requirements Regulations 2006/3221 Sch.3 para.2(4) (January 1, 2007)

4 Words substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.16(3)(a) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.16(3)(b) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

6 Words substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.16(3)(c) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

Commencement

Sch. 3(III) para. 24(1)-(2)(b): February 25, 2001 for the purposes of making orders or regulations; June 18, 2001 for

the purposes of making rules; December 1, 2001 otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/1820 art.

2, Sch. 1 para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 3(III) para. 24(1)-(2)(b): United Kingdom 

[ Arrangements between FCA and PRA ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.4(1) para.17 (January 24, 2013: insertion has effect on January

24, 2013 for the purpose of the making of arrangements as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject

to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions

as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 24A 

(1) The regulators may make arrangements about—

(a) how they will consult each other when required to do so by paragraph 19(7C) or (7D)

or 20(3AA) or (3AB) or by regulations under paragraph 22;

(b) how each of them will act in response to any advice or representations received from

the other.

(2) The arrangements may require one regulator to obtain the consent of the other in specified

circumstances before—

(a) giving a consent notice under paragraph 19 or 20, or

(b) exercising specified functions under regulations under paragraph 22.

(3) The arrangements must be in writing, and must specify—

(a) the EEA rights to which they relate, and

Financial Services and Markets Act 2000 Page 866
(b) the date on which they come into force.

(4) Where arrangements are in force under this paragraph, the regulators must exercise functions

in accordance with the arrangements.

(5) The regulators must publish any arrangements under this paragraph in such manner as they

think fit.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.4(1) para.17 (January 24, 2013: insertion has effect on January

24, 2013 for the purpose of the making of arrangements as specified in SI 2013/113 art.2 and Sch.1 Pt 3 subject

to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transitional provisions

as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 3(III) para. 24A(1)-(5): United Kingdom 

[ Information to be included in the public record ]

1

Notes

1 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.7 (January

14, 2005)

Law In Force

[ 25. 

The [ FCA ]

2

 must include in the record that it maintains under section 347 in relation to any UK

firm whose EEA right derives from the insurance mediation directive information as to each EEA

State in which the UK firm, in accordance with such a right–

(a) has established a branch; or

(b) is providing services.

]

1

Notes

1 Added by Insurance Mediation Directive (Miscellaneous Amendments) Regulations 2003/1473 Pt 2 reg.7 (January

14, 2005)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.18 (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Extent

Sch. 3(III) para. 25(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 867
[ UK management companies: delegation of functions]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(n)

(July 1, 2011)

Law In Force

[ 26. 

Where a UK firm which is a management company and is providing services in the exercise of an

EEA right to an EEA UCITS informs the [ appropriate UK regulator ]

2

 that it has delegated one

or more of its functions to a third party, the [ appropriate UK regulator ]

2

 must transmit that

information to the home state regulator of the EEA UCITS without delay.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(n)

(July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.19 (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Extent

Sch. 3(III) para. 26: United Kingdom 

[ UK management companies: withdrawal of authorisation ]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(n)

(July 1, 2011)

Law In Force

[ 27. 

Where a UK firm which is a management company has exercised an EEA right deriving from the

UCITS directive to establish a branch or to provide services in another EEA State, the [ appropriate

UK regulator ]

2

 must consult the home state regulator of any UCITS managed by that management

company before taking a decision to withdraw the authorisation of the management company under

section 33.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(n)

(July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.20 (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 868
Extent

Sch. 3(III) para. 27: United Kingdom 

[ Management companies: request for information ]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(n)

(July 1, 2011)

Law In Force

[ 28.— 

(1) Where a UK firm has applied to manage a UCITS which is established in another EEA State,

the home state regulator of the UCITS may—

(a) request further information from the [ appropriate UK regulator ]

2

 regarding the

documents referred to in Article 20.1 of the UCITS directive, and

(b) ask the [ appropriate UK regulator ]

2

 whether the type of UCITS for which the UK

firm has applied to provide its services falls within the scope of the authorisation of the UK

firm.

(2) The [ appropriate UK regulator ]

2

 must respond to a request under sub-paragraph (1)(a) or (b)

within 10 working days of the date on which the request was received.

]

1

Notes

1 Added by Undertakings for Collective Investment in Transferable Securities Regulations 2011/1613 Pt 2 reg.2(33)(n)

(July 1, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(1) para.21 (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

Extent

Sch. 3(III) para. 28(1)-(2): United Kingdom 

[ Full-scope UK AIFMs: notification of breach by host state regulator]

1

Notes

1 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(15) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Law In Force

[ 29.— 

If a host state regulator informs the FCA in accordance with paragraph 5 of Article 45 of the

alternative investment fund managers directive that a full-scope UK AIFM has refused to provide

Financial Services and Markets Act 2000 Page 869
the information or to take the steps referred to in that paragraph, the appropriate UK regulator

must—

(a) take steps to ensure that the AIFM provides the information or complies with the rules

of which it is in breach;

(b) request any necessary information from a supervisory authority in a country that is not

an EEA State; and

(c) notify the host state regulator of the steps taken under paragraph (a).

]

1

Notes

1 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.34(15) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Extent

Sch. 3(III) para. 29(a)-(c): United Kingdom 

SCHEDULE 4

TREATY RIGHTS

Section 31(1)(c).

Law In Force

Definitions

1. 

[ (1) In this Schedule–

“Treaty firm” means a person–

(a) whose head office is situated in an EEA State (its “home state”) other than the

United Kingdom; and

(b) which is recognised under the law of that State as its national; and

“home state regulator”, in relation to a Treaty firm, means the competent authority of the

firm's home state for the purpose of its home state authorisation (as to which see paragraph

3(1)(a)).

]

1

[ (2) Section 425A (meaning of “consumers”) applies for the purposes of this Schedule. ]

1

Notes

1 Existing text renumbered as Sch.4 para.1(1) and Sch.4 para.1(2) inserted by Financial Services Act 2010 c. 28

Sch.2(1) para.35 (April 8, 2010)

Commencement

Sch. 4 para. 1 definition of "consumers"- definition of "home state regulator": September 3, 2001 (SI 2001/2632 art.

2(2), Sch. 1(2) para. 1)

Financial Services and Markets Act 2000 Page 870
Extent

Sch. 4 para. 1(1)- definition of "home state regulator": United Kingdom 

Law In Force

Firms qualifying for authorisation

2. 

Once a Treaty firm which is seeking to carry on a regulated activity satisfies the conditions set out

in paragraph 3(1), it qualifies for authorisation.

Commencement

Sch. 4 para. 2: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 4 para. 2: United Kingdom 

Law In Force

Exercise of Treaty rights

3.— 

(1) The conditions are that–

(a) the firm has received authorisation (“home state authorisation”) under the law of its

home state to carry on the regulated activity in question (“the permitted activity”);

(b) the relevant provisions of the law of the firm's home state–

(i) afford equivalent protection; or

(ii) satisfy the conditions laid down by [ an EU ]

1

 instrument for the co-ordination

or approximation of laws, regulations or administrative provisions of member States

relating to the carrying on of that activity; and

(c) the firm has no EEA right to carry on that activity in the manner in which it is seeking

to carry it on.

(2) A firm is not to be regarded as having home state authorisation unless its home state regulator

has so informed the [ appropriate UK regulator ]

2

 in writing.

[ (2A) In sub-paragraph (2) “the appropriate UK regulator” means—

(a) where any of the activities to which the notification under that sub-paragraph relates is

a PRA-regulated activity, the PRA;

(b) in any other case, the FCA.

(2B) Where the PRA receives a notification under sub-paragraph (2), it must give a copy to the

FCA without delay.

(2C) Where the FCA receives a notification under sub-paragraph (2), it must in prescribed cases

give a copy to the PRA without delay.” ]

3

Financial Services and Markets Act 2000 Page 871
(3) Provisions afford equivalent protection if, in relation to the firm's carrying on of the permitted

activity, they afford consumers protection which is at least equivalent to that afforded by or under

this Act in relation to that activity.

(4) A certificate issued by the Treasury that the provisions of the law of a particular EEA State

afford equivalent protection in relation to the activities specified in the certificate is conclusive

evidence of that fact.

Notes

1 Word substituted by Treaty of Lisbon (Changes in Terminology) Order 2011/1043 Pt 2 art.6(1)(d) (April 22, 2011)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(2) para.23(2) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

3 Added by Financial Services Act 2012 c. 21 Sch.4(2) para.23(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

Commencement

Sch. 4 para. 3(1)-(4): September 3, 2001 for the purposes of issuing certificates under 2000 c.8 Sch.4 para.3(4);

December 1, 2001 otherwise (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 4 para. 3(1)-(4): United Kingdom 

Law In Force

[ 3A Notification between UK regulators

Regulations may require the PRA and the FCA to notify each other about Treaty firms qualifying

for authorisation.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.4(2) para.24 (January 24, 2013: insertion has effect on January

24, 2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject

to transtional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013 subject to transtional provisions

as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 4 para. 3A: United Kingdom 

Law In Force

Permission

4.— 

(1) On qualifying for authorisation under this Schedule, a Treaty firm has permission to carry on

each permitted activity through its United Kingdom branch or by providing services in the United

Kingdom.

Financial Services and Markets Act 2000 Page 872
(2) The permission is to be treated as being on terms equivalent to those to which the firm's home

state authorisation is subject.

(3) If, on qualifying for authorisation under this Schedule, a firm has [ a Part 4A permission ]

1

which includes permission to carry on a permitted activity, the [ appropriate UK regulator ]

2

 must

give a direction cancelling the permission so far as it relates to that activity.

(4) The [ appropriate UK regulator ]

3

 need not give a direction under sub-paragraph (3) if it

considers that there are good reasons for not doing so.

[ (5) “The appropriate UK regulator” means—

(a) where the Treaty firm is a PRA-authorised person, the FCA or the PRA;

(b) in any other case, the FCA.

]

4

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.4(2) para.25(2)(a) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.4(2) para.25(2)(b) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

3 Word substituted by Financial Services Act 2012 c. 21 Sch.4(2) para.25(3) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

4 Added by Financial Services Act 2012 c. 21 Sch.4(2) para.25(4) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

Commencement

Sch. 4 para. 4(1)-(4): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 4 para. 4(1)-(5)(b): United Kingdom 

Law In Force

Notice to [ UK regulator ]

1

5.— 

(1) Sub-paragraph (2) applies to a Treaty firm which–

(a) qualifies for authorisation under this Schedule, but

(b) is not carrying on in the United Kingdom the regulated activity, or any of the regulated

activities, which it has permission to carry on there.

(2) At least seven days before it begins to carry on such a regulated activity, the firm must give

[ the appropriate UK regulator ]

2

 written notice of its intention to do so.

[ (2A) “The appropriate UK regulator” means—

(a) where any of the activities to which the notice relates is a PRA-regulated activity, the

PRA;

(b) in any other case, the FCA.

Financial Services and Markets Act 2000 Page 873
(2B) Where the PRA receives a notice under sub-paragraph (2), it must give a copy to the FCA

without delay.

(2C) Where the FCA receives a notice under sub-paragraph (2) from—

(a) a PRA-authorised person, or

(b) a person whose immediate group includes a PRAauthorised person,

it must give a copy to the PRA without delay.

]

3

(3) If a Treaty firm to which sub-paragraph (2) applies has given notice under that sub-paragraph,

it need not give such a notice if it again becomes a firm to which that sub-paragraph applies.

[ (4) Subsections (1), (4) and (8) of section 55U apply to a notice under sub-paragraph (2) as they

apply to an application for a Part 4A permission. ]

4

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.4(2) para.26(5) (February 27, 2013 for the purpose of

making orders or regulations; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.4(2) para.26(2) (February 27, 2013 for the purpose

of making orders or regulations; April 1, 2013 otherwise)

3 Added by Financial Services Act 2012 c. 21 Sch.4(2) para.26(3) (February 27, 2013 for the purpose of making

orders or regulations; April 1, 2013 otherwise)

4

Substituted by Financial Services Act 2012 c. 21 Sch.4(2) para.26(4) (January 24, 2013 for the purposes of giving

directions or the imposition of requirements; February 27, 2013 for the purpose of making orders or regulations;

April 1, 2013 otherwise)

Commencement

Sch. 4 para. 5(1)-(4): September 3, 2001 for the purposes of giving notice of intention to carry on regulated activities

under 2000 c.8 Sch.4 para.5(2) not sooner than December 1, 2001, the coming into force of 2000 c.8 s.19; December

1, 2001 otherwise (2000 c. 8 Pt II s. 19; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1; SI 2001/3538 art. 2(1))

Extent

Sch. 4 para. 5(1)-(4): United Kingdom 

Law In Force

Offences

6.— 

(1) A person who contravenes paragraph 5(2) is guilty of an offence.

(2) In proceedings against a person for an offence under sub-paragraph (1) it is a defence for him

to show that he took all reasonable precautions and exercised all due diligence to avoid committing

the offence.

(3) A person is guilty of an offence if in, or in connection with, a notice given by him under

paragraph 5(2) he–

(a) provides information which he knows to be false or misleading in a material particular;

or

Financial Services and Markets Act 2000 Page 874
(b) recklessly provides information which is false or misleading in a material particular.

(4) A person guilty of an offence under this paragraph is liable–

(a) on summary conviction, to a fine not exceeding the statutory maximum;

(b) on conviction on indictment, to a fine.

Commencement

Sch. 4 para. 6(1)-(4)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 4 para. 6(1)-(4)(b): United Kingdom 

SCHEDULE 5

PERSONS CONCERNED IN COLLECTIVE INVESTMENT SCHEMES

Section 36.

Law In Force

Authorisation

1.— 

(1) A person who for the time being is an operator, trustee or depositary of a recognised collective

investment scheme is an authorised person.

(2) “Recognised” means recognised by virtue of section 264.

(3) An authorised open-ended investment company is an authorised person.

[ (4) A body–

(a) incorporated by virtue of regulations made under section 1 of the Open-Ended Investment

Companies Act (Northern Ireland) 20022 in respect of which an authorisation order is in

force, and

(b) to which the UCITS directive applies,

is an authorised person.

(5) “Authorisation order” means an order made under (or having effect as made under) any provision

of those regulations which is made by virtue of section 1(2)(1) of that Act (provision corresponding

to Chapter 3 of Part 17 of the Act). ]

1

Notes

1 Added by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 4 reg.10(a)

(February 13, 2004)

2 Act of the Northern Ireland Assembly; 2002 c. 13.

Commencement

Sch. 5 para. 1(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 875
Extent

Sch. 5 para. 1(1)-(5): United Kingdom 

Law In Force

Permission

2.— 

(1) A person authorised as a result of paragraph 1(1) has permission to carry on, so far as it is a

regulated activity–

(a) any activity, appropriate to the capacity in which he acts in relation to the scheme, of

the kind described in paragraph 8 of Schedule 2;

(b) any activity in connection with, or for the purposes of, the scheme.

(2) A person authorised as a result of [ paragraph 1(3) or (4) ]

1

 has permission to carry on, so far

as it is a regulated activity [ other than the activity of managing an AIF ]

2

 –

(a) the operation of the scheme;

(b) any activity in connection with, or for the purposes of, the operation of the scheme.

Notes

1 Words inserted by Collective Investment Schemes (Miscellaneous Amendments) Regulations 2003/2066 Pt 4

reg.10(b) (February 13, 2004)

2 Words inserted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.35 (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Commencement

Sch. 5 para. 2(1)-(2)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 5 para. 2(1)-(2)(b): United Kingdom 

SCHEDULE 6

THRESHOLD CONDITIONS

[ Section 55B]

1

Notes

1 Words substituted by Financial Services and Markets Act 2000 (Threshold Conditions) Order 2013/555 art.2(1)

(April 1, 2013)

Financial Services and Markets Act 2000 Page 876
PART I

[Introduction ]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Law In Force

1.— 

[ Existing Sch.1 Pt I is not repealed but has been substituted for a new Sch.1 Pt I consisting of

para.1A. ]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Commencement

Sch. 6(I) para. 1(1)-(2)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 6(I) para. 1(1)-(2)(b): United Kingdom 

Law In Force

2.— 

[ Existing Sch.1 Pt I is not repealed but has been substituted for a new Sch.1 Pt I consisting of

para.1A. ]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Commencement

Sch. 6(I) para. 2(1)-(2): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 6(I) para. 2(1)-(6)(c): United Kingdom 

Financial Services and Markets Act 2000 Page 877
Law In Force

[ 2A.— 

[ Existing Sch.1 Pt I is not repealed but has been substituted for a new Sch.1 Pt I consisting of

para.1A. ]

2

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Variation of Threshold Conditions) Order 2002/2707 art.2

(January 19, 2003)

2 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(I) para. 2A(1)-(4): United Kingdom 

Law In Force

3.— 

[ Existing Sch.1 Pt I is not repealed but has been substituted for a new Sch.1 Pt I consisting of

para.1A. ]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Commencement

Sch. 6(I) para. 3(1)-(3): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 6(I) para. 3(1)-(3): United Kingdom 

Law In Force

4.— 

[ Existing Sch.1 Pt I is not repealed but has been substituted for a new Sch.1 Pt I consisting of

para.1A. ]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Commencement

Sch. 6(I) para. 4(1)-(2)(b)(ii): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Financial Services and Markets Act 2000 Page 878
Extent

Sch. 6(I) para. 4(1)-(2)(b)(ii): United Kingdom 

Law In Force

5. 

[ Existing Sch.1 Pt I is not repealed but has been substituted for a new Sch.1 Pt I consisting of

para.1A. ]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Commencement

Sch. 6(I) para. 5(a)-(c): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 6(I) para. 5(a)-(c): United Kingdom 

Law In Force

[ 1A.— 

(1) In this Schedule—

“assets”includes contingent assets;

“consolidated supervision”has the same meaning as in section 3M2;

“consumers”has the meaning given in section 425A3;

“financial crime”is to be read with section 1H(3)2;

“functions”, in relation to the FCA or the PRA, means functions conferred on that regulator

by or under this Act;

“liabilities”includes contingent liabilities;

“relevant directives”has the same meaning as in section 3M;

“Society” means the society incorporated by Lloyd's Act 18714 by the name of Lloyd's;

“subsidiary undertaking”includes all the instances mentioned in Article 1(1) and (2) of the

Seventh Company Law Directive in which an entity may be a subsidiary of an undertaking.

(2) For the purposes of this Schedule, the “non-financial resources” of a person include any systems,

controls, plans or policies that the person maintains, any information that the person holds and the

human resources that the person has available.

(3) In this Schedule, References to “integrity” of the UK financial system are to be read in accordance

section 1D(2)2.

(4) References to the failure of a person are to be read in accordance with section 2J(3) and (4)2.

]

1

Financial Services and Markets Act 2000 Page 879
Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

2

Inserted by section 6 of the Financial Services Act 2012.

3

Inserted by section 24 of and Schedule 2 to the Financial Services Act 2010 (c.28).

4

34 Vict c xxi.

Extent

Sch. 6(I) para. 1A(1)-(4): United Kingdom 

PART II

[...]1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

R Repealed

6. [...]1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

R Repealed

7. [...]1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

[ PART 1B

Part 4A permission: authorised persons who are not PRA-authorised persons

]

1

Financial Services and Markets Act 2000 Page 880
Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Law In Force

[ 2A. Introduction

If the person concerned (“A”) carries on, or is seeking to carry on, regulated activities which do

not consist of or include a PRA-regulated activity, the threshold conditions that are relevant to the

discharge by the FCA of its functions in relation to A are the conditions set out in paragraphs 2B

to 2F.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1B) para. 2A: United Kingdom 

Law In Force

!

Amendment(s) Pending

[ 2B.— Location of offices

(1) Unless sub-paragraph (3) [ , (4)(a) or (7) ]

2

 applies, if A is a body corporate incorporated in

the United Kingdom—

(a) A's head office, and

(b) if A has a registered office, that office,

must be in the United Kingdom.

(2) If A is not a body corporate but A's head office is in the United Kingdom, A must carry on

business in the United Kingdom.

(3) If—

(a) A is seeking to carry on, or is carrying on, a regulated activity which is any of the

investment services and activities,

(b) A is a body corporate with no registered office, and

(c) A's head office is in the United Kingdom,

A must carry on business in the United Kingdom.

(4) If A is seeking to carry on, or is carrying on, an insurance mediation activity—

(a) where A is a body corporate incorporated in the United Kingdom, A's registered office,

or if A has no registered office, A's head office, must be in the United Kingdom;

(b) where A is an individual, A is to be treated for the purposes of sub-paragraph (2) as

having a head office in the United Kingdom if A is resident in the United Kingdom.

Financial Services and Markets Act 2000 Page 881
(5) “Insurance mediation activity” means any of the following activities—

(a) dealing in rights under a contract of insurance as agent;

(b) arranging deals in rights under a contract of insurance;

(c) assisting in the administration and performance of a contract of insurance;

(d) advising on buying or selling rights under a contract of insurance;

(e) agreeing to do any of the activities specified in paragraphs (a) to (d).

(6) Sub-paragraph (5) must be read with—

(a) section 22,

(b) any relevant order under that section, and

(c) Schedule 2.

[ (7) If A is seeking to carry on, or is carrying on, the regulated activity of managing an AIF and

is, or upon being granted Part 4A permission to carry on that regulated activity would be, a full-scope

UK AIFM, A's head office and registered office must be in the United Kingdom. ]

3

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

2 Words substituted by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.36(a) (July

22, 2013: substitution has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

3 Added by Alternative Investment Fund Managers Regulations 2013/1773 Sch.1(1) para.36(b) (July 22, 2013:

insertion has effect subject to transitional provisions specified in SI 2013/1773 Pt 9)

Amendments Pending

Sch. 6(1B) para. 2B(7): words substituted by Alternative Investment Fund Managers (Amendment) Regulations

2013/1797, Sch. 1 para. 1(6) (date to be appointed)

Extent

Sch. 6(1B) para. 2B(1)-(7)(b): United Kingdom 

P Partially In Force

[ 2C.— Effective supervision

(1) A must be capable of being effectively supervised by the FCA having regard to all the

circumstances including—

(a) the nature (including the complexity) of the regulated activities that A carries on or

seeks to carry on;

(b) the complexity of any products that A provides or will provide in carrying on those

activities;

(c) the way in which A's business is organised;

(d) if A is a member of a group, whether membership of the group is likely to prevent the

FCA's effective supervision of A;

(e) whether A is subject to consolidated supervision required under any of the relevant

directives;

(f) if A has close links with another person (“CL”)—

Financial Services and Markets Act 2000 Page 882
(i) the nature of the relationship between A and CL,

(ii) whether those links are or that relationship is likely to prevent the FCA's effective

supervision of A, and

(iii) if CL is subject to the laws, regulations or administrative provisions of a territory

which is not an EEA State (“the foreign provisions”), whether those foreign

provisions, or any deficiency in their enforcement, would prevent the FCA's effective

supervision of A.

[ (1A) Paragraphs (a), (b) and (e) of sub-paragraph (1) do not apply where the only regulated

activities that the person concerned carries on, or seeks to carry on, are relevant credit activities. ]

2

(2) A has close links with CL if—

(a) CL is a parent undertaking of A,

(b) CL is a subsidiary undertaking of A,

(c) CL is a parent undertaking of a subsidiary undertaking of A,

(d) CL is a subsidiary undertaking of a parent undertaking of A,

(e) CL owns or controls 20% or more of the voting rights or capital of A, or

(f) A owns or controls 20% or more of the voting rights or capital of CL.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

2 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(19)(a) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Extent

Sch. 6(1B) para. 2C(1)-(2)(f): United Kingdom 

P Partially In Force

[ 2D.— Appropriate resources

(1) The resources of A must be appropriate in relation to the regulated activities that A carries on

or seeks to carry on.

(2) The matters which are relevant in determining whether A has appropriate resources include—

(a) the nature and scale of the business carried on, or to be carried on, by A;

(b) the risks to the continuity of the services provided by, or to be provided by, A;

(c) A's membership of a group and any effect which that membership may have.

(3) [ Except in a case within sub-paragraph (3A), the matters]

2

 which are relevant in determining

whether A has appropriate financial resources include—

(a) the provision A makes and, if A is a member of a group, which other members of the

group make, in respect of liabilities;

(b) the means by which A manages and, if A is a member of a group, by which other

members of the group manage, the incidence of risk in connection with A's business.

[ (3A) Where the only regulated activities that A carries on, or seeks to carry on, are relevant credit

activities, A has adequate financial resources if A is capable of meeting A's debts as they fall due. ]

3

Financial Services and Markets Act 2000 Page 883
(4) The matters which are relevant in determining whether A has appropriate non-financial resources

include—

(a) the skills and experience of those who manage A's affairs;

(b) whether A's non-financial resources are sufficient to enable A to comply with—

(i) requirements imposed or likely to be imposed on A by the FCA in the exercise

of its functions, or

(ii) any other requirement in relation to whose contravention the FCA would be the

appropriate regulator for the purpose of any provision of Part 14 of this Act.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

2 Words substituted by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(19)(b)(i) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014

otherwise)

3 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(19)(b)(ii) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Extent

Sch. 6(1B) para. 2D(1)-(4)(b)(ii): United Kingdom 

Law In Force

[ 2E.— Suitability

A must be a fit and proper person having regard to all the circumstances, including—

(a) A's connection with any person;

(b) the nature (including the complexity) of the regulated activities that A carries on or

seeks to carry on;

(c) the need to ensure that A's affairs are conducted in an appropriate manner, having regard

in particular to the interests of consumers and the integrity of the UK financial system;

(d) whether A has complied and is complying with requirements imposed by the FCA in

the exercise of its functions, or requests made by the FCA, relating to the provision of

information to the FCA and, where A has so complied or is so complying, the manner of

that compliance;

(e) whether those who manage A's affairs have adequate skills and experience and have

acted and may be expected to act with probity;

(f) whether A's business is being, or is to be, managed in such a way as to ensure that its

affairs will be conducted in a sound and prudent manner;

(g) the need to minimise the extent to which it is possible for the business carried on by A,

or to be carried on by A, to be used for a purpose connected with financial crime.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Financial Services and Markets Act 2000 Page 884
Extent

Sch. 6(1B) para. 2E(a)-(g): United Kingdom 

P Partially In Force

[ 2F.— Business model

(1) A's business model (that is, A's strategy for doing business) must be suitable for a person carrying

on the regulated activities that A carries on or seeks to carry on.

(2) The matters which are relevant in determining whether A satisfies the condition in sub-paragraph

(1) include—

(a) whether the business model is compatible with A's affairs being conducted, and

continuing to be conducted, in a sound and prudent manner;

(b) the interests of consumers;

(c) the integrity of the UK financial system.

[ (3) This paragraph does not apply where the only regulated activities that the person concerned

carries on, or seeks to carry on, are relevant credit activities. ]

2

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

2 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(19)(c) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Extent

Sch. 6(1B) para. 2F(1)-(3): United Kingdom 

P Partially In Force

[ 2G.— Interpretation

(1) In this Part of this Schedule, each of the following is a “relevant credit activity”—

(a) an activity of the kind specified by article 36A of the Regulated Activities Order (credit

broking) when carried on in the case specified in sub-paragraph (3), (4) or (5),

(b) an activity of the kind specified by article 39D of that Order (debt adjusting) when

carried on—

(i) in the case specified in sub-paragraph (3), by a person who also carries on an

activity of the kind specified by paragraph (a),

(ii) by a person who also carries on an activity of the kind specified by paragraph

(d) or (e), or

(iii) by a not-for-profit body,

(c) an activity of the kind specified by article 39E of that Order (debt-counselling) when

carried on—

(i) in the case specified in sub-paragraph (3), by a person who also carries on an

activity of the kind specified by paragraph (a),

Financial Services and Markets Act 2000 Page 885
(ii) by a person who also carries on an activity of the kind specified by paragraph

(d) or (e), or

(iii) by a not-for-profit body,

(d) an activity of the kind specified by article 60B of that Order (regulated credit agreements)

if—

(i) it is carried on by a supplier,

(ii) no charge (by way of interest or otherwise) is payable by the borrower in

connection with the provision of credit under the regulated credit agreement, and

(iii) the regulated credit agreement is not a hire-purchase agreement or a conditional

sale agreement,

(e) an activity of the kind specified by article 60N of that Order (regulated consumer hire

agreements),

(f) an activity of the kind specified by article 89A of that Order (providing credit information

services) where carried on by a person who also carries on an activity of the kind specified

by any of paragraphs (a) to (e), or

(g) an activity of the kind specified by article 64 of that Order (agreeing to carry on specified

kinds of activity) so far as relevant to any of the activities specified in paragraphs (a) to (f).

(2) But an activity is not a relevant credit activity for the purposes of—

(a) paragraph (a) to (e) of sub-paragraph (1), and

(b) paragraph (g) of that sub-paragraph so far at it relates to activities of the kind specified

by any of those paragraphs,

if it relates to an agreement under which the obligation of the borrower to repay is secured, or is

to be secured, by a legal mortgage on land.

(3) The case specified in this sub-paragraph is where a supplier (other than a domestic premises

supplier) carries on the activity for the purposes of, or in connection with, the sale of goods or

supply of services by the supplier to a customer (who need not be the borrower under the credit

agreement or the hirer under the consumer hire agreement).

(4) The case specified in this sub-paragraph is where the activity relates to a green deal plan.

(5) The case specified in this sub-paragraph is where the activity relates to a consumer hire agreement

where the goods being hired is a vehicle.

(6) For the purposes of this paragraph—

“borrower”includes—

(a) any person providing a guarantee or indemnity under an agreement, and

(b) a person to whom the rights and duties of the borrower under an agreement or

a person falling within paragraph (a) have passed by assignment or operation of

law;

“conditional sale agreement”has the meaning given by article 60L of the Regulated Activities

Order;

“customer” means a person to whom a supplier sells goods or supplies services or agrees

to do so;

“domestic premises supplier” means a supplier who sells goods or supplies services to

customers who are individuals while physically present in the dwelling of the customer or

in consequence of an agreement concluded whilst the supplier was physically present in

the dwelling of the customer (though a supplier who does so on an occasional basis is not

to be treated as a “domestic premises supplier”);

Financial Services and Markets Act 2000 Page 886
“green deal plan” has the meaning given by section 1 of the Energy Act 2011;

“hire-purchase agreement”has the meaning given by the Regulated Activities Order;

“not-for-profit body” means a body which, by virtue of its constitution or any enactment—

(a) is required (after payment of outgoings) to apply the whole of its income and

any capital it expends for charitable or public purposes, and

(b) is prohibited from directly or indirectly distributing amongst its members any

part of its assets (otherwise than for charitable or public purposes);

“Regulated Activities Order” means the Financial Services and Markets Act 2000 (Regulated

Activities) Order 2001;

“regulated credit agreement”has the meaning given by the Regulated Activities Order;

“supplier” means a person whose main business is to sell goods or supply services and not

to carry on a regulated activity, other than an activity of the kind specified by article 60N

of the Regulated Activities Order (regulated consumer hire agreements).

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(19)(d) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Extent

Sch. 6(1B) para. 2G(1)-(6) definition of "supplier": United Kingdom 

[ PART 1C

Part 4A permission: conditions for which FCA is responsible in relation to PRA-authorised

persons

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Law In Force

[ 3A. Introduction

If the person concerned (“B”) carries on, or is seeking to carry on, regulated activities which consist

of or include a PRA-regulated activity, the threshold conditions which are relevant to the discharge

by the FCA of its functions in relation to B are the conditions set out in paragraphs 3B to 3E.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Financial Services and Markets Act 2000 Page 887
Extent

Sch. 6(1C) para. 3A: United Kingdom 

Law In Force

[ 3B.— Effective supervision

(1) B must be capable of being effectively supervised by the FCA having regard to all the

circumstances including—

(a) the nature (including the complexity) of the regulated activities that B carries on or

seeks to carry on;

(b) the complexity of any products that B provides or will provide in carrying on those

activities;

(c) the way in which B's business is organised;

(d) if B is a member of a group, whether membership of the group is likely to prevent the

FCA's effective supervision of B;

(e) whether B is subject to consolidated supervision required under any of the relevant

directives;

(f) if B has close links with another person (“CL”)—

(i) the nature of the relationship between B and CL,

(ii) whether those links are or that relationship is likely to prevent the FCA's effective

supervision of B, and

(iii) if CL is subject to the laws, regulations or administrative provisions of a territory

which is not an EEA State (“the foreign provisions”), whether those foreign

provisions, or any deficiency in their enforcement, would prevent the FCA's effective

supervision of B.

(2) B has close links with CL if—

(a) CL is a parent undertaking of B,

(b) CL is a subsidiary undertaking of B,

(c) CL is a parent undertaking of a subsidiary undertaking of B,

(d) CL is a subsidiary undertaking of a parent undertaking of B,

(e) CL owns or controls 20% or more of the voting rights or capital of B, or

(f) B owns or controls 20% or more of the voting rights or capital of CL.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1C) para. 3B(1)-(2)(f): United Kingdom 

Financial Services and Markets Act 2000 Page 888
Law In Force

[ 3C.— Appropriate non-financial resources

(1) The non-financial resources of B must be appropriate in relation to the regulated activities that

B carries on or seeks to carry on, having regard to the operational objectives of the FCA.

(2) The matters which are relevant in determining whether the condition in sub-paragraph (1) is

met include—

(a) the nature and scale of the business carried on, or to be carried on, by B;

(b) the risks to the continuity of the services provided by, or to be provided by, B;

(c) B's membership of a group and any effect which that membership may have;

(d) the skills and experience of those who manage B's affairs;

(e) whether B's non-financial resources are sufficient to enable B to comply with—

(i) requirements imposed or likely to be imposed on B by the FCA in the exercise

of its functions, or

(ii) any other requirement in relation to whose contravention the FCA would be the

appropriate regulator for the purpose of any provision of Part 14 of this Act.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1C) para. 3C(1)-(2)(e)(ii): United Kingdom 

Law In Force

[ 3D.— Suitability

(1) B must be a fit and proper person, having regard to the operational objectives of the FCA.

(2) The matters which are relevant in determining whether B satisfies the condition in sub-paragraph

(1) include—

(a) B's connection with any person;

(b) the nature (including the complexity) of the regulated activities that B carries on or

seeks to carry on;

(c) the need to ensure that B's affairs are conducted in an appropriate manner, having regard

in particular to the interests of consumers and the integrity of the UK financial system;

(d) whether B has complied and is complying with requirements imposed by the FCA in

the exercise its functions, or requests made by the FCA, relating to the provision of

information to the FCA and, where B has so complied or is so complying, the manner of

that compliance;

(e) whether those who manage B's affairs have adequate skills and experience and have

acted and may be expected to act with probity;

(f) the need to minimise the extent to which it is possible for the business carried on by B,

or to be carried on by B, to be used for a purpose connected with financial crime.

]

1

Financial Services and Markets Act 2000 Page 889
Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1C) para. 3D(1)-(2)(f): United Kingdom 

Law In Force

[ 3E. Business model

B's business model (that is, B's strategy for doing business) must be suitable for a person carrying

on the regulated activities that B carries on or seeks to carry on, having regard to the FCA's

operational objectives.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1C) para. 3E: United Kingdom 

[ PART 1D

Part 4A permission: conditions for which the PRA is responsible in relation to insurers etc.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Law In Force

[ 4A.— Introduction

(1) If the person concerned (“C”) carries on, or is seeking to carry on, regulated activities which

consist of or include a PRA-regulated activity relating to the effecting or carrying out of contracts

of insurance, the threshold conditions which are relevant to the discharge by the PRA of its functions

in relation to C are the conditions set out in paragraphs 4B to 4F.

(2) If the person concerned (“C”) carries on, or is seeking to carry on, regulated activities which

consist of or include a PRA-regulated activity relating to managing the underwriting capacity of a

Financial Services and Markets Act 2000 Page 890
Lloyd's syndicate as a managing agent at Lloyd's, the conditions which are relevant to the discharge

by the PRA of its functions in relation to C are the conditions set out in paragraphs 4C to 4F except

for sub-paragraphs (5)(d) and (5)(e) of paragraph 4D which are not relevant for that purpose.

(3) If the person concerned (“C”) carries on, or is seeking to carry on, regulated activities which

consist of or include a PRA-regulated activity relating to the arranging, by the Society, of deals in

contracts of insurance written at Lloyd's, the conditions which are relevant to the discharge by the

PRA of its functions in relation to C are the conditions set out in paragraphs 4C to 4F, subject to

sub-paragraph (4).

(4) Paragraph 4D has effect in relation to persons of the kind specified by sub-paragraph (3) as if—

(a) for paragraph (d) and (e) of sub-paragraph (5) there were substituted—

“(d) the effect that the carrying on of business by C might be expected to

have on the stability of the UK financial system or on those who are or may

become policyholders of members of C;

(e) the effect that the failure of C might be expected to have on the stability

of the UK financial system or on those who are or may become policyholders

of members of C;”, and

(b) sub-paragraph (6) were omitted.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1D) para. 4A(1)-(4)(b): United Kingdom 

Law In Force

[ 4B.— Legal status

C must be—

(a) a body corporate (other than a limited liability partnership),

(b) a registered friendly society, or

(c) a member of Lloyd's.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1D) para. 4B(a)-(c): United Kingdom 

Financial Services and Markets Act 2000 Page 891
Law In Force

[ 4C.— Location of offices

(1) If C is a body corporate incorporated in the United Kingdom—

(a) C's head office, and

(b) if C has a registered office, that office,

must be in the United Kingdom.

(2) If C is not a body corporate but C's head office is in the United Kingdom, C must carry on

business in the United Kingdom.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1D) para. 4C(1)-(2): United Kingdom 

Law In Force

[ 4D.— Business to be conducted in a prudent manner

(1) The business of C must be conducted in a prudent manner.

(2) To satisfy the condition in sub-paragraph (1), C must in particular have appropriate financial

and non-financial resources.

(3) To have appropriate financial resources C must satisfy the following conditions—

(a) C's assets must be appropriate given C's liabilities, and

(b) the liquidity of C's resources must be appropriate given C's liabilities and when they

fall due or may fall due.

(4) To have appropriate non-financial resources C must satisfy the following conditions—

(a) C must be willing and able to value C's assets and liabilities appropriately,

(b) C must have resources to identify, monitor, measure and take action to remove or reduce

risks to the safety and soundness of C,

(c) C must have resources to identify, monitor, measure and take action to remove or reduce

risks to the accuracy of C's valuation of C's assets and liabilities,

(d) the effectiveness with which C's business is managed must meet a reasonable standard

of effectiveness, and

(e) C's non-financial resources must be sufficient to enable C to comply with—

(i) requirements imposed or likely to be imposed on C by the PRA in the exercise

of its functions, and

(ii) any other requirement in relation to whose contravention the PRA would be the

appropriate regulator for the purpose of any provision of Part 14 of this Act.

(5) The matters which are relevant in determining whether C satisfies the condition in sub-paragraph

(1) or (2) include—

Financial Services and Markets Act 2000 Page 892
(a) the nature (including the complexity) of the regulated activities that C carries on or

seeks to carry on;

(b) the nature and scale of the business carried on or to be carried on by C;

(c) the risks to the continuity of the services provided by, or to be provided by, C;

(d) the effect that the carrying on of the business of effecting or carrying out contracts of

insurance by C might be expected to have on the stability of the UK financial system or on

those who are or may become C's policyholders;

(e) the effect that C's failure or C being closed to new business might be expected to have

on the stability of the UK financial system or on those who are or may become C's

policyholders;

(f) C's membership of a group and any effect which that membership may have.

(6) C is “closed to new business” for the purposes of this paragraph if C has ceased to effect contracts

of insurance or has substantially reduced the number of such contracts which C effects.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1D) para. 4D(1)-(6): United Kingdom 

Law In Force

[ 4E.— Suitability

(1) C must be a fit and proper person, having regard to the PRA's objectives.

(2) The matters which are relevant in determining whether C satisfies the condition in sub-paragraph

(1) include—

(a) whether C has complied and is complying with requirements imposed by the PRA in

the exercise of its functions, or requests made by the PRA relating to the provision of

information to the PRA and, if C has so complied or is so complying, the manner of that

compliance;

(b) whether those who manage C's affairs have adequate skills and experience and have

acted and may be expected to act with probity.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1D) para. 4E(1)-(2)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 893
Law In Force

[ 4F.— Effective supervision

(1) C must be capable of being effectively supervised by the PRA.

(2) The matters which are relevant in determining whether C satisfies the condition in sub-paragraph

(1) include—

(a) the nature (including the complexity) of the regulated activities that C carries on or

seeks to carry on;

(b) the complexity of any products that C provides or will provide in carrying on those

activities;

(c) the way in which C's business is organised;

(d) if C is a member of a group, whether membership of the group is likely to prevent the

PRA's effective supervision of C;

(e) whether C is subject to consolidated supervision required under any of the relevant

directives;

(f) if C has close links with another person (“CL”)—

(i) the nature of the relationship between C and CL,

(ii) whether those links are or that relationship is likely to prevent the PRA's effective

supervision of C, and

(iii) if CL is subject to the laws, regulations or administrative provisions of a territory

which is not an EEA State (“the foreign provisions”), whether those foreign

provisions, or any deficiency in their enforcement, would prevent the PRA's effective

supervision of C.

(3) C has close links with CL if—

(a) CL is a parent undertaking of C,

(b) CL is a subsidiary undertaking of C,

(c) CL is a parent undertaking of a subsidiary undertaking of C,

(d) CL is a subsidiary undertaking of a parent undertaking of C,

(e) CL owns or controls 20% or more of the voting rights or capital of C, or

(f) C owns or controls 20% or more of the voting rights or capital of CL.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1D) para. 4F(1)-(3)(f): United Kingdom 

[ PART 1E

Part 4A permission: conditions for which the PRA is responsible in relation to other

PRA-authorised persons

]

1

Financial Services and Markets Act 2000 Page 894
Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Law In Force

[ 5A.— Introduction

If the person concerned (“D”) carries on, or is seeking to carry on, PRA-regulated activities which

do not consist of or include a regulated activity relating to—

(a) the effecting or carrying out of contracts of insurance,

(b) managing the underwriting capacity of a Lloyd's syndicate as a managing agent at

Lloyds, or

(c) arranging, by the Society, of deals in contracts of insurance written at Lloyd's,

the threshold conditions which are relevant to the discharge by the PRA of its functions in relation

to D are the conditions set out in paragraphs 5B to 5F.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1E) para. 5A(a)-(c): United Kingdom 

Law In Force

[ 5B.— Legal status

If D carries on or is seeking to carry on a regulated activity which consists of or includes accepting

deposits or issuing electronic money, D must be—

(a) a body corporate, or

(b) a partnership.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1E) para. 5B(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 895
Law In Force

[ 5C.— Location of offices

(1) If D is a body corporate incorporated in the United Kingdom—

(a) D's head office, and

(b) if D has a registered office, that office,

must be in the United Kingdom.

(2) If D is not a body corporate but D's head office is in the United Kingdom, D must carry on

business in the United Kingdom.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1E) para. 5C(1)-(2): United Kingdom 

Law In Force

[ 5D.— Business to be conducted in a prudent manner

(1) The business of D must be conducted in a prudent manner.

(2) To satisfy the condition in sub-paragraph (1), D must in particular have appropriate financial

and non-financial resources.

(3) To have appropriate financial resources D must satisfy the following conditions—

(a) D's assets must be appropriate given D's liabilities, and

(b) the liquidity of D's resources must be appropriate given D's liabilities and when they

fall due or may fall due.

(4) To have appropriate non-financial resources D must satisfy the following conditions—

(a) D must be willing and able to value D's assets and liabilities appropriately,

(b) D must have resources to identify, monitor, measure and take action to remove or reduce

risks to the safety and soundness of D,

(c) D must have resources to identify, monitor, measure and take action to remove or reduce

risks to the accuracy of D's valuation of D's assets and liabilities,

(d) the effectiveness with which D's business is managed must meet a reasonable standard

of effectiveness, and

(e) D's non-financial resources must be sufficient to enable D to comply with—

(i) requirements imposed or likely to be imposed on D by the PRA in the exercise

of its functions, and

(ii) any other requirement in relation to whose contravention the PRA would be the

appropriate regulator for the purpose of any provision of Part 14 of this Act.

(5) The matters which are relevant in determining whether D satisfies the condition in sub-paragraph

(1) or (2) include—

Financial Services and Markets Act 2000 Page 896
(a) the nature (including the complexity) of the regulated activities that D carries on or

seeks to carry on;

(b) the nature and scale of the business carried on or to be carried on by D;

(c) the risks to the continuity of the services provided or to be provided by D;

(d) the effect that the carrying on of the business carried on or to be carried on by D might

be expected to have on the stability of the UK financial system;

(e) the effect that D's failure might be expected to have on the stability of the UK financial

system;

(f) D's membership of a group and any effect which that membership may have.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1E) para. 5D(1)-(5)(f): United Kingdom 

Law In Force

[ 5E.— Suitability

(1) D must be a fit and proper person, having regard to the PRA's objectives.

(2) The matters which are relevant in determining whether D satisfies the condition in sub-paragraph

(1) include—

(a) whether D has complied and is complying with requirements imposed by the PRA in

the exercise of its functions, or requests made by the PRA relating to the provision of

information to the PRA and, if D has so complied or is so complying, the manner of that

compliance;

(b) whether those who manage D's affairs have adequate skills and experience and have

acted and may be expected to act with probity.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1E) para. 5E(1)-(2)(b): United Kingdom 

Law In Force

[ 5F.— Effective supervision

(1) D must be capable of being effectively supervised by the PRA.

Financial Services and Markets Act 2000 Page 897
(2) The matters which are relevant in determining whether D satisfies the condition in sub-paragraph

(1) include—

(a) the nature (including the complexity) of the regulated activities that D carries on or

seeks to carry on;

(b) the complexity of any products that D provides or will provide in carrying on those

activities;

(c) the way in which D's business is organised;

(d) if D is a member of a group, whether membership of the group is likely to prevent the

PRA's effective supervision of D;

(e) whether D is subject to consolidated supervision required under any of the relevant

directives;

(f) if D has close links with another person (“CL”)—

(i) the nature of the relationship between D and CL,

(ii) whether those links are or that relationship is likely to prevent the PRA's effective

supervision of D, and

(iii) if CL is subject to the laws, regulations or administrative provisions of a territory

which is not an EEA State (“the foreign provisions”), whether those foreign

provisions, or any deficiency in their enforcement, would prevent the PRA's effective

supervision of D.

(3) D has close links with CL if—

(a) CL is a parent undertaking of D,

(b) CL is a subsidiary undertaking of D,

(c) CL is a parent undertaking of a subsidiary undertaking of D,

(d) CL is a subsidiary undertaking of a parent undertaking of D,

(e) CL owns or controls 20% or more of the voting rights or capital of D, or

(f) D owns or controls 20% or more of the voting rights or capital of CL.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1E) para. 5F(1)-(3)(f): United Kingdom 

[ PART 1F

Authorisation under Schedule 3

]

1

Financial Services and Markets Act 2000 Page 898
Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Law In Force

[ 6A.— 

(1) In relation to an EEA firm qualifying for authorisation under Schedule 3 which carries on

PRA-regulated activities which consist of or include a regulated activity relating to the effecting

or carrying out of contracts of insurance—

(a) the conditions in paragraphs 3B to 3E apply so far as relevant to the discharge by the

FCA of its relevant functions, and

(b) the conditions in paragraphs 4B, 4D, 4E and 4F apply so far as relevant to the discharge

by the PRA of its relevant functions.

(2) In relation to an EEA firm qualifying for authorisation under Schedule 3 which carries on

PRA-regulated activities which do not consist of or include a regulated activity relating to the

effecting or carrying out of contracts of insurance—

(a) the conditions in paragraphs 3B to 3E apply so far as relevant to the discharge by the

FCA of its relevant functions, and

(b) the conditions in paragraphs 5B, 5D, 5E and 5F apply so far as relevant to the discharge

by the PRA of its relevant functions.

(3) In relation to an EEA firm qualifying for authorisation under Schedule 3 which carries on

regulated activities which do not consist of or include a PRA-regulated activity, the conditions in

paragraphs 2C, 2D, 2E and 2F apply so far as relevant to the discharge by the FCA of its relevant

functions.

(4) In this paragraph, “relevant functions”, in relation to the FCA or the PRA, means functions of

that regulator in relation to—

(a) an application for permission under Part 4A, or

(b) the exercise by that regulator of its own-initiative requirement power or own-initiative

variation power in relation to a Part 4A permission.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1F) para. 6A(1)-(4)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 899
[ PART 1G

Authorisation under Schedule 4

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Law In Force

[ 7A.— 

(1) In relation to a person who qualifies for authorisation under Schedule 4 who carries on

PRA-regulated activities which consist of or include a regulated activity relating to the effecting

or carrying out of contracts of insurance—

(a) the conditions in paragraphs 3B to 3E apply so far as relevant to the discharge by the

FCA of its relevant functions, and

(b) the conditions in paragraphs 4B, 4D, 4E and 4F apply so far as relevant to the discharge

by the PRA of its relevant functions.

(2) In relation to a person who qualifies for authorisation under Schedule 4 who carries on

PRA-regulated activities which do not consist of or include a regulated activity relating to the

effecting or carrying out of contracts of insurance—

(a) the conditions in paragraphs 3B to 3E apply so far as relevant to the discharge by the

FCA of its relevant functions, and

(b) the conditions in paragraphs 5B, 5D, 5E and 5F apply so far as relevant to the discharge

by the PRA of its relevant functions.

(3) In relation to a person who qualifies for authorisation under Schedule 4 who carries on regulated

activities which do not consist of or include a PRA-regulated activity, the conditions in paragraphs

2C, 2D, 2E and 2F apply so far as relevant to the discharge by the FCA of its relevant functions.

(4) In this paragraph, “relevant functions”, in relation to the FCA or the PRA, means functions of

that regulator in relation to—

(a) an application for an additional permission, or

(b) the exercise by that regulator of its own-initiative requirement power or own-initiative

variation power in relation to an additional permission.

]

1

Notes

1 Existing Sch.1 Pt I is substituted for a new Sch.1 Pt I consisting of para.1A, Sch.1 Pts 1B-1G are inserted and as

a result of this amendment Sch.1 Pt II is repealed by Financial Services and Markets Act 2000 (Threshold Conditions)

Order 2013/555 art.2(2) (April 1, 2013)

Extent

Sch. 6(1G) para. 7A(1)-(4)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 900
PART III

ADDITIONAL CONDITIONS

Law In Force

8.— 

(1) If this paragraph applies to the person concerned, he must, for the purposes of such provisions

of this Act as may be specified, satisfy specified additional conditions.

(2) This paragraph applies to a person who–

(a) has his head office outside the EEA; and

(b) appears to [such of the FCA or the PRA as may be specified, ]

1

 to be seeking to carry

on a regulated activity relating to insurance business.

(3) “Specified” means specified in, or in accordance with, an order made by the Treasury.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Sch.18(1) para.26 (April 1, 2013)

Commencement

Sch. 6(III) para. 8(1)-(3): February 25, 2001 for the purposes of making orders or regulations; September 3, 2001

otherwise (SI 2001/516 art. 2, Sch. 001(2) para. 1; SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 6(III) para. 8(1)-(3): United Kingdom 

R Repealed

9. [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.11(3) (April 1, 2013)

SCHEDULE 7

THE AUTHORITY AS COMPETENT AUTHORITY FOR PART VI

Section 72(2).

R Repealed

1. [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(k) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 901
R Repealed

2. [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(k) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

R Repealed

3. [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(k) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

R Repealed

4.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(k) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

R Repealed

5.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(k) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

R Repealed

6. [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(k) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

R Repealed

7. [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(k) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

R Repealed

8. [...]1

Financial Services and Markets Act 2000 Page 902
Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(k) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

SCHEDULE 8

TRANSFER OF FUNCTIONS UNDER PART VI

Section 72(3).

The power to transfer

R Repealed

1.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(l) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Supplemental

R Repealed

2.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(l) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

R Repealed

3. [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.16(14)(l) (January 24, 2013 for the purpose of making rules

as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 903
SCHEDULE 9

NON-LISTING PROSPECTUSES

Section 87(5).

R Repealed

1. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

2.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

3.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

4. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

5.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

6. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

7. [...]1

Financial Services and Markets Act 2000 Page 904
Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

SCHEDULE 10

COMPENSATION: EXEMPTIONS

Section 90(2) and (5).

Law In Force

Statements believed to be true

1.— 

(1) In this paragraph “statement” means–

(a) any untrue or misleading statement in listing particulars; or

(b) the omission from listing particulars of any matter required to be included by section

80 or 81.

(2) A person does not incur any liability under section 90(1) for loss caused by a statement if he

satisfies the court that, at the time when the listing particulars were submitted to the [ FCA ]

1

 , he

reasonably believed (having made such enquiries, if any, as were reasonable) that–

(a) the statement was true and not misleading, or

(b) the matter whose omission caused the loss was properly omitted,

and that one or more of the conditions set out in sub-paragraph (3) are satisfied.

(3) The conditions are that–

(a) he continued in his belief until the time when the securities in question were acquired;

(b) they were acquired before it was reasonably practicable to bring a correction to the

attention of persons likely to acquire them;

(c) before the securities were acquired, he had taken all such steps as it was reasonable for

him to have taken to secure that a correction was brought to the attention of those persons;

(d) he continued in his belief until after the commencement of dealings in the securities

following their admission to the official list and they were acquired after such a lapse of

time that he ought in the circumstances to be reasonably excused.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(13) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Sch. 10 para. 1(1)-(3)(d): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 10 para. 1(1)-(3)(d): United Kingdom 

Financial Services and Markets Act 2000 Page 905
Law In Force

Statements by experts

2.— 

(1) In this paragraph “statement” means a statement included in listing particulars which–

(a) purports to be made by, or on the authority of, another person as an expert; and

(b) is stated to be included in the listing particulars with that other person's consent.

(2) A person does not incur any liability under section 90(1) for loss in respect of any securities

caused by a statement if he satisfies the court that, at the time when the listing particulars were

submitted to the [ FCA ]

1

 , he reasonably believed that the other person–

(a) was competent to make or authorise the statement, and

(b) had consented to its inclusion in the form and context in which it was included,

and that one or more of the conditions set out in sub-paragraph (3) are satisfied.

(3) The conditions are that–

(a) he continued in his belief until the time when the securities were acquired;

(b) they were acquired before it was reasonably practicable to bring the fact that the expert

was not competent, or had not consented, to the attention of persons likely to acquire the

securities in question;

(c) before the securities were acquired he had taken all such steps as it was reasonable for

him to have taken to secure that that fact was brought to the attention of those persons;

(d) he continued in his belief until after the commencement of dealings in the securities

following their admission to the official list and they were acquired after such a lapse of

time that he ought in the circumstances to be reasonably excused.

Notes

1 Words substituted by Financial Services Act 2012 c. 21 Pt 2 s.16(13) (January 24, 2013 for the purpose of making

rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013 otherwise)

Commencement

Sch. 10 para. 2(1)-(3)(d): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 10 para. 2(1)-(3)(d): United Kingdom 

Law In Force

Corrections of statements

3.— 

(1) In this paragraph “statement”has the same meaning as in paragraph 1.

(2) A person does not incur liability under section 90(1) for loss caused by a statement if he satisfies

the court–

Financial Services and Markets Act 2000 Page 906
(a) that before the securities in question were acquired, a correction had been published in

a manner calculated to bring it to the attention of persons likely to acquire the securities;

or

(b) that he took all such steps as it was reasonable for him to take to secure such publication

and reasonably believed that it had taken place before the securities were acquired.

(3) Nothing in this paragraph is to be taken as affecting paragraph 1.

Commencement

Sch. 10 para. 3(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 10 para. 3(1)-(3): United Kingdom 

Law In Force

Corrections of statements by experts

4.— 

(1) In this paragraph “statement”has the same meaning as in paragraph 2.

(2) A person does not incur liability under section 90(1) for loss caused by a statement if he satisfies

the court–

(a) that before the securities in question were acquired, the fact that the expert was not

competent or had not consented had been published in a manner calculated to bring it to

the attention of persons likely to acquire the securities; or

(b) that he took all such steps as it was reasonable for him to take to secure such publication

and reasonably believed that it had taken place before the securities were acquired.

(3) Nothing in this paragraph is to be taken as affecting paragraph 2.

Commencement

Sch. 10 para. 4(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 10 para. 4(1)-(3): United Kingdom 

Law In Force

Official statements

5. 

A person does not incur any liability under section 90(1) for loss resulting from–

(a) a statement made by an official person which is included in the listing particulars, or

(b) a statement contained in a public official document which is included in the listing

particulars,

Financial Services and Markets Act 2000 Page 907
if he satisfies the court that the statement is accurately and fairly reproduced.

Commencement

Sch. 10 para. 5(a)-(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 10 para. 5(a)-(b): United Kingdom 

Law In Force

False or misleading information known about

6. 

A person does not incur any liability under section 90(1) or (4) if he satisfies the court that the

person suffering the loss acquired the securities in question with knowledge–

(a) that the statement was false or misleading,

(b) of the omitted matter, or

(c) of the change or new matter,

as the case may be.

Commencement

Sch. 10 para. 6(a)-(c): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 10 para. 6(a)-(c): United Kingdom 

Law In Force

Belief that supplementary listing particulars not called for

7. 

A person does not incur any liability under section 90(4) if he satisfies the court that he reasonably

believed that the change or new matter in question was not such as to call for supplementary listing

particulars.

Commencement

Sch. 10 para. 7: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 10 para. 7: United Kingdom 

Financial Services and Markets Act 2000 Page 908
Law In Force

Meaning of “expert”

8. 

“Expert”includes any engineer, valuer, accountant or other person whose profession, qualifications

or experience give authority to a statement made by him.

Commencement

Sch. 10 para. 8: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 10 para. 8: United Kingdom 

[ SCHEDULE 10A

LIABILITY OF ISSUERS IN CONNECTION WITH PUBLISHED INFORMATION

Section 90A

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

[ PART 1

SCOPE OF THIS SCHEDULE

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Law In Force

[ 1.— Securities to which this Schedule applies

(1) This Schedule applies to securities that are, with the consent of the issuer, admitted to trading

on a securities market, where—

(a) the market is situated or operating in the United Kingdom, or

(b) the United Kingdom is the issuer's home State.

(2) For the purposes of this Schedule—

Financial Services and Markets Act 2000 Page 909
(a) an issuer of securities is not taken to have consented to the securities being admitted to

trading on a securities market by reason only of having consented to their admission to

trading on another market as a result of which they are admitted to trading on the

first-mentioned market;

(b) an issuer who has accepted responsibility (to any extent) for any document prepared

for the purposes of the admission of the securities to trading on a securities market (such

as a prospectus or listing particulars) is taken to have consented to their admission to trading

on that market.

(3) For the purposes of this Schedule the United Kingdom is the home State of an issuer—

(a) in the case of securities in relation to which the transparency obligations directive

2

applies, if the United Kingdom is the home Member State for the purposes of that directive

(see Article 2.1 of the directive);

(b) in any other case, if the issuer has its registered office (or, if it does not have a registered

office, its head office) in the United Kingdom.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

2 As defined in section 103(1) of the Financial Services and Markets Act 2000, as amended by the Companies Act

2006 (c. 46), section 1265.

Extent

Sch. 10A(1) para. 1(1)-(3)(b): United Kingdom 

Law In Force

[ 2.— Published information to which this Schedule applies

(1) This Schedule applies to information published by the issuer of securities to which this Schedule

applies—

(a) by recognised means, or

(b) by other means where the availability of the information has been announced by the

issuer by recognised means.

(2) It is immaterial whether the information is required to be published (by recognised means or

otherwise).

(3) The following are “recognised means”—

(a) a recognised information service;

(b) other means required or authorised to be used to communicate information to the market

in question, or to the public, when a recognised information service is unavailable.

(4) A “recognised information service” means—

(a) in relation to a securities market situated or operating in the EEA, a service used for

the dissemination of information in accordance with Article 21 of the transparency obligations

directive;

Financial Services and Markets Act 2000 Page 910
(b) in relation to a securities market situated or operating outside the EEA, a service used

for the dissemination of information corresponding to that required to be disclosed under

that directive; or

(c) in relation to any securities market, any other service used by issuers of securities for

the dissemination of information required to be disclosed by the rules of the market.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Extent

Sch. 10A(1) para. 2(1)-(4)(c): United Kingdom 

[ PART 2

LIABILITY IN CONNECTION WITH PUBLISHED INFORMATION

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

[ Liability of issuer for misleading statement or dishonest omission ]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Law In Force

[ 3.— 

(1) An issuer of securities to which this Schedule applies is liable to pay compensation to a person

who—

(a) acquires, continues to hold or disposes of the securities in reliance on published

information to which this Schedule applies, and

(b) suffers loss in respect of the securities as a result of—

(i) any untrue or misleading statement in that published information, or

(ii) the omission from that published information of any matter required to be

included in it.

(2) The issuer is liable in respect of an untrue or misleading statement only if a person discharging

managerial responsibilities within the issuer knew the statement to be untrue or misleading or was

reckless as to whether it was untrue or misleading.

Financial Services and Markets Act 2000 Page 911
(3) The issuer is liable in respect of the omission of any matter required to be included in published

information only if a person discharging managerial responsibilities within the issuer knew the

omission to be a dishonest concealment of a material fact.

(4) A loss is not regarded as suffered as a result of the statement or omission unless the person

suffering it acquired, continued to hold or disposed of the relevant securities—

(a) in reliance on the information in question, and

(b) at a time when, and in circumstances in which, it was reasonable for him to rely on it.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Extent

Sch. 10A(2) para. 3(1)-(4)(b): United Kingdom 

Law In Force

[ 4. 

An issuer of securities to which this Schedule applies is not liable under paragraph 3 to pay

compensation to a person for loss suffered as a result of an untrue or misleading statement in, or

omission from, published information to which this Schedule applies if—

(a) the published information is contained in listing particulars or a prospectus (or

supplementary listing particulars or a supplementary prospectus), and

(b) the issuer is liable under section 90 (compensation for statements in listing particulars

or prospectus) to pay compensation to the person in respect of the statement or omission.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Extent

Sch. 10A(2) para. 4(a)-(b): United Kingdom 

[ Liability of issuer for dishonest delay in publishing information ]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Financial Services and Markets Act 2000 Page 912
Law In Force

[ 5.— 

(1) An issuer of securities to which this Schedule applies is liable to pay compensation to a person

who—

(a) acquires, continues to hold or disposes of the securities, and

(b) suffers loss in respect of the securities as a result of delay by the issuer in publishing

information to which this Schedule applies.

(2) The issuer is liable only if a person discharging managerial responsibilities within the issuer

acted dishonestly in delaying the publication of the information.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Extent

Sch. 10A(2) para. 5(1)-(2): United Kingdom 

[ Meaning of dishonesty ]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Law In Force

[ 6. 

For the purposes of paragraphs 3(3) and 5(2) a person's conduct is regarded as dishonest if (and

only if)—

(a) it is regarded as dishonest by persons who regularly trade on the securities market in

question, and

(b) the person was aware (or must be taken to have been aware) that it was so regarded.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Extent

Sch. 10A(2) para. 6(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 913
[ Exclusion of certain other liabilities]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Law In Force

[ 7.— 

(1) The issuer is not subject—

(a) to any liability other than that provided for by paragraph 3 in respect of loss suffered

as a result of reliance by any person on—

(i) an untrue or misleading statement in published information to which this Schedule

applies, or

(ii) the omission from any such published information of any matter required to be

included in it;

(b) to any liability other than that provided for by paragraph 5 in respect of loss suffered

as a result of delay in the publication of information to which this Schedule applies.

(2) A person other than the issuer is not subject to any liability, other than to the issuer, in respect

of any such loss.

(3) This paragraph does not affect—

(a) civil liability—

(i) under section 90 (compensation for statements in listing particulars or prospectus),

(ii) under rules made by virtue of section 954 of the Companies Act 2006

(compensation),

(iii) for breach of contract,

(iv) under the Misrepresentation Act 1967, or

(v) arising from a person's having assumed responsibility, to a particular person for

a particular purpose, for the accuracy or completeness of the information concerned;

(b) liability to a civil penalty; or

(c) criminal liability.

(4) This paragraph does not affect the powers conferred by sections 382 and 384 (powers of the

court to make a restitution order and of the Authority to require restitution).

(5) References in this paragraph to liability, in relation to a person, include a reference to another

person being entitled as against that person to be granted any civil remedy or to rescind or repudiate

an agreement.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Extent

Sch. 10A(2) para. 7(1)-(5): United Kingdom 

Financial Services and Markets Act 2000 Page 914
[ PART 3

SUPPLEMENTARY PROVISIONS

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

Law In Force

[ 8.— Interpretation

(1) In this Schedule—

(a) “securities” means transferable securities within the meaning of Article 4.1.18 of the

markets in financial instruments directive

2

, other than money-market instruments as defined

in Article 4.1.19 of that directive that have a maturity of less than 12 months (and includes

instruments outside the EEA);

(b) “securities market” means—

(i) a regulated market as defined in Article 4.1.14 of the markets in financial

instruments directive,

(ii) a multilateral trading facility as defined in Article 4.1.15 of the markets in

financial instruments directive, or

(iii) a market or facility of a corresponding description outside the EEA.

(2) References in this Schedule to the issuer of securities are—

(a) in relation to a depositary receipt, derivative instrument or other financial instrument

representing securities where the issuer of the securities represented has consented to the

admission of the instrument to trading as mentioned in paragraph 1(1), to the issuer of the

securities represented;

(b) in any other case, to the person who issued the securities.

(3) References in this Schedule to the acquisition or disposal of securities include—

(a) acquisition or disposal of any interest in securities, or

(b) contracting to acquire or dispose of securities or of any interest in securities,

except where what is acquired or disposed of (or contracted to be acquired or disposed of) is a

depositary receipt, derivative instrument or other financial instrument representing securities.

(4) References to continuing to hold securities have a corresponding meaning.

(5) For the purposes of this Schedule the following are persons “discharging managerial

responsibilities” within an issuer—

(a) any director of the issuer (or person occupying the position of director, by whatever

name called);

(b) in the case of an issuer whose affairs are managed by its members, any member of the

issuer;

(c) in the case of an issuer that has no persons within paragraph (a) or (b), any senior

executive of the issuer having responsibilities in relation to the information in question or

its publication.

Financial Services and Markets Act 2000 Page 915
(6) The following definitions (which apply generally for the purposes of Part 6 of this Act) do not

apply for the purposes of this Schedule:

(a) section 102A(1), (2) and (6) (meaning of “securities” and “issuer”)3;

(b) section 102C (meaning of “home State”in relation to transferable securities).

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010/1192 Sch.1 para.1

(October 1, 2010: insertion has effect subject to transitional provisions specified in SI 2010/1192, reg.3)

2 As defined in section 425(1)(a) of, and paragraph 46 of Schedule 3 to the Financial Services and Markets Act

2000, as amended by regulations 2 and 13 of the Financial Services and Markets Act 2000 (Markets in Financial

Instruments)(Modification of Powers) Regulations 2006(S.I.2006/2975).

3

Sections 102A to 102C and 103 were substituted for section 103 as originally enacted by regulation 2(1) of and

paragraph 1 of Schedule 11 to the Prospectus Regulations 2005(S.I. 2005/1433).

Extent

Sch. 10A(3) para. 8(1)-(6)(b): United Kingdom 

SCHEDULE 11

OFFERS OF SECURITIES

Section 103(6).

R Repealed

1.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

2.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

3. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

4.— [...]1

Financial Services and Markets Act 2000 Page 916
Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

5. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

6.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

7. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

8.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

9.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

10.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

11.— [...]1

Financial Services and Markets Act 2000 Page 917
Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

12.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

13. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

14.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

15. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

16.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

17.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

18. [...]1

Financial Services and Markets Act 2000 Page 918
Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

19. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

20.— [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

21. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

22. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

23. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

24. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

24A. [...]1

Financial Services and Markets Act 2000 Page 919
Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

R Repealed

25. [...]1

Notes

1 Repealed by Prospectus Regulations 2005/1433 Sch.1 para.16 (July 1, 2005)

[ SCHEDULE 11A

TRANSFERABLE SECURITIES

Section 85(5)(a)

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

[ PART 1

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

Law In Force

[ 1. 

Units (within the meaning in section 237(2)) in an open-ended collective investment scheme.

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

Extent

Sch. 11A(I) para. 1: United Kingdom 

Law In Force

[ 2. 

Non-equity transferable securities issued by

Financial Services and Markets Act 2000 Page 920
(a) the government of an EEA State;

(b) a local or regional authority of an EEA State;

(c) a public international body of which an EEA State is a member;

(d) the European Central Bank;

(e) the central bank of an EEA State.

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

Extent

Sch. 11A(I) para. 2(a)-(e): United Kingdom 

Law In Force

[ 3. 

Shares in the share capital of the central bank of an EEA State.

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

Extent

Sch. 11A(I) para. 3: United Kingdom 

Law In Force

[ 4. 

Transferable securities unconditionally and irrevocably guaranteed by the government, or a local

or regional authority, of an EEA State.

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

Extent

Sch. 11A(I) para. 4: United Kingdom 

Law In Force

[ 5.— 

(1) Non-equity transferable securities, issued in a continuous or repeated manner by a credit

institution, which satisfy the conditions in sub-paragraph (2).

(2) The conditions are that the transferable securities—

(a) are not subordinated, convertible or exchangeable;

Financial Services and Markets Act 2000 Page 921
(b) do not give a right to subscribe to or acquire other types of securities and are not linked

to a derivative instrument;

(c) materialise reception of repayable deposits; and

(d) are covered by a deposit guarantee under directive 94/19/EC of the European Parliament

and of the Council on deposit-guarantee schemes.

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

Extent

Sch. 11A(I) para. 5(1)-(2)(d): United Kingdom 

Law In Force

[ 6. 

Non-fungible shares of capital—

(a) the main purpose of which is to provide the holder with a right to occupy any immoveable

property, and

(b) which cannot be sold without that right being given up.

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

Extent

Sch. 11A(I) para. 6(a)-(b): United Kingdom 

[ PART 2

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

Law In Force

[ 7.— 

(1) Transferable securities issued by a body specified in sub-paragraph (2) if, and only if, the

proceeds of the offer of the transferable securities to the public will be used solely for the purposes

of the issuer's objectives.

(2) The bodies are

(a) a charity [ —]

2

[ (i) as defined by section 1(1) of the Charities Act 2011, or ]

2

Financial Services and Markets Act 2000 Page 922
(ii) [ within the meaning of ]

2

section 35 of the Charities Act (Northern Ireland)

1964 (c. 33 (N.I.));

[ (b) a body entered in the Scottish Charity Register; ]

3

(c) a housing association within the meaning of—

(i) section 5(1) of the Housing Act 1985 (c. 68),

(ii) section 1 of the Housing Associations Act 1985 (c. 69), or

(iii) Article 3 of the Housing (Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I.

15));

(d) an industrial and provident society registered in accordance with—

(i) section 1(2)(b) of the Industrial and Provident Societies Act 1965 (c. 12), or

(ii) section 1(2)(b) of the Industrial and Provident Societies Act (Northern Ireland)

1969 (c. 24 (N.I.));

(e) a non-profit making association or body recognised by an EEA State with objectives

similar to those of a body falling within any of sub-paragraphs (a) to (d).

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

2 Words substituted by Charities Act 2011 c. 25 Sch.7(2) para.86 (March 14, 2012: substitution has effect subject

to transitional provisions and savings specified in 2011 c.25 Sch.7 para.2 and Sch.8)

3

Substituted by Charities and Trustee Investment (Scotland) Act 2005 (Consequential Provisions and Modifications)

Order 2006/242 Sch.1(1) para.7 (April 1, 2006)

Extent

Sch. 11A(II) para. 7(1)-(2)(e): United Kingdom 

Law In Force

[ 8.— 

(1) Non-equity transferable securities, issued in a continuous or repeated manner by a credit

institution, which satisfy the conditions in sub-paragraph (2).

(2) The conditions are—

[ (a) that the total consideration for the transferable securities being offered in the EEA

States is less than 75,000,000 euros (or an equivalent amount); and ]

2

(b) those mentioned in paragraph 5(2)(a) and (b).

(3) In determining whether sub-paragraph (2)(a) 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 sub-paragraph (2)(a).

(4) For the purposes of this paragraph, 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.

Financial Services and Markets Act 2000 Page 923
(5) 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.

(6) “Credit institution” means a credit institution as defined in [ Article 4(1) ]

3

 of the banking

consolidation directive.

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

2

Substituted by Prospectus Regulations 2012/1538 reg.2(4)(a) (July 1, 2012)

3 Word substituted by Electronic Money Regulations 2011/99 Sch.4(1) para.2(7) (February 9, 2011)

Extent

Sch. 11A(II) para. 8(1)-(6): United Kingdom 

Law In Force

[ 9.— 

(1) Transferable securities included in an offer where [ [ the total consideration for the transferable

securities being offered in the EEA States]

3

 is less than 5,000,000 euros (or an equivalent amount)

]

2

 .

(2) Sub-paragraphs (3) to (5) of paragraph 8 apply for the purposes of this paragraph but with the

references in sub-paragraph (3) to “sub-paragraph (2)(a)” being read as references to “paragraph

9(1)”.

]

1

Notes

1 Added by Prospectus Regulations 2005/1433 Sch.2 para.1 (July 1, 2005)

2 Words substituted by Prospectus Regulations 2011/1668 reg.1(3) (July 31, 2011)

3 Words substituted by Prospectus Regulations 2012/1538 reg.2(5) (July 1, 2012)

Extent

Sch. 11A(II) para. 9(1)-(2): United Kingdom 

[ SCHEDULE 11B

CONNECTED PERSONS

Section 96B(2)

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Financial Services and Markets Act 2000 Page 924
[ PART 1

MEANING OF “CONNECTED PERSON”

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Law In Force

[ 1.— Introduction

(1) In this Schedule “manager” means a person discharging managerial responsibilities within an

issuer.

(2) This Schedule defines what is meant by references in the provisions of this Part relating to

disclosure rules to a person being “connected” with a manager (or a manager being “connected”

with a person).

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Extent

Sch. 11B(1) para. 1(1)-(2): United Kingdom 

Law In Force

[ 2.— Meaning of “connected person”

(1) The following persons (and only those persons) are connected with a manager—

(a) members of the manager's family (see paragraph 3);

(b) a body corporate with which the manager is associated (as defined in paragraph 4);

(c) a person acting in his capacity as trustee of a trust—

(i) the beneficiaries of which include the manager or a person who by virtue of

paragraph (a) or (b) is connected with him, or

(ii) the terms of which confer a power on the trustees that may be exercised for the

benefit of the manager or any such person,

other than a trust for the purposes of an employees' share scheme or a pension scheme;

(d) a person acting in his capacity as partner—

(i) of the manager, or

(ii) of a person who, by virtue of paragraph (a), (b) or (c), is connected with that

manager;

(e) a firm that is a legal person under the law by which it is governed and in which—

(i) the manager is a partner,

Financial Services and Markets Act 2000 Page 925
(ii) a partner is a person who, by virtue of paragraph (a), (b) or (c) is connected

with the manager, or

(iii) a partner is a firm in which the manager is a partner or in which there is a

partner who, by virtue of paragraph (a), (b) or (c), is connected with the director.

(2) References to a person connected with a manager do not include a person who is also a manager

of the issuer in question.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Extent

Sch. 11B(1) para. 2(1)-(2): United Kingdom 

Law In Force

[ 3.— Family members

(1) This paragraph defines what is meant by references to members of a manager's family.

(2) The members of a manager's family are—

(a) the manager's spouse or civil partner;

(b) any relative of the manager who, on the date of the transaction in question, has shared

the same household as the manager for at least 12 months;

(c) the manager's children or step-children under the age of 18.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Extent

Sch. 11B(1) para. 3(1)-(2)(c): United Kingdom 

Law In Force

[ 4.— Associated bodies corporate

(1) This paragraph defines what is meant by a manager being “associated” with a body corporate.

(2) A manager is associated with a body corporate if, but only if—

(a) the manager, or a person connected with the manager, is a director or senior executive

who has the power to make management decisions affecting the future development and

business prospects of the body corporate; or

(b) the manager and the persons connected with the manager together—

(i) are interested in shares comprised in the equity share capital of that body

corporate of a nominal value equal to at least 20% of that share capital, or

Financial Services and Markets Act 2000 Page 926
(ii) are entitled to exercise or control the exercise of more than 20% of the voting

power at any general meeting of that body.

(3) The rules set out in Part 2 of this Schedule (references to interest in shares or debentures) apply

for the purposes of this paragraph.

(4) References in this paragraph to voting power the exercise of which is controlled by a manager

include voting power whose exercise is controlled by a body corporate controlled by the manager.

(5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are

disregarded for the purposes of this paragraph.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Extent

Sch. 11B(1) para. 4(1)-(5): United Kingdom 

Law In Force

[ 5.— Control of a body corporate

(1) This paragraph defines what is meant by a manager “controlling” a body corporate.

(2) A manager is taken to control a body corporate if, but only if—

(a) the manager or a person connected with the manager—

(i) is interested in any part of the equity share capital of that body, or

(ii) is entitled to exercise or control the exercise of any part of the voting power at

any general meeting of that body, and

(b) the manager, the persons connected with the manager and the other managers of the

issuer in question, together—

(i) are interested in more than 50% of that share capital, or

(ii) are entitled to exercise or control the exercise of more than 50% of that voting

power.

(3) The rules set out in Part 2 of this Schedule (references to interest in shares or debentures) apply

for the purposes of this paragraph.

(4) References in this paragraph to voting power the exercise of which is controlled by a manager

include voting power whose exercise is controlled by a body corporate controlled by the manager.

(5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are

disregarded for the purposes of this paragraph.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Financial Services and Markets Act 2000 Page 927
Extent

Sch. 11B(1) para. 5(1)-(5): United Kingdom 

Law In Force

[ 6. Supplementary provisions

For the purposes of paragraphs 4 and 5 (associated bodies corporate and control of a body

corporate)—

(a) a body corporate with which a manager is associated is not treated as connected with

that manager unless it is also connected with that manager by virtue of sub-paragraph (1)(c)

or (d) of that paragraph (connection as trustee or partner); and

(b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate

with which a manager is associated is not treated as connected with a manager by reason

only of that fact.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Extent

Sch. 11B(1) para. 6(a)-(b): United Kingdom 

[ PART 2

CONNECTED PERSONS: REFERENCES TO AN INTEREST IN SHARES OR

DEBENTURES

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Law In Force

[ 7.— Introduction

(1) The provisions of this Part of this Schedule have effect for the interpretation of references in

paragraphs 4 and 5 (associated bodies corporate and control of a body corporate) to an interest in

shares or debentures.

(2) The provisions are expressed in relation to shares but apply to debentures as they apply to shares.

]

1

Financial Services and Markets Act 2000 Page 928
Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Extent

Sch. 11B(2) para. 7(1)-(2): United Kingdom 

Law In Force

[ 8.— General provisions

(1) A reference to an interest in shares includes any interest of any kind whatsoever in shares.

(2) Any restraints or restrictions to which the exercise of any right attached to the interest is or may

be subject shall be disregarded.

(3) It is immaterial that the shares in which a person has an interest are not identifiable.

(4) Persons having a joint interest in shares are deemed each of them to have that interest.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Extent

Sch. 11B(2) para. 8(1)-(4): United Kingdom 

Law In Force

[ 9.— Rights to acquire shares

(1) A person who enters into a contract to acquire shares is taken to have an interest in the shares.

(2) A person who—

(a) has a right to call for delivery of shares to the person or to the person's order, or

(b) has a right to acquire an interest in shares or is under an obligation to take an interest

in shares,

is taken to have an interest in the shares, whether the right or obligation is conditional or absolute.

(3) Rights or obligations to subscribe for shares are not to be taken for the purposes of sub-paragraph

(2) to be rights to acquire or obligations to take an interest in shares.

(4) A person (“A”) ceases to have an interest in shares by virtue of this paragraph—

(a) on the shares being delivered to another person at A's order—

(i) in fulfilment of a contract for their acquisition by A, or

(ii) in satisfaction of a right of A's to call for their delivery;

(b) on a failure to deliver the shares in accordance with the terms of such a contract or on

which such a right falls to be satisfied;

(c) on the lapse of A's right to call for the delivery of shares.

Financial Services and Markets Act 2000 Page 929
]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Extent

Sch. 11B(2) para. 9(1)-(4)(c): United Kingdom 

Law In Force

[ 10.— Right to exercise or control exercise of rights

(1) A person who, not being the registered holder, is entitled—

(a) to exercise any right conferred by the holding of the shares, or

(b) to control the exercise of any such right.

is taken to have an interest in the shares.

(2) For this purpose a person is taken to be entitled to exercise or control the exercise of a right

conferred by the holding of shares who—

(a) has a right (whether subject to conditions or not) the exercise of which would make the

person so entitled, or

(b) is under an obligation (whether or not so subject) the fulfilment of which would make

the person so entitled.

(3) A person who—

(a) has been appointed a proxy to exercise any of the rights attached to the shares, or

(b) has been appointed by a body corporate to act as its representative at any meeting of a

company or of any class of its members,

is not, by reason only of that fact, to be taken by virtue of this paragraph to be interested in the

shares.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Extent

Sch. 11B(2) para. 10(1)-(3)(b): United Kingdom 

Law In Force

[ 11.— Bodies corporate

(1) A person is taken to be interested in shares if a body corporate is interested in them and—

(a) the body corporate or its directors are accustomed to act in accordance with the person's

directions or instructions, or

(b) the person is entitled to exercise or control the exercise of more than one-half of the

voting power at general meetings of the body corporate.

Financial Services and Markets Act 2000 Page 930
(2) For the purposes of sub-paragraph (1)(b) where—

(a) a person is entitled to exercise or control the exercise of more than one-half of the voting

power at general meetings of a body corporate, and

(b) that body corporate is entitled to exercise or control the exercise of any of the voting

power at general meetings of another body corporate,

the voting power mentioned in paragraph (b) above is taken to be exercisable by that person.

]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

Extent

Sch. 11B(2) para. 11(1)-(2)(b): United Kingdom 

Law In Force

[ 12.— Trusts

(1) Where an interest in shares is comprised in property held on trust, every beneficiary of the trust

is taken to have an interest in shares, subject as follows.

(2) So long as a person is entitled to receive, during the lifetime of that person or another, income

from trust property comprising shares, an interest in the shares in reversion or remainder or (as

regards Scotland) in fee shall be disregarded.

(3) A person is treated as not interested in shares if and so long as the person holds them—

(a) under the law in force in any part of the United Kingdom, as a bare trustee or as a

custodian trustee, or

(b) under the law in force in Scotland, as a simple trustee.

(4) There shall be disregarded any interest of a person subsisting by virtue of—

(a) an authorised unit trust scheme (within the meaning of section 237 (other definitions));

(b) a scheme made under section 22 or 22A of the Charities Act 1960 (c. 58), section 25

of the Charities Act (Northern Ireland) 1964 (c. 33 (N.I.)) [section 24 or 25 of the Charities

Act 1993 or section 96 or 100 of the Charities Act 2011 ]

2

, section 11 of the Trustee

Investments Act 1961 (c. 62) or section 42 of the Administration of Justice Act 1982 (c.

53); or

(c) the scheme set out in the Schedule to the Church Funds Investment Measure 1958 (1958

No. 1).

(5) There shall be disregarded any interest—

(a) of the Church of Scotland General Trustees or of the Church of Scotland Trust in shares

held by them;

(b) of any other person in shares held by those Trustees or that Trust otherwise than as

simple trustees.

“The Church of Scotland General Trustees” are the body incorporated by the order confirmed by

the Church of Scotland (General Trustees) Order Confirmation Act 1921 (1921 c. xxv), and “the

Church of Scotland Trust” is the body incorporated by the order confirmed by the Church of Scotland

Trust Order Confirmation Act 1932 (1932 c. xxi).

Financial Services and Markets Act 2000 Page 931
]

1

Notes

1 Added by Financial Services and Markets Act 2000 (Amendment) Regulations 2009/2461 Sch.1 para.1 (October

1, 2009)

2 Words substituted by Charities Act 2011 c. 25 Sch.7(2) para.87 (March 14, 2012: substitution has effect subject

to transitional provisions and savings specified in 2011 c.25 Sch.7 para.2 and Sch.8)

Extent

Sch. 11B(2) para. 12(1)-(5)(b): United Kingdom 

SCHEDULE 12

TRANSFER SCHEMES: CERTIFICATES

Sections 111(2) and 115

PART I

INSURANCE BUSINESS TRANSFER SCHEMES

Law In Force

1.— 

(1) For the purposes of section 111(2) the appropriate certificates, in relation to an insurance business

transfer scheme, are–

(a) a certificate under paragraph 2;

(b) if sub-paragraph (2) applies, a certificate under paragraph 3;

(c) if sub-paragraph (3) applies, a certificate under paragraph 4;

(d) if sub-paragraph (4) applies, a certificate under paragraph 5 [ ; ]

1

[ (e) if sub-paragraph (5) applies, the certificates under paragraph 5A. ]

1

(2) This sub-paragraph applies if–

(a) the authorised person concerned is a UK authorised person which has received

authorisation under [ Article 4 of the life assurance consolidation directive or Article 6 ]

2

of the first non-life insurance directive from [ the appropriate regulator ]

3

 ; and

(b) the establishment from which the business is to be transferred under the proposed

insurance business transfer scheme is in an EEA State other than the United Kingdom.

(3) This sub-paragraph applies if–

(a) the authorised person concerned has received authorisation under [ [ Article 4 or Article

51 ]

5

 of the life assurance consolidation directive ]

4

 from [ the appropriate regulator ]

3

 ;

(b) the proposed transfer relates to business which consists of the effecting or carrying out

of contracts of long-term insurance; and

(c) as regards any policy which is included in the proposed transfer and which evidences

a contract of insurance (other than reinsurance), an EEA State other than the United Kingdom

is the State of the commitment.

Financial Services and Markets Act 2000 Page 932
(4) This sub-paragraph applies if–

(a) the authorised person concerned has received authorisation under [ Article 6 or Article

23 ]

6

 of the first non-life insurance directive from [ the appropriate regulator ]

3

 ;

(b) the business to which the proposed insurance business transfer scheme relates is business

which consists of the effecting or carrying out of contracts of general insurance; and

(c) as regards any policy which is included in the proposed transfer and which evidences

a contract of insurance (other than reinsurance), the risk is situated in an EEA State other

than the United Kingdom.

[ (5) This sub-paragraph applies if—

(a) the authorised person concerned has received authorisation under Article 23 of the first

non-life insurance directive or Article 51 of the life assurance consolidation directive from

[ the appropriate regulator ]

3

 ; and

(b) the proposed transfer is to a branch or agency, in an EEA State other than the United

Kingdom, authorised under the same Article.

]

7

Notes

1 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(5)(a) (December 10, 2007)

2 Words substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379

Pt 2 reg.6(7)(a)(i) (January 11, 2005)

3 Words substituted by Financial Services Act 2012 c. 21 Sch.6 para.10 (April 1, 2013 as SI 2013/423)

4 Words substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379

Pt 2 reg.6(7)(a)(ii) (January 11, 2005)

5 Words inserted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(5)(b) (December 10, 2007)

6 Words inserted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(5)(c) (December 10, 2007)

7 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(5)(d) (December 10, 2007)

Commencement

Sch. 12(I) para. 1(1)-(4)(c): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 12(I) para. 1(1)-(5)(b): United Kingdom 

Law In Force

Certificates as to margin of solvency

2.— 

(1) A certificate under this paragraph is to be given–

(a) by the relevant authority; or

(b) in a case in which there is no relevant authority, by the [ appropriate regulator ]

1

 .

(2) A certificate given under sub-paragraph (1)(a) is one certifying that, taking the proposed transfer

into account–

(a) the transferee possesses, or will possess before the scheme takes effect, the necessary

margin of solvency; or

Financial Services and Markets Act 2000 Page 933
(b) there is no necessary margin of solvency applicable to the transferee.

(3) A certificate under sub-paragraph (1)(b) is one certifying that [ appropriate regulator ]

2

 has

received from the authority which it considers to be the authority responsible for supervising persons

who effect or carry out contracts of insurance in the place to which the business is to be transferred

[ certification ]

3

 that, taking the proposed transfer into account–

(a) the transferee possesses or will possess before the scheme takes effect the margin of

solvency required under the law applicable in that place; or

(b) there is no such margin of solvency applicable to the transferee.

(4) “Necessary margin of solvency” means the margin of solvency required in relation to the

transferee, taking the proposed transfer into account, under the law which it is the responsibility

of the relevant authority to apply.

(5) “Margin of solvency” means the excess of the value of the assets of the transferee over the

amount of its liabilities.

(6) “Relevant authority” means–

(a) if the transferee is an EEA firm falling within [ paragraph 5(d) or (da) of Schedule 3 ]

4

,

its home state regulator;

[ (aa) if the transferee is a non-EEA branch, the competent authorities of the EEA State in

which the transferee is situated or, where appropriate, the competent authorities of an EEA

State which supervises the state of solvency of the entire business of the transferee's agencies

and branches within the EEA in accordance with Article 26 of the first non-life insurance

directive or Article 56 of the life assurance consolidation directive; ]

5

(b) if the transferee is a Swiss general insurer, the authority responsible in Switzerland for

supervising persons who effect or carry out contracts of insurance;

(c) if the transferee is an authorised person not falling within [ paragraph (a), (aa) ]

6

 or

(b) [—]

7

[ (i) the PRA, if the transferee is a PRA-authorised person with a Part 4A permission or

with permission under Schedule 4;

(ii) the FCA, if the transferee is a person with a Part 4A permission or with permission

under Schedule 4 but is not a PRA-authorised person. ]

7

(7) In sub-paragraph (6), any reference to a transferee of a particular description includes a reference

to a transferee who will be of that description if the proposed scheme takes effect.

[ (7A) “Competent authorities”has the same meaning as in the insurance directives. ]

8

(8) “Swiss general insurer” means a body–

(a) whose head office is in Switzerland;

(b) which has permission to carry on regulated activities consisting of the effecting and

carrying out of contracts of general insurance; and

(c) whose permission is not restricted to the effecting or carrying out of contracts of

reinsurance.

[ (9) “Non-EEA branch” means a branch or agency which has received authorisation under Article

23 of the first non-life insurance directive or Article 51 of the life assurance consolidation

directive. ]

9

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.11(2)(a) (April 1, 2013)

Financial Services and Markets Act 2000 Page 934
2 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.11(2)(b) (April 1, 2013)

3 Word inserted by Financial Services Act 2012 c. 21 Sch.6 para.11(3) (April 1, 2013)

4 Words inserted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(5)(e)(i) (December 10, 2007)

5 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(5)(e)(ii) (December 10, 2007)

6 Words substituted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(5)(e)(iii) (December 10, 2007)

7 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.11(4) (April 1, 2013)

8 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(5)(e)(iv) (December 10, 2007)

9 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(5)(e)(v) (December 10, 2007)

Commencement

Sch. 12(I) para. 2(1)-(8)(c): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 12(I) para. 2(1)-(9): United Kingdom 

Law In Force

Certificates as to consent

3. 

A certificate under this paragraph is one given by the [ appropriate regulator ]

1

 and certifying that

the host State regulator has been notified of the proposed scheme and that–

(a) that regulator has responded to the notification; or

(b) that it has not responded but the period of three months beginning with the notification

has elapsed.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.12 (April 1, 2013)

Commencement

Sch. 12(I) para. 3(a)-(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 12(I) para. 3(a)-(b): United Kingdom 

Law In Force

Certificates as to long-term business

4. 

A certificate under this paragraph is one given by the [ appropriate regulator ]

1

 and certifying that

the authority responsible for supervising persons who effect or carry out contracts of insurance in

the State of the commitment has been notified of the proposed scheme and that–

(a) that authority has consented to the proposed scheme; or

Financial Services and Markets Act 2000 Page 935
(b) the period of three months beginning with the notification has elapsed and that authority

has not refused its consent.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.13 (April 1, 2013)

Commencement

Sch. 12(I) para. 4(a)-(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 12(I) para. 4(a)-(b): United Kingdom 

Law In Force

Certificates as to general business

5. 

A certificate under this paragraph is one given by the [ appropriate regulator ]

1

 and certifying that

the authority responsible for supervising persons who effect or carry out contracts of insurance in

the EEA State in which the risk is situated has been notified of the proposed scheme and that–

(a) that authority has consented to the proposed scheme; or

(b) the period of three months beginning with the notification has elapsed and that authority

has not refused its consent.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.14 (April 1, 2013)

Commencement

Sch. 12(I) para. 5(a)-(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 12(I) para. 5(a)-(b): United Kingdom 

Law In Force

[ 5A.— Certificates as to legality and as to consent

(1) The certificates under this paragraph are to be given—

(a) in the case of the certificate under sub-paragraph (2), by [ the appropriate regulator ]

2

;

(b) in the case of the certificate under sub-paragraph (3), by the relevant authority.

(2) A certificate given under this sub-paragraph is one certifying that the relevant authority has

been notified of the proposed scheme and that—

(a) the relevant authority has consented to the proposed scheme; or

Financial Services and Markets Act 2000 Page 936
(b) the period of three months beginning with the notification has elapsed and that relevant

authority has not refused its consent.

(3) A certificate given under this sub-paragraph is one certifying that the law of the EEA State in

which the transferee is set up permits such a transfer.

(4) “Relevant authority” means the competent authorities (within the meaning of the insurance

directives) of the EEA State in which the transferee is set up.

]

1

Notes

1 Added by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(5)(f) (December 10, 2007)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.6 para.15 (April 1, 2013)

Extent

Sch. 12(I) para. 5A(1)-(4): United Kingdom 

Law In Force

Interpretation of Part I

6.— 

(1) “State of the commitment”, in relation to a commitment entered into at any date, means–

(a) if the policyholder is an individual, the State in which he had his habitual residence at

that date;

(b) if the policyholder is not an individual, the State in which the establishment of the

policyholder to which the commitment relates was situated at that date.

(2) “Commitment” means a commitment represented by contracts of insurance of a prescribed

class.

(3) References to the EEA State in which a risk is situated are–

(a) if the insurance relates to a building or to a building and its contents (so far as the

contents are covered by the same policy), to the EEA State in which the building is situated;

(b) if the insurance relates to a vehicle of any type, to the EEA State of registration;

(c) in the case of policies of a duration of four months or less covering travel or holiday

risks (whatever the class concerned), to the EEA State in which the policyholder took out

the policy;

(d) in a case not covered by paragraphs (a) to (c)–

(i) if the policyholder is an individual, to the EEA State in which he has his habitual

residence at the date when the contract is entered into; and

(ii) otherwise, to the EEA State in which the establishment of the policyholder to

which the policy relates is situated at that date.

[ (4) If the insurance relates to a vehicle dispatched from one EEA State to another, in respect of

the period of 30 days beginning with the day on which the purchaser accepts delivery a reference

to the EEA State in which a risk is situated is a reference to the State of destination (and not, as

provided by sub-paragraph (3)(b), to the State of registration). ]

1

Financial Services and Markets Act 2000 Page 937
Notes

1 Added by Financial Services and Markets Act 2000 (Motor Insurance) Regulations 2007/2403 reg.2(2) (September

5, 2007)

Commencement

Sch. 12(I) para. 6(1)-(1)(b), (3)-(3)(d)(ii): December 1, 2001 (SI 2001/3538 art. 2(1))

Sch. 12(I) para. 6(2): February 25, 2001 (SI 2001/516 art. 2(a), Sch. 001(1) para. 1)

Extent

Sch. 12(I) para. 6(1)-(4): United Kingdom 

PART II

BANKING BUSINESS TRANSFER SCHEMES

Law In Force

7.— 

(1) For the purposes of section 111(2) the appropriate certificates, in relation to a banking business

transfer scheme, are–

(a) a certificate under paragraph 8; and

(b) if sub-paragraph (2) applies, a certificate under paragraph 9.

(2) This sub-paragraph applies if the authorised person concerned or the transferee is an EEA firm

falling within paragraph 5(b) of Schedule 3.

Commencement

Sch. 12(II) para. 7(1)-(2): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 12(II) para. 7(1)-(2): United Kingdom 

Law In Force

Certificates as to financial resources

8.— 

(1) A certificate under this paragraph is one given by the relevant authority and certifying that,

taking the proposed transfer into account, the transferee possesses, or will possess before the scheme

takes effect, adequate financial resources.

(2) “Relevant authority” means–

[ (a) if the transferee is a PRA-authorised person with a Part 4A permission or with

permission under Schedule 4, the PRA;

Financial Services and Markets Act 2000 Page 938
(aa) if the transferee is a person with Part 4A permission or with permission under Schedule

4 but is not a PRA-authorised person, the FCA; ]

1

(b) if the transferee is an EEA firm falling within paragraph 5(b) of Schedule 3, its home

state regulator;

(c) if the transferee does not fall within paragraph (a) [ , (aa) ]

2

 or (b), the authority

responsible for the supervision of the transferee's business in the place in which the transferee

has its head office.

(3) In sub-paragraph (2), any reference to a transferee of a particular description of person includes

a reference to a transferee who will be of that description if the proposed banking business transfer

scheme takes effect.

Notes

1

Sch.12 para.8(2)(a)-(aa) substituted for Sch.12 para.8(2)(a) by Financial Services Act 2012 c. 21 Sch.6 para.16(a)

(April 1, 2013)

2 Word inserted by Financial Services Act 2012 c. 21 Sch.6 para.16(b) (April 1, 2013)

Commencement

Sch. 12(II) para. 8(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 12(II) para. 8(1)-(3): United Kingdom 

Law In Force

Certificates as to consent of home state regulator

9. 

A certificate under this paragraph is one given by the [ appropriate regulator ]

1

 and certifying that

the home State regulator of the authorised person concerned or of the transferee has been notified

of the proposed scheme and that–

(a) the home State regulator has responded to the notification; or

(b) the period of three months beginning with the notification has elapsed.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.17 (April 1, 2013)

Commencement

Sch. 12(II) para. 9(a)-(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 12(II) para. 9(a)-(b): United Kingdom 

Financial Services and Markets Act 2000 Page 939
[ PART 2A

RECLAIM FUND BUSINESS TRANSFER SCHEMES

]

1

Notes

1 Added by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.5 (March 12, 2009)

Law In Force

[ 9A Certificate as to financial resources

[ (1) For the purposes of section 111(2) the appropriate certificate, in relation to a reclaim fund

business transfer scheme, is a certificate given by the relevant regulator certifying that, taking the

proposed transfer into account, the transferee possesses, or will possess before the scheme takes

effect, adequate financial resources.

(2) In this paragraph the “relevant regulator” means—

(a) if the transferee is a PRA-authorised person, the PRA;

(b) in any other case, the FCA.

]

2

]

1

Notes

1 Added by Dormant Bank and Building Society Accounts Act 2008 c. 31 Sch.2 para.5 (March 12, 2009)

2

Sch.12 para.9A is renumbered as Sch.12 para.9A(1), a word is substituted and Sch.12 para.9A(2) is inserted by

Financial Services Act 2012 c. 21 Sch.6 para.18 (April 1, 2013)

Extent

Sch. 12(IIA) para. 9A(1)-(2)(b): United Kingdom 

PART III

INSURANCE BUSINESS TRANSFERS EFFECTED OUTSIDE THE UNITED KINGDOM

Law In Force

10.— 

(1) This paragraph applies to a proposal to execute under provisions corresponding to Part VII in

a country or territory other than the United Kingdom an instrument transferring all the rights and

obligations of the transferor under general or long-term insurance policies, or under such descriptions

of such policies as may be specified in the instrument, to the transferee if any of the conditions in

sub-paragraphs (2), (3) or (4) is met in relation to it.

Financial Services and Markets Act 2000 Page 940
(2) The transferor is an EEA firm falling within [ paragraph 5(d) or (da) of Schedule 3 ]

1

 and the

transferee is an authorised person whose margin of solvency is supervised by the [ FCA or the

PRA ]

2

 .

(3) The transferor is a company authorised in an EEA State other than the United Kingdom under

[ Article 51 of the life assurance consolidation directive ]

3

 , or Article 23 of the first non-life

insurance directive and the transferee is a UK authorised person which has received authorisation

under [ Article 4 of the life assurance consolidation directive or Article 6 of the first non-life

insurance directive ]

4

 .

(4) The transferor is a Swiss general insurer and the transferee is a UK authorised person which

has received authorisation under [ Article 4 of the life assurance consolidation directive or Article

6 of the first non-life insurance directive ]

5

 .

(5) In relation to a proposed transfer to which this paragraph applies, the [regulator which supervises

the transferee's margin of solvency ]

6

 may, if it is satisfied that the transferee possesses the necessary

margin of solvency, issue a certificate to that effect.

(6) “Necessary margin of solvency” means the margin of solvency which the transferee, taking the

proposed transfer into account, is required by the [ FCA or the PRA ]

7

 to maintain .

(7) “Swiss general insurer”has the same meaning as in paragraph 2.

(8) “General policy” means a policy evidencing a contract which, if it had been effected by the

transferee, would have constituted the carrying on of a regulated activity consisting of the effecting

of contracts of general insurance.

(9) “Long-term policy” means a policy evidencing a contract which, if it had been effected by the

transferee, would have constituted the carrying on of a regulated activity consisting of the effecting

of contracts of long-term insurance.

Notes

1 Words inserted by Reinsurance Directive Regulations 2007/3253 Sch.1 para.2(5)(g) (December 10, 2007)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.19(2) (April 1, 2013)

3 Words substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379

Pt 2 reg.6(7)(b)(i) (January 11, 2005)

4 Words substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379

Pt 2 reg.6(7)(b)(ii) (January 11, 2005)

5 Words substituted by Life Assurance Consolidation Directive (Consequential Amendments) Regulations 2004/3379

Pt 2 reg.6(7)(c) (January 11, 2005)

6 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.19(3) (April 1, 2013)

7 Word substituted by Financial Services Act 2012 c. 21 Sch.6 para.19(4) (April 1, 2013)

Commencement

Sch. 12(III) para. 10(1)-(9): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 12(III) para. 10(1)-(9): United Kingdom 

Financial Services and Markets Act 2000 Page 941
SCHEDULE 13

THE FINANCIAL SERVICES AND MARKETS TRIBUNAL

Section 132(4).

PART I

GENERAL

R Repealed

1. [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

PART II

THE TRIBUNAL

R Repealed

2.— [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

R Repealed

3.— [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

R Repealed

4.— [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

R Repealed

5. [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

Financial Services and Markets Act 2000 Page 942
R Repealed

6.— [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

PART III

CONSTITUTION OF TRIBUNAL

R Repealed

7.— [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

PART IV

TRIBUNAL PROCEDURE

R Repealed

8. [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

R Repealed

9. [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

R Repealed

10. [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

R Repealed

11.— [...]1

Financial Services and Markets Act 2000 Page 943
Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

R Repealed

12.— [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

R Repealed

13.— [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.2 para.49 (April 6, 2010)

SCHEDULE 14

ROLE OF THE COMPETITION COMMISSION

Section 162.

R Repealed

1.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.24(4) (January 24, 2013 for the purpose of giving directions

under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of guidance under

2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under 2000 c.8 s.395

in relation to the procedure to be followed in relation to the giving of supervisory notices in accordance with 2000

c.8 s.137S(5) or (8)(a) and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013

otherwise)

R Repealed

2. [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.24(4) (January 24, 2013 for the purpose of giving directions

under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of guidance under

2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under 2000 c.8 s.395

in relation to the procedure to be followed in relation to the giving of supervisory notices in accordance with 2000

c.8 s.137S(5) or (8)(a) and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013

otherwise)

Financial Services and Markets Act 2000 Page 944
R Repealed

2A.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.24(4) (January 24, 2013 for the purpose of giving directions

under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of guidance under

2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under 2000 c.8 s.395

in relation to the procedure to be followed in relation to the giving of supervisory notices in accordance with 2000

c.8 s.137S(5) or (8)(a) and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013

otherwise)

R Repealed

2B.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.24(4) (January 24, 2013 for the purpose of giving directions

under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of guidance under

2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under 2000 c.8 s.395

in relation to the procedure to be followed in relation to the giving of supervisory notices in accordance with 2000

c.8 s.137S(5) or (8)(a) and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013

otherwise)

R Repealed

2C.— [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.24(4) (January 24, 2013 for the purpose of giving directions

under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of guidance under

2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under 2000 c.8 s.395

in relation to the procedure to be followed in relation to the giving of supervisory notices in accordance with 2000

c.8 s.137S(5) or (8)(a) and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013

otherwise)

R Repealed

3. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

4. [...]1

Notes

1 Repealed by Financial Services Act 2012 c. 21 Pt 2 s.24(4) (January 24, 2013 for the purpose of giving directions

under 2000 c.8 s.138A, the issue of a statement of policy under 2000 c.8 s.138N, the giving of guidance under

2000 c.8 s.139A, the determination of a procedure and the issue of a statement of procedure under 2000 c.8 s.395

in relation to the procedure to be followed in relation to the giving of supervisory notices in accordance with 2000

Financial Services and Markets Act 2000 Page 945
c.8 s.137S(5) or (8)(a) and the making of rules as specified in SI 2013/113 art.2 and Sch.1 Pt 3; April 1, 2013

otherwise)

SCHEDULE 15

INFORMATION AND INVESTIGATIONS: CONNECTED PERSONS

Sections 165(11) and 171(4)

PART I

RULES FOR SPECIFIC BODIES

Law In Force

Corporate bodies

1. 

If the authorised person (“BC”) is a body corporate, a person who is or has been–

(a) an officer or manager of BC or of a parent undertaking of BC;

(b) an employee of BC;

(c) an agent of BC or of a parent undertaking of BC.

Commencement

Sch. 15(I) para. 1(a)-(c): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 15(I) para. 1(a)-(c): United Kingdom 

Law In Force

Partnerships

2. 

If the authorised person (“PP”) is a partnership, a person who is or has been a member, manager,

employee or agent of PP.

Commencement

Sch. 15(I) para. 2: September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 15(I) para. 2: United Kingdom 

Financial Services and Markets Act 2000 Page 946
Law In Force

Unincorporated associations

3. 

If the authorised person (“UA”) is an unincorporated association of persons which is neither a

partnership nor an unincorporated friendly society, a person who is or has been an officer, manager,

employee or agent of UA.

Commencement

Sch. 15(I) para. 3: September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 15(I) para. 3: United Kingdom 

Law In Force

Friendly societies

4.— 

(1) If the authorised person (“FS”) is a friendly society, a person who is or has been an officer,

manager or employee of FS.

(2) In relation to FS, “officer” and “manager”have the same meaning as in section 119(1) of the

Friendly Societies Act 1992.

Commencement

Sch. 15(I) para. 4(1)-(2): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 15(I) para. 4(1)-(2): United Kingdom 

Law In Force

Building societies

5.— 

(1) If the authorised person (“BS”) is a building society, a person who is or has been an officer or

employee of BS.

(2) In relation to BS, “officer”has the same meaning as it has in section 119(1) of the Building

Societies Act 1986.

Financial Services and Markets Act 2000 Page 947
Commencement

Sch. 15(I) para. 5(1)-(2): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 15(I) para. 5(1)-(2): United Kingdom 

Law In Force

Individuals

6. 

If the authorised person (“IP”) is an individual, a person who is or has been an employee or agent

of IP.

Commencement

Sch. 15(I) para. 6: September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 15(I) para. 6: United Kingdom 

Law In Force

Application to sections 171 and 172

7. 

For the purposes of sections 171 and 172, if the person under investigation is not an authorised

person the references in this Part of this Schedule to an authorised person are to be taken to be

references to the person under investigation.

Commencement

Sch. 15(I) para. 7: September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 15(I) para. 7: United Kingdom 

Financial Services and Markets Act 2000 Page 948
PART II

ADDITIONAL RULES

Law In Force

8. 

A person who is, or at the relevant time was, the partner, manager, employee, agent, appointed

representative, banker, auditor, actuary or solicitor of–

(a) the person under investigation (“A”);

(b) a parent undertaking of A;

(c) a subsidiary undertaking of A;

(d) a subsidiary undertaking of a parent undertaking of A; or

(e) a parent undertaking of a subsidiary undertaking of A.

Commencement

Sch. 15(II) para. 8(a)-(e): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 15(II) para. 8(a)-(e): United Kingdom 

SCHEDULE 16

PROHIBITIONS AND RESTRICTIONS IMPOSED BY [OFFICE OF FAIR TRADING]

1

Section 203(8)

Notes

1 Words substituted by Enterprise Act 2002 c. 40 Sch.25 para.40(21)(a) (April 1, 2003)

R Repealed

1. [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(20) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI

2013/1998 art.11(4))

R Repealed

2.— [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(20) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI

2013/1998 art.11(4))

Financial Services and Markets Act 2000 Page 949
R Repealed

3. [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(20) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI

2013/1998 art.11(4))

R Repealed

4.— [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(20) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI

2013/1998 art.11(4))

R Repealed

5. [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(20) (July 26, 2013: repeal has effect subject to transitional and savings provisions specified in SI

2013/1998 art.11(4))

SCHEDULE 17

THE OMBUDSMAN SCHEME

Section 225(4)

PART I

GENERAL

Law In Force

Interpretation

1. 

In this Schedule–

“ombudsman” means a person who is a member of the panel; and

“the panel” means the panel established under paragraph 4.

Financial Services and Markets Act 2000 Page 950
Commencement

Sch. 17(I) para. 1 definition of "ombudsman"- definition of "the panel": June 18, 2001 (SI 2001/1820 art. 2, Sch. 1

para. 1)

Extent

Sch. 17(I) para. 1 definition of "ombudsman"- definition of "the panel": United Kingdom 

PART II

THE SCHEME OPERATOR

Law In Force

[ 2 Duty of FCA

The FCA must take such steps as are necessary to ensure that the body corporate established by

the Financial Services Authority under this Schedule as originally enacted is, at all times, capable

of exercising the functions conferred on the scheme operator by or under this Act.

]

1

Notes

1

Substituted by Financial Services Act 2012 c. 21 Sch.11 para.14 (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Commencement

Sch. 17(II) para. 2(1)-(2): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(II) para. 2(1)-(2): United Kingdom 

P Partially In Force

Constitution

3. 

(1) The constitution of the scheme operator must provide for it to have–

(a) a chairman; and

(b) a board (which must include the chairman) whose members are the scheme operator's

directors.

(2) The chairman and other members of the board must be persons appointed, and liable to removal

from office, by the [ FCA ]

1

 (acting, in the case of the chairman, with the approval of the Treasury).

(3) But the terms of their appointment (and in particular those governing removal from office)

must be such as to secure their independence from the [ FCA ]

1

 in the operation of the scheme.

Financial Services and Markets Act 2000 Page 951
(4) The function of making voluntary jurisdiction rules under section 227[...]2

 and the functions

conferred by [ paragraphs 4, 5, 7, 9, 9A or 14 ]

3

 may be exercised only by the board.

(5) The validity of any act of the scheme operator is unaffected by–

(a) a vacancy in the office of chairman; or

(b) a defect in the appointment of a person as chairman or as a member of the board.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.15(a) (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

2 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(21)(a) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

3 Word inserted by Financial Services Act 2012 c. 21 Sch.11 para.15(b) (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Commencement

Sch. 17(II) para. 3(1)-(5)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(II) para. 3(1)-(5)(b): United Kingdom 

Law In Force

[ 3A Relationship with FCA

(1) The scheme operator and the FCA must each take such steps as it considers appropriate to

co-operate with the other in the exercise of their functions under this Part of this Act.

(2) The scheme operator and the FCA must prepare and maintain a memorandum describing how

they intend to comply with subparagraph (1).

(3) The scheme operator must ensure that the memorandum as currently in force is published in

the way appearing to the scheme operator to be best calculated to bring it to the attention of the

public.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.11 para.16 (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Extent

Sch. 17(II) para. 3A(1)-(3): United Kingdom 

Financial Services and Markets Act 2000 Page 952
Law In Force

The panel of ombudsmen

4.— 

(1) The scheme operator must appoint and maintain a panel of persons, appearing to it to have

appropriate qualifications and experience, to act as ombudsmen for the purposes of the scheme.

(2) A person's appointment to the panel is to be on such terms (including terms as to the duration

and termination of his appointment and as to remuneration) as the scheme operator considers–

(a) consistent with the independence of the person appointed; and

(b) otherwise appropriate.

Commencement

Sch. 17(II) para. 4(1)-(2)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(II) para. 4(1)-(2)(b): United Kingdom 

Law In Force

The Chief Ombudsman

5.— 

(1) The scheme operator must appoint one member of the panel to act as Chief Ombudsman.

(2) The Chief Ombudsman is to be appointed on such terms (including terms as to the duration and

termination of his appointment) as the scheme operator considers appropriate.

Commencement

Sch. 17(II) para. 5(1)-(2): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(II) para. 5(1)-(2): United Kingdom 

Law In Force

Status

6.— 

(1) The scheme operator is not to be regarded as exercising functions on behalf of the Crown.

(2) The scheme operator's [...]1 officers and staff are not to be regarded as Crown servants.

(3) Appointment as Chief Ombudsman or to the panel or as a deputy ombudsman does not confer

the status of Crown servant.

Financial Services and Markets Act 2000 Page 953
Notes

1 Words repealed by Financial Services Act 2012 c. 21 Sch.11 para.17 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Commencement

Sch. 17(II) para. 6(1)-(3): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(II) para. 6(1)-(3): United Kingdom 

P Partially In Force

Annual reports

7.— 

(1) At least once a year–

(a) the scheme operator must make a report to the [ FCA ]

1

 on the discharge of its functions;

and

(b) the Chief Ombudsman must make a report to the [ FCA ]

1

 on the discharge of his

functions.

(2) Each report must distinguish between functions in relation to the scheme's compulsory

jurisdiction [...]2 and functions in relation to its voluntary jurisdiction.

(3) Each report must also comply with any requirements specified in rules made by the [ FCA ]

1

.

(4) The scheme operator must publish each report in the way it considers appropriate.

[ (5) The Treasury may—

(a) require the scheme operator to comply with any provisions of the Companies Act 2006

about accounts and their audit which would not otherwise apply to it, or

(b) direct that any provision of that Act about accounts and their audit is to apply to the

scheme operator with such modifications as are specified in the direction, whether or not

the provision would otherwise apply to the scheme manager.

(6) Compliance with any requirement under sub-paragraph (5)(a) or (b) is enforceable by injunction

or, in Scotland, an order for specific performance under section 45 of the Court of Session Act

1988.

(7) Proceedings under sub-paragraph (6) may be brought only by the Treasury. ]

3

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.18(a) (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

2 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(21)(b) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

3 Added by Financial Services Act 2012 c. 21 Sch.11 para.18(b) (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 954
Commencement

Sch. 17(II) para. 7(1)-(4): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(II) para. 7(1)-(7): United Kingdom 

Law In Force

[ 7A Audit of accounts

(1) The scheme operator must send a copy of its annual accounts to the Comptroller and Auditor

General as soon as is reasonably practicable.

(2) The Comptroller and Auditor General must—

(a) examine, certify and report on accounts received under this paragraph, and

(b) send a copy of the certified accounts and the report to the Treasury.

(3) The Treasury must lay the copy of the certified accounts and the report before Parliament.

(4) The scheme operator must send a copy of the certified accounts and the report to the FCA.

(5) Except as provided by paragraph 7(5), the scheme operator is exempt from the requirements of

Part 16 of the Companies Act 2006 (audit), and its balance sheet must contain a statement to that

effect.

(6) In this paragraph “annual accounts”has the meaning given by section 471 of the Companies

Act 2006.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.11 para.19 (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Extent

Sch. 17(II) para. 7A(1)-(6): United Kingdom 

Law In Force

[ Information, advice and guidance ]

1

8. 

The scheme operator may publish [such information, guidance or advice ]

2

 as it considers

appropriate and may charge for it or distribute it free of charge.

Notes

1 Heading substituted by Financial Services Act 2012 c. 21 Sch.11 para.20 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

2 Words substituted by Financial Services Act 2012 c. 21 Sch.11 para.21 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Financial Services and Markets Act 2000 Page 955
Commencement

Sch. 17(II) para. 8: June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(II) para. 8: United Kingdom 

P Partially In Force

Budget

9.— 

(1) The scheme operator must, before the start of each of its financial years, adopt an annual budget

which has been approved by the [ FCA ]

1

 .

(2) The scheme operator may, with the approval of the [ FCA ]

1

 , vary the budget for a financial

year at any time after its adoption.

(3) The annual budget must include an indication of–

(a) the distribution of resources deployed in the operation of the scheme, and

(b) the amounts of income of the scheme operator arising or expected to arise from the

operation of the scheme,

distinguishing between the scheme's compulsory [...]2 and voluntary jurisdiction.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.22 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

2 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(21)(c) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Commencement

Sch. 17(II) para. 9(1)-(3)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(II) para. 9(1)-(3)(b): United Kingdom 

Law In Force

[ 9A Annual plan

(1) The scheme operator must in respect of each of its financial years prepare an annual plan.

(2) The plan must be prepared before the start of the financial year.

(3) An annual plan in respect of a financial year must make provision about the use of the resources

of the scheme operator.

(4) The plan may include material relating to periods longer than the financial year in question.

Financial Services and Markets Act 2000 Page 956
(5) Before preparing an annual plan, the scheme operator must consult such persons (if any) as the

scheme operator considers appropriate.

(6) The scheme operator must publish each annual plan in the way it considers appropriate.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.11 para.23 (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Extent

Sch. 17(II) para. 9A(1)-(6): United Kingdom 

P Partially In Force

Exemption from liability in damages

10.— 

(1) No person is to be liable in damages for anything done or omitted in the discharge, or purported

discharge, of any functions under this Act in relation to the compulsory jurisdiction [...]1 .

(2) Sub-paragraph (1) does not apply–

(a) if the act or omission is shown to have been in bad faith; or

(b) so as to prevent an award of damages made in respect of an act or omission on the

ground that the act or omission was unlawful as a result of section 6(1) of the Human Rights

Act 1998.

Notes

1 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(21)(d) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Commencement

Sch. 17(II) para. 10(1)-(2)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(II) para. 10(1)-(2)(b): United Kingdom 

P Partially In Force

Privilege

11. 

For the purposes of the law relating to defamation, proceedings in relation to a complaint which is

subject to the compulsory jurisdiction [...]1 are to be treated as if they were proceedings before a

court.

Financial Services and Markets Act 2000 Page 957
Notes

1 Words repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order

2013/1881 Pt 3 art.10(21)(e) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

Commencement

Sch. 17(II) para. 11: June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(II) para. 11: United Kingdom 

PART III

THE COMPULSORY JURISDICTION

Law In Force

Introduction

12. 

This Part of this Schedule applies only in relation to the compulsory jurisdiction.

Commencement

Sch. 17(III) para. 12: June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(III) para. 12: United Kingdom 

Law In Force

[ FCA's]

1

 procedural rules

13.— 

(1) The [ FCA ]

2

 must make rules providing that a complaint is not to be entertained unless the

complainant has referred it under the ombudsman scheme before the applicable time limit

(determined in accordance with the rules) has expired.

(2) The rules may provide that an ombudsman may extend that time limit in specified circumstances.

(3) The [ FCA ]

2

 may make rules providing that a complaint is not to be entertained (except in

specified circumstances) if the complainant has not previously communicated its substance to the

respondent and given him a reasonable opportunity to deal with it.

(4) The [ FCA ]

2

 may make rules requiring an authorised person [ , [ an electronic money issuer

within the meaning of the Electronic Money Regulations 2011 ]

4

 or a payment service provider

Financial Services and Markets Act 2000 Page 958
within the meaning of the Payment Services Regulations 2009, ]

3

 who may become subject to the

compulsory jurisdiction as a respondent to establish such procedures as the [ FCA ]

2

 considers

appropriate for the resolution of complaints which–

(a) may be referred to the scheme; and

(b) arise out of activity to which the [ FCA's]

1

 powers under [ Part 9A ]

5

 do not apply.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.24(b) (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.24(a) (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

3 Words inserted by Payment Services Regulations 2009/209 Sch.6(1) para.1(2) (March 2, 2009)

4 Words inserted by Electronic Money Regulations 2011/99 Sch.4(1) para.2(8) (February 9, 2011)

5 Words substituted by Financial Services Act 2012 c. 21 Sch.11 para.24(c) (January 24, 2013 for the purpose of

the preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Commencement

Sch. 17(III) para. 13(1)-(4)(b): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(III) para. 13(1)-(4)(b): United Kingdom 

Law In Force

The scheme operator's rules

14.— 

(1) The scheme operator must make rules, to be known as “scheme rules”, which are to set out the

procedure for reference of complaints and for their investigation, consideration and determination

by an ombudsman.

(2) Scheme rules may, among other things–

(a) specify matters which are to be taken into account in determining whether an act or

omission was fair and reasonable;

(b) provide that a complaint may, in specified circumstances, be dismissed without

consideration of its merits;

(c) provide for the reference of a complaint, in specified circumstances and with the consent

of the complainant, to another body with a view to its being determined by that body instead

of by an ombudsman;

(d) make provision as to the evidence which may be required or admitted, the extent to

which it should be oral or written and the consequences of a person's failure to produce any

information or document which he has been required (under section 231 or otherwise) to

produce;

(e) allow an ombudsman to fix time limits for any aspect of the proceedings and to extend

a time limit;

Financial Services and Markets Act 2000 Page 959
(f) provide for certain things in relation to the reference, investigation or consideration (but

not determination) of a complaint to be done by a member of the scheme operator's staff

instead of by an ombudsman;

[(fa) allow the correction of any clerical mistake in the written statement of a determination

made by an ombudsman;

(fb) provide that any irregularity arising from a failure to comply with any provisions of

the scheme rules does not of itself render a determination void; ]

1

(g) make different provision in relation to different kinds of complaint.

(3) The circumstances specified under sub-paragraph (2)(b) may include the following–

(a) the ombudsman considers the complaint frivolous or vexatious;

(b) legal proceedings have been brought concerning the subject-matter of the complaint

and the ombudsman considers that the complaint is best dealt with in those proceedings; or

(c) the ombudsman is satisfied that there are other compelling reasons why it is inappropriate

for the complaint to be dealt with under the ombudsman scheme.

(4) If the scheme operator proposes to make any scheme rules it must publish a draft of the proposed

rules in the way appearing to it to be best calculated to bring them to the attention of persons

appearing to it to be likely to be affected.

(5) The draft must be accompanied by a statement that representations about the proposals may be

made to the scheme operator within a time specified in the statement.

(6) Before making the proposed scheme rules, the scheme operator must have regard to any

representations made to it under sub-paragraph (5).

(7) The consent of the [ FCA ]

2

 is required before any scheme rules may be made.

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.11 para.25(a) (January 24, 2013 for the purpose of the preparation

of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

2 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.25(b) (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Commencement

Sch. 17(III) para. 14(1)-(7): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(III) para. 14(1)-(7): United Kingdom 

Law In Force

Fees

15.— 

(1) Scheme rules may require a respondent to pay to the scheme operator such fees as may be

specified in the rules.

(2) The rules may, among other things–

Financial Services and Markets Act 2000 Page 960
(a) provide for the scheme operator to reduce or waive a fee in a particular case;

(b) set different fees for different stages of the proceedings on a complaint;

(c) provide for fees to be refunded in specified circumstances;

(d) make different provision for different kinds of complaint.

Commencement

Sch. 17(III) para. 15(1)-(2)(d): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(III) para. 15(1)-(2)(d): United Kingdom 

Law In Force

!

Amendment(s) Pending

Enforcement of money awards

16. 

A money award, including interest, which has been registered in accordance with scheme rules

may–

(a) if a county court so orders in England and Wales, be recovered by execution issued

from the county court (or otherwise) as if it were payable under an order of that court;

(b) be enforced in Northern Ireland as a money judgment under the Judgments Enforcement

(Northern Ireland) Order 1981;

(c) be enforced in Scotland by the sheriff, as if it were a judgment or order of the sheriff

and whether or not the sheriff could himself have granted such judgment or order.

Amendments Pending

Sch. 17(III) para. 16(a): words substituted by Crime and Courts Act 2013 c. 22, Sch. 9(3) para. 52(1)(b) (date to be

appointed: substitution has effect subject to savings and transitional provisions specified in 2013 c.22 s.15 and Sch.8)

Sch. 17(III) para. 16(a): words substituted by Tribunals, Courts and Enforcement Act 2007 c. 15, Sch. 13 para. 134 (date

to be appointed)

Commencement

Sch. 17(III) para. 16(a)-(c): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(III) para. 16(a)-(c): United Kingdom 

[ PART 3A

THE CONSUMER CREDIT JURISDICTION

]

1

Financial Services and Markets Act 2000 Page 961
Notes

1 Added by Consumer Credit Act 2006 c. 14 Sch.2 para.1 (June 16, 2006)

P Partially In Force

16A [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(21)(f) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

P Partially In Force

16B [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(21)(f) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

P Partially In Force

16C [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(21)(f) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

P Partially In Force

16D [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(21)(f) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

P Partially In Force

16E [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(21)(f) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

P Partially In Force

16F [...]1

Financial Services and Markets Act 2000 Page 962
Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(21)(f) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

P Partially In Force

16G [...]1

Notes

1 Repealed by Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013/1881

Pt 3 art.10(21)(f) (July 26, 2013 for purposes specified in SI 2013/1881 art.1(2); April 1, 2014 otherwise)

PART IV

THE VOLUNTARY JURISDICTION

Law In Force

Introduction

17. 

This Part of this Schedule applies only in relation to the voluntary jurisdiction.

Commencement

Sch. 17(IV) para. 17: June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(IV) para. 17: United Kingdom 

Law In Force

Terms of reference to the scheme

18.— 

(1) Complaints are to be dealt with and determined under the voluntary jurisdiction on standard

terms fixed by the scheme operator with the approval of the [ FCA ]

1

 .

(2) Different standard terms may be fixed with respect to different matters or in relation to different

cases.

(3) The standard terms may, in particular–

(a) require the making of payments to the scheme operator by participants in the scheme

of such amounts, and at such times, as may be determined by the scheme operator;

(b) make provision as to the award of costs on the determination of a complaint.

Financial Services and Markets Act 2000 Page 963
(4) The scheme operator may not vary any of the standard terms or add or remove terms without

the approval of the [ FCA ]

1

 .

(5) The standard terms may include provision to the effect that (unless acting in bad faith) none of

the following is to be liable in damages for anything done or omitted in the discharge or purported

discharge of functions in connection with the voluntary jurisdiction–

(a) the scheme operator;

(b) any member of its governing body;

(c) any member of its staff;

(d) any person acting as an ombudsman for the purposes of the scheme.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.28 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; March 19, 2013 in relation

to the fixing of standard terms; April 1, 2013 otherwise)

Commencement

Sch. 17(IV) para. 18(1)-(5)(d): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(IV) para. 18(1)-(5)(d): United Kingdom 

Law In Force

Delegation by and to other schemes

19.— 

(1) The scheme operator may make arrangements with a relevant body–

(a) for the exercise by that body of any part of the voluntary jurisdiction of the ombudsman

scheme on behalf of the scheme; or

(b) for the exercise by the scheme of any function of that body as if it were part of the

voluntary jurisdiction of the scheme.

(2) A “relevant body” is one which the scheme operator is satisfied–

(a) is responsible for the operation of a broadly comparable scheme (whether or not

established by statute) for the resolution of disputes; and

(b) in the case of arrangements under sub-paragraph (1)(a), will exercise the jurisdiction

in question in a way compatible with the requirements imposed by or under this Act in

relation to complaints of the kind concerned.

(3) Such arrangements require the approval of the [ FCA ]

1

 .

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.29 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Commencement

Sch. 17(IV) para. 19(1)-(3): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Financial Services and Markets Act 2000 Page 964
Extent

Sch. 17(IV) para. 19(1)-(3): United Kingdom 

Law In Force

Voluntary jurisdiction rules: procedure

20.— 

(1) If the scheme operator makes voluntary jurisdiction rules, it must give a copy to the [ FCA ]

1

without delay.

(2) If the scheme operator revokes any such rules, it must give written notice to the [ FCA ]

1

without delay.

(3) The power to make voluntary jurisdiction rules is exercisable in writing.

(4) Immediately after making voluntary jurisdiction rules, the scheme operator must arrange for

them to be printed and made available to the public.

(5) The scheme operator may charge a reasonable fee for providing a person with a copy of any

voluntary jurisdiction rules.

Notes

1 Word substituted by Financial Services Act 2012 c. 21 Sch.11 para.30 (January 24, 2013 for the purpose of the

preparation of a memorandum under 2000 c.8 Sch.17 para.3A and the making of rules; April 1, 2013 otherwise)

Commencement

Sch. 17(IV) para. 20(1)-(5): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(IV) para. 20(1)-(5): United Kingdom 

Law In Force

Verification of the rules

21.— 

(1) The production of a printed copy of voluntary jurisdiction rules purporting to be made by the

scheme operator–

(a) on which is endorsed a certificate signed by a member of the scheme operator's staff

authorised by the scheme operator for that purpose, and

(b) which contains the required statements,

is evidence (or in Scotland sufficient evidence) of the facts stated in the certificate.

(2) The required statements are–

(a) that the rules were made by the scheme operator;

(b) that the copy is a true copy of the rules; and

Financial Services and Markets Act 2000 Page 965
(c) that on a specified date the rules were made available to the public in accordance with

paragraph 20(4).

(3) A certificate purporting to be signed as mentioned in sub-paragraph (1) is to be taken to have

been duly signed unless the contrary is shown.

Commencement

Sch. 17(IV) para. 21(1)-(3): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(IV) para. 21(1)-(3): United Kingdom 

Law In Force

Consultation

22.— 

(1) If the scheme operator proposes to make voluntary jurisdiction rules, it must publish a draft of

the proposed rules in the way appearing to it to be best calculated to bring them to the attention of

the public.

(2) The draft must be accompanied by–

(a) an explanation of the proposed rules; and

(b) a statement that representations about the proposals may be made to the scheme operator

within a specified time.

(3) Before making any voluntary jurisdiction rules, the scheme operator must have regard to any

representations made to it in accordance with sub-paragraph (2)(b).

(4) If voluntary jurisdiction rules made by the scheme operator differ from the draft published under

sub-paragraph (1) in a way which the scheme operator considers significant, the scheme operator

must publish a statement of the difference.

Commencement

Sch. 17(IV) para. 22(1)-(4): June 18, 2001 (SI 2001/1820 art. 2, Sch. 1 para. 1)

Extent

Sch. 17(IV) para. 22(1)-(4): United Kingdom 

[ SCHEDULE 17A

FURTHER PROVISION IN RELATION TO EXERCISE OF PART 18 FUNCTIONS BY

BANK OF ENGLAND

Section 285A

]

1

Financial Services and Markets Act 2000 Page 966
Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

[ PART 1

CO-OPERATION BETWEEN APPROPRIATE REGULATORS

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

[ Memorandum of understanding between appropriate regulators and PRA ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 1 

(1) The appropriate regulators must prepare and maintain a memorandum describing how they

intend to work together in exercising their functions in relation to persons who are recognised

bodies.

(2) The memorandum must in particular make provision about—

(a) the need for each party when exercising a function in relation to any person (“A”) who

is a recognised body, or any member of A's group, to have regard to the exercise (or possible

exercise) of any function by the other party in relation to A or any member of A's group;

(b) the role of each party in cases where they are both exercising functions in relation to

the same persons;

(c) the obtaining and disclosure of information;

Financial Services and Markets Act 2000 Page 967
(d) the co-ordination by the parties of the exercise of their powers to appoint competent

persons under Part 11 (information gathering and investigations) to conduct investigations

on their behalf.

(3) In this paragraph any reference to a function is to any function whether conferred by or under

any provision of this Part of this Act or any other provision of this Act or otherwise.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(1) para. 1(1)-(3): United Kingdom 

Law In Force

[ 2 

(1) The appropriate regulators and the PRA must prepare and maintain a memorandum describing

how they intend to work together in exercising their functions in relation to persons who are

recognised bodies and who—

(a) are PRA-authorised persons; or

(b) are members of a group of which a member is a PRAauthorised person.

(2) The memorandum must in particular make provision about—

(a) the need for each party when exercising a function in relation to any person (“A”) who

is a recognised body, or any member of A's group, to have regard to the exercise (or possible

exercise) of any function by the other party in relation to A or any member of A's group;

(b) the role of each party in cases where they are both exercising functions in relation to

the same persons;

(c) the obtaining and disclosure of information;

(d) the co-ordination by the parties of the exercise of their powers to appoint competent

persons under Part 11 (information gathering and investigations) to conduct investigations

on their behalf.

(3) In this paragraph any reference to a function is to any function whether conferred by or under

any provision of this Part of this Act or any other provision of this Act or otherwise.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Financial Services and Markets Act 2000 Page 968
Extent

Sch. 17A(1) para. 2(1)-(3): United Kingdom 

Law In Force

[ 3 

The parties to a memorandum under paragraph 1 or 2 must review the memorandum at least once

in each calendar year.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(1) para. 3: United Kingdom 

Law In Force

[ 4 

The parties to a memorandum under paragraph 1 or 2 must give the Treasury a copy of the

memorandum and any revised memorandum.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(1) para. 4: United Kingdom 

Law In Force

[ 5 

The Treasury must lay before Parliament a copy of any document received by them under paragraph

4.

]

1

Financial Services and Markets Act 2000 Page 969
Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(1) para. 5: United Kingdom 

Law In Force

[ 6 

The parties to a memorandum under paragraph 1 or 2 must ensure that the memorandum as currently

in force is published in the way appearing to them to be best calculated to bring it to the attention

of the public.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(1) para. 6: United Kingdom 

[Notification by FCA of action in relation to recognised clearing houses]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 7 

The FCA must notify the Bank of England of any direction given by it under section 128 to a

recognised clearing house (market abuse: suspension of investigations).

]

1

Financial Services and Markets Act 2000 Page 970
Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(1) para. 7: United Kingdom 

Law In Force

[ 8 

The FCA must notify the Bank of England of any requirement imposed by it under section 313A

on a recognised clearing house (power to require suspension or removal of financial instruments

from trading).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(1) para. 8: United Kingdom 

[ PART 2

APPLICATION OF PROVISIONS OF THIS ACT IN RELATION TO BANK OF ENGLAND

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Financial Services and Markets Act 2000 Page 971
[ Introduction ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 9 

(1) The provisions of this Act mentioned in this Part of this Schedule are to apply in relation to the

Bank of England in accordance with the provision made by this Part of this Schedule.

(2) In any case where sub-paragraph (1) applies—

(a) any reference in this Act to the FCA or the PRA which is contained in, or relates to,

any of those provisions (however expressed) is to be read as a reference to the Bank; and

(b) this Act has effect with any other necessary modifications.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 9(1)-(2)(b): United Kingdom 

[ Rules]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Financial Services and Markets Act 2000 Page 972
Law In Force

[ 10 

(1) The following provisions of Part 9A of this Act are to apply in relation to rules made by the

Bank under any provision made by or under this Act—

(a) section 137T (general supplementary powers);

(b) sections 138A and 138B (modification or waiver of rules), but with the omission of

subsection (4)(b) of section 138A and subsection (4) of section 138B;

(c) section 138C (evidential provisions);

(d) section 138D (actions for damages), but with the omission

of subsection (2);

(e) section 138E (limits on effect of contravening rules);

(f) section 138F (notification of rules);

(g) section 138G (rule-making instruments);

(h) section 138H (verification of rules);

(i) section 138J (consultation), but with the omission of subsections (1)(a), (2)(c) and (5)(b);

and

(j) section 138L (consultation: general exemptions), but with the omission of subsections

(1) and (3).

(2) Any reference in any of those provisions to an authorised person is to be read as a reference to

a recognised clearing house.

(3) Section 138J(2)(d) has effect in relation to rules proposed to be made by the Bank as if the

reference to the compatibility of the proposed rules with the provisions mentioned in section

138J(2)(d) were a reference to their compatibility with the Bank's financial stability objective.

(4) Section 138L(2) has effect as if for paragraphs (a) and (b) there were substituted “be prejudicial

to financial stability”.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 10(1)-(4): United Kingdom 

[ Information gathering and investigations]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

Financial Services and Markets Act 2000 Page 973
2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 11 

(1) The powers conferred by section 165(1) and (3) (power to require information) are exercisable

by the Bank or (as the case may be) its officers to impose requirements on—

(a) a recognised clearing house;

(b) a person who for the purposes of section 165 is connected

with a recognised clearing house.

(2) The information or documents that the Bank may require to be provided or produced are limited

to—

(a) information or documents reasonably required in connection with the exercise by the

Bank of functions conferred on it by or under this Part of this Act;

(b) information or documents reasonably required in connection with the exercise by the

Bank of any of its other functions in pursuance of its financial stability objective; [...]2

(c) information or documents which the Bank reasonably considers may enable or assist

the FCA in discharging functions conferred on the FCA by or under this Act [ ; and ]

3

[ (d) information or documents reasonably required in connection with the exercise by the

Bank of its functions under the EMIR regulation. ]

3

(3) In consequence of the provision made by sub-paragraph (2), section 165(4) is not to apply in

relation to section 165(1) and (3) as applied by this paragraph.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

2 Word repealed by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(a)(i) (April 1, 2013: repeal has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

3 Added by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and

Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(a)(ii) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Sch. 17A(2) para. 11(1)-(3): United Kingdom 

Financial Services and Markets Act 2000 Page 974
Law In Force

[ 12 

The power conferred by section 166 (reports by skilled person) is exercisable by the Bank as if

references in that section to an authorised person were to a recognised clearing house.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 12: United Kingdom 

Law In Force

[ 13 

(1) The powers conferred by section 167 (appointment of persons to carry out general investigations)

are exercisable by the Bank as if references in that section to an authorised person were to any

recognised clearing house other than an overseas clearing house.

(2) In addition to the powers conferred by section 171, a person conducting an investigation under

section 167 as a result of this paragraph is to have the powers conferred by sections 172 and 173

(and for this purpose the references in those sections to an investigator are to be read accordingly).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 13(1)-(2): United Kingdom 

Law In Force

[ 14 

(1) The power conferred by section 168(5) (appointment of persons to carry out investigations in

particular cases) is exercisable by the Bank.

(2) That power is exercisable if it appears to the Bank that there are circumstances suggesting that—

Financial Services and Markets Act 2000 Page 975
(a) a clearing house may be guilty of an offence under section 398(1) or an offence under

prescribed regulations relating to money laundering;

(b) a clearing house may have contravened a rule made by the Bank under this Part of this

Act;

(c) a clearing house may have contravened the recognition requirements;

(d) a clearing house may have contravened any qualifying EU provision that is specified,

or of a description specified, for the purposes of this sub-paragraph by the Treasury by

order;

(e) a clearing house may have breached the general prohibition.

(3) In addition to the powers conferred by section 171, a person conducting an investigation under

section 168(5) as a result of this paragraph is to have the powers conferred by sections 172 and 173

(and for this purpose the references in those sections to an investigator are to be read accordingly).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 14(1)-(3): United Kingdom 

Law In Force

[ 15 

An overseas regulator may, in accordance with section 169, request the Bank to exercise the power

conferred by section 165 (as applied by paragraph 11 of this Schedule).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 15: United Kingdom 

Financial Services and Markets Act 2000 Page 976
Law In Force

[ 16 

The power to give information under section 176(1) (entry of premises under warrant) is exercisable

by the Bank, or an investigator appointed by the Bank, as if the reference to the second set of

conditions were omitted.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 16: United Kingdom 

[ Powers in relation to parent undertakings]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 17 

(1) The following provisions of Part 12A of this Act are to apply in relation to the Bank—

(a) section 192C (power to direct qualifying parent undertaking);

(b) section 192D (requirements that may be imposed);

(c) section 192E (direction: procedure);

(d) section 192G (references to Tribunal);

(e) section 192H (statement of policy);

(f) section 192I (statement of policy: procedure);

(g) section 192J (rules requiring provision of information);

(h) sections 192K to 192N (enforcement).

(2) For the purposes of those provisions section 192B (meaning of “qualifying parent undertaking”)

is to apply as if the reference in subsection (1) to a qualifying authorised person or recognised UK

investment exchange were a reference to a recognised clearing house other than an overseas clearing

house.

(3) Section 192C has effect as if—

Financial Services and Markets Act 2000 Page 977
(a) the general condition in subsection (2) were that the Bank considers that it is desirable

to give the direction for the purpose of the effective regulation of one or more recognised

clearing houses in the group of the qualifying parent undertaking,

(b) subsections (3) and (4) were omitted, and

(c) the reference in subsection (5)(a) to authorised persons or recognised investment

exchanges were a reference to recognised clearing houses.

(4) Section 192E has effect as if the reference in subsection (1) to an authorised person or recognised

investment exchange were a reference to a recognised clearing house.

(5) Section 192I has effect as if the reference in subsection (1)(a) to the other regulator and the

Bank were a reference to the FCA and the PRA.

(6) Before the Bank gives a notice under section 192E(1) or (8)(b)—

(a) if the notice relates to the parent undertaking of an authorised person or recognised

investment exchange, the Bank must consult the FCA, and

(b) if the notice relates to the parent undertaking of a PRAauthorised person, the Bank must

also consult the PRA.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 17(1)-(6)(b): United Kingdom 

[ Auditors]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 18 

(1) Section 342 (information given by auditor to a regulator) applies in relation to a relevant auditor

as if—

(a) the references in that section to a recognised investment exchange were to a recognised

clearing house,

Financial Services and Markets Act 2000 Page 978
(b) in the case of an auditor of a recognised clearing house which is also an authorised

person or recognised investment exchange, the references to a regulator included the Bank,

and

(c) in the case of an auditor of a recognised clearing house not falling within paragraph

(b), the references to a regulator were to the Bank.

(2) A “relevant auditor”is a person who is, or has been, an auditor of a recognised clearing house

appointed under or as a result of a statutory provision [ or the EMIR regulation ]

2

.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

2 Words inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(b) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Sch. 17A(2) para. 18(1)-(2): United Kingdom 

Law In Force

[ 19 

(1) Section 343 (information given by auditor: person with close links) applies in relation to a

relevant auditor as if—

(a) the references in that section to a recognised investment exchange were to a recognised

clearing house,

(b) in the case of an auditor of a recognised clearing house which is an authorised person

or which is a recognised investment exchange, the references to a regulator included the

Bank, and

(c) in the case of an auditor of a recognised clearing house not falling within paragraph

(b), the references to a regulator were to the Bank.

(2) A “relevant auditor”is a person who—

(a) is, or has been, an auditor of a recognised clearing house appointed under or as a result

of a statutory provision [ or the EMIR regulation ]

2

 , and

(b) is, or has been, an auditor of a person who has close links with the recognised clearing

house.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

Financial Services and Markets Act 2000 Page 979
2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

2 Words inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(c) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Sch. 17A(2) para. 19(1)-(2)(b): United Kingdom 

Law In Force

[ 20 

Section 344 (duty of auditor resigning to give notice) applies to an auditor to whom section 342

applies (whether by virtue of paragraph 18 or otherwise) as if—

(a) the references in that section to a recognised investment exchange were to a recognised

clearing house,

(b) in the case of an auditor of a recognised clearing house which is neither an authorised

person nor a recognised investment exchange, the reference in the definition of “the

appropriate regulator” to the FCA were a reference to the Bank,

(c) in the case of an auditor of a recognised clearing house which is a PRA-authorised

person, the reference in the definition of “the appropriate regulator” to the PRA were a

reference to the PRA and the Bank, and

(d) in the case, not falling within paragraph (c), of an auditor of a recognised clearing house

which is an authorised person or which is a recognised investment exchange, the reference

in the definition of “the appropriate regulator” to the FCA were a reference to the FCA and

the Bank.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 20(a)-(d): United Kingdom 

Law In Force

[ 21 

Sections 345A to 345E apply to auditors to whom section 342 applies only by virtue of paragraph

18 as if—

(a) the references in those sections to an auditor or actuary to whom section 342 applies

were to an auditor to whom section 342 applies by virtue of paragraph 18,

Financial Services and Markets Act 2000 Page 980
(b) the references in those sections to a PRA-authorised person were to a recognised clearing

house,

(c) in a case where the Bank disqualifies a person from being an auditor of a recognised

clearing house that is also a recognised investment exchange, section 345A(5)(a) required

the Bank to notify the FCA, and

(d) the references in sections 345D and 345E to a regulator included the Bank.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 21(a)-(d): United Kingdom 

[ Public record and disclosure of information ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 22 

Section 347 (record of authorised persons, recognised investment exchanges, etc), so far as it relates

to recognised investment exchanges, applies in relation to the Bank as if references in that section

to a recognised investment exchange were to a recognised clearing house.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 22: United Kingdom 

Financial Services and Markets Act 2000 Page 981
Law In Force

[ 23 

Sections 348 to 350 and 353 (disclosure of information) apply in relation to information received

by the Bank for the purposes of, or in the discharge of, any of its functions relating to recognised

clearing houses [ or any of its functions under the EMIR regulation ]

2

 .

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

2 Words inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(d) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Sch. 17A(2) para. 23: United Kingdom 

[ Insolvency ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 24 

(1) The following provisions of Part 24 of this Act are to apply in relation to the Bank—

(a) section 356 (powers to participate in proceedings: company voluntary arrangements);

(b) section 358 (powers to participate in proceedings: trust deeds for creditors in Scotland);

(c) section 359 (administration order);

(d) section 362 (powers to participate in administration proceedings);

(e) section 362A (consent to appointment of administrator);

(f) section 363 (powers to participate in proceedings: receivership);

(g) section 365 (powers to participate in proceedings: voluntary winding-up);

(h) section 367 (winding-up petitions);

(i) section 371 (powers to participate in proceedings: winding-up).

(2) Those provisions are to apply as if any reference to an authorised person or recognised investment

exchange were a reference to a recognised clearing house.

Financial Services and Markets Act 2000 Page 982
]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 24(1)-(2): United Kingdom 

Law In Force

[ 25 

In the case of any regulated activity which is carried on for the purposes of, or in connection with,

the provision of clearing services, the reference to the FCA in section 375(1) is to be read as

including a reference to the Bank.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 25: United Kingdom 

[ Injunctions and restitution ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 26 

(1) The power to make an application under section 380(1), (2) or (3) (injunctions) is exercisable

by the Bank.

Financial Services and Markets Act 2000 Page 983
(2) For the purposes of the application, any reference in that section to a relevant requirement is

to—

(a) a requirement that is imposed by or under any provision of this Part of this Act that

relates to a recognised clearing house;

(b) a requirement that is imposed under any other provision of this Act by the Bank;

(c) a requirement that is imposed by any qualifying EU provision that is specified, or of a

description specified, for the purposes of this sub-paragraph by the Treasury by order; or

(d) a requirement that is imposed by this Act and whose contravention constitutes an offence

that the Bank has power to prosecute under this Act (see section 401, as applied by paragraph

31).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 26(1)-(2)(d): United Kingdom 

Law In Force

[ 27 

(1) The power to make an application under section 382(1) (restitution order) is exercisable by the

Bank.

(2) For the purposes of the application, any reference in that section to a relevant requirement is to

be read in accordance with paragraph 26(2) of this Schedule.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 27(1)-(2): United Kingdom 

Financial Services and Markets Act 2000 Page 984
Law In Force

[ 28 

(1) The power conferred by section 384(5) (power of FCA to require restitution order) is exercisable

by the Bank.

(2) That power is exercisable if the Bank is satisfied that a recognised clearing house has contravened

a relevant requirement, or been knowingly concerned in the contravention of a relevant requirement,

and—

(a) that profits have accrued to the recognised clearing house as a result of the contravention;

or

(b) that one or more persons have suffered loss or been otherwise adversely affected as a

result of the contravention.

(3) For the purposes of that power, “relevant requirement”is to be read in accordance with paragraph

26(2) of this Schedule.

(4) Where this paragraph applies, section 384(5) and (6) are to have effect as if—

(a) any reference to the person concerned were a reference to the recognised clearing house;

and

(b) any reference to subsection (1) were a reference to subparagraph (2) of this paragraph.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 28(1)-(4)(b): United Kingdom 

[Notices]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Financial Services and Markets Act 2000 Page 985
Law In Force

[ 29 

The provisions of Part 26 of this Act (notices) apply in relation to a warning or decision notice

given by the Bank under section 192L, 312G or 312H as they apply in relation to such a notice

given by the FCA under that section.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 29: United Kingdom 

[ Offences]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 30 

Section 398 (misleading the FCA: residual cases) applies to information given to the Bank in

purported compliance with—

(a) a requirement that is imposed by or under any provision of Part 18 of this Act that

relates to a recognised clearing house;

(b) a requirement that is imposed under any other provision of this Act by the Bank; or

(c) a requirement that is imposed by any qualifying EU provision specified, or of a

description specified, for the purposes of this paragraph by the Treasury by order.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Financial Services and Markets Act 2000 Page 986
Extent

Sch. 17A(2) para. 30(a)-(c): United Kingdom 

Law In Force

[ 31 

(1) Section 401 (proceedings for an offence) applies to the Bank as if for the purposes of subsections

(2)(a) and (3)(a) of that section the Bank were an appropriate regulator in respect of each of the

following offences—

(a) an offence under section 177(3) where the investigation is being, or is likely to be,

conducted on behalf of the Bank;

(b) an offence under section 177(4) where the requirement is imposed by the Bank;

(c) an offence under section 177(6) where the warrant is issued as a result of information

on oath given by the Bank or a person appointed by it to conduct an investigation on its

behalf;

(d) an offence under section 398(1) where the information was given to the Bank.

(2) Section 401(3B) has effect subject to the provision made by this paragraph (so that the FCA is

not the appropriate regulator for the purposes of subsections (2)(a) and (3)(a) in respect of the above

offences).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 31(1)-(2): United Kingdom 

[ Records]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Financial Services and Markets Act 2000 Page 987
Law In Force

[ 32 

Paragraph 17 of Schedule 1ZB (records) applies in relation to the recording of decisions made by

the Bank in the exercise of its functions relating to recognised clearing houses.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(2) para. 32: United Kingdom 

[ Annual report ]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 33 

Paragraph 19 of Schedule 1ZB (annual report by PRA) applies in relation to the Bank, but—

(a) as if for paragraphs (a) to (f) of sub-paragraph (1) there were substituted—

“(a) the discharge of its functions relating to recognised clearing houses,

(b) the extent to which, in its opinion, in discharging those functions its

financial stability objective has been met,”, and

(b) as if sub-paragraph (3) were omitted.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Financial Services and Markets Act 2000 Page 988
Extent

Sch. 17A(2) para. 33(a)-(b): United Kingdom 

[ PART 3

WINDING UP, ADMINISTRATION OR INSOLVENCY OF [ RECOGNISED CLEARING

HOUSES ]

2

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

2 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(e) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

[Notice to Bank of England of preliminary steps]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 34 

(1) An application for an administration order in respect of a [ recognised clearing house ]

2

 may

not be determined unless the conditions below are satisfied.

(2) A petition for a winding up order in respect of a [ recognised clearing house ]

2

 may not be

determined unless the conditions below are satisfied.

(3) A resolution for voluntary winding up of a [ recognised clearing house ]

2

 may not be made

unless the conditions below are satisfied.

(4) An administrator of a [recognised clearing house ]

2

 may not be appointed unless the conditions

below are satisfied.

(5) Condition 1 is that the Bank of England has been notified—

(a) by the applicant for an administration order, that the application has been made,

Financial Services and Markets Act 2000 Page 989
(b) by the petitioner for a winding up order, that the petition has been presented,

(c) by the [ recognised clearing house ]

2

 , that a resolution for voluntary winding up may

be made, or

(d) by the person proposing to appoint an administrator, of the proposed appointment.

(6) Condition 2 is that a copy of the notice complying with Condition 1 has been filed (in Scotland,

lodged) with the court (and made available for public inspection by the court).

(7) Condition 3 is that—

(a) the period of 2 weeks, beginning with the day on which the notice is received, has

ended, or

(b) the Bank of England has informed the person who gave the notice that—

(i) it has no objection to the order, resolution or appointment being made, and

(ii) it does not intend to exercise a stabilisation power under Part 1 of the Banking

Act 2009.

(8) Arranging for the giving of notice in order to satisfy Condition 1 can be a step with a view to

minimising the potential loss to a [ recognised clearing house ]

2

 's creditors for the purpose of

section 214 of the Insolvency Act 1986 (wrongful trading).

(9) In this paragraph “the court” means—

(a) in England and Wales, the High Court,

(b) in Scotland, the Court of Session, and

(c) in Northern Ireland, the High Court.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

2 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(f) (April 1, 2013: substitution has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Sch. 17A(3) para. 34(1)-(9)(c): United Kingdom 

[ Power to give directions to insolvency practitioner]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Financial Services and Markets Act 2000 Page 990
Law In Force

[ 35 

(1) This paragraph applies where a person has been appointed to act as an insolvency practitioner

(within the meaning of section 388 of the Insolvency Act 1986 or Article 3 of the Insolvency

(Northern Ireland) Order 1989 ) in relation to a company which is, or has been, a [ recognised

clearing house ]

2

 .

(2) The Bank of England may give directions to the person if satisfied that it is desirable to give

the directions, having regard to the public interest in—

(a) protecting and enhancing the stability of the UK financial system,

(b) protecting and enhancing public confidence in the stability of the UK financial system,

and

(c) maintaining the continuity of [...]3 clearing services.

(3) Before giving directions the Bank of England must consult—

(a) the Treasury,

(b) (if the clearing house is a PRA-authorised person) the PRA, and

(c) the FCA.

(4) Directions are enforceable, on an application by the Bank of England, by an injunction or, in

Scotland, by an order for specific performance under section 45 of the Court of Session Act 1988.

(5) A person is not liable for damages in respect of action or inaction in accordance with directions.

(6) The immunity does not extend to action or inaction—

(a) in bad faith, or

(b) in contravention of section 6(1) of the Human Rights Act 1998.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

2 Words substituted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(g)(i) (April 1, 2013: substitution has effect subject

to transitional and savings provisions specified in SI 2013/504 Pt 9)

3 Words repealed by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(g)(ii) (April 1, 2013: substitution has effect subject

to transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Sch. 17A(3) para. 35(1)-(6)(b): United Kingdom 

Financial Services and Markets Act 2000 Page 991
[ PART 4

FEES

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Law In Force

[ 36 

(1) The Bank of England may, in connection with the discharge of any of its qualifying functions,

require recognised clearing houses [ , EEA central counterparties or third country central

counterparties]

2

 to pay fees to the Bank.

(2) The “qualifying functions” of the Bank are—

(a) its functions under or as a result of this Part of this Act, [...]3

(b) its functions under or as a result of a qualifying EU provision that is specified, or of a

description specified, for the purposes of this sub-paragraph by the Treasury by order [ ,

and ]

4

[ (c) its functions under or as a result of Part 7 of the Companies Act 1989. ]

4

(3) The power of the Bank to set fees includes power to set fees for the purpose of meeting expenses

incurred by it or the FCA—

(a) in preparation for the exercise of functions by the Bank under this Part of this Act, or

(b) for the purpose of facilitating the exercise by the Bank of those functions or otherwise

in connection with their exercise by it.

(4) It is irrelevant when the expenses were incurred (and, in particular, it is irrelevant if expenses

were incurred by the FCA at a time when it was known as the Financial Services Authority).

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

2 Words inserted by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(h)(i) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

3 Word repealed by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties

and Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(h)(ii) (April 1, 2013: repeal has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Financial Services and Markets Act 2000 Page 992
4 Added by Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and

Trade Repositories) Regulations 2013/504 Pt 2 reg.3(16)(h)(iii) (April 1, 2013: insertion has effect subject to

transitional and savings provisions specified in SI 2013/504 Pt 9)

Extent

Sch. 17A(4) para. 36(1)-(4): United Kingdom 

Law In Force

[ 37 

Any fee which is owed to the Bank under paragraph 36 may be recovered as a debt due to the Bank.

]

1

Notes

1 Added by Financial Services Act 2012 c. 21 Sch.7 para.1 (January 24, 2013: insertion has effect on January 24,

2013 for the purposes of making orders or regulations as specified in SI 2013/113 art.2 and Sch.1 Pt 2 subject to

transitional provisions as specified in 2012 c.21 Sch.20 para.7; January 24, 2013 for the purposes of the preparation

of memorandum, the making of rules or the preparation and issue of a statement of policy as specified in SI

2013/113 art.2 Sch.1 Pt 3 subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7; April 1, 2013

subject to transitional provisions as specified in 2012 c.21 Sch.20 para.7 otherwise)

Extent

Sch. 17A(4) para. 37: United Kingdom 

SCHEDULE 18

MUTUALS

Sections 334, 336 and 338.

PART I

FRIENDLY SOCIETIES

The Friendly Societies Act 1974 (c.46)

Law In Force

1. 

Omit sections 4 (provision for separate registration areas) and 10 (societies registered in one

registration area carrying on business in another).

Financial Services and Markets Act 2000 Page 993
Commencement

Sch. 18(I) para. 1: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(I) para. 1: United Kingdom 

Law In Force

2. 

In section 7 (societies which may be registered), in subsection (2)(b), for “in the central registration

area or in Scotland” substitute “in the United Kingdom, the Channel Islands or the Isle of Man”.

Commencement

Sch. 18(I) para. 2: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(I) para. 2: United Kingdom 

Law In Force

3. 

In section 11 (additional registration requirements for societies with branches), omit “and where

any such society has branches in more than one registration area, section 10 above shall apply to

that society”.

Commencement

Sch. 18(I) para. 3: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(I) para. 3: United Kingdom 

Law In Force

4. 

In section 99(4) (punishment of fraud etc and recovery of property misapplied), omit “in the central

registration area”.

Commencement

Sch. 18(I) para. 4: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(I) para. 4: United Kingdom 

Financial Services and Markets Act 2000 Page 994
The Friendly Societies Act 1992 (c.40)

Law In Force

5. 

Omit sections 31 to 36A (authorisation of friendly societies business).

Commencement

Sch. 18(I) para. 5: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(I) para. 5: United Kingdom 

Law In Force

6. 

In section 37 (restrictions on combinations of business), omit subsections (1), (1A) and (7A) to (9).

Commencement

Sch. 18(I) para. 6: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(I) para. 6: United Kingdom 

Law In Force

7. 

Omit sections 38 to 43 (restrictions on business of certain authorised societies).

Commencement

Sch. 18(I) para. 7: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(I) para. 7: United Kingdom 

Law In Force

8. 

Omit sections 44 to 50 (regulation of friendly societies business).

Financial Services and Markets Act 2000 Page 995
Commencement

Sch. 18(I) para. 8: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(I) para. 8: United Kingdom 

PART II

FRIENDLY SOCIETIES: SUBSIDIARIES AND CONTROLLED BODIES

Law In Force

Interpretation

9. 

In this Part of this Schedule–

“the 1992 Act” means the Friendly Societies Act 1992; and

“section 13” means section 13 of that Act.

Commencement

Sch. 18(II) para. 9 definition of "the 1992 Act"- definition of "section 13": December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(II) para. 9 definition of "the 1992 Act"- definition of "section 13": United Kingdom 

Law In Force

Qualifying bodies

10.— 

(1) Subsections (2) to (5) of section 13 (incorporated friendly societies allowed to form or acquire

control or joint control only of qualifying bodies) cease to have effect.

(2) As a result, omit–

(a) subsections (8) and (11) of that section, and

(b) Schedule 7 to the 1992 Act (activities which may be carried on by a subsidiary of, or

body jointly controlled by, an incorporated friendly society).

Financial Services and Markets Act 2000 Page 996
Commencement

Sch. 18(II) para. 10(1)-(2)(b): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(II) para. 10(1)-(2)(b): United Kingdom 

Law In Force

Bodies controlled by societies

11. 

In section 13(9) (defined terms), after paragraph (a) insert–

“(aa) an incorporated friendly society also has control of a body corporate if the

body corporate is itself a body controlled in one of the ways mentioned in paragraph

(a)(i), (ii) or (iii) by a body corporate of which the society has control;”.

Commencement

Sch. 18(II) para. 11: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(II) para. 11: United Kingdom 

Law In Force

Joint control by societies

12. 

In section 13(9), after paragraph (c) insert–

“(cc) an incorporated friendly society also has joint control of a body corporate if–

(i) a subsidiary of the society has joint control of the body corporate in a

way mentioned in paragraph (c)(i), (ii) or (iii);

(ii) a body corporate of which the society has joint control has joint control

of the body corporate in such a way; or

(iii) the body corporate is controlled in a way mentioned in paragraph (a)(i),

(ii) or (iii) by a body corporate of which the society has joint control;”.

Commencement

Sch. 18(II) para. 12: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(II) para. 12: United Kingdom 

Financial Services and Markets Act 2000 Page 997
Law In Force

Acquisition of joint control

13. 

In section 13(9), in the words following paragraph (d), after “paragraph (c)” insert “or (cc)”.

Commencement

Sch. 18(II) para. 13: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(II) para. 13: United Kingdom 

Law In Force

Amendment of Schedule 8 to the 1992 Act

14.— 

(1) Schedule 8 to the 1992 Act (provision supplementing section 13) is amended as follows.

(2) Omit paragraph 3(2).

(3) After paragraph 3 insert–

“3A.— 

(1) A body is to be treated for the purposes of section 13(9) as having the right to appoint

to a directorship if–

(a) a person's appointment to the directorship follows necessarily from his

appointment as an officer of that body; or

(b) the directorship is held by the body itself.

(2) A body (“B”) and some other person (“P”) together are to be treated, for the purposes

of section 13(9), as having the right to appoint to a directorship if–

(a) P is a body corporate which has directors and a person's appointment to the

directorship follows necessarily from his appointment both as an officer of B and a

director of P;

(b) P is a body corporate which does not have directors and a person's appointment

to the directorship follows necessarily from his appointment both as an officer of B

and as a member of P's managing body; or

(c) the directorship is held jointly by B and P.

(3) For the purposes of section 13(9), a right to appoint (or remove) which is exercisable

only with the consent or agreement of another person must be left out of account unless no

other person has a right to appoint (or remove) in relation to that directorship.

(4) Nothing in this paragraph is to be read as restricting the effect of section 13(9).”

Financial Services and Markets Act 2000 Page 998
(4) In paragraph 9 (exercise of certain rights under instruction by, or in the interests of, incorporated

friendly society) insert at the end “or in the interests of any body over which the society has joint

control”.

Commencement

Sch. 18(II) para. 14(1)-(4): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(II) para. 14(1)-(4): United Kingdom 

Law In Force

Consequential amendments

15.— 

(1) Section 52 of the 1992 Act is amended as follows.

(2) In subsection (2), omit paragraph (d).

(3) In subsection (3), for “(4) below” substitute “(2)”.

(4) For subsection (4) substitute–

“(4) A court may not make an order under subsection (5) unless it is satisfied that one or

more of the conditions mentioned in subsection (2) are satisfied.

(5) In subsection (5), omit the words from “or, where” to the end.

Commencement

Sch. 18(II) para. 15(1)-(5): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(II) para. 15(1)-(5): United Kingdom 

Law In Force

References in other enactments

16. 

References in any provision of, or made under, any enactment to subsidiaries of, or bodies jointly

controlled by, an incorporated friendly society are to be read as including references to bodies

which are such subsidiaries or bodies as a result of any provision of this Part of this Schedule.

Financial Services and Markets Act 2000 Page 999
Commencement

Sch. 18(II) para. 16: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(II) para. 16: United Kingdom 

PART III

BUILDING SOCIETIES

The Building Societies Act 1986 (c.53)

Law In Force

17. 

Omit section 9 (initial authorisation to raise funds and borrow money).

Commencement

Sch. 18(III) para. 17: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(III) para. 17: United Kingdom 

Law In Force

18. 

Omit Schedule 3 (supplementary provisions about authorisation).

Commencement

Sch. 18(III) para. 18: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(III) para. 18: United Kingdom 

Financial Services and Markets Act 2000 Page 1000
PART IV

INDUSTRIAL AND PROVIDENT SOCIETIES

The Industrial and Provident Societies Act 1965 (c.12)

Law In Force

19. 

Omit section 8 (provision for separate registration areas for Scotland and for England, Wales and

the Channel Islands).

Commencement

Sch. 18(IV) para. 19: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(IV) para. 19: United Kingdom 

Law In Force

20. 

Omit section 70 (scale of fees to be paid in respect of transactions and inspection of documents).

Commencement

Sch. 18(IV) para. 20: December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 18(IV) para. 20: United Kingdom 

PART V

CREDIT UNIONS

The Credit Unions Act 1979 (c.34)

Law In Force

21. 

In section 6 (minimum and maximum number of members), omit subsections (2) to (6).

Financial Services and Markets Act 2000 Page 1001
Commencement

Sch. 18(V) para. 21: July 2, 2002 (SI 2001/3538 art. 2(5)(a))

Extent

Sch. 18(V) para. 21: United Kingdom 

Law In Force

22. 

In section 11 (loans), omit subsections (2) and (6).

Commencement

Sch. 18(V) para. 22: July 2, 2002 (SI 2001/3538 art. 2(5)(a))

Extent

Sch. 18(V) para. 22: United Kingdom 

Law In Force

23. 

Omit sections 11B (loans approved by credit unions), 11C (grant of certificates of approval) and

11D (withdrawal of certificates of approval).

Commencement

Sch. 18(V) para. 23: July 2, 2002 (SI 2001/3538 art. 2(5)(a))

Extent

Sch. 18(V) para. 23: United Kingdom 

Law In Force

24. 

In section 12, omit subsections (4) and (5).

Commencement

Sch. 18(V) para. 24: July 2, 2002 (SI 2001/3538 art. 2(5)(a))

Extent

Sch. 18(V) para. 24: United Kingdom 

Financial Services and Markets Act 2000 Page 1002
Law In Force

25. 

In section 14, omit subsections (2), (3), (5) and (6).

Commencement

Sch. 18(V) para. 25: July 2, 2002 (SI 2001/3538 art. 2(5)(a))

Extent

Sch. 18(V) para. 25: United Kingdom 

Law In Force

26. 

In section 28 (offences), omit subsection (2).”

Commencement

Sch. 18(V) para. 26: July 2, 2002 (SI 2001/3538 art. 2(5)(a))

Extent

Sch. 18(V) para. 26: United Kingdom 

SCHEDULE 19

COMPETITION INFORMATION

Section 351.

PART I

PERSONS AND FUNCTIONS FOR THE PURPOSES OF SECTION 351

R Repealed

1. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

PART II

THE ENACTMENTS

R Repealed

1. [...]1

Financial Services and Markets Act 2000 Page 1003
Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

2. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

3. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

4. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

5. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

6. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

7. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

8. [...]1

Financial Services and Markets Act 2000 Page 1004
Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

9. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

10. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

11. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

12. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

13. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

14. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

15. [...]1

Financial Services and Markets Act 2000 Page 1005
Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

16. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

17. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

18. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

R Repealed

19. [...]1

Notes

1 Repealed by Enterprise Act 2002 c. 40 Sch.26 para.1 (June 20, 2003 as SI 2003/1397)

SCHEDULE 20

MINOR AND CONSEQUENTIAL AMENDMENTS

Section 432(1)

Law In Force

The House of Commons Disqualification Act 1975 (c. 24)

1. 

In Part III of Schedule 1 to the House of Commons Disqualification Act 1975 (disqualifying offices)–

(a) omit–

“Any member of the Financial Services Tribunal in receipt of remuneration”

Financial Services and Markets Act 2000 Page 1006
[ . ]

1

(b) [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.4(2) para.1 (April 6, 2010)

Commencement

Sch. 20 para. 1(a): December 1, 2001 (SI 2001/3538 art. 2(1))

Sch. 20 para. 1(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 20 para. 1(a)-(b): United Kingdom 

Law In Force

The Northern Ireland Assembly Disqualification Act 1975 (c. 25)

2. 

In Part III of Schedule 1 to the Northern Ireland Assembly Disqualification Act 1975 (disqualifying

offices)–

(a) omit–

“Any member of the Financial Services Tribunal in receipt of remuneration”

[ . ]

1

(b) [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.4(2) para.1 (April 6, 2010)

Commencement

Sch. 20 para. 2(a): December 1, 2001 (SI 2001/3538 art. 2(1))

Sch. 20 para. 2(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 20 para. 2(a)-(b): United Kingdom 

Law In Force

The Civil Jurisdiction and Judgments Act 1982 (c. 27)

3. 

In paragraph 10 of Schedule 5 to the Civil Jurisdiction and Judgments Act 1982 (proceedings

excluded from the operation of Schedule 4 to that Act), for “section 188 of the Financial Services

Act 1986” substitute “section 415 of the Financial Services and Markets Act 2000”.

Financial Services and Markets Act 2000 Page 1007
Commencement

Sch. 20 para. 3: September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Extent

Sch. 20 para. 3: United Kingdom 

Law In Force

The Income and Corporation Taxes Act 1988 (c. 1)

4.— 

(1) The Income and Corporation Taxes Act 1988 is amended as follows.

(2) In section 76 (expenses of management: insurance companies), in subsection (8), omit the

definitions of–

“the 1986 Act”;

“authorised person”;

“investment business”;

“investor”;

“investor protection scheme”;

“prescribed”; and

“recognised self-regulating organisation”.

(3) [...]1

(4) [...]2

(5) [...]3

(6) [...]4

Notes

1 Repealed by Corporation Tax Act 2010 c. 4 Sch.3(1) para.1 (April 1, 2010 and has effect for corporation tax

purposes for accounting periods ending on or after that day, and for income tax and capital gains tax purposes, for

the tax year 2010-11 and subsequent tax years, subject to transitional provisions and savings specified in 2010 c.4

Sch.2)

2 Repealed by Income Tax Act 2007 c. 3 Sch.3(1) para.1 (April 6, 2007: for income tax purposes, for the tax year

2007-08 and subsequent tax years and for corporation tax purposes for accounting periods ending after April 5,

2007, subject to savings and transitional provisions specified in 2007 c.3 s.1030(1) and Sch.2)

3 Repealed by Finance Act 2009, Schedule 47 (Consequential Amendments) Order 2009/2035 Sch.1 para.60(h)

(August 13, 2009)

4 Repealed by Finance Act 2007 c. 11 Sch.27(6)(5) para.1 (July 19, 2007)

Commencement

Sch. 20 para. 4(1)-(6): December 1, 2001 (SI 2001/3538 art. 2(1))

Financial Services and Markets Act 2000 Page 1008
Extent

Sch. 20 para. 4(1)-(6): United Kingdom 

Law In Force

The Finance Act 1991 (c. 31)

5.— 

(1) The Finance Act 1991 is amended as follows.

(2) In section 47 (investor protection schemes), omit subsections (1), (2) and (4).

(3) In section 116 (investment exchanges and clearing houses: stamp duty), in subsection (4)(b),

for “Financial Services Act 1986” substitute “Financial Services and Markets Act 2000”.

Commencement

Sch. 20 para. 5(1)-(3): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 20 para. 5(1)-(3): United Kingdom 

R Repealed

6.— [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.4(2) para.1 (April 6, 2010)

Law In Force

The Judicial Pensions and Retirement Act 1993 (c. 8)

7.— 

(1) The Judicial Pensions and Retirement Act 1993 is amended as follows.

(2) [...]1

(3) In Schedule 5 (relevant offices in relation to retirement provisions)–

(a) omit the entry–

“Member of the Financial Services Tribunal appointed by the Lord Chancellor”

[ . ]

1

(b) [...]1

Notes

1 Repealed by Transfer of Tribunal Functions Order 2010/22 Sch.4(2) para.1 (April 6, 2010)

Financial Services and Markets Act 2000 Page 1009
Commencement

Sch. 20 para. 7(1)-(3), (3)(b): September 3, 2001 (SI 2001/2632 art. 2(2), Sch. 1(2) para. 1)

Sch. 20 para. 7(3)(a): December 1, 2001 (SI 2001/3538 art. 2(1))

Extent

Sch. 20 para. 7(1)-(3)(b): United Kingdom 

SCHEDULE 21

TRANSITIONAL PROVISIONS AND SAVINGS

Section 432(2).

Law In Force

Self-regulating organisations

1.— 

(1) No new application under section 9 of the 1986 Act (application for recognition) may be

entertained.

(2) No outstanding application made under that section before the passing of this Act may continue

to be entertained.

(3) After the date which is the designated date for a recognised self-regulating organisation–

(a) the recognition order for that organisation may not be revoked under section 11 of the

1986 Act (revocation of recognition);

(b) no application may be made to the court under section 12 of the 1986 Act (compliance

orders) with respect to that organisation.

(4) The powers conferred by section 13 of the 1986 Act (alteration of rules for protection of investors)

may not be exercised.

(5) “Designated date” means such date as the Treasury may by order designate.

(6) Sub-paragraph (3) does not apply to a recognised self-regulating organisation in respect of

which a notice of intention to revoke its recognition order was given under section 11(3) of the

1986 Act before the passing of this Act if that notice has not been withdrawn.

(7) Expenditure incurred by the Authority in connection with the winding up of any body which

was, immediately before the passing of this Act, a recognised self-regulating organisation is to be

treated as having been incurred in connection with the discharge by the Authority of functions

under this Act.

(8) “Recognised self-regulating organisation” means an organisation which, immediately before

the passing of this Act, was such an organisation for the purposes of the 1986 Act.

(9) “The 1986 Act” means the Financial Services Act 1986.

Financial Services and Markets Act 2000 Page 1010
Commencement

Sch. 21 para. 1(1)-(9): June 14, 2000 (2000 c. 8 Pt XXX s. 431(1)(c))

Extent

Sch. 21 para. 1(1)-(9): United Kingdom 

Law In Force

Self-regulating organisations for friendly societies

2.— 

(1) No new application under paragraph 2 of Schedule 11 to the 1986 Act (application for

recognition) may be entertained.

(2) No outstanding application made under that paragraph before the passing of this Act may

continue to be entertained.

(3) After the date which is the designated date for a recognised self-regulating organisation for

friendly societies–

(a) the recognition order for that organisation may not be revoked under paragraph 5 of

Schedule 11 to the 1986 Act (revocation of recognition);

(b) no application may be made to the court under paragraph 6 of that Schedule (compliance

orders) with respect to that organisation.

(4) “Designated date” means such date as the Treasury may by order designate.

(5) Sub-paragraph (3) does not apply to a recognised self-regulating organisation for friendly

societies in respect of which a notice of intention to revoke its recognition order was given under

section 11(3) of the 1986 Act (as applied by paragraph 5(2) of that Schedule) before the passing

of this Act if that notice has not been withdrawn.

(6) Expenditure incurred by the Authority in connection with the winding up of any body which

was, immediately before the passing of this Act, a recognised self-regulating organisation for

friendly societies is to be treated as having been incurred in connection with the discharge by the

Authority of functions under this Act.

(7) “Recognised self-regulating organisation for friendly societies” means an organisation which,

immediately before the passing of this Act, was such an organisation for the purposes of the 1986

Act.

(8) “The 1986 Act” means the Financial Services Act 1986.

Commencement

Sch. 21 para. 2(1)-(8): June 14, 2000 (2000 c. 8 Pt XXX s. 431(1)(c))

Extent

Sch. 21 para. 2(1)-(8): United Kingdom 

Financial Services and Markets Act 2000 Page 1011
SCHEDULE 22

REPEALS

Section 432(3).

Law In Force

Chapter Short title Extent of repeal

1923 c. 8. The Industrial Assurance Act 1923. The whole Act.

The Industrial Assurance and Friendly The whole Act.

Societies Act 1948.

1948 c. 39.

The Industrial and Provident Societies Section 8.

Act 1965.

1965 c. 12.

Section 70.

1974 c. 46. The Friendly Societies Act 1974. Section 4.

Section 10.

In section 11, from “and where” to “that society”.

In section 99(4), “in the central registration area”.

In Schedule 1, in Part III, “Any member of the Financial

Services Tribunal in receipt of remuneration”.

The House of Commons

Disqualification Act 1975.

1975 c. 24.

In Schedule 1, in Part III, “Any member of the Financial

Services Tribunal in receipt of remuneration”.

The Northern Ireland Assembly

Disqualification Act 1975.

1975 c. 25.

The Insurance Brokers (Registration) The whole Act.

Act 1977.

1977 c. 46.

1979 c. 34. The Credit Unions Act 1979. Section 6(2) to (6).

Section 11(2) and (6).

Sections 11B, 11C and 11D.

Section 12(4) and (5).

In section 14, subsections (2), (3), (5) and (6).

Section 28(2).

1986 c. 53. The Building Societies Act 1986. Section 9.

Schedule 3.

In section 76, in subsection (8), the definitions of “the 1986

Act”, “authorised person”, “investment business”,

The Income and Corporation Taxes

Act 1988.

1988 c. 1.

“investor”, “investor protection scheme”, “prescribed” and

“recognised self-regulating organisation”.

1991 c. 31. The Finance Act 1991. In section 47, subsections (1), (2) and (4).

1992 c. 40. The Friendly Societies Act 1992. In section 13, subsections (2) to (5), (8) and (11).

Sections 31 to 36.

In section 37, subsections (1), (1A) and (7A) to (9).

Sections 38 to 50.

In section 52, subsection (2)(d) and, in subsection (5), the

words from “or where” to the end.

Schedule 7.

In Schedule 8, paragraph 3 (2).

Financial Services and Markets Act 2000 Page 1012
Chapter Short title Extent of repeal

In Schedule 5, “Member of the Financial Services Tribunal

appointed by the Lord Chancellor”.

The Judicial Pensions and Retirement

Act 1993.

1993 c. 8.

Commencement

Sch. 22 para. 1: April 30, 2001 for repeal specified in SI 2001/1282 art.2(b); December 1, 2001 for repeals specified

in SI 2001/3538 art.2(1); July 2, 2002 for repeals specified in SI 2001/3538 art.2(5)(b) (SI 2001/1282 art. 2(b); SI

2001/3538 art. 2(1), art. 2(5)(b))

Extent

Sch. 22 para. 1: United Kingdom 

EXPLANATORY NOTES

INTRODUCTION

1. These explanatory notes relate to the Financial Services and Markets Act 2000 (“the Act”) which

received Royal Assent on 14 June 2000. They have been prepared by HM Treasury in order to

assist the reader in understanding the Act. They do not form part of the Act and have not been

endorsed by Parliament.

2. The notes need to be read in conjunction with the Act. They are not, and are not meant to be, a

comprehensive description of the Act. So where a section or part of a section does not seem to

require any explanation or comment, none is given.

SUMMARY

3. The Act provides the framework within which a single regulator for the financial services industry,

the Financial Services Authority (“the Authority”), will operate. It equips the Authority with a full

range of statutory powers and creates the Financial Services and Markets Tribunal (“the Tribunal”).

The Act also establishes the framework for single ombudsman and compensation schemes to provide

further protection for consumers.

4. The Act makes provision, amongst other things, with respect to:

• the constitution and accountability of the Authority;

• the definition of the scope of regulated activities;

• the control of financial promotion;

• powers of the Authority to authorise, regulate, investigate and discipline authorised persons;

• the recognition of investment exchanges and clearing houses;

• arrangements for the approval of controllers and the performance of regulated activities;

• the oversight of financial services provided by members of the professions;

• regulation and marketing of collective investment schemes;

• certain criminal offences;

• powers to impose penalties for market abuse; and

Financial Services and Markets Act 2000 Page 1013
• the transfer to the Authority of registration functions in respect of building societies,

friendly societies, industrial and provident societies and certain other mutual societies.

5. An overview of the Act is set out below. A detailed description of each Part and the sections is

contained in the commentary. Terms used are defined in the text where they first appear. There is

a glossary of certain terms defined in the Act and certain other terms which are used throughout

these notes.

BACKGROUND

Financial Services Overview

6. The UK financial services industry accounts for approximately 7 per cent of GDP, employing

over 1 million people in the City of London and across the country.

7. Businesses to be authorised and regulated under the Act include:

• Banks

• Building societies

• Insurance companies

• Friendly societies

• Credit unions

• Lloyd's

• Investment and pensions advisers

• Stockbrokers

• Professional firms offering certain types of investment services

• Fund managers

• Derivatives traders

Regulatory Framework

8. The regulation of financial services has, historically, been the responsibility of a range of different

bodies:

• the Authority (formerly the Securities and Investment Board);

• the Self-Regulating Organisations (“SROs”): most recently the Personal Investment

Authority, the Investment Management Regulatory Organisation and the Securities and

Futures Authority;

• the former Supervision and Surveillance Branch of the Bank of England;

• the Building Societies Commission;

• the Insurance Directorate of the Treasury;

• the Friendly Societies Commission; and

• the Registry of Friendly Societies.

9. Following the Government's announcement of its proposals to introduce legislation to reform

the regulation of financial services in May 1997, steps were taken to transfer responsibility for

regulation to the Authority. Certain functions under the Banking Act 1987 (“Banking Act”) were

transferred by the Bank of England Act 1998. In other cases, the Authority entered into contracts

with the relevant bodies to perform regulatory functions on their behalf. For example, the Treasury

contracted with the Authority for the performance of certain functions under the Insurance Companies

Act 1982 (“ICA 1982”). Many relevant staff transferred to the Authority and relocated to its

headquarters building. This process of integration will be completed when the Act is brought into

force.

Financial Services and Markets Act 2000 Page 1014
10. The Act will broadly continue the regime for recognised investment exchanges and clearing

houses under the Financial Services Act 1986 (“FS Act 1986”), although the Authority's powers

under the Act will be widened as compared with those under the predecessor legislation. The

Authority will have powers to regulate the Lloyd's insurance market, and have powers of direction

over the Council of Lloyd's, although the latter will retain its responsibilities under Lloyd's Acts

for the superintendence and governance of the Society of Lloyd's. The recognised professional

bodies regime under the FS Act 1986 will not continue. Professional firms (such as solicitors,

accountants and actuaries) carrying on mainstream regulated activities will be authorised and

regulated directly by the Authority. However, some categories of professional firm will benefit

from an exclusion from the scope of regulation under the Act, subject to arms-length oversight by

and certain powers of the Authority. The Act does not affect the professional bodies' wider powers

to regulate the professional activities of members of their respective professions.

11. The Act is intended to coordinate and modernise financial regulatory arrangements which are

currently established under a number of different enactments:

• the Credit Unions Act 1979

• the Insurance Companies Act 1982

• the Financial Services Act 1986

• the Building Societies Act 1986

• the Banking Act 1987

• the Friendly Societies Act 1992

12. Those enactments are generally supplemented by secondary legislation or rules. It is intended

that the powers conferred by section 426 will be used so that the relevant parts of that legislation,

and rules and regulations made under it, will be substantially repealed when the Act comes into

force. Certain other enactments will also be repealed, or substantially repealed, including the

Policyholders Protection Acts 1975–97, the Industrial Assurance Acts 1923–48 and the Insurance

Brokers (Registration) Act 1977.

13. The Act also provides for the transfer of the remaining functions, including for example functions

relating to the registration of mutual societies, of the Building Societies Commission, the Friendly

Societies Commission and the Registry of Friendly Societies.

Consultation and scrutiny

14. In July 1998, the Treasury published a paper entitled Financial Services and Markets Bill: A

Consultation Document which explained its policy in detail and included a draft of the Bill. That

consultation exercise attracted comments from over 220 firms and bodies interested in the regulation

of financial services, including those representing consumers. The Treasury also published a number

of relevant consultation papers, including drafts of secondary legislation to be made under the Act.

Copies of relevant documents, including consultation papers and press notices, were made available

at the Treasury's website (www.hm-treasury.gov.uk).

15. The draft Bill was subject to pre-legislative scrutiny prior to its introduction into the House of

Commons. The Treasury Committee published its third report of Session 1998–1999 on Financial

Services Regulation in February 1999 (Financial Services Regulation, Volumes I and II; House of

Commons 73 I–II). The Government's response was published in March 1999 (Financial Services

Regulation: The Government's Response to the Third Report from the Committee of Session 1998–99;

House of Commons 347).

Financial Services and Markets Act 2000 Page 1015
16. A Joint Committee of both Houses of Parliament was also established to consider aspects of

the draft Bill. That committee was also able to consider the Treasury's Progress Report published

in March 1999. The Joint Committee published its first report on 29 April 1999 (Draft Financial

Services and Markets Bill: First Report; House of Lords, 50 I–II; House of Commons, HC328 I–II)

and its second report on 2 June 1999 (Draft Financial Services and Markets Bill: Second Report;

House of Lords, 66; House of Commons, HC465). The Government response to the reports of the

Joint Committee on Financial Services and Markets was published in June 1999.

17. The Bill was introduced into the House of Commons on 17 June 1999 and given its second

reading on 28 June 1999. The Bill was the first public Bill to be carried over from session of

Parliament to the another, under a new procedure recommended by the Select Committee on

Modernisation of the House of Commons. The Bill was scrutinised in Standing Committee A

between 6 July 1999 and 9 December 1999 (35 sessions). Report Stage took place on 27 January

2000 and on 1 and 9 February 2000. The Bill also received its third reading in the House of Commons

on 9 February 2000.

18. The Bill was introduced into the House of Lords on 10 February 2000. It received its second

reading on 21 February 2000. There were five Committee days, between 16 and 30 March 2000,

followed by three days on Report, on 13 and 18 April 2000 and on 9 May 2000. The Bill received

its third reading on 18 May 2000.

19. While the Bill was before the House of Lords, the Treasury also submitted a number of

memoranda on the powers to make delegated legislation under the Bill to the Delegated Powers

and Deregulation Committee. The Committee reported its view in a number of published reports.

The relevant reports were the Seventh Report (16 February 2000), Eighth Report (8 March 2000),

Tenth Report (15 March 2000) Twelfth Report (12 April 2000) and Sixteenth Report (17 May

2000). The Treasury's memorandum in each case was annexed to the report.

20. The Bill returned to the Commons for consideration of Lords Amendments on 5 June 2000. It

was subsequently returned to the Lords for consideration of Commons amendments on 12 June

2000. This completed the Bill's Parliamentary passage. Royal Assent was given on 14 June 2000.

21. The Authority consults widely on the way it proposes to use its powers and carry out functions

under the Act in accordance with the requirements under the Act. Full details of the Authority's

consultation papers are available on its website (www.fsa.gov.uk) from where copies of current

documents can be downloaded.

INTERPRETATION

22. There are many defined words and expressions in the Act.

23. Most of the definitions are for the purpose only of the section or Schedule in which they are

used. So, for example, the three words defined in subsections (13), (14) and (15) of section 21 are

defined only for the purposes of that section.

24. Where there is no indication that a definition is intended to apply to a group of provisions, a

Part of the Act or the Act as a whole, it applies only for the purposes of the section or Schedule in

which it appears.

25. Many of these single-provision definitions are just drafting devices to avoid clumsy repetition

which would make an already long Act even longer. For example, in section 38 the word “specified”

is used on its own on five occasions. The definition in subsection (4) is there to save repeating the

words “in an exemption order” each time it is used.

Financial Services and Markets Act 2000 Page 1016
26. Some of the words and expressions that are defined just for the purposes of the particular

provision in which the definition occurs are used (and defined separately) in other provisions —

where they may have a different meaning. For example “consumers”is defined separately for the

purposes of sections 5(3), 10(7), 14(5) and 138(7) (the definition in section 10(7) differing from

the others).

27. The Act consists of a large number of separate Parts. Where a particular Part deals with a

self-contained subject there may be a separate interpretation section within the Part (for example

section 193, which deals with the interpretation of Part XIII).

28. For the Act as a whole, Part XXIX contains a group of nine sections which deal with expressions

used in a number of provisions and other matters which bear on the interpretation of provisions of

the Act.

29. The purpose of this glossary is to provide the reader with a guide to words or expressions which

are defined generally and so liable to be met in provisions which do not themselves contain the

definition.

Where defined (references are to sections, unless

otherwise specified)

Expression

appointed representative 39(2)

approved person 64(13)

auditors and actuaries rules 417

Authority 1(1)

authorised person 31(2)

authorisation offence 23(2)

body corporate 417(1)

chief executive 417(1)

collective investment scheme 235

Commission 417(1)

compensation scheme 213(2)

compulsory jurisdiction 226(8)

control of information rules 147(1)

controller 422

director 417(1)

documents 417(1)

EEA authorisation 425(1) and Sch 3, para 6

EEA firm 425(1) and Sch 3, para 5

EEA right 425(1) and Sch 3, para 7

EEA State 425(1) and Sch 3, para 8

exempt person 417(1)

financial promotion rules 417(1)

first banking co-ordination directive 425(1) and Sch 3, para 2(1)

first life insurance directive 425(1) and Sch 3, para 3(2)

first non-life insurance directive 425(1) and Sch 3, Para 3(5)

friendly society 417(1)

Financial Services and Markets Act 2000 Page 1017
Where defined (references are to sections, unless

otherwise specified)

Expression

general guidance 158(3)

general prohibition 19(2)

general rules 138(2)

group 421

home state authorisation 425(2) and Sch 4, para 1

home state regulator 425(1) and Sch 3, para 9

host state regulator 425(1) and Sch 3, para 11

incorporated friendly society 417(1)

industrial and provident society 417(1)

insurance business rules 141(5)

insurance directives 425(1) and Sch 3, para 3(1)

investment services directive 425(1) and Sch 3, para 4

legal assistance scheme 134(4)

listed securities 14(7)

manager 423

market abuse 118(1)

Minister of the Crown 417(1)

money laundering rules 417(1)

notice of control 178(5)

ombudsman scheme 225(3)

open-ended investment company 236

own initiative power 45(5)

parent undertaking 420

Part IV permission 40(4)

partnership 417(1)

policy 424(2)

prescribed 417(1)

price stabilising rules 417(1)

private company 417(1)

prohibition order 56(2)

recognised clearing house 285

recognised investment exchange 285

recognised scheme 237(3)

registered friendly society 417(1)

regulated activity 22

regulating provisions 159(1)

regulatory objectives 2

regulatory provisions 302(1)

rule 417(1)

rule-making instrument 153

Financial Services and Markets Act 2000 Page 1018
Where defined (references are to sections, unless

otherwise specified)

Expression

scheme manager 212(1)

scheme operator 225(2)

scheme particulars rules 248(1)

second banking co-ordination directive 425(1) and Sch 3, para 2(2)

second life insurance directive 425(1) and Sch 3, para 3(6)

second non-life insurance directive 425(1) and Sch 3, para 3(3)

seventh company law directive 417(1)

single market directives 425(1) and Sch 3, para 1

subsidiary undertaking 420

supervisory notice 395(13)

third life insurance directive 425(1) and Sch 3, para 3(7)

third non-life insurance directive 425(1) and Sch 3, para 3(4)

threshold conditions 41

Treaty 417(1)

Treaty firm 425(2) and Sch 4, para 1

Tribunal 132(1)

trust scheme rules 247(1)

UK authorised person 178(4)

UK firm 425(1) and Sch 3, para 10

unit trust scheme 237

voluntary jurisdiction 227(12)

Notices

30. The Act frequently refers to the Authority proceeding by way of giving a “warning notice” or

a “decision notice”. The requirement to proceed in this way has particular procedural consequences,

both in terms of the contents of those types of notice and of how action initiated by them must be

taken forward. Those consequences are governed by the provisions of Part XXVI of the Act, to

which reference should be made whenever the Authority is directed to proceed in this way.

GLOSSARY OF TERMS USED IN THE EXPLANATORY NOTE

31. In addition to the defined terms above, for convenience, these explanatory notes also use certain

other abbreviated terms as set out below.

Term used in these notes Meaning

Banking Act Banking Act 1987

CC Act 1974 Consumer Credit Act 1974

Companies Act Companies Act 1985

competent authority the competent authority for listing

DGFT Director General of Fair Trading

Directives adopted by the relevant European Community

institution

EC directives

FS Act 1986 Financial Services Act 1986

Financial Services and Markets Act 2000 Page 1019
Term used in these notes Meaning

ICA 1982 Insurance Companies Act 1982

oeic open-ended investment company

Self-Regulating Organisations, which are responsible for the

regulation of investment business under the FS Act 1986

SROs

THE ACT

32. The Act is in 30 Parts.

• Part I, The Regulator. This Part sets out the Authority's general duties and statutory

objectives. It also, with Schedule 1, imposes requirements about the Authority's constitution

and accountability and about the exercise of certain of its functions.

• Part II, Regulated and Prohibited Activities. This Part provides a power for the Treasury

to set the scope of regulation by order, within the overall object and purpose of the Act. It

prohibits persons who are not authorised (or exempt) from carrying on a regulated activity

in the United Kingdom and from holding themselves out as being authorised or exempt. It

also sets out arrangements for the regulation of financial promotion.

• Part III, Authorisation and Exemption. This Part sets out which persons are to be authorised

for the purposes of the Act and gives the Treasury power to exempt certain persons from

the requirement to be authorised. Authorised persons will include those persons given

permission under Part IV and certain persons from other member States who are authorised

in accordance with arrangements under the Treaty of Rome (the “Treaty”) and the single

market directives.

Part IV, Permission to Carry on Regulated Activities. This Part entitles persons to apply for the

Authority's permission to carry on particular regulated activities and makes provision about the

giving, variation and revocation of such permissions by the Authority.

Part V, Performance of Regulated Activities. This Part requires persons, such as employees

and office holders, who perform specified types of function for authorised persons, to be

approved by the Authority. It requires such approved persons to behave in a way that complies

with any statements of principle issued by the Authority and gives the Authority certain

disciplinary powers. It also gives the Authority powers to prohibit persons from carrying out

functions in relation to regulated activities.

Part VI, Official Listing. This Part sets out the powers of the competent authority and the obligations

of issuers listed securities. It makes provision for the maintenance of, and admission to, the official

list, and for the making of listing rules (including listing rules in relation to sponsors).

Part VII, Control of Business Transfers. This Part creates a mechanism for the transfer of

banking and insurance business, subject to a court procedure and regulatory scrutiny.

Part VIII, Penalties for Market Abuse. This Part confers on the Authority power to impose

penalties for market abuse. The Act sets out the kinds of behaviour which constitute market

abuse and requires the Authority to produce a code which help to determine whether particular

behaviour amounts to market abuse.

Part IX, Hearings and Appeals. This Part establishes the Tribunal and sets out the procedure

for referring cases to it where the Authority has decided to take regulatory action under the

various powers conferred by the Act. It gives a right to appeal against a decision of the Tribunal

on a point of law.

Financial Services and Markets Act 2000 Page 1020
Part X, Rules and Guidance. This Part confers powers upon the Authority to set regulatory

requirements for persons authorised under the Act. It gives the Authority power to issue

guidance on requirements imposed by and under the Act. It also sets out the procedures that

the Authority must follow in exercising those powers.

Part XI, Information Gathering and Investigations. This Part sets out the powers of the

Authority and of the Secretary of State to require the production of information and

documents, to require reports to be prepared, to conduct investigations and to gain access to

premises with a warrant.

Part XII, Control over Authorised Persons. This Part requires persons who propose to acquire

control over certain authorised persons to notify, and secure the approval of, the Authority.

Part XIII, Incoming Firms: Intervention by the Authority. This Part confers power on the

Authority to intervene in the activities of authorised persons from other member States who are

authorised in accordance with rights under the Treaty and EC directives. It sets out the grounds on

which the power is exercisable and the procedure for exercising it.

Part XIV, Disciplinary Measures. This Part gives the Authority powers to issue public statements

about, or impose penalties on, authorised persons who fail to comply with requirements imposed

by or under the Act.

Part XV, The Financial Services Compensation Scheme. This Part requires the Authority to

create a scheme for the payment of compensation to consumers who suffer financial loss as

a consequence of the inability of an authorised person to meet its liabilities. It also confers a

certain number of powers on the manager of the scheme.

Part XVI, The Ombudsman Scheme. This Part requires the Authority to establish a single,

compulsory ombudsman scheme for the speedy and informal resolution of disputes between

members of the public and authorised persons and confers certain powers on the operator

of the ombudsman scheme for that purpose. It also provides for the ombudsman to adjudicate

on certain other types of dispute, on a voluntary basis.

Part XVII, Collective Investment Schemes. This Part provides for the regulation of collective

investment schemes.

Part XVIII, Recognised Investment Exchanges and Clearing Houses. This Part sets out the

regulatory regime for investment exchanges and clearing houses and provides for competition

scrutiny of the regulatory provisions and practices of those bodies.

Part XIX, Lloyd's. This Part makes the Society of Lloyd's an authorised person and gives the

Authority certain powers to direct the affairs of the Society, its members and Lloyd's managing

and members' agents. It also provides for the regulation of former underwriting members of

the Society.

Part XX, Provision of Financial Services by Members of the Professions. This Part creates an

exemption for members of the professions providing financial services to clients in particular

circumstances and gives the Authority an oversight role and certain powers in relation to

firms that benefit from the exemption.

Part XXI, Mutual Societies. This Part confers powers on the Treasury to transfer to the

Authority and to the Treasury certain functions relating to the registration and regulation

of building societies, friendly societies and industrial and provident societies and certain other

mutual societies. It also confers powers to dissolve certain statutory bodies.

Financial Services and Markets Act 2000 Page 1021
Part XXII, Auditors and Actuaries. This Part concerns the appointment of auditors and

actuaries by authorised persons and their responsibilities.

Part XXIII, Public Record and Disclosure of Information. This Part requires the Authority

to maintain a public record of authorised (and certain other) persons, and makes provision

about the purposes for which confidential information may be disclosed by and to the Authority

and other persons having functions under the Act.

Part XXIV, Insolvency. This Part gives the Authority powers to ask the courts to wind up, or

initiate other insolvency procedures against, authorised (and certain other) persons. It also

enables the Authority to be heard by the court when such proceedings are commenced by

third parties.

Part XXV, Injunctions and Restitution. This Part gives the Authority and the Secretary of

State powers to seek injunctions in relation to regulatory contraventions and offences for

which the Authority has powers to prosecute. It also provides for restitution to be paid to

those who have incurred a loss as a result of such a contravention.

Part XXVI, Notices. This Part contains provisions relating to the procedures which the

Authority must follow when giving notice of proposed actions under various provisions of

the Act. It relates, for example, to decisions not to give permissions or to refuse applications

for approvals and to decisions to take regulatory action, such as imposing penalties or making

public statements.

Part XXVII, Offences. This Part creates certain offences, including making misleading statements

and supplying false information to the Authority. It also makes general provision about offences

under the Act and contains provision about the institution of proceedings, for example under Part

V of the Criminal Justice Act 1993 (insider dealing) and in relation to money laundering.

Part XXVIII, Miscellaneous. This Part contains provisions giving the Treasury power to direct the

Authority and certain other bodies to comply with the UK's international obligations, including

European Union decisions to take reciprocal trade action. It also contains provisions concerning

gaming contracts, reviews of past business and a number of other matters.

Part XXIX, Interpretation.

Part XXX, Supplemental. This Part contains provisions dealing with the commencement of

the legislation and its territorial scope. It confers certain powers on the Treasury in relation

to consequential and transitional provisions and withSchedules 18 and 20 to 22makes certain

amendments to other legislation.

COMMENTARY ON SECTIONS

PART I: THE REGULATOR

33. This Part sets out the Authority's general duties and statutory objectives. Together with Schedule

1, it specifies statutory requirements for the Authority's constitution and status and the exercise of

certain of its functions. It sets out arrangements which the Authority is required to make for

consulting practitioners and consumers. It provides powers for the Treasury to commission reviews

of the economy, efficiency and effectiveness with which the Authority has used its resources and

to arrange independent inquiries into regulatory matters of serious concern.

Section 1: The Financial Services Authority

Financial Services and Markets Act 2000 Page 1022
34. The Authority is a company limited by guarantee formed under the Companies Act 1985

(“Companies Act”) as the Securities and Investment Board for the purpose of carrying out functions

under the FS Act 1986. It later assumed functions under the Banking Act and exercised functions

under other financial regulatory legislation, including for example under the ICA 1982 on behalf

of the Treasury.

Section 2: The Authority's general duties

35. This section requires the Authority to discharge its general functions in accordance with its

objectives and with regard to a number of principles. The objectives do not in themselves impose

specific statutory duties or functions on the Authority. Rather, the section requires the Authority

to carry out its general functions insofar as possible in a way which is compatible with the objectives

and which, taking into account any need to balance the objectives as a whole, it considers most

appropriate to their fulfilment.

36. Subsection (2) lists the Authority's objectives — market confidence, public awareness, the

protection of consumers and the reduction of financial crime — which are elaborated in sections

3 to 6.

37. Subsection (4) applies those objectives to the Authority's functions in two distinct ways:

• they apply directly to the exercise of the Authority's rule-making, code issuing and general

guidance functions taken as a whole;

• they apply to the policy and principles by which it exercises its other functions.

38. Subsection (3) lists a number of matters to which the Authority must also have regard in making

its rules and guidance and determining the policy and principles by which it exercises its other

functions.

Section 5: The protection of consumers

39. Subsection (2) sets out factors to which the Authority must have regard when considering the

appropriate degree of protection. These are, briefly, the degree of risk involved, the sophistication

and experience of the parties to the transaction, the need of customers for advice and information

and the general principle that consumers should take responsibility for their decisions. There is no

obligation on the Authority to place particular weight on any one of these factors.

Section 6: The reduction of financial crime

40. This provision does not by itself impose any duties on firms. The Authority is expected to

pursue this objective in co-operation with various law enforcement agencies.

Section 7: Duty of Authority to follow principles of good governance

41. Part I and Schedule 1 set out, amongst other things, certain requirements of the Authority's

constitution. The effect of this section is to require the Authority to have regard, subject to those

requirements, to such generally accepted principles of good corporate governance in managing its

affairs as it is reasonable to regard as applicable to it. Such principles might include those contained

in the Combined Code of the Committee on Corporate Governance. However, some principles,

such as relations with shareholders, are not relevant to the Authority as it is a company limited by

guarantee and so need not be taken into account.

Section 8: The Authority's general duty to consult

42. This section requires the Authority to make and maintain effective arrangements for consulting

practitioners and consumers. These arrangements must include, but are not limited to, the

Financial Services and Markets Act 2000 Page 1023
establishment of Practitioner and Consumer Panels. The statutory obligation for the Authority to

maintain panels to represent the interests of practitioners and consumers was not present in previous

financial services, banking or insurance legislation. The Authority established panels of practitioners

and consumers, on a non-statutory basis, before such a requirement was imposed under the Act.

The effect of sections 9 and 10 is to require the Authority to continue to maintain those panels.

Section 11: Duty to consider representations by the Panels

43. This section requires the Authority to consider representations made to it by either the Practitioner

Panel or the Consumer Panel in accordance with the arrangements under section 8 and, where it

disagrees with the views expressed or proposals made in such representations, to give its reasons

in writing.

Section 12: Reviews

44. This section enables the Treasury to commission independent reviews of the economy, efficiency

and effectiveness with which the Authority has used its resources.

Section 13: Right to obtain documents and information

45. The person appointed by the Treasury to perform a review under section 12 has a right of access

to documents held by the Authority.

Section 14: Cases in which the Treasury may arrange independent inquiries

46. This section, together with sections 15 to 18, provides the mechanism for the Treasury to appoint

a person to hold an independent inquiry into the circumstances surrounding regulatory events which

give rise to serious questions or public concern about the regulatory framework or the effectiveness

of regulation in practice. They provide a statutory basis for launching the type of inquiry which

has been conducted in the past into the failures of the Bank of Credit & Commerce International

(“BCCI”) in 1991 and Barings in 1995. The Bingham Inquiry into BCCI was conducted on a

non-statutory basis and therefore had no powers to require witnesses to attend or give evidence.

The Barings Inquiry was conducted by the Board of Banking Supervision, an advisory body within

the Bank of England using powers under the Banking Act.

47. The types of events into which an inquiry may be held are set out in this section. There are two

cases. The first case, set out in subsection (2), relates to events concerning persons carrying on

regulated activities or collective investment schemes. To trigger the power, it must appear to the

Treasury that two conditions are met. The first of these is that the events posed, or could have

posed, a grave risk to the financial system, or caused, or could have caused, significant damage to

the interests of consumers. The second condition is that a serious failure in the regulatory system,

or in the operation of that system, might have caused or exacerbated the risk or damage, or potential

risk or damage.

48. The second case, set out in subsection (3), relates to the listing function under Part VI. Here

the Treasury must be concerned with the damage, or potential damage, that might have been caused

by a serious failure in the listing regime or its operation.

49. Subsection (4) provides that in either case the Treasury may initiate an inquiry only where they

consider that it is in the public interest to do so.

Section 15: Power to appoint person to hold an inquiry

50. Under subsection (1), the Treasury may appoint a person whom they consider appropriate to

conduct an investigation and, under subsection (2), may give directions to that person concerning

Financial Services and Markets Act 2000 Page 1024
the scope of the inquiry, how it is to be conducted, when it is to be completed by, and the form of

any report of the inquiry. The power to direct the inquiry enables the Treasury to ensure that it

focuses on the important questions, and that it is concluded in a manner and on a timescale that is

appropriate in light of any public concern there might be.

Section 16: Powers of appointed person and procedure

51. This section gives the person holding the inquiry discretion as to how the inquiry is conducted,

and provides that person with powers to obtain evidence, both in the form of documents and through

the examination of witnesses. These powers are the same as those exercisable by the High Court,

or the Court of Session in Scotland.

Section 17: Conclusion of inquiry

52. This section requires a written report setting out the results of the inquiry and, where appropriate,

making recommendations. The Treasury then have discretion whether to publish all or part of the

report. However, the Treasury must make sure that they do not publish any material contained in

the report which, if published, they consider would seriously prejudice the interests of a particular

person, for example because there was a likelihood of subsequent court action in relation to the

events covered, or publication would be incompatible with the UK's international obligations, such

as those under the confidentiality provisions of one of the single market directives. A copy of any

part of the report which is published must be laid before Parliament by the Treasury.

Section 18: Obstruction and contempt

53. The powers of the person appointed to conduct an inquiry are enforceable through certification

to the High Court or Court of Session. The person conducting the inquiry must provide the court

with a certificate stating the requirement that was imposed and the nature and facts of the alleged

failure to comply. The court may then enquire into the matter, hearing witnesses and seeing

documents as necessary. If it finds that a person has failed to comply with requirements placed

upon him by the person holding the investigation, the court may deal with them as it would with a

person in contempt of court.

PART II: REGULATED AND PROHIBITED ACTIVITIES

54. This Part provides the mechanism for defining the scope of regulation under the Act and for

establishing the extent of the prohibition on issuing unapproved financial promotions.

Section 19: The general prohibition

55. This section contains the basic prohibition on unauthorised persons carrying on regulated

activities in the United Kingdom. It is referred to in the Act as “the general prohibition” and prohibits

persons who are not authorised or exempt under Part III from carrying on any regulated activity in

the United Kingdom. Section 418 elaborates on when regulated activities will be considered to be

carried on in the United Kingdom. Contravention of the general prohibition is a criminal offence

(see section 23). Agreements made in the course of carrying on an activity in contravention of the

general prohibition may be unenforceable (see sections 26, 27 and 29).

Section 20: Authorised persons acting without permission

56. Authorised persons may only carry on in the United Kingdom those regulated activities for

which they have been given permission by the Authority under Part IV or by or under any other

provision of the Act, for example under Schedule 3, 4 or 5.

Financial Services and Markets Act 2000 Page 1025
57. If an authorised person carries on regulated activities for which he does not have permission

the consequences may include any of the sanctions available under Parts IV (Permission to Carry

on Regulated Activities), XIII (Incoming Firms: Intervention by Authority) or XIV (Disciplinary

Measures). However, if an authorised person acts outside the scope of his permission, he will not

commit a criminal offence, and any contract which a person enters into when acting outside the

scope of his permission will not be made unenforceable simply by virtue of that fact. Subsection

(3) permits the Treasury to prescribe cases in which a breach permission gives rise to a right of

action for damages.

Section 21: Restrictions on financial promotion

58. This section prohibits unauthorised persons from issuing financial promotions, unless the content

of the promotion is approved by an authorised person (who will be subject to rules made by the

Authority), or unless an exemption applies. The regulation of financial promotions under the Act

is similar to the regulation of investment advertisements and cold-calling under the FS Act 1986.

However, section 21 reflects changing technologies and the fact that the borderline between

advertisements and unsolicited calls has become blurred. Sections 238 to 241 contain additional

provisions relating to the promotion of collective investment schemes.

59. The prohibition applies to “invitations” or “inducements” to engage in investment activity,

which are made in the course of business. The Treasury are given power, if necessary, to determine

the meaning of “in the course of business”. The prohibition will potentially catch communications

whether they are made in the United Kingdom, into the United Kingdom from elsewhere, or from

the United Kingdom to another country. Communications from outside the United Kingdom can

potentially be caught only if they can have an effect in the United Kingdom (subsection (3)). It is

expected that the exemption order which the Treasury intends to make under subsection (5) will

further limit the territorial application of the financial promotion regime, so that communications

issuing from overseas will generally only be caught if they are directed at the United Kingdom.

This will be of particular significance in the context of internet communications.

60. Subsection (5) confers a power on the Treasury to make exemptions from the prohibition,

similar to the power to make exemptions from the investment advertisement prohibition under the

FS Act 1986. It is possible for these exemptions to be made conditional on compliance with rules

made by the Authority under section 145.

61. Subsection (6) makes clear that the circumstances that can be specified under subsection (5)

extend to circumstances for which subsection (3) expressly makes provision. Subsection (6) thus

clarifies that an exemption can be made for communications which originate outside the United

Kingdom even if they are capable of having an effect here. Subsection (6)(a) and (b) deal expressly

with the possibility of exemptions for communications originating in specific countries, or specific

groups of countries such as EU countries. Subsection (6)(d) would allow all communications

originating overseas to be exempted if that became appropriate. If such provision were made,

subsection (7) would allow the Treasury to repeal subsection (3).

62. Subjections (8) to (12) govern what constitutes “engaging in investment activity”. Subsections

(9) and (10) give the Treasury power to determine the scope of the prohibition on financial

promotion. It is expected that “controlled activities” will be the activities which are regulated under

the Act, together with activities which would be regulated, but for an exclusion in an order made

under section 22(1). This broad approach reflects the position under the FS Act 1986.

Section 22: The classes of activity and categories of investment

Financial Services and Markets Act 2000 Page 1026
63. This section makes provision as to the classes of regulated activity, if carried on by way of

business, and types of investment which are to be regulated under the Act. These are to be prescribed

by the Treasury by order to be made under subsection (1). An activity will only be a regulated

activity if it is carried on by way of business and is specified in the order under subsection (1). The

Treasury will have the power under section 419 to specify circumstances in which an activity shall

or shall not be regarded as being carried on by way of business.

64. Schedule 2 indicates the general range of activities and investments that the Treasury may

include within the order defining the scope of regulation, but it does not exhaustively list them. It

is therefore possible that other activities or investments may be brought within the scope of the

regulation under the Act. However, the general nature of the activities set out in Schedule 2 serves

as a limitation on the extent of the Treasury's power to bring further activities within the scope of

the Act.

Section 23: Contravention of the general prohibition

65. This section makes carrying on a regulated activity in breach of the general prohibition a criminal

offence. It is a defence for a person to prove that he exercised due diligence and took all reasonable

precautions to avoid committing the offence.

66. A person convicted of this offence, which is referred to as an “authorisation offence”, may be

subject to a term of imprisonment of up to 2 years if convicted on indictment (6 months on summary

conviction) and/or a fine (the current statutory maximum for a fine on summary conviction is

£5,000).

Section 24: False claims to be authorised or exempt

67. This creates an offence of falsely describing oneself, or holding oneself out, as authorised or

exempt in relation to a particular regulated activity. It is a defence for a person accused of this

offence to prove that he exercised due diligence and took all reasonable precautions to avoid

committing the offence.

68. Under subsection (3) a person found guilty of this offence is liable on summary conviction to

a maximum of 6 months imprisonment and/or a fine not exceeding level 5 on the standard scale

(currently £5,000). If the offence results from the public display of material, subsection (4) permits

a fine of up to the statutory maximum (currently £5,000), to be multiplied by the number of days

for which any material giving rise to the offence was on public display.

Section 25: Contravention ofsection 21

69. This section provides that it is an offence to breach the financial promotion prohibition. The

sanctions are the same as those which apply under section 23 for a breach of the general prohibition.

70. Subsection (2) provides a defence for a person accused of the offence if he can prove either

that he believed on reasonable grounds that the content of the communication was prepared or

approved by an authorised person, or that he exercised due diligence and took reasonable precautions

to avoid committing the offence.

Section 26: Agreements made by unauthorised persons

71. Under this section, agreements concluded in the course of carrying on business in breach of

the general prohibition will generally be unenforceable against the customer. However, the customer

can still recover any money paid or property transferred and obtain compensation for any loss.

Financial Services and Markets Act 2000 Page 1027
Section 27: Agreements made through unauthorised persons

72. Under this section, agreements made by an authorised person in the course of his authorised

business may also be unenforceable by that person if the agreement was entered into as a result of

a third party's unauthorised regulated activities. This might arise if, for example, a contract was

entered into as a result of investment advice given by an unauthorised third party.

Section 28: Agreements made unenforceable bysection 26 or 27

73. This section gives the court discretion to allow the contract which would otherwise be

unenforceable under section 26 or 27 to be enforced against the customer. The section also allows

for the method by which the amount of compensation which a person may obtain is to be fixed. In

order to enforce the contract, the court must be satisfied that it would be “just and equitable” to do

so having particular regard to whether:

• where the person contravening the prohibition is a party to the agreement, that he reasonably

believed that he had not acted in breach of the prohibition; or

• where the contravention was by a third party, that the authorised person providing the

service did not know that the agreement resulted from a contravention.

Section 29: Accepting deposits in breach of the general prohibition

74. This section concerns deposits accepted in contravention of the general prohibition under section

19. If the deposit agreement does not entitle the depositor to immediate repayment on demand, the

section provides that the depositor may apply to the court to direct immediate repayment.

75. The court has discretion not to direct repayment if it is satisfied that it would not be just and

equitable to direct repayment, having particular regard to whether the deposit-taker reasonably

believed that it was not contravening the prohibition.

Section 30: Enforceability of agreements resulting from unlawful communications

76. When a customer enters into an agreement or exercises any rights as a result of a communication

in breach of the financial promotion prohibition, the agreement will be unenforceable against him.

The customer will also be entitled to recover any property transferred and to receive compensation

for losses incurred, but if he chooses to recover property transferred or not to continue the contract,

he must return any money received.

77. However, in certain circumstances the courts may enforce agreements made in contravention

of the prohibition and allow money and property transferred under the agreement to be retained if

it is satisfied that this would be just and equitable, having regard to whether:

• where the person seeking to enforce the agreement was the illegal promoter, that he

reasonably believed that the promotion had not been made in breach of the prohibition; or

• where the contravention was by a third party, that the person seeking to enforce it did not

know that the agreement resulted from an illegal promotion.

• PART III: AUTHORISATION AND EXEMPTION

78. This Part sets out who is to be authorised and how authorisation is obtained. It also deals with

exemptions from the general prohibition for particular persons or classes of persons. The Act

provides for a single route to authorisation to operate in the financial services industry, replacing

several sector-based regimes.

79. The main route to authorisation is through an application for a permission under Part IV, but

authorisation may also be obtained by virtue of:

Financial Services and Markets Act 2000 Page 1028
• notification in accordance with the relevant single market directive from the competent

authorities under that directive in another EEA member State. The directives in question

are the 2nd Banking Co-ordination Directive for banks and other credit institutions, the

Investment Services Directive for investment firms, and the 3rd Life and 3rd Non-life

Insurance Directives for insurance companies, including mutual insurers such as friendly

societies. The person, who must come from or be incorporated in, or formed under the law

of, another member State, is referred to under the Act as an “EEA firm”as defined in Schedule

3;

• exercise, in accordance with Schedule 4, of EU Treaty rights other than or beyond those

governed by the single market directives, in which case the person is then referred to in the

Act as a “Treaty firm”. Again the person must come from, or be incorporated in, or formed

under the law of another member State to qualify;

• exercise of rights under the EC directive relating to collective investment undertakings to

market in the United Kingdom collective investment schemes or product authorisation of

certain open-ended investment companies (“oeics”) under regulations to be made under

Chapter IV of Part XVII;

• a person being “grandfathered” by virtue of the transitional provisions (see sections 426

and 427). Broadly, the arrangements will cover persons authorised (however described)

under the Banking, Financial Services, Insurance, Building Societies, Friendly Societies,

Credit Unions and Lloyd's Acts (including members of self-regulating organisations and

certain members of recognised professional bodies).

80. The Society of Lloyd's is an authorised purpose by virtue of section 315.

81. It is possible for a person who becomes authorised through one of these routes to carry on

regulated activities by virtue of other routes. For instance an EEA firm that is authorised by virtue

of its home State notification under a single market directive may extend the range of regulated

activities it may carry on through notification under Schedule 4 or an application to the Authority

under Part IV for an extension of its permission. A Treaty firm may also obtain additional permission

under Part IV.

82. For a person authorised by virtue of having permissions under Part IV, authorisation generally

ends when that person no longer has permission to carry on regulated activities, whether at the

initiative of the Authority or themselves.

Section 32: Partnerships and unincorporated associations

83. This section makes particular provision for partnerships and unincorporated associations. In

principle, it is possible to view a change of partners in a partnership, or a change of the membership

of an unincorporated association, as the formation of a new partnership or association. It would be

very burdensome and unsatisfactory if such changes meant that a partnership or association that

was substantially the same had to renew its authorisation simply because of such a change to its

membership. This section therefore ensures that in such circumstances the authorisation is not

interrupted. It also allows the authorisation to pass to a successor partnership or association in the

event of dissolution, but only where the members and the business of the successor are substantially

the same as the original.

Section 33: Withdrawal of authorisation by the Authority

84. This section requires the Authority to withdraw authorisation from a person who does not have

a permission.

Financial Services and Markets Act 2000 Page 1029
Section 34: EEA firms

85. So long as an EEA firm retains its home State authorisation, the Authority may not remove the

firm's authorisation under Schedule 3. Such a person will only cease to qualify for authorisation

under Schedule 3 if their home State regulator, that is the competent authority under the relevant

directive from the person's home State, notifies the Authority that it is withdrawing authorisation

for the person to continue to carry on the regulated activities in the United Kingdom, which may

or may not be as part of withdrawing the person's authorisation completely, including in the home

State.

86. However, if the person has also obtained a permission under Part IV, loss of the grounds for

its authorisation under Schedule 3 does not necessarily lead to loss of its authorisation unless the

Authority decides that as a result of the changed circumstances it should also withdraw the permission

granted by it under Part IV. The Authority may also cancel an authorisation under Schedule 3 if it

is requested to do so by the EEA firm.

Section 35: Treaty firms

87. As for an EEA firm, a Treaty firm ceases to qualify for authorisation under Schedule 4 if the

relevant home State authorisation is withdrawn. The Authority may remove any additional permission

under Part IV, but loss of home State authorisation does not necessarily mean that Part IV permission

would be withdrawn. The Authority can also cancel an authorisation on request from a Treaty firm.

Section 36: Persons authorised as a result ofparagraph 1(4) of Schedule 5

88. This section enables the Authority to cancel the automatic authorisation under Schedule 5 of

managers and depositaries of UCITS schemes at their request. However, if the person also has

permissions under Part IV, he does not cease to be an authorised person as a result.

Section 37: Exercise of EEA rights by UK firms

89. Part III of Schedule 3 governs home State regulation by the Authority of UK credit institutions,

investment firms and insurance companies exercising their passport rights under the single market

directives to establish a branch or provide services in other EEA states.

90. UK firms do not need to be authorised persons in order to exercise EEA passport rights. For

example, lending is covered by both the Second Banking Co-ordination directive and the Investment

Services Directive. Consequently a firm holding a licence under the Consumer Credit Act 1974

may have an EEA right to carry on Consumer Credit Act business in another EEA state.

Section 38: Exemption orders

91. This section gives the Treasury the power by order to exempt specific natural or legal persons

or classes of person from the general prohibition and therefore from the need to be authorised.

92. Subsection (2) provides that a person may not benefit from an exemption under an order made

under this section if they hold a Part IV permission. However, if they cease to hold a Part IV

permission and the exemption from which they formerly benefited is still extant, they may benefit

from it again.

Section 39: Exemption of appointed representatives

93. This section makes an exemption from the general prohibition for appointed representatives of

authorised persons. An authorised person cannot be an appointed representative. The exemption

only applies if the authorised person, referred to as the principal, has:

Financial Services and Markets Act 2000 Page 1030
• contracted with the representative for the latter to carry on the relevant sort of investment

business on their behalf; and

• accepted responsibility in writing for the conduct of those regulated activities.

94. Any regulated activities which are carried on by the representative in accordance with such an

arrangement are the responsibility of the principal, who must therefore have permission for all the

regulated activities they carry on. The Authority may therefore take regulatory action against the

principal in respect of anything said or done (or not said or not done) by the representative in

carrying on the regulated activities as if they had expressly authorised the action or inaction in

question. Such acts or omissions will be taken into account by the Authority in determining whether

the principal has breached any rules or requirements under the Act. However, nothing in this section

would make the principal liable to prosecution for a criminal offence in place of the representative.

The representative may also be subject to the arrangements under Part V.

95. This section is similar to, and replaces, section 44 of the FS Act 1986. The Treasury have the

power to limit the types of business that may be carried on under this exemption. The intention is

that an order under subsection (1) will broadly reproduce the breadth of the provision under the FS

Act 1986, except that it will no longer be possible under this section for an appointed representative

to be exempt for some activities and authorised for others. Under a single authorisation regime, it

would not be appropriate to allow an authorised person to obtain an exemption rather than have

their permission extended to cover those additional activities.

96. The Treasury have the power to prescribe further conditions which the contract between the

principal and his representative has to meet. The intention is that this power would be used to

reproduce the detailed requirements in sections 44(4) and (5) of the FS Act 1986. These are aimed

at ensuring that the principal has adequate control over the activities that the appointed representative

may carry on for the benefit of, or on behalf of, other providers of investment products to ensure

that the exemption is not misused.

PART IV: PERMISSION TO CARRY ON REGULATED ACTIVITIES

97. This Part governs the way in which a person can obtain permission to carry on regulated

activities. It is through obtaining permission that authorisation is generally obtained under section

31(1). However, this route to authorisation does not apply to those EEA firms who qualify for

authorisation by virtue of Schedule 3 or those Treaty firms who qualify by virtue of Schedule 4.

These provisions only apply to EEA and Treaty firms to the extent that they have obtained additional

permissions beyond those that they obtained under those Schedules.

Section 40: Application for permission

98. This sets out the type of person who can be given permission and therefore who can be authorised

by this route. Permission can be applied for and granted to individuals, bodies corporate, partnerships

and unincorporated associations. In the case of some regulated activities, however, there are specific

constraints on the type of person which may be given permission under the threshold conditions

in Schedule 6.

99. Permission may cover a number of regulated activities. Permission is only given once, after

that it is simply changed. Thus, subsection (2) rules out an application for the grant of permission

to an authorised person where he already has permission under this Part. Therefore, if a person

wishes to carry on additional activities, he would need to apply for a variation of permission under

section 44.

Financial Services and Markets Act 2000 Page 1031
Section 41: The threshold conditions

100. This section requires the Authority to satisfy itself in giving or varying a Part IV permission,

or imposing or varying any requirement, that the person concerned will satisfy the threshold

conditions set out in Schedule 6 in relation to all the regulated activities covered by his permission.

However, this does not prevent the Authority from taking such steps in relation to an authorised

person as it considers necessary to secure its regulatory objective of the protection of consumers.

Section 42: Giving permission

101. Having received an application for permission, the Authority must consider it in the light of

its duty under section 41. The Authority has discretion to grant permission for all the activities

applied for, or just some of them.

102. The Authority can also frame the permission it grants so as to cover activities which are wider

or narrower than the activities as described in the application, and may thus impose its own

limitations on the way in which an activity may be carried on. This allows the Authority to design

the permission in order to be satisfied that the threshold conditions are met in circumstances where

it would not be satisfied if it granted the permission sought in full. The ability to grant a wider

permission than was applied for would enable the Authority, if it so chose, to have standard types

of permission that it granted. However, the Act does not require the Authority to operate in this

way.

103. If the applicant is exempt for certain regulated activities by virtue of being a recognised

investment exchange or a recognised clearing house, or by virtue of membership of a professional

body designated under Part XX, his application, and any resulting permission, is not to be regarded

as covering those exempt activities. For other exempt persons, an application under this section

will be regarded as covering their exempt activities.

Section 43: Imposition of requirements

104. When granting permission, the Authority may impose what it considers to be appropriate

requirements. Such requirements might include requirements on the authorised person to act, or

refrain from acting, in a certain way. Subsection (5) allows the Authority to specify a period during

which such requirements have effect. Thus the Authority might impose a limit on the amount of a

certain type of business the person may conduct during the first five years after receiving the

permission. This would enable the Authority to continue the current practice adopted by the insurance

supervisors of restricting the premium income that can be received by an insurer in the period

following its authorisation to undertake a new form of insurance business.

105. Under subsection (3), such requirements may also be imposed in respect of unregulated

activities. For instance, the Authority might have misgivings about the way in which a regulated

activity might be carried on in conjunction with an unregulated activity that the person already

carries on, or which he proposes to carry on. Those misgivings may not justify preventing the

person from commencing the regulated activity because the Authority may not consider that the

unregulated activity, of itself, casts doubt about the person's fitness to carry on the regulated one.

It may, however, be concerned that the juxtaposition of the two activities could be confusing to

consumers, or that the manner in which the unregulated activity was carried on might pose a threat

to their interests. Therefore, the Authority could place limitations on the way in which the unregulated

activity was carried on for a period after the granting of the new permission in order that it could

observe how the activities were carried on, or related to each other, in practice. Subsection (4)

Financial Services and Markets Act 2000 Page 1032
enables the Authority to take account of the person's membership of a wider group (as defined in

section 421).

Section 44: Variation etc at request of authorised person

106. The Authority may vary the permission, including cancelling it completely, at the request of

the authorised person, subject to being satisfied that the person will satisfy the threshold conditions

for any resulting permission in accordance with section 41. If it is not satisfied, it may refuse the

request outright, grant a more limited permission than the one requested, or grant the requested

permission, but subject to new requirements. The Authority may also refuse to grant a request for

variation on the grounds that refusal is in the interests of consumers or potential consumers.

107. If as a result of the variation, the authorised person would no longer have permission to carry

on any regulated activity, the Authority must consider whether it is still necessary for the person

to hold a permission at all (and therefore continue to be an authorised person). If it is not necessary,

the Authority should cancel the permission.

Section 45: Variation etc on the Authority's own initiative

108. This section gives the Authority the power to revoke or vary the terms of an authorised person's

permission on its own initiative (referred to as its “own initiative power”). The power is exercisable

on three grounds. These are where it appears to the Authority that:

• the person is failing, or likely to fail, to meet the threshold conditions in relation to the

existing permission;

• the person has failed to make use of the permission to carry on a particular regulated

activity for a year or more;

• it is desirable to do so in order to protect the interests of consumers or potential consumers.

109. As with the previous section, if as a result of the variation the authorised person no longer has

permission to carry on any regulated activity, the Authority must consider whether it is necessary

for that person to continue to hold a permission and be an authorised person. If it is not necessary,

the Authority should cancel the permission.

Section 46: Variation of permission on acquisition of control

110. The Authority may also impose a new requirement or vary an existing one if:

• someone “acquires control” over the UK authorised person within the meaning of Part

XII; and

• the result is that although the Authority does not consider that it has grounds to object to

the acquisition, it nevertheless considers that there is some significant uncertainty about the

impact of the acquisition, or further acquisition, of control on the conduct of the authorised

person's business.

Section 47: Exercise of power in support of overseas regulator

111. This section enables the Authority to cancel or vary a permission on its own initiative on behalf

of an overseas regulatory authority. The section gives the Treasury power to prescribe by regulations

the sort of overseas authority that the Authority to help. The functions that it is proposed should

be prescribed in this way are functions corresponding to those of:

• the Authority itself under this Act;

• the competent authority for listing;

• the Secretary of State under the Companies Act; and

• the prosecuting authorities for insider dealing and money laundering.

Financial Services and Markets Act 2000 Page 1033
112. However, even where the overseas regulator and the provisions they are seeking to enforce

meet these requirements, the Authority is not obliged to act in accordance with the request. The

Authority must act reasonably, as it must in discharging any of its functions, but it is also directed

to consider certain factors in particular. First among these is whether EC law obliges the Authority,

as the competent authority under one of the single market directives or otherwise, to assist the

overseas authority. Unless there is an EC obligation to act the Authority must consider the further

factors listed in subsection (4) which include the seriousness of the case and the public interest.

The Authority is also able to charge a contribution towards the costs of taking the enforcement

action, and to make this a condition of exercising the power. (Note: The reference to subsection

(4) in the definition of “request” in subsection (7) is an error. It should only refer to subsection (5).)

Section 48: Prohibitions and restrictions

113. Among the requirements which the Authority can impose on an authorised person when acting

under this Part are:

• restrictions on the use or disposal of the authorised person's assets; or

• requirements to transfer its assets or assets it holds on behalf of investors to a trustee

approved by the Authority.

114. The purpose of these types of restriction is to prevent an authorised person disposing of

particular assets or making certain types of investment, in circumstances where the Authority is

concerned about a person's solvency or where it wishes to investigate suspected fraudulent behaviour.

115. Where an authorised person's assets are held by a third party, for example by a bank, subsection

(4) enables the Authority to give the institution notice of any restrictions it has placed on the

authorised person's assets. This notice might state, for example, that a bank should not allow any

payments to be made from the authorised person's account without the permission of the Authority.

Subsection (5)(a) provides that if the institution refuses to comply with a request to make a payment

from the account of an authorised person who is subject to a restriction notice, it is not to be taken

as a breach of its contract with the authorised person. However, if the institution were to allow a

payment to be made from such an account, in breach of a restriction, under subsection (5)(b) it

would be liable to pay the same amount of money to the Authority.

116. Subsections (6) to (11) are concerned with the transfer of an authorised person's assets to a

trustee approved by the Authority.

117. Subsection (6) requires a trustee not to deal with or release any of the assets transferred to

them unless the Authority agrees. If the trustee does release assets without the Authority's consent,

he is guilty of an offence under subsection (9). However subsection (11) protects the position of

the persons who are beneficiaries of the trust by preserving all the remedies they would normally

have under trust law. The beneficiaries of the trust are the owners of the assets transferred to the

trustee. This will be either the authorised person or, where the assets transferred include assets the

authorised person was holding or controlling on behalf of other investors, those investors.

118. Subsection (7) makes void any charge that the authorised person makes over his assets while

they are held by a trustee. Any charges arranged before the assets were transferred to a trustee

remain valid. The effect of this is that were the authorised person to enter into a contractual

arrangement which gave a third person a right ahead of existing creditors or a liquidator to any of

his assets which, as a result of a requirement made by the Authority under subsection (3)(b), were

Financial Services and Markets Act 2000 Page 1034
held by a trustee, that contract would be void and the rights of the liquidator and existing creditors

to the assets would be upheld.

Section 49: Persons connected with an applicant

119. Subsection (1) of this section makes it clear that, in deciding whether to approve an application

for permission, the Authority may also have regard to other relevant persons who are related to the

applicant in some way. What constitutes a relevant relationship is not defined, but is left to the

Authority to interpret in the particular circumstances of the case.

120. The Authority is obliged under subsection (2) to consult with the home State regulator of an

EEA firm before granting an application from a person who is a subsidiary undertaking of that firm

or the subsidiary undertaking of a parent undertaking of that firm.

Section 50: Authority's duty to consider other permissions etc.

121. An EEA firm, Treaty firm or recognised collective investment scheme may have a Part IV

permission in addition to a permission as such a firm or scheme. In considering the exercise of its

own initiative power in relation to such an additional permission, the Authority must take account

of the relevant EC law and of the home State authorisation of the person concerned. Such

consideration may inform the Authority's view on whether the firm or scheme is fit and proper to

continue to hold the additional permissions in question, or its view on whether the cancellation or

variation it proposes is appropriate in light of the wider assessment of the firm which the home

State regulator is responsible for making.

Section 51: Applications under this Part

122. This section sets out the minimum information that must be included in an application for a

permission. It also enables the Authority to specify the manner in which an application may be

made, for example whether applications by e-mail will be accepted, and such other things that

should be included as the Authority considers necessary or appropriate. The Authority can require

additional information after the application is received, and can require the applicant to verify any

of the information supplied.

Section 52: Determination of applications

123. The Authority is required to determine an application within 6 months of receiving the

completed application. The Authority has discretion whether to determine incomplete applications,

but it must determine even incomplete applications within 12 months of the initial receipt of the

application. The Authority may, of course, refuse an application on the grounds that it is incomplete

where it is appropriate to do so. Under subsection (3) an applicant may withdraw an undetermined

application at any time.

124. Once the Authority has determined an application it must give written notice of its decision

and, if the application to be granted, the date upon which the authorisation takes effect and from

which the relevant activities may commence. If the Authority proposes to refuse all or part of the

application, or impose an additional requirement, it must proceed by way of a warning and decision

notice.

Section 53: Exercise of own initiative power: procedure

125. This section set out the procedure the Authority must follow when it proposes to exercise its

own-initiative power to vary an authorised person's Part IV permission. If, having regard to the

ground on which it is exercising the power, the Authority considers it necessary, the variation may

Financial Services and Markets Act 2000 Page 1035
take effect immediately or on a specified date. If no date is specified in this way the variation will

take effect only after the time for referring the matter to the Tribunal has expired and any reference

(and further appeal) has been finally determined (see the definition of “open to review” in section

391(8)). The Authority must give the authorised person a written notice which gives the details of

the variation, the date on which it takes effect, the reasons for the imposing the variation and for

the choice of date. The notice must also inform the person of his right to make representations to

the Authority within a specified period, and to refer the matter to the Tribunal.

126. Subsections (7) to (10) require the Authority to give further written notice of its response to

any representations which are made. This can be a decision not to proceed with the variation (or

to cancel it if it has already taken effect), to propose a different variation (in which case the original

notice procedure must be repeated), or to proceed with the variation (in which case the person

concerned has a further right to refer the matter to the Tribunal).

Section 54: Cancellation ofPart IVpermission: procedure

127. This section requires the Authority to serve warning and decision notices when cancelling a

Part IV permission on its own initiative, under section 45. Warning and decision notices given

under this section also attract the rights set out in sections 393 and 394 by virtue of section 392.

Section 55: Right to refer matters to the Tribunal

128. This section confers a right to refer to the Tribunal a decision of the Authority to vary or cancel

a permission on its own initiative. It also applies to decisions of the Authority in relation to

applications under Part IV, such as a decision to refuse an applications for permission, to impose

conditions or to vary a permission other than in the way requested.

PART V: PERFORMANCE OF REGULATED ACTIVITIES

129. This Part confers on the Authority a range of powers which will enable it to ensure that people

who work for authorised persons for certain purposes are fit and proper to perform the functions

for which they have been engaged. While the focus of regulation is on authorised firms, the Part

gives the regulator powers to prevent harm which might otherwise be caused by persons attached

to firms.

130. Under the preceding regulatory framework, there is considerable variation between the

arrangements applying to employees working in different sectors. The SROs have introduced a

contractual system which requires employees to sign up to regulatory and disciplinary arrangements.

Lloyd's has applied similar regulation to employees of underwriting agents, using its byelaw making

powers. Banking and insurance legislation provides for pre-vetting of certain senior management

positions, in some cases as part of the regime for the regulation of controllers of such firms. That

legislation does not provide for the regulator to take disciplinary action against those managers,

although senior managers, as officers of the firm, could commit a criminal offence where the firm

itself had committed such an offence. There is, in addition to the vetting arrangements, a power in

section 59 of the FS Act 1986 for the Authority to prohibit a person's employment in connection

with investment business. The above arrangements will be replaced by arrangements under this

Part.

131. The Part seeks to harmonise these arrangements. It provides a power for the Authority to ban

unfit individuals from carrying out specified functions within the financial services sector. It also

provides for:

Financial Services and Markets Act 2000 Page 1036
• the Authority to require its approval to be obtained before a person may perform specified

functions;

• the Authority to issue statements of principle with which approved persons must comply,

and codes of conduct elaborating on the statements; and

• a disciplinary regime for those who fail to comply with the statements of principle.

132. This Part provides for firms and individuals concerned to refer matters to the Tribunal if the

Authority proposes to:

• issue a prohibition order;

• refuse an application to vary or revoke a prohibition order;

• refuse an application for approval;

• take disciplinary action; or

• withdraw approval.

133. The Part is primarily directed at the employees of authorised firms. However, it extends beyond

employees to include, for example, directors, representatives and contractors of an authorised

person, and extends to bodies corporate where relevant. If, for example, a life insurance company

entered into a marketing agreement with a firm of estate agents to sell life insurance, the agency

and relevant sales staff giving investment advice might need prior approval. Part V would also

cover “matrix managers” who carry out certain functions, often on a fairly informal basis, for a

group of companies even though technically they are “employees” of a sister company rather than

of the authorised person for whom they carry out relevant functions. Such arrangements are

increasingly common in multi-national groups.

Section 56: Prohibition orders

134. This section enables the Authority to make an order prohibiting any individual whom it

considers is not fit and proper to perform functions in connection with regulated activities. A

prohibition may relate to all functions in relation to any regulated activities carried on by all

authorised (or exempt) persons or it can specify the kind of functions, activities or authorised (or

exempt) persons to which it relates. A prohibition order may be varied or revoked.

135. Subsection (4) makes it an offence for an individual not to comply with a prohibition order.

The maximum penalty for this offence is a fine at level 5 on the standard scale (currently £5,000).

There is, however, a defence under subsection (5) for a person who can show that he took all

reasonable precautions and exercised all due diligence to avoid committing the offence.

136. Subsection (6) imposes an obligation on an authorised person to take reasonable care not to

engage individuals who have been disqualified under this section from performing relevant functions.

Failure to comply with this requirement could trigger the use of the Authority's powers to amend

the authorised person's permission or discipline the firm. It also potentially gives rise to a cause of

action under section 71 from a private person who suffers a loss as a consequence of the breach.

137. Subsection (8) enables a prohibition order to be issued preventing an individual from performing

functions in relation to a regulated activity carried on by an exempt person or a person to whom

section 327(1) applies, that is by members of a profession or persons controlled or managed by

members of a profession, who benefit from the exemption from the general prohibition under Part

XX.

Section 59: Approval for particular arrangements

Financial Services and Markets Act 2000 Page 1037
138. This section requires authorised persons to take reasonable care not to allow persons, natural

or corporate, to perform certain functions without the approval of the Authority. Subsection (2)

similarly requires an authorised person to take reasonable steps to ensure that any contractor does

not allow a person to perform such functions without the approval of the Authority. A person in

respect of whom approval is given is an “approved person”. The nature of the functions requiring

approval will be specified by the Authority's rules, within the limits set out in subsections (5) to

(7) and subject to the normal consultation requirements under Part X. The limits can be summarised:

• The function may enable a person significantly to influence the conduct of the authorised

person (for example a director). By virtue of subsection (9) account may be taken of influence

which might result from a failure properly to carry out that function (for example a

proprietary trader).

• The function involves dealing with customers (for example a financial adviser) or dealing

with their property (such as a stockbroker) in a way that is substantially connected with the

carrying on of a regulated activity by the firm.

139. Subsection (8) limits the application of this section in the case of EEA or Treaty firms. The

Authority will only have powers to act in relation to functions over which it, rather than the home

State regulator, has jurisdiction.

Section 60: Applications for approval

140. This section requires an application for approval to be submitted by the authorised person

concerned or, in the case of new firms awaiting authorisation, a prospective authorised person.

141. Subsection (2) gives the Authority the powers to specify the information it will require to

support applications for different types of posts and subsection (3) enables it to request any additional

information it needs to assess the suitability of each candidate.

Section 61: Determination of applications

142. This section sets out the basis on which the Authority is to assess the suitability of a candidate

for approval, whether they are an individual or a body corporate. Subsection (1) requires the

Authority to be satisfied that a candidate is fit and proper to perform the functions in question before

it is able to give its approval. Where the Authority proposes to refuse an application, section 62

requires it to give a warning and decision notice. Notice must be given to the authorised person,

the candidate and, where relevant, a contractor.

Section 63: Withdrawal of approval

143. This section gives the Authority power to withdraw the approval granted for the purposes of

section 59 where it no longer considers that the person is a fit and proper person to carry out the

functions for which they had been approved, for example because the Authority had obtained new

information which cast doubt over its initial assessment.

Section 64: Conduct: statements and code

144. This section gives the Authority power, as part of its wider rule-making functions, to issue

statements of principle, setting out in general terms the kinds of behaviour which it requires from

approved persons in respect of any particular type of function. Any statements of principle issued

under this section must be elaborated by a code of practice. Such a code would not need to be

exhaustive but it would have to illustrate the circumstances in which it would regard a principle as

having been complied with, or not complied with, as the case may be. Different statements of

principle and codes could be made to apply to employees of different categories. The purpose of

Financial Services and Markets Act 2000 Page 1038
requiring a code to elaborate on a statement of principle is to prevent the Authority taking a

disciplinary action for an alleged breach of a principle in cases where a person had acted in

accordance with the code.

145. Subsection (8) makes it clear that failure to comply with a principle does not give a third party

grounds for action against the approved person. Therefore, if for example a financial adviser

employed by an insurance company failed to comply with a statement of principle when arranging

a personal pension, that would not give a customer a right of action against the employee, with

whom they had no contractual relationship. This provision would not remove or lessen any rights,

including those under contract or by virtue of section 71, the customer may have against the

authorised person who had entered into an agreement to provide the pension.

Section 65: Statements and codes: procedure

146. This section sets out the procedure that the Authority is required to follow when issuing a

statement or code under section 64. The procedures, including the requirements to consult and

publish a cost-benefit analysis, are broadly the same as the procedures that will apply when the

Authority exercises other powers to issue codes (for example under section 119) and its rule-making

powers under Part X.

Section 66: Disciplinary powers

147. This section gives the Authority a power to take disciplinary action against an approved person

when the two conditions set out in subsection (1) have been met. The Authority must be satisfied

that it is appropriate to take action against him. In this context, the Authority would have to have

regard, among other things, to its regulatory objectives set out in Part I. The Authority would need

to take into account whether disciplinary action against the approved person, rather than action

against the authorised person for whom he works, would be appropriate, taking into account the

responsibility of the senior management of the firm for the conduct of the firm and its employees.

A second important factor would be to ensure that any action, or any particular course of action, it

takes should be proportionate to the nature and seriousness of the misconduct.

148. In addition, the Authority must be satisfied that the person has engaged in misconduct, as

defined in subsection (2). One possibility is that the approved person has acted in breach of a

statement of principle, issued under section 64, as evidenced by a breach of a code of practice. The

other possible situation is that an approved person has been knowingly involved in a breach by the

authorised firm of rules made by the Authority or of any requirement imposed by or under the Act.

149. Subsection (3) gives the Authority powers to impose a penalty on an approved person or to

make a public statement about their misconduct.

150. Subsection (4) restricts the period during which the Authority may take action under this

section to a period of two years after the Authority became aware of the misconduct. This period

reflects the time available to the Secretary of State to bring disqualification proceedings against a

company director under the Company Directors Disqualification Act 1986.

Section 69: Statement of policy

151. This section requires the Authority to issue a statement of its policy on the circumstances in

which it will impose penalties on approved persons under section 66 and the basis on which the

level of penalties will be determined for different types of misconduct. The policy set out in the

statement must take into account a number of factors which are set out in subsection (2).

Financial Services and Markets Act 2000 Page 1039
152. Subsection (8) requires the Authority to have regard to the statement in force at the time of

the misconduct when imposing penalties under this Part.

Section 70: Statements of policy: procedure

153. This section sets out the procedure for issuing a statement of policy under section 69. Before

deciding on its policies in these areas, or changing those policies, the Authority will be required to

consult the public on its proposals.

Section 71: Actions for damages

154. If a private person suffers a loss because an authorised person has acted in breach of the duty

under section 56(6) or 59(1) or (2) (failing to take care to prevent a person carrying out functions

in contravention of a prohibition under section 56, or without obtaining the Authority's approval

under section 59) he may bring an action for damages against the authorised person (or an exempt

person or person to whom clause 327(1) applies in the case of a contravention under section 56(6)).

Subsections (2) and (3) confer powers on the Treasury, by regulations, to define a “private person”

and to specify circumstances in which this section applies to a person other than a private person.

PART VI: OFFICIAL LISTING

155. EC law requires each member State to nominate or create a competent authority to maintain

an official list of securities, to regulate the admission of securities to the Official List, and to monitor

issuers' adherence to the listing rules (as explained below) thereafter. In the United Kingdom these

functions are exercised by the Authority following the coming into force of the Official Listing of

Securities (Change of Competent Authority) Regulations 2000 (SI 2000/968). Previously, the

competent authority function was exercised by the London Stock Exchange. The provisions of this

Part implement these requirements of EC directives. These provisions replace those in Part IV of

the FS Act 1986.

156. There is no requirement for issuers of securities, for example companies issuing new shares,

to apply for admission to the official list. However, admission to the official list signals that certain

standards regarding the financial status and history of the company have been met; that adequate

information about a security has been made available to investors at the time of application; and

that information about the performance and plans of the issuer will continue to be made available

on a continuing basis so long as the company has securities listed on the official list.

157. In carrying out its functions, the competent authority makes rules which govern the admission

of securities to listing, the continuing obligations of issuers, the enforcement of those obligations

and the suspension and cancellation of listing. These rules are collectively known as “listing rules”,

which have been published by the competent authority in the “yellow book”. The competent

authority also has a role in scrutinizing prospectuses and circulars where there is no application for

admission to the official list.

Section 72: The competent authority

158. This section confers the functions of competent authority on the Authority. Subsection (2)

and Schedule 7 make provision for the way in which other provisions of the Act apply to the

Authority when exercising functions as the competent authority. However, subsection (3) and

Schedule 8 provide a power for the Treasury to transfer some or all of the functions of the competent

authority for the United Kingdom to another body.

Section 73: General duty of the competent authority

Financial Services and Markets Act 2000 Page 1040
159. This section sets out the general duties of the competent authority. Subsection (1) sets out a

number of principles to which the competent authority must have regard in discharging its general

functions (as defined in subsection (2)).

160. Subsection (1) is similar to section 2(3). The requirements of subsection (1) are intended to

act as constraints on the way the competent authority carries out its functions under Part VI. Unlike

section 2(3), this section does not have a principle relating to the responsibilities of senior

management. This is because the competent authority is not responsible for the conduct of business

or the prudential regulation of listed companies.

Section 74: The official list

161. This section places a duty on the competent authority to continue to maintain the official list.

Section 99 allows the competent authority to charge fees for this purpose. Before this Act comes

into force, the official list will be made up of securities that have been admitted by the competent

authority under the statutory provisions of Part IV of the FS Act 1986 and securities and other

financial instruments which were admitted by the competent authority under contract with issuers

(for example gilts and covered warrants). Under the Act there will be a single statutory regime for

the official listing of all these securities and other instruments.

162. The legislation therefore gives the Treasury a power in subsection (3) to provide that certain

categories of financial instrument cannot be admitted to the Official List. This is a reserve power

to ensure that the Treasury could stop the admission to the list of financial instruments which they

consider, for example, pose undue risks to investors. Subsection (4) confers powers on the Authority

to make listing rules.

Section 75: Applications for listing

163. This section provides that only applications for listing which are by, or with the consent of,

the issuer and meet the requirements imposed by the competent authority may be granted. The

competent authority can refuse an application for listing where it considers that granting it would

be detrimental to the interests of investors.

164. Subsection (3) provides that no application for listing can be entertained by the competent

authority in respect of securities issued by a body of a prescribed kind. The Treasury intend to use

this power to prescribe that securities issued by a private company or by an old public company

(within the meaning of section 1 of the Companies Consolidation (Consequential Provisions) Act

1985) cannot be admitted to listing. This will replicate provisions in the FS Act 1986.

Section 77: Discontinuance and suspension of listing

165. Occasionally circumstances arise which mean that normal dealings in listed securities cannot

take place. For example, a company may fail to comply with reporting requirements in the listing

rules, so that investors and potential investors do not have sufficient information on which to make

informed decisions about the company's securities in order to deal in the securities. Alternatively,

a company may be in financial difficulties which it has not clarified or quantified. This section

gives the competent authority the power to suspend or discontinue the listing of a company's

securities in such circumstances. During a suspension, trading in the securities cannot take place

on a recognised investment exchange. An issuer may refer a decision to discontinue or suspend

listing to the Tribunal.

Section 78: Discontinuance and suspension: procedure

Financial Services and Markets Act 2000 Page 1041
166. This section sets out the procedures to be followed by the competent authority when it suspends

or discontinues the listing of any securities under section 77. The procedure is broadly similar to

that which applies in the case of other supervisory decisions listed in section 395(13), and which

is described in the context of section 53 above.

167. During the procedure for making representations and referring the matter to the Tribunal, it

is possible for a suspension or discontinuance to be reversed. If a suspension is cancelled the

securities simply remain listed. If a discontinuance is cancelled at this stage, either because the

competent authority accedes to representations which are made under subsection (3)(c) or because

it follows directions of the Tribunal to that effect, subsection (9) provides that the securities are

regarded as being readmitted to the list as soon as the discontinuance is cancelled and without any

fresh admission needing to be granted.

168. Subsections (10) to (12) set out a separate procedure which applies, after a suspension has

taken effect and after the procedures for making representations and for referring the matter to the

Tribunal have been exhausted, if there is a subsequent application for the suspension to be cancelled.

In this case the standard warning and decision notice procedure applies as for other applications.

However, at this stage in the process, a discontinuance is regarded as final and so there is no

procedure for applying for it to be reversed. Instead a fresh application would need to be made for

listing under section 75.

Section 79: Listing particulars and other documents

169. Under EC law, where there is an application for the listing of securities which are to be offered

to the public in the United Kingdom for the first time, a prospectus must be approved by the

competent authority and published. This is provided for by section 84. Where a prospectus is not

required, for example because the securities have already been offered to the public or because

there is an exemption (as set out in Schedule 11) the competent authority can provide that securities

can only be admitted to the official list after publication of listing particulars and other documents

approved by the competent authority. Listing particulars are documents which contain information

on the nature and circumstances of the applicant and on the securities to be listed. The content is

determined by listing rules. The existence of the power will allow investors to make informed

decisions about that security.

170. Subsection (3) allows the Treasury to prescribe the persons responsible for listing particulars.

The Treasury intend to exercise this power to prescribe those persons covered by section 152 of

the FS Act 1986. However, the power will allow there to be some flexibility to reflect the admission

of any possible types of financial instrument to the official list. This is necessary given the

comprehensive nature of the statutory regime under section 74.

Section 80: General duty of disclosure in listing particulars

171. This section places a duty on those responsible for producing listing particulars to ensure that

those particulars contain, at the very least, adequate information to enable investors and their

professional advisers to make informed decisions about the issuer and securities in question. The

competent authority can authorise the omission of certain information in certain circumstances, as

set out in section 82.

Section 81: Supplementary listing particulars

Financial Services and Markets Act 2000 Page 1042
172. This section provides that where there is any significant change following the submission of

listing particulars to the competent authority but before dealings in the securities have started,

supplementary listing particulars must be approved and published.

Section 82: Exemptions from disclosure

173. This section allows the competent authority to authorise the omission of information required

by listing rules to be included in listing particulars in certain circumstances. These circumstances

are set out in subsection (1); namely, that the disclosure of the information would be contrary to

the public interest, would be seriously detrimental to the issuer (for example the disclosure of

commercial secrets), or would be unnecessary given the kind of people who could be expected to

buy or sell those securities (for example, if the securities were only dealt in by professionals).

174. Subsection (2) provides that information cannot be omitted where it would be seriously

detrimental to the issuer if that information is essential in order for a person to make an informed

assessment. (“Essential information”is defined in subsection (6).)

Section 83: Registration of listing particulars

175. This section requires listing rules to provide that listing particulars must be lodged with the

registrar of companies on or before the date on which they are published. The same requirement

applies to prospectuses because of section 86. Breach of this requirement is an offence under

subsection (3), punishable by a fine.

Section 84: Prospectuses

176. This section provides that a prospectus must be published before securities are offered to the

public in the United Kingdom for the first time before admission to the official list. Section 103(6)

and Schedule 11 define the circumstances in which a person is to be treated as having offered

securities to the public in the United Kingdom. For example, an offer is not regarded as being made,

and the requirement to publish a prospectus therefore does not arise, where the offer is made to no

more than 50 persons.

Section 85: Publication of prospectuses

177. This section makes it a criminal offence for a person to offer new securities to the public in

the United Kingdom before a prospectus has been published. This offence only applies where listing

rules require the publication of a prospectus before particular new securities are admitted to the

official list.

Section 87: Approval of prospectus where no application for listing

178. Where securities are to be offered to the public in the United Kingdom for the first time and

there has been no application for listing, listing rules may allow issuers to submit prospectuses to

the competent authority for approval. This section refers to such prospectuses as “non-listing

prospectuses”. Where such a prospectus has been approved by the competent authority, under EC

law it must be recognised by competent authorities in other member States as complying with their

own rules on prospectuses. Accordingly, there is no need in these circumstances to obtain further

approval from another competent authority if the securities are to be issued in another member

State.

Section 88: Sponsors

179. This section enables the competent authority to make listing rules requiring issuers of listed

securities, or issuers seeking admission to the list, to appoint a sponsor.

Financial Services and Markets Act 2000 Page 1043
180. Subsections (2) and (3) allow the competent authority to approve persons who may act as a

sponsor, and to maintain a list of such persons. They also allow the relevant listing rules to specify

particular services which must be performed by a sponsor (for example a sponsor might be required

to certify that certain requirements for listing are met).

181. Subsections (4) to (7) apply the standard warning notice and decision notice procedure where

the competent authority proposes to refuse a person's application for approval as a sponsor, or to

cancel such approval, and provide the right to refer the matter to the Tribunal where a decision

notice is given.

Section 89: Public censure of sponsor

182. This section permits the competent authority to make listing rules which allow it to make

public statements to the effect that a sponsor has contravened a requirement imposed on him by

the listing rules, subject to the warning and decision notice procedure and a right to refer the matter

to the Tribunal. The power to impose financial penalties does not, however, apply to sponsors.

Section 90: Compensation for false or misleading particulars

183. This section provides that a person responsible for listing particulars (or, under this Part as

applied by sections 86, 87(5) and Schedule 9, prospectuses or non-listing prospectuses) is liable to

pay compensation to those who suffer loss as a result of untrue or misleading statements or the

omission of any information which must be contained in those documents. There are some

circumstances in which there is no liability to pay compensation. These are set out in Schedule 10.

Section 91: Penalties for breach of listing rules

184. This section gives the competent authority a power to impose financial penalties on issuers

who have breached the listing rules. Under the FS Act 1986, the competent authority can issue

private or public censures or suspend or cancel the listing of securities. The additional power

conferred by this section is intended to provide further flexibility in this area. The competent

authority will also be able to impose penalties upon present and former directors (which is defined

in section 417 to include shadow directors) who were knowingly involved in a breach of the listing

rules. However, it may not impose a penalty later than two years after it first became aware of the

breach.

185. Section 92 sets out the procedures the competent authority must follow when imposing a

penalty. The competent authority is also required to publish a statement of its policy as regards

penalties (see sections 93 and 94). Before issuing or altering such a statement, the competent

authority must consult on its proposals.

: Competition scrutiny

186. This section gives the Treasury a power to subject the “regulating provisions” of the competent

authority (which is to say the listing rules and general guidance it produces) and its practices to a

competition scrutiny regime. The Treasury proposes to use this power to create a competition

scrutiny regime for the competent authority which is broadly similar to the regime for the Authority,

in its role as financial services regulator, as provided for by Chapter III of Part X of the Act. The

power will enable the Treasury to provide for exclusions from the provisions of the Competition

Act 1998 analogous to those for which Chapter III of Part X of the Act makes provision.

187. Subsection (2) makes clear that such a regime will require the person responsible for the

competition scrutiny procedure to consider whether any provision or practice, or combination of

Financial Services and Markets Act 2000 Page 1044
provisions and practices, has at any time a significantly adverse effect on competition as defined

in subsections (6) and (7).

Section 96: Obligations of issuers of listed securities

188. This section provides that listing rules may place obligations on issuers and may make provision

for non-compliance. Subsection (2) provides that the competent authority can make listing rules

which allow it to publish information which an issuer has been required but has failed to publish.

Section 97: Appointment by competent authority of persons to carry out investigations

189. This section allows the competent authority to appoint investigators if it appears to it that there

are circumstances suggesting that there may have been a breach of the listing rules; that a director

or former director of an issuer was knowingly concerned in a breach; or that there has been a

contravention of the criminal offences in sections 83, 85, or 98. The section applies the provisions

of Part XI as if the investigator were appointed under section 167(1). This means that the procedures

set out in section 170 must be followed and that the investigator will have the powers set out in

section 171.

Section 98: Advertisements etc in connection with listing applications

190. This section makes it an offence to issue an advertisement or other information of a kind

specified in listing rules (for example an invitation to purchase securities) unless the contents have

been approved by the competent authority or the issue of an unapproved advertisement or information

has been authorised by the competent authority. This offence only applies where listing particulars

are, or are to be, published.

191. Subsection (3) provides a defence against this criminal offence where someone reasonably

believed that the advertisement had been approved or its issue authorised by the competent authority.

Section 100: Penalties

192. This section provides that the competent authority must not seek to recover its costs when

imposing financial penalties. It also provides that it must operate a scheme to redistribute monies

received from financial penalties to issuers. It must consult on the scheme and have regard to

representations before making the scheme. The provisions of this section are analogous to those

applying to the Authority more generally under paragraph 16 of Schedule 1.

Section 102: Exemption from liability in damages

193. This section gives the competent authority and its staff immunity against legal action for

damages in respect of anything done or omitted in the discharge of its functions. This immunity

does not apply where the act or omission was in bad faith or where it was unlawful as a result of

section 6(1) of the Human Rights Act 1998. Section 6(1) of that Act makes it unlawful for a public

authority to act in a way which is incompatible with a right conferred by the European Convention

on Human Rights and Fundamental Freedoms which is included in Schedule 1 to the 1998 Act.

PART VII: CONTROL OF BUSINESS TRANSFERS

194. This Part provides a mechanism for transferring, with the sanction of the courts, all or part of

the business of certain kinds of authorised persons. In broad terms, the mechanism covers 2 types

of transfer:

• transfers of insurance business; and

• transfers of banking business.

Financial Services and Markets Act 2000 Page 1045
195. The mechanism, as it relates to transfers of insurance business, replaces the arrangements

under sections 49 to 52B of, and Schedule 2C to, the Insurance Companies Act 1982, which

implement requirements of the EC insurance directives. Banking business transfers have usually

required a private act of Parliament, which can involve a lenghty procedure and substantial cost to

the firms concerned.

Section 104: Control of business transfers

196. This section establishes that the arrangements under Part VII are generally the exclusive route

for giving effect to the types of transfer to which the Part applies. However, the definition of

insurance business transfer schemes under section 105 provides for qualifying cross-border transfers

to be approved in other member States, in accordance with the directives.

Section 105: Insurance business transfer schemes

197. This section defines the insurance business transfers covered by the new mechanism. It only

applies to transfer schemes where, after the transfer, the business transferred will be carried on

from an establishment in the EEA, and where prior to the transfer all or part of the business to be

transferred is:

• carried on, wholly or in part, in the EEA by a “UK authorised person” (defined in subsection

(8)); or

• reinsurance business and it is carried on in the UK branch of an EEA firm (see Schedule

3); or

• carried on, wholly or in part, in the United Kingdom by an authorised person who is neither

a UK authorised person nor an EEA firm.

198. In each case the authorised person transferring the business must have the appropriate

permission under Part IV of, or Schedule 3 to, the Act.

199. However, subsection (3) sets out a series of cases for which the new mechanism does not

apply. The mechanism does not apply where the transferor is a friendly society (referred to as case

1). Such transfers are covered by provisions in the Friendly Societies Act 1992. The other cases

are where the arrangements under this Part do not apply are:

• transfers of reinsurance business by UK authorised persons which have been approved

by a court in another EEA State or by the relevant regulator in the State or States in which

it is carried on (case 2);

• transfers of business carried on outside the EEA which do not include policies (other than

reinsurance policies) against risks arising in the EEA, and which have been approved by

the courts or relevant authorities in a non-EEA State (case 3);

• where each of the policyholders has consented to the transfer, in cases of reinsurance

business and entities where the policyholders are ‘controllers’ (within the meaning of Part

XII) of the firm or other firms in the same group, essentially “captive” insurers (case 4).

200. Subsections (5) to (7) ensure that the powers of a court to make orders under the Companies

Act (and the equivalent Northern Ireland provisions) dealing with schemes for reconstruction

(compromises or arrangements agreed with creditors) can apply in transfers covered by the

arrangements under the Part.

Section 106: Banking business transfer schemes

201. This section enables parties to a transfer of business involving accepting deposits to apply to

the court for an order sanctioning the transfer. Subsection (1) applies the arrangements under this

Financial Services and Markets Act 2000 Page 1046
part to transfers of the business of authorised persons domiciled in the United Kingdom with

permission to accept deposits, wherever the business is carried on. It also applies the arrangements

where an overseas firm carrying on banking business in the United Kingdom transfers its business

to another firm. However, the arrangements do not apply to transfers from building societies (for

which separate arrangements exist under the Building Societies Act 1986) or credit unions or

transfers falling within section 427A of the Companies Act.

Section 107: Application for order sanctioning transfer scheme

202. This section enables either a transferee, or the transferor, or both, to apply to the court for an

order sanctioning a transfer of an insurance or banking business. Subsection (3) makes provision

as to the court to which an application may be made. The appropriate court will depend on the

country or territory in which the businesses are registered or have their head office.

Section 108: Requirements on applicants

203. This section confers on the Treasury a power to specify, by regulations, requirements with

which firms must comply before seeking an order sanctioning a transfer under section 111. Where

firms have not complied with those requirements, the court would not be able to sanction the

transfer.

204. Subsection (3) confirms that regulations made under this section may include requirements

to give notice and the way in which notice must be given. This may, for example, include giving

notice of the proposed transfer to customers or creditors of the firm but the kinds of requirement

are not limited.

205. Regulations made under this power may also specify the circumstances in which the court

may decide that a firm need not comply with a requirement. This is necessary to ensure that in

circumstances where a firm cannot reasonably comply with a requirement, it need not prevent a

court from approving a transfer. An example where this might be necessary is in relation to a

requirement to give notice to customers of the firm transferring its business to another, in

circumstances where it did not have contact details for some of its customers, as sometimes happens

in the case of dormant bank accounts or old life insurance policies.

Section 109: Scheme reports

206. Under this section, it is a requirement that a proposal to transfer insurance business is to be

accompanied by a report by an expert. The coverage of the report may be determined by the

Authority and the appointment of the expert is subject to the approval of the Authority. The purpose

of this section is to ensure that the court is presented with a full and accurate report of the proposed

transfer by an independent expert in order that the court may properly assess its impact, including

the effect on policyholders of the authorised person in question (and any third parties who may

rely on their policies).

Section 110: Right to participate in proceedings

207. This section gives the Authority and those affected by the proposed transfer a right to be heard

by the court when it is considering an application under section 107. This will mean that the

Authority will be able to make representations about matters which, as regulator, cause it concern.

It also ensures that any person connected with either the transferor or transferee firm — including

customers of either firm or their employees — may also make representations to the court about

the implications for them. The court will be able to take these views into account when considering

the application.

Financial Services and Markets Act 2000 Page 1047
Section 107: Sanction of the court for business transfer schemes

208. This section sets out the conditions that must be met before the court may sanction a business

transfer scheme. The conditions are that the transferee firm has obtained any necessary certificates,

which are set out in Schedule 12, and also that court is satisfied that the firm will have the necessary

authorisation to carry on that business after the transfer (unless no authorisation is required, as may

be the case for some reinsurance undertakings in other territories).

209. The precise requirements imposed under the Schedule will depend on a number of factors

including whether the business in question is insurance or banking business, and the location of

the business (that is whether it is domiciled in the United Kingdom, another EEA member State or

overseas).

210. An insurance business will require:

• a certificate about confirming that it has the necessary margin of solvency (paragraph 2

of the Schedule); and

• a certificate indicating that a host State regulator — in cases involving risks or firms

located in another EEA member State — has consented (or failed to object within 3 months)

to the transfer (paragraphs 3 to 5).

211. In the case of a bank it will need to produce:

• a certificate confirming that the bank has adequate resources; and

• in the case where either the transferor or transferee company is domiciled in another EEA

state, a certificate confirming that the home state regulator has been informed about the

transfer.

212. In deciding whether to sanction the scheme, the court must consider whether it is appropriate,

in all the circumstances, to do so.

Section 112: Effect of order sanctioning business transfer scheme

213. This section makes it clear that any order of the court sanctioning a business transfer scheme

may include any necessary provisions to ensure that any transfer is able to take proper effect.

Accordingly, the court will be able to order either that all rights and liabilities of and against the

firm whose business is being transferred become rights and liabilities of the transferee firm, or that

appropriate measures are taken to extinguish or reduce such rights and liabilities.

214. A reduction may be necessary, for example, where a firm is insolvent and the transfer of

business is part of a “rescue” proposal. In other cases, rights and liabilities may not be suitable for

transfer and so alternative arrangements may be required, for example in the case where a bank

had a taken a floating charge over the assets of the firm in relation to a credit facility, where neither

would be relevant to the ongoing business after the transfer.

215. These arrangements are consistent with the previous arrangements under Schedule 2C to the

ICA 1982 and relevant companies and insolvency legislation.

Section 113: Appointment of actuary in relation to reduction of benefits

216. This section enables a court, in response to an application from the Authority, to appoint an

independent actuary to report on a business transfer in particular circumstances. This is aimed

particularly at situations where a company from which business is to be transferred is in financial

difficulties and unlikely to be able to meet all of its obligations to policyholders or other creditors.

By the application of insolvency law, the policyholders would only be entitled to recover a proportion

of the amounts due to them.

Financial Services and Markets Act 2000 Page 1048
217. Section 112 enables the court to sanction a transfer that has the effect of reducing liabilities

to policyholders, since in many cases allowing the transfer to a solvent company will be preferable

to leaving the policyholder to recover money due from the insolvent insurer. In practice, a transfer

would most likely only be approved where the effect was no worse than if it did not go ahead. The

purpose of this section is to enable the court to take an informed view about the proposed reduction

in benefits, to ensure that policyholders interests are properly protected. A policyholder who suffered

loss in such circumstances might be able to make a claim to the compensation scheme under Part

XV of the Act.

Section 114: Rights of certain policyholders

218. This section provides that any EEA policyholders whose local law confers on them a right to

cancel the policy in the event of a transfer have an adequate opportunity to exercise that right.

Section 115: Certificate for the purpose of insurance business transfers overseas

219. This section is a paving provision for Part III of Schedule 12 which enables the Authority to

issue a certificate about the solvency of a UK authorised firm to which insurance business is to be

transferred from overseas. Such a certificate would enable the Authority to confirm to a regulatory

authority in another EEA member State or Switzerland that the transferee firm was financially

sound and able to accept the business being transferred to it.

Section 116: Effect of insurance business transfers authorised in other EEA States

220. This section ensures that, where an insurance business transfer has been approved in another

EEA member State in accordance with its domestic procedures, the transfer has effect in UK law.

This means that where a person in the United Kingdom has an insurance policy with an EEA

company whose business is in another member State, their contract is transferred so that the

policyholder continues to enjoy the same rights and to be subject to the same obligations against

the new company as they did against the company that issued the original policy.

Section 117: Power to modify this Part

221. This section allows the Treasury by regulations to modify the arrangements in relation to

prescribed categories of transfer (for example, to ensure sufficient flexibility to allow for possible

exclusions where transfers were subject to approval procedures in overseas jurisdictions). This

section also allows the Treasury by regulations to amend the provisions of this Part to provide for

its more effective operation.

PART VIII: PENALTIES FOR MARKET ABUSE

222. This Part confers power on the Authority to impose penalties for market abuse or to publish

a public statement that someone has engaged in market abuse. The Act sets out the kinds of behaviour

which will constitute market abuse and places a duty on the Authority to produce a code which

will help to determine whether particular behaviour amounts to market abuse. This code will carry

evidential weight, and in certain circumstances will provide a defence, or “safe harbour”, against

allegations of abuse. This Part also gives the Treasury the power to prescribe the coverage of the

regime by specifying both the markets and the investments traded on those markets to which it

applies. It sets out the procedures the Authority must follow when proposing to impose a penalty.

It also confers a right to refer a decision to impose a penalty to the Tribunal.

Section 118: Market abuse

Financial Services and Markets Act 2000 Page 1049
223. This section sets out the behaviour which constitutes market abuse. It also confers on the

Treasury an order-making power to specify which markets and which investments come within the

scope of this section.

224. Subsections (1) and (2) set out the conditions which must be satisfied before behaviour can

be regarded as market abuse (and a penalty possibly imposed or statement published). In order to

be abuse the behaviour must:

• take place in relation to qualifying investments traded on a market to which the section

applies;

• be behaviour of a particular kind, as set out in subsection (2); and

• be behaviour which is likely to be regarded by a regular user of the market as a failure on

the part of the person (A) engaged in the behaviour to observe the standards which the

regular user would reasonably expect of a person in A's position. The regular user of the

market is defined in subsection (10)to be a reasonable person who regularly deals on the

market. He is intended to represent the distillation of the standards expected by those who

regularly use the market.

225. There are three kinds of behaviour set out in subsection (2). Broadly speaking, these are that

the behaviour is based on information not generally available to the rest of the market; that the

behaviour is likely to give the regular market user a false or misleading impression; or that the

regular user would be likely to regard the behaviour as behaviour which would distort the market.

226. Subsection (6)(a) brings behaviour which takes place in relation to the subject matter of

investments within the definition of behaviour which can be caught by these provisions. This means

that, for example, behaviour in relation to a precious metal which affects the price of a futures

contract in the metal can potentially be caught by these provisions if it is behaviour which falls

within all of the tests set out above. Subsection (6)(b) also brings investments within the regime

which are not themselves qualifying investments for the purposes of this section, but which are

derivatives of a qualifying investment (for example options on options); or whose price or value

is expressed by reference to the price or value of qualifying investments, for example spread bets.

Subsection (8) allows the Authority to provide that behaviour conforming with a particular rule or

rules does not amount to market abuse.

Section 119: The code

227. This section places a duty on the Authority to prepare and issue a code which will allow it to

set out the kinds of behaviour which, in its opinion, amount or do not amount to market abuse. The

purpose of this code is to give guidance as to whether or not behaviour is abusive.

228. Subsection (2) makes clear that the code may describe behaviour which, in the opinion of the

Authority, either does or does not amount to abuse. (Section 122 provides that a statement in the

code that a particular type of behaviour is not an abuse is conclusive evidence of this fact.) It may

also set out factors which, in the Authority's opinion, should be taken into account when determining

whether an abuse has occurred. An example of such factors might be an individual's expertise or

the fact that someone holds a position of particular responsibility. Subsections (6) to (8) place the

Authority under a duty to publish the code (including any amended or replacement version under

subsections (4) and (5)). The Authority must consult on its proposed code, or on proposed alterations

or replacements under section 121.

Section 120: Provisions included in the Authority's code by reference to theCity Code

Financial Services and Markets Act 2000 Page 1050
229. This section enables the Authority to include in the code produced by it under section 119

“safe-harbours” from proceedings for market abuse for behaviour in conformity with the City Code

on Takeovers and Mergers produced by the Panel on Takeovers and Mergers. If the Authority

includes any such provisions, then behaviour which complies with those provisions does not amount

to market abuse (as a result of section 122(1). The approval of the Treasury is required under

subsection (2) before it can do so.

230. In considering whether market abuse has taken place, subsection (3) requires the Authority

to keep itself informed as to the way in which the Panel interprets and administers the relevant

provisions of the City Code.

Section 122: Effect of the code

231. Subsection (1) provides a safe harbour, by making it clear that if a person undertakes any

behaviour which the code currently in force specifically states does not amount to market abuse,

then he cannot be taken for the purposes of the Act to have abused the market. Subsection (2) makes

clear that in other circumstances the code may be relied upon insofar as it indicates that the behaviour

in question does or does not amount to market abuse.

Section 123: Power to impose penalties in cases of market abuse

232. This section allows the Authority to impose a monetary penalty on any person, whether an

authorised person or not, who has engaged in market abuse or has required or encouraged another

to engage in market abuse. Subsection (3) allows the Authority, as an alternative to imposing a

penalty, to publish a public statement that a person has engaged in market abuse or has required or

encouraged another person to do so. Subsection (2) provides that the Authority cannot impose a

penalty or make a statement where a person has reasonable grounds for believing his behaviour

did not constitute market abuse or that he was not requiring or encouraging another to engage in

market abuse, or where the person concerned took all reasonable precautions and exercised all due

diligence to avoid doing such things. The procedures for taking action under this section are set

out in sections 126 and 127.

Section 124: Statement of policy

233. This section places a duty on the Authority to prepare and publish a statement of its policy in

respect of penalties under section 123. The Authority will be able to set out in this document the

circumstances in which it might impose a penalty and factors it will take into account in deciding

what level of penalty to impose.

234. Subsection (2) requires that the Authority's policy for determining the amount of a penalty

must take into account the effect and seriousness of the behaviour, whether or not it was deliberate

or reckless and whether the person who engaged in the abuse was an individual. The Authority

may also take into account other matters it considers appropriate. The Authority must consult on

the initial version of the statement and on any subsequent changes as provided for in section 125.

Subsection (3) requires the Authority to include in the statement an indication of when the Authority

is to expected to regard a person as benefiting from section 123(2). Subsection (6) makes clear that

the Authority must then have regard to a statement issued under this section when using its powers.

Section 128: Suspension of investigations

235. This section allows the Authority to direct a recognised investment exchange or recognised

clearing house not to conduct an inquiry or to stop any inquiry it is already undertaking where the

Financial Services and Markets Act 2000 Page 1051
Authority is, or is considering, carrying out an investigation itself, or imposing a penalty on a person

for market abuse.

Section 129: Power of court to impose penalty in cases of market abuse

236. This section allows the Authority to apply to the court to impose a penalty for market abuse

where the court is considering whether to grant an injunction under section 381 or order restitution

under section 383 in a case of market abuse.

Section 130: Guidance

237. This section allows the Treasury, with the approval of the Attorney General and the Secretary

of State, if the need arises, to issue guidance to the relevant prosecuting authorities (as set out in

subsection (3)). The purpose of this guidance would be to help those authorities in deciding whether

a case should be subject to criminal prosecution, or the imposition of penalties under the market

abuse provisions, in the area of overlap between these provisions and the criminal offences of

insider dealing (in the Criminal Justice Act 1993) and misleading statements and practices (in

section 397). Subsection (5) confers a power on the Lord Advocate to issue equivalent guidance

in relation to Scotland, where there are different arrangements for prosecution of offences.

PART IX: HEARINGS AND APPEALS

238. This Part establishes the Financial Services and Markets Tribunal. Various sections in the Act

provide a right to refer a matter to the Tribunal once the Authority has notified the person concerned

of its decision. This Part sets out the procedural framework for referrals to the Tribunal and for

appeals from the Tribunal to the Court of Appeal, or in Scotland to the Court of Session, on a point

of law. The Part gives the Lord Chancellor a general power to make rules for the Tribunal's operation.

Schedule 13 sets out further details of the Tribunal's constitution and operation.

239. This Part also confers on the Lord Chancellor a power to establish a scheme to provide

subsidised legal assistance in proceedings before the Tribunal for individuals on whom the Authority

seeks to impose a penalty for market abuse under Part VIII of the Act.

Section 132: The Financial Services and Markets Tribunal

240. This section establishes the Tribunal and gives the Lord Chancellor the power to set its

procedural rules. The Council on Tribunals is given oversight of the new Tribunal under the Tribunal

& Inquiries Act 1992. Schedule 13 sets out requirements for the appointment of the President of

the Tribunal, and the “panel of chairmen” panel and lay panel from which members of the Tribunal

will be drawn. It includes provision for their qualifications and terms of office. It also permits the

appointment of a Deputy President and administrative staff. It further provides power for the

Tribunal to summon witnesses and to award costs. Subsection (3) contains the power for the Lord

Chancellor to make rules for the Tribunal. Paragraph 9 of Schedule 13 sets out examples of the

aspects of the Tribunal's procedures which might be covered by the Lord Chancellor's rules (such

as when hearings might be held in private). Subsection (4) provides that this does not limit the Lord

Chancellor's power.

Section 133: Proceedings: general provision

241. This section sets the time limit for making a reference to the Tribunal. The time limit is 28

days from the date of the decision notice or supervisory notice, unless a different period is prescribed

in the procedural rules made for the Tribunal by the Lord Chancellor under section 132. The Tribunal

will also have discretion to allow references to be made after the time limit has expired, subject

again to any provision in the Tribunal's procedural rules.

Financial Services and Markets Act 2000 Page 1052
242. The section also makes clear that the Tribunal may hear any evidence it considers relevant in

determining the case before it, including evidence that was not available to the Authority when it

made its decision. The Tribunal must determine what action the Authority should take and may

give directions to the Authority in order to give effect to its determination. The Tribunal may also

make recommendations as to the Authority's rules and procedures.

243. A supervisory notice takes effect on the date it specifies. However, subsection (9) provides

that the Authority may not take the action referred to in a decision notice until the time for making

a reference to the Tribunal has expired or, if the case is referred, until the case has been finally

disposed of, including any subsequent appeals to the Court of Appeal, Court of Session or House

of Lords (see section 137 below). An order of the Tribunal may be enforced as if it were an order

of a county court in England, Wales or Northern Ireland, or the Court of Session in Scotland.

Section 134: Legal assistance scheme

244. This section gives the Lord Chancellor the power to make regulations establishing a legal

assistance scheme. It sets out the coverage that such a scheme should have, namely that a person

should only be eligible for legal assistance if he is an individual who has referred a decision of the

Authority to impose on him a penalty for market abuse and provided that he meets the eligibility

criteria which are to be established under section 135(1)(d).

Section 135: Provisions of the legal assistance scheme

245. This section gives examples of the type of provision the Lord Chancellor may include in the

regulations, for example:

• the form legal assistance may take;

• the persons who may be engaged to provide the assistance;

• eligibility criteria; and

• procedural details as to how an application is made, to whom, and as to what happens

when assistance is granted.

Section 136: Funding of the legal assistance scheme

246. This section sets out the way in which the legal assistance scheme is to be funded. It will be

a free-standing scheme rather than an extension of legal aid and will be paid for by levies raised

from authorised persons. The Lord Chancellor will determine the potential or actual cost of the

legal assistance scheme. The Authority will have responsibility for determining the distribution of

levies across the regulated community, collecting them and paying them over to the Lord Chancellor's

Department.

247. The money raised will be paid into the Consolidated Fund. Spending on the legal assistance

scheme will be voted expenditure. The costs of administering the scheme will come out of the

running costs of the Tribunal.

248. If the amount paid to the Lord Chancellor in any one year exceeds the cost of the legal assistance

scheme (for example because the costs in that period prove to be lower than anticipated), he must

decide either to repay the excess to the Authority or else take into account this amount in the next

determination of costs, by reducing the amount which the Authority has to levy during the following

year. If the excess amount is repaid to the Authority, the Authority has discretion whether to

distribute the money amongst those persons upon whom the levy was imposed (or some of them)

to offset it against future invoices, or else partly to distribute the amount and partly offset it. This

enables the Authority to avoid costly redistribution of small amounts. If the Authority considers

Financial Services and Markets Act 2000 Page 1053
that it is not practicable to deal with an excess in any of these ways, it may obtain the permission

of the Lord Chancellor to use it in some other appropriate manner.

Section 137: Appeal on a point of law

249. This section establishes the right to appeal to the Court of Appeal or Court of Session on a

point of law against a decision of the Tribunal. An appeal may be brought only with the permission

of the Tribunal or the appeal court. If the appeal court considers that the decision is wrong in law

it may remit the matter back to the Tribunal for a rehearing and decision or make a decision itself.

An appeal may be made from the Court of Appeal or Court of Session to the House of Lords with

the leave of the Court or the House of Lords. The Lord Chancellor may make procedural rules in

relation to the exercise of these appeal rights.

PART X: RULES AND GUIDANCE

250. This Part of the Act confers powers upon the Authority and the Treasury to set regulatory

requirements for authorised persons. It also gives the Authority power to issue guidance on

requirements imposed by or under the Act.

Chapter I: Rule-Making Powers

251. Chapter I concerns the Authority's basic rule-making powers, the purpose for which rules can

be made and the scope of the powers. There are other rule-making powers for specific purposes in

relevant parts of the Act, including Parts XV, XVI, XVII, XX and XXII. This Chapter also sets out

the relevant procedural requirements when making rules.

252. Parts V, VIII, XIX, and XX also contain specific powers which enable the Authority to impose

requirements on particular classes of person. For example, through statements of principle, codes

of practice and directions on approved persons; on any person in relation to market abuse; on

members of Lloyd's; and on members of the professions. Those powers are described in the relevant

Parts of these explanatory notes.

Section 138: General rule-making power

253. This section confers a power on the Authority to make rules applying to authorised persons

with respect to their carrying on of regulated and unregulated activities. Rules made under this

section are referred to as “general rules” and can only be made to protect the interests of consumers.

There need not be a direct relationship between the authorised persons to whom the rules apply

and the consumers who are protected by the rules — so, for example, the Authority will be able to

make rules under this section to protect the interests of beneficiaries of trusts, to further market

integrity, as required by the Investment Services Directive, or to protect against systemic risk.

254. The bulk of the Authority's handbook of rules and guidance will be constructed using the

rule-making power in this section. The power will also enable the Authority to make other rules,

including rules relating to firms' systems and controls and rules regulating the conduct of firms'

business with customers. These could, for example, include “know your customer” rules and

“disclosure” requirements.

255. The provisions in this section enable the Authority to make rules at differing levels of detail,

from rules with a high level of generality, which the Authority refers to as principles, to detailed

conduct of business provisions.

256. Sections 152 to 155 set down the procedural requirements which the Authority must follow

when making rules.

Financial Services and Markets Act 2000 Page 1054
Section 139: Miscellaneous ancillary matters

257. This section elaborates on the provisions which the Authority can make under the rule-making

powers. It expressly enables the Authority to make rules in respect of the handling of client money

by authorised persons. The rules could be used to require money to be held in trust.

258. This section also allows the Authority to make rules which require authorised persons to allow

customers a “cooling off” period after entering into an agreement. For example, under section 76

of the ICA 1982, persons entering long-term insurance contracts have 14 days in which to cancel

the policy and recover any premium paid. This section would allow the Authority to make rules

requiring authorised persons to extend similar rights to customers.

Section 141: Insurance business rules

259. This section empowers the Authority to make insurance business rules prohibiting an authorised

person who has permission to deal in contracts of insurance from carrying on a specified activity,

which may be a non-regulated activity.

260. Subsection (3) enables the Authority to make rules in relation to contracts of long-term insurance

entered into by an authorised person in the course of carrying on his business, in particular restricting

the descriptions of property, or indices of value, by reference to which the benefits under such

contracts may be determined.

Section 142: Insurance business: regulations supplementing Authority's rules

261. This section enables the Treasury to make regulations applicable to non-authorised persons

connected with authorised persons with permission in relation to contracts of insurance, preventing

them from taking actions which would weaken the effect of “asset identification rules” made by

the Authority under the powers in this Part. Breaches of these regulations are subject to criminal

sanctions.

262. Subsection (3) gives the Treasury powers to make regulations which would prevent a company

paying dividends or creating a mortgage or charge over its property, and which would make void

any mortgages or charges made, in breach of those regulations.

Section 143: Endorsement of codes etc

263. This section confers a power on the Authority to make rules endorsing the City Code on

Takeovers and Mergers (“the Takeover Code”) and the Substantial Acquisition Rules (“SARs”),

or particular provisions of them.

264. This section provides a mechanism enabling the Authority to exercise its disciplinary powers

over authorised persons for a breach of the endorsed provisions of the Takeover Code or SARs.

The arrangements are designed to ensure that an adviser will cease to act where the Takeover Code

or SARs have been breached. Subsections (3) and (4) have the effect that disciplinary or intervention

powers in respect of endorsed provisions may be taken by the Authority if the Takeover Panel has

requested it to do so.

265. Before making rules which endorse the Takeover Code or the SARs, the Authority must follow

the usual procedures set out in section 155 for consulting on a draft of the proposed rules. By

applying relevant provisions of section 155, subsection (8) of this section also requires the Authority

to consult if it wishes to give a notification to the Takeover Panel that it considers the Panel's own

consultation procedures are satisfactory. If the Authority does give such a notification, the effect

Financial Services and Markets Act 2000 Page 1055
under subsections (6) and (7) is that the Authority's endorsement of the Code or SARs extends

automatically to subsequent amendments of the Code or SARs.

Section 144: Price stabilising rules

266. This section allows the Authority to make rules regarding actions which may be taken by

authorised firms to stabilise the price of investments. Section 397(4) and 397(5)(b) provide that a

person who is alleged to have created a false or misleading impression as to the market in certain

investments has a defence to a charge under that section (such as misleading statements) if he

proves that he was acting in conformity with rules made under this section.

267. Subsection (5) provides that the Authority may make rules which provide a similar defence

to persons who have stabilised investments in compliance with the price stabilisation rules of an

overseas body which is specified by the Authority. If an overseas body which is specified under

this section changes its rules, the amended body's rules will be taken by the Authority to be endorsed

under this section if the Authority has confirmed that it is satisfied with the overseas body's

consultation procedures.

268. Subsection (4) confers on the Treasury a power to make regulations setting the outer boundaries

of the Authority's power to make price stabilising rules.

Section 145: Financial promotion rules

269. This section confers a power on the Authority to make rules applying to authorised persons

in relation to the regulation of financial promotion under Parts II and XVII of the Act.

270. Subsection (3) enables the Treasury to restrict this power.

Section 147: Control of information rules

271. Subsection (1) enables the Authority to make rules about the disclosure and use of information

held by an authorised person. These rules are commonly known as “Chinese walls” rules. Chinese

walls are barriers in the form of procedures, systems, management and physical separation which

firms may employ in order to ensure that information obtained by one part of a firm is not

communicated in inappropriate circumstances to another part of the firm (for example, where it

would advantage one client at the expense of another). This power is broadly in line with that

currently contained in section 48(2)(h) of the FS Act 1986.

272. Under subsections (2)(a) and (c), rules may require that information be withheld or not used

for a customer's benefit where it would otherwise have to be disclosed or used, while subsections

(2)(b) and (d) provide that rules may specify circumstances in which an authorised person may

withhold or not use information which would otherwise have to be disclosed or used. This means

that, if an authorised person maintains Chinese walls in accordance with Authority rules made

under the section, then he will not be subject to obligations as to the disclosure and use of information

that would otherwise apply.

Section 148: Modification or waiver of rules

273. This section concerns the power of the Authority to waive or modify certain kinds of rules,

as set out in subsection (1), at the request of an authorised person or with their consent. Subsection

(4) specifies the circumstances in which the Authority may waive or modify these rules.

274. Waivers or modifications of rules can have indefinite effect or can be revoked by the Authority.

Breaches of conditions attached to a waiver or modification are equivalent to a breach of rules.

Financial Services and Markets Act 2000 Page 1056
275. Subsections (6) and (7) concern the obligation on the Authority to publish rule waivers or

modifications. They provide that the Authority must publish waivers or modifications in such a

way as to bring them to the attention of the people who are likely to be affected, unless the Authority

thinks it would be inappropriate to do so. In considering whether publication would be appropriate,

the Authority should take into account whether it believes that publication would unreasonably

prejudice the authorised person's commercial interests or contravene any international obligations

of the United Kingdom. The Authority would also need to take into account whether a breach of

the rule in question would give rise to a right of action by a person under section 150. Persons

affected by the modification or waiver will include clients of the authorised person and other

authorised persons who might wish to benefit from similar arrangements.

276. In deciding whether certain of the conditions for withholding publication are met, subsection

(8) requires the Authority to consider whether it can publish a waiver or modification of a rule

without disclosing the identity of the authorised person concerned.

Section 149: Evidential provisions

277. This section enables the Authority to make rules which, if breached, will not lead to any

disciplinary or other sanction provided for under the Act. Rules made under this section must state

that they will not give rise to sanctions under the Act, but they must also indicate that their

contravention can be relied on as indicating that another rule has been contravened, or that

compliance with the rule can be relied on as indicating that another rule has been complied with.

In particular, this power will enable the Authority to elaborate on rules, including principles, which

are framed at a higher level of generality. The power can be used to promulgate codes, such as a

code of practice, whereby rules comprising the code carry evidential status as to whether a higher

level principle, which is underpinned by the code, has been breached.

Section 150: Actions for damages

278. This section sets out the circumstances in which persons who suffer loss as a result of a rule

breach by an authorised person have a right of action for damages for resulting losses. This section

does not remove any common law cause of action which a person might otherwise have. It allows

a class of people to recover losses just by showing that there has been a breach of a rule as a result

of which they have suffered loss rather then having to rely on that breach as evidence of negligence.

279. The section creates a presumption that private persons (as defined by the Treasury) who suffer

loss as a result of a rule breach have a right of action for damages. The right does not extend to

breaches of financial resources rules, listing rules or other rules which may be specified by the

Authority. Customers would only generally suffer loss as a result of a breach of financial resources

rules if the authorised person concerned became insolvent. In those circumstances, the relevant

person's rights in the insolvency would not be altered by a separate right of action. Additionally,

it might not be appropriate to attach a right of action to certain other rules, such as those drawn at

a high level of generality.

280. There is a presumption that persons other than private persons do not have a right of action

for damages, although the Treasury may by regulations specify that breaches of certain rules are

actionable by non-private persons.

Section 151: Limits on effect of contravening rules

281. Breach of the Authority's rules does not make a person guilty of an offence, nor does it make

a transaction unenforceable or void.

Financial Services and Markets Act 2000 Page 1057
Section 152: Notification of rules to the Treasury

282. This section places a requirement on the Authority to give copies of new rules to the Treasury

or, when it amends or revokes a rule, to give written notice of the fact to the Treasury.

Section 153: Rule-making instruments

283. This section requires the Authority to publish its rules in writing. As a result of subsection

(3), if rules do not specify the power under which they are made, they will not have effect.

Section 155: Consultation

284. This section imposes consultation requirements on the Authority when it proposes to exercise

its rule-making powers. Generally, draft rules issued for consultation must, as a result of subsection

(2), be accompanied by a cost-benefit analysis of the proposals, an explanation of the purpose of

the proposed rules and a statement that representations about the Authority's proposals may be

made to the Authority within a specified time. They must also be accompanied by a statement of

the Authority's reasons for believing that the proposed rules are compatible with its objectives.

285. Subsection (4) provides that the Authority must have regard to representations made to it when

consulting on proposals to make rules. Subsections (5) and (6) provide that if the Authority decides

to make the rule, it must give a feedback statement on the representations it received. If the rules

which are introduced differ significantly from those which the Authority consulted on, the Authority

must publish a statement of that fact, together with a cost-benefit analysis concerning the new

provisions.

286. The Authority does not have to prepare a cost-benefit analysis when it considers that its

proposals will not result in a material increase in costs. It would, however, still need to consult on

the content of the proposed rules. Also, where the Authority proposes to exercise its powers to

charge fees, the requirement to produce a cost-benefit analysis does not apply but the Authority is

required to consult on the proposed expenditure which would result from the fee-raising exercise.

Part III of Schedule 1 contains further provisions regarding the Authority's fee-raising powers.

287. Consultation requirements will not apply if the Authority considers that any delay resulting

from the consultation would harm consumers.

Section 156: General supplementary powers

288. This section confirms that the Authority's rules may make different provision for different

cases and that the rules may make incidental, supplemental, consequential and transitional provisions.

Chapter II: Guidance

289. Chapter II concerns the Authority's power to issue and charge for guidance on its rules, the

legislation and other matters relating to its functions, including its regulatory objectives.

Section 157: Guidance

290. This section enables the Authority to issue and charge for guidance on all the matters listed

in subsection (1).

291. Subsection (2) confirms that the Authority can use its financial resources or its other resources

to support the giving of information and advice by third parties where the Authority considers it

could have given the advice or information under this section.

Financial Services and Markets Act 2000 Page 1058
292. Subsection (3) provides that when giving guidance on its rules which is intended to have broad

application, the Authority will need to meet various of the requirements of section 155, including

those requiring consultation and the publication of a cost-benefit analysis. Subsection (4) clarifies

that the Authority can charge for its guidance, whether it is offered generally or in response to a

specific request.

Chapter III: Competition Scrutiny

293. Chapter III provides for competition scrutiny of the Authority's rules, guidance, codes and

practices.

Section 160: Reports by the Director General of Fair Trading

294. This section concerns reports by the DGFT on possible adverse effects on competition of the

Authority's regulating provisions and practices. A significant adverse effect on competition is

defined in section 159(2) and (3). It includes things which have the effect of requiring or encouraging

exploitation of the strength of a market position.

295. Subsection (1) provides that the DGFT must keep the Authority's practices and regulating

provisions (which are defined in section 159 and include rules, guidance and codes) under review.

The DGFT can, at any time, investigate the Authority's practices and regulating provisions under

the powers conferred by section 161.

296. Following an investigation, if the DGFT finds that regulating provisions or practices, either

singly or in combination, have a significant adverse effect on competition then he must produce a

report. The DGFT has discretion as to whether to produce a report or not if he finds that there is

no such effect.

297. Subsections (5) and (6) provide that the DGFT must send a copy of any report he produces to

the Competition Commission (the “Commission”), the Treasury and the Authority. The DGFT

must, so far as is practicable, exclude from the published version of the report any matter which

relates to the affairs of a person which might seriously prejudice that person's interests. (Subsection

(9) provides that such matters do not need to be excluded from the version which goes to the

Commission, the Treasury and the Authority.)

Section 161: Power of Director to request information

298. This section provides that, in carrying out his functions under section 160, the DGFT has

powers to request relevant documents from any person, and to request relevant information from

any business.

299. Subsections (5) and (6) provide that if a person fails to produce a required document, or piece

of information, then the DGFT may report the matter to the court, and if the court is satisfied that

there was no reasonable excuse for this failure, that person may be dealt with as if he were in

contempt of court.

Section 162: Consideration by the Competition Commission

300. This section concerns the role and duties of the Competition Commission following receipt

of a report from the DGFT. It is supplemented by the provisions of Schedule 14.

301. There are two types of report which the Commission must consider under this section and on

which it must produce a report. The first is a report by the DGFT which concludes that particular

regulating provisions or practices of the Authority have a significantly adverse effect on competition

(type A). The second is a report by the DGFT which concludes that particular regulating provisions

Financial Services and Markets Act 2000 Page 1059
or practices do not have such an effect, but where the DGFT has referred the matter to the

Commission for further consideration (type B). (If the DGFT does not ask the Commission to

consider a type B report, then that is the end of the matter.)

302. Subsection (4) provides that the Commission's report must state its conclusions as to whether

the regulatory provisions or practices have a significantly adverse effect on competition. If it

concludes that there is no such effect (that is, it agrees with a type B report or disagrees with a type

A report), then that is the end of the matter. No further action can be taken.

303. If, however, the Commission concludes that there is such an effect, then subsection (5) requires

it to state in its report whether it considers that the effect is justified. In taking this decision,

subsection (7) requires the Commission, as far as is reasonably possible, to reach a conclusion

which the Authority could have reached given the obligations which the Act places on the Authority

and the functions which it confers. In its report, the Commission has to state what action, if any,

ought to be taken by the Authority in the light of the unjustified anti-competitive effect. This could

include the Authority changing its rules or practices in specified ways.

304. Any report produced by the Commission under this section has to be sent to the Treasury, the

Authority and the DGFT. Subsection (2) provides that the Commission does not need to produce

a report where there has been a change of circumstances which makes it unnecessary. For example,

the Authority may, once it has received the DGFT's report, change the rule in question, or stop

engaging in a particular practice, so that the adverse effect on competition identified by the DGFT

is removed.

Section 163: Role of the Treasury

305. This section concerns the Treasury's powers to take action following an adverse report from

the Commission.

306. If the Commission's report is that the significantly adverse effect on competition is not justified,

subsection (2) requires the Treasury, unless exceptional circumstances exist, to direct the Authority

to take appropriate action. Subsection (4) provides that the Treasury must have regard to the

Commission's conclusion as expressed in its report. The special circumstances in which the Treasury

do not have to direct the Authority to make changes following an adverse Commission report are

where:

• the Authority has already taken action, for example through changes to its rules or practices,

which means that the Commission's recommendations are no longer relevant; or

• the Treasury concludes that the existence of exceptional circumstances mean that it would

not be appropriate or necessary to direct the Authority to make changes. For example, the

Treasury may conclude that there would be a grave risk to the financial system if certain

regulating provisions were changed.

307. Subsection (7) provides that the Authority cannot be directed by the Treasury to take any

action which it would not have the power to take itself. If the Commission were to recommend

changes which did not, for example, provide an appropriate level of protection for consumers, the

Treasury could not direct the Authority to make those changes.

308. If the Commission's view is that a significantly adverse effect is justified, subsections (5) and

(6) allow the Treasury to override that decision and direct the Authority to make changes where

there are exceptional circumstances, for example, in order to meet international obligations.

Financial Services and Markets Act 2000 Page 1060
309. Subsections (10), (11) and (12) provide that if the Treasury decide, because of exceptional

circumstances, not to take action following a Commission report that a regulating provision or

practice has an adverse effect on competition, or decide to take action in the opposite case, they

must produce a statement giving their reasons. Any such statement must be made available to the

public and must be laid before Parliament.

Section 164: TheCompetition Act 1998

310. This section makes clear that neither the prohibition in Chapter I (of agreements preventing,

restricting or distorting competition within the United Kingdom) nor the prohibition in Chapter II

(of abuse of a dominant position in a market which may effect trade in the United Kingdom) of the

Competition Act 1998 apply to any action taken by a person in order to comply with the Authority's

regulating provisions or practices.

PART XI: INFORMATION GATHERING & INVESTIGATIONS

311. This Part sets out the powers of the Authority to require the production of information and

documents, to require reports to be compiled, to conduct investigations and to obtain access to

premises. Many of these powers are also held concurrently by the Secretary of State in recognition

of his wider responsibilities in relation to company law.

312. The powers provided for in this Part are in addition to the specific powers conferred on the

Authority by other provisions of the Act to request information from unauthorised persons in

particular circumstances, such as in connection with an application for authorisation or recognition.

They enable the Authority to require information on an ad hoc basis and therefore supplement the

Authority's ability to make rules requiring authorised persons to provide it with information on a

routine basis under its general rule-making power (section 138).

313. Under section 177, failure to comply with any requirement imposed using any of the powers

in this Part can be certified to the court and dealt with by the court as if the defaulter were in

contempt.

314. None of the powers in this Part may be used to require the disclosure of material which is

protected by section 413.

Section 165: Authority's power to require information

315. This section gives the Authority a general power to require information or documents which

may reasonably be required in connection with the discharge of its functions under the Act. The

information or documents may be required from any person, including a legal person, who is any

of the following:

• an authorised person;

• a formerly authorised person;

• a person connected with an authorised person, as defined in subsection (11);

• an operator, trustee or depository of an open-ended investment company;

• a recognised investment exchange;

• a recognised clearing house.

316. Either the Authority can write to the person asking for the production of the information or

documents within a reasonable timescale, or it can send an officer to whom it has given written

authorisation. The person is required to provide the information or documents without delay, and

he may also be required to take any reasonable steps the Authority may specify to verify the

information provided.

Financial Services and Markets Act 2000 Page 1061
Section 166: Reports by skilled persons

317. This gives the Authority the power to require an authorised person or a formerly authorised

person to commission and provide the Authority with a report into any relevant matter the Authority

may specify. This must be a matter about which the Authority could require information under

section 165, so the report must reasonably be required in connection with the discharge of the

Authority's functions.

318. The power also enables the Authority to require such reports from other persons carrying on

a business who are, or were, connected to the authorised or formerly authorised person in the ways

specified in subsection (2). Essentially, these are members of the same group of companies, or

companies closely linked through a common shareholder, or any partnership of which the authorised

or formerly authorised person is or was a member. This is a more limited set of persons than under

section 165 and Schedule 13.

319. The person making the report must be nominated by the Authority, or his appointment must

be approved by it. The Authority has to be satisfied that he has the relevant skills to report on the

matter concerned. In many cases this person may be an accountant, or they may be a person with

some other suitable professional qualification, such as a lawyer or an actuary, or they may be a

person with particular commercial or professional experience, such as a banker. The Authority may

also specify the form of the report.

320. Subsection (5) imposes an obligation on any in-house expert working for the authorised or

connected person to co-operate with the person appointed to produce the report. Thus, if the report

is to be produced by an actuary then the in-house actuary who works for the firm is obliged to

co-operate in the production of the report. This duty is enforceable by the Authority through an

injunction, or a comparable order in Scotland.

Section 167: Appointment of persons to carry out general investigations

321. Under this section, either the Authority or the Secretary of State (the “investigating authority”)

may, where it appears that there are good reasons for doing so, appoint competent persons to conduct

an investigation on their behalf into the business of an authorised person or appointed representative,

or into the ownership or control of an authorised person. An “appointed representative” is a person

who is exempt from the general prohibition in relation to particular regulated activities by virtue

of a contract with an authorised person as described under section 39. An appointed representative

and the authorised person who is the principal of that representative as a result of the contract may

be investigated at the same time. An investigation may also be made into a formerly authorised

person or a former appointed representative, although the scope of such investigations is limited

by subsection (4) to the business they conducted while they were authorised or appointed or under

the control or ownership of the former authorised person at that time. Written notice must be given

to the person under investigation under section 170(2).

322. The people appointed to conduct the investigation may be employees of the investigating

authority (under section 170(5)), or other people engaged specifically for the purpose. If they judge

it necessary for the purposes of the investigation, they may also inquire into the business of other

connected companies or partnerships, including those which were connected at some relevant time

in the past (this extends to the same classes of connected company or partnership as section 166).

The investigator(s) must give written notice to any other company or partnership whose business

they intend to inquire into in this way.

Section 168: Appointment of persons to carry out investigations in particular cases

Financial Services and Markets Act 2000 Page 1062
323. In addition to the general power under section 167 to investigate the business of authorised

persons and appointed representatives where there is “good reason” to do so, this section gives the

Authority or the Secretary of State (“the investigating authority”) the power to appoint competent

persons (who can be employees of the investigating authority) to conduct investigations where it

appears that there are circumstances suggesting that some specific contravention or offence may

have taken place. The more specific grounds for the exercise of the powers under this section are

reflected in the wider powers of the investigators (see notes on sections 171 to 173 below).

324. Among the contraventions that may be investigated by either the Authority or the Secretary

of State under this section are a breach by an unauthorised person of the general prohibition, the

commission of the misleading statements and practices offence under section 397, market abuse

under section 118, or insider dealing under Part V of the Criminal Justice Act 1993. The Authority,

but not the Secretary of State, may also launch an investigation under this section where a person

is suspected of having committed an offence under prescribed money laundering regulations.

325. The Authority may also appoint investigators under this section to look into suspected

contraventions of rules or regulations made under the Act, failures to comply with statements of

principle made under section 64, or to investigate the fitness and properness of approved persons

under Part V of the Act. The fitness and properness of authorised persons may be investigated

under section 167.

Section 169: Investigations etc in support of overseas regulator

326. This section gives the Authority new powers comparable to those held concurrently by the

Treasury and the Secretary of State under section 82 of the Companies Act 1989 to investigate

matters on behalf of an overseas regulator. In deciding whether it is appropriate to exercise this

power to require information or to appoint investigators on behalf of an overseas authority, the

Authority is directed to take account of the factors listed in subsection (4), which include the

seriousness of the case and the wider public interest in providing the assistance.

327. When the request comes from another competent authority under any of the single market

directives (see the notes on Schedule 3 for a brief explanation), the Authority is also required to

consider whether the assistance must be given in order to fulfil the obligations to co-operate imposed

by those directives. If it decides that it is, the other factors fall away.

328. The Authority may make the exercise of the power conditional on the overseas authority

making an appropriate contribution towards the cost of doing so, except where it considers that

exercise is necessary in order to fulfil the obligations to co-operate under the directives.

329. Under subsection (7), the Authority may decide to permit representatives to attend and

participate in any interview to be conducted by the investigators it has appointed. But in order to

permit this, the Authority is required to be satisfied that the information thus obtained by the overseas

regulator will be subject to equivalent safeguards on its subsequent use and disclosure as are

contained in Part XXIII of the Act. The Authority must also prepare a statement of its policy on

the exercise of this discretion, which must be approved by the Treasury and, if approved, published.

The discretion may not be exercised until this statement has been approved and published.

Section 170: Investigations: general

330. Where an investigation has been launched into a person under section 167 or 168, the Authority

or the Secretary of State (whichever is the investigating authority) must notify that person that the

investigator has been appointed. They must also inform the person under investigation of the reason

Financial Services and Markets Act 2000 Page 1063
for the appointment, and the particular provisions of the Act under which the appointment has been

made.

331. However no notification is needed for investigations under section 168 into possible insider

dealing, market abuse or misleading statements and practices, or into contraventions of the general

prohibition under section 19, the financial promotion prohibition under section 21 or the prohibition

on promoting collective investment schemes under section 238, since in those cases the investigator

may not know the identity of the perpetrator or may be looking into market circumstances at the

outset of the investigation rather than investigating a particular person. Nor is notification required

if the investigating authority believes that it would be likely to result in the investigation being

frustrated.

332. Subsection (5) allows employees of the investigating authority to act as investigators under

this Part of the Act.

333. Subsections (7) and (8) allow the investigating authority to control the scope, timetable and

form of the investigation by issuing directions to the investigator(s). Any directions must be notified

to the person under investigation under subsection (9) except for those types of investigation where

initial notice is not required, or where the investigating authority believes that notification would

be likely to result in the investigation being frustrated.

Section 171: Powers of persons appointed undersection 167

334. This section establishes the powers of investigators appointed under the general investigations

power to require people to attend before them and answer questions, and to provide information

or documents. The investigators may only impose these requirements where they reasonably consider

that the questions, information or documents in question are relevant to the investigation. And they

may only impose them on the person under investigation, or any other “connected person”as defined

in subsection (4). These limitations reflect the broad grounds on which the general investigatory

power is exercisable.

Section 172: Additional power of persons appointed undersection 168(1) or (4)

335. This section establishes wider powers for investigators appointed under section 168(1) or (4),

the power to investigate particular suspected contraventions or offences. It does not, therefore,

apply to investigations into possible insider dealing, market abuse, misleading statements and

practices or a breach of the general prohibition or the promotional prohibitions. Because the grounds

required under section 168 are more specific, the powers available to the investigator are wider in

terms of who may be required to give information. A person who is not the person under investigation

or connected to that person may only be asked questions so long as the investigator is satisfied that

it is necessary or expedient to do so. The term “connected” attracts the same meaning as under

section 171.

Section 173: Powers of persons appointed as a result ofsection 168(2)

336. This section establishes wider powers for investigators appointed to investigate possible insider

dealing, market abuse, misleading statements and practices or a breach of the general or the

promotional prohibitions under sections 19, 21 or 238. Because these are liable to focus, at least

initially, on market circumstances rather than the conduct or circumstances of any particular person,

or the activities of persons unknown, there is no requirement to notify a particular person as the

subject of the investigation. So the concept of connectedness does not apply. The investigator can

Financial Services and Markets Act 2000 Page 1064
require any person to attend and answer questions, or to supply information or documents, so long

as the investigator considers that they may be able to give information relevant to the investigation.

Section 174: Admissibility of statements made to investigators

337. A statement made by a person in compliance with a requirement imposed by an investigator

under this Part is generally admissible in any proceedings. But it may not be adduced against the

person who made the statement, or questions relating to it asked, by the prosecution in criminal

proceedings other than for the charges listed in subsection (3), nor by the Authority in proceedings

before the Tribunal to determine whether a penalty should be imposed for, or a public statement

made in respect of, market abuse. It may, however, be adduced, or a question relating to it may be

asked, by the person himself, or by those acting on his behalf. It can be used by the prosecution or

the Authority in cases against another person, or in cases against that person where the charge is

one of those listed in subsection (3). All of the charges mentioned in that subsection relate to the

provision of false information.

338. The section is necessary to take into account the judgment by the European Court of Human

Rights in the Saunders case ((1997) 23 E.H.H.R. 313).

Section 175: Information and documents: supplemental provisions

339. This section enables the Authority or an investigator appointed by either the Authority or the

Secretary of State under this Part to compel the production of a document by a person who is holding

a document on behalf of another person if they would have the power to compel the latter to produce

the document if they held it. If any person required to produce a document fails to do so, they may

be compelled to state where, to the best of their knowledge, the document is.

340. A document once obtained may be copied or have extracts taken from it, and the person

producing the document, or any other relevant person, may be required to explain it. But the

production of a document does not affect any rights a third party may have over it.

341. Documents subject to banking confidentiality may also be withheld unless the person holding

the information, or the person to whom the duty of confidence is owed, is the person under

investigation or a related company, or the person to whom the duty is owed consents to its disclosure,

or the requirement to disclose has been specifically authorised by the Authority or the Secretary

of State.

Section 176: Entry of premises under warrant

342. An investigator appointed by the Authority or the Secretary of State may obtain a warrant for

entry to any premises from a justice of the peace, or in Scotland from a justice of the peace or a

sheriff. Such a warrant can then be executed by a police constable (subsection (5) sets out what the

constable may do in the exercise of the warrant).

343. To issue the warrant the justice of the peace or sheriff must be satisfied that there are reasonable

grounds for believing:

• a request for information under this Part has not been wholly complied with, and that the

documents or information may be found on the premises concerned; or

• the premises are the business premises of an authorised person or appointed representative,

that information or documents on those premises could be required by the Authority or the

investigator, but that a request for that information or those documents would not be complied

with, or would result in the information or documents being removed, tampered with or

destroyed; or

Financial Services and Markets Act 2000 Page 1065
• a serious offence has or is in the process of being committed, and that there is information

or are documents on those premises which are relevant to that offence, which could be

required by the Authority or the investigator, but which would not be produced, or which

might be removed, tampered with or destroyed.

344. Subsections (6) and (7) apply to these warrants certain safeguards and other protections that

apply to warrants issued under the Police and Criminal Evidence Act 1984 and the equivalent order

in Northern Ireland. This includes giving the constable the right to employ reasonable force to gain

entry.

345. Subsection (8) provides for documents seized under a warrant to be held for up to 3 months,

or for longer if relevant proceedings are instituted during that period.

Section 177: Offences

346. If a person fails to comply with a requirement imposed under this Part without a reasonable

excuse, the Authority or the Secretary of State may certify the fact to a court and the court may

then deal with the person as if he were in contempt. A person who intentionally obstructs the

exercise of any rights conferred by a warrant under the preceding section is guilty of a criminal

offence and liable on summary conviction to a prison term of up to 3 months, or a fine up to level

5 on the standard scale (£5,000), or both.

347. A person who knowingly or recklessly provides false or misleading information in response

to a requirement under this Part also commits an offence. On summary conviction he would be

liable to a prison term of up to 6 months, or a fine up to the statutory maximum (£5,000), or both.

On indictment he would be liable to a prison term of up to 2 years, or a fine, or both.

348. The same penalties would be available against anyone who knows or suspects that an

investigation is likely to be conducted and falsifies, conceals, destroys or disposes of any document

he knows or suspects to be relevant, or causes such a document to be falsified, concealed, destroyed

or disposed of.

PART XII: CONTROL OVER AUTHORISED PERSONS

349. This Part is concerned with persons who intend to acquire control over UK authorised persons

by virtue of their shareholding or voting rights. The Part also deals with increases and decreases

in the extent of a person's control. Specifically, a person who proposes either to acquire control or

to increase the level of their control must notify the Authority and secure its approval. The Authority

may object to a particular acquisition or increase in control or it may attach certain conditions to

its approval. A person proposing to decrease their control must merely notify the Authority of their

intention. A breach of the obligations imposed by this Part is a criminal offence. The requirements

in this Part are necessary to meet certain single market directive obligations. They carry forward

similar requirements in the predecessor legislation. For consistency, the requirements have been

extended to cover controllers of all authorised persons incorporated in or formed under the law of

any part of the United Kingdom and not just those persons which are included in the scope of the

single market directives. This Part does not place notification requirements on persons who exercise

control over authorised persons by virtue of their position in that firm or in a parent firm, for example

as a director or chief executive. Such people may, however, need to be approved by the Authority

under Part V of the Act.

Section 178: Obligation to notify the Authority

Financial Services and Markets Act 2000 Page 1066
350. This section imposes a requirement on persons who propose to acquire control (or acquire an

additional kind of control) or increase their control over a UK authorised person to give the Authority

a “notice of control” informing them of their intentions. What constitutes “control” and a “kind of

control” for these purposes is described in section 179. The circumstances in which a person is

taken to “increase” their control are set out in section 180.

351. Subsection (2) provides for passive acquirers of control. These are persons who acquire control

without themselves taking any action, for example, through inheriting a large number of shares. A

passive acquirer may not be able to notify the Authority in advance, but under this subsection, they

must do so within fourteen days of first becoming aware that they have acquired the control.

352. A person who is required by subsection (1) to notify the Authority of his proposal to acquire

or increase control is also required by subsection (3) to make a further notification when the

acquisition or increase has taken place.

353. Subsection (4) defines the range of authorised persons with whose control this Part is concerned.

In line with single market directive requirements this is limited to authorised persons incorporated

in or formed under the law of any part of the United Kingdom, “UK authorised persons”. This is

because under the single market directives, the supervision of those who have control is subject to

home State regulation. The requirements do however cover all classes of UK authorised persons

and not just those included in the scope of the single market directives.

Section 179: Acquiring control

354. This section defines the circumstances in which a person acquires control and is therefore

subject to the obligation to notify the Authority under section 178(1)(a) or (b).

355. A person may acquire control either directly via a shareholding or voting power in the UK

authorised person itself, or indirectly via a shareholding or voting power in a parent of the UK

authorised person. This is required by the single market directives.

356. Subsection (3) provides that for the purposes of determining whether a person has acquired

control, the percentage shareholding or voting power is aggregated with that of their associates as

defined in section 422. This means, for example, that where a firm has a holding of 5 per cent of

the shares in a UK authorised person and one of its subsidiaries has a holding of 7 per cent of the

shares in the same UK authorised person, the firm will be required to notify the Authority.

357. Subsection (4) sets out what constitutes a “kind” of control. A person who has control of one

kind would be required under section 178 to notify the Authority again were they to acquire control

of a different kind either as well as, or instead of, the control they had before.

Section 180: Increasing control

358. This section sets out the circumstances in which an increase in a person's control causes them

to be subject to the obligation to notify the Authority under section 178(1)(c). These are that a

person's shareholding or voting power must cross one of the thresholds set out in subsection (2),

or they must become a parent of the UK authorised person. These thresholds are determined largely

by the single market directives.

Section 181: Reducing control

359. This section sets out the circumstances in which a reduction in a person's control causes them

to be subject to the obligation to notify the Authority under section 190. These are that a person's

shareholding or voting power must cross one of the thresholds set out in subsection (2), or they

Financial Services and Markets Act 2000 Page 1067
must cease to be a parent of the UK authorised person. The level of these thresholds is as for an

increase in control and again they are determined largely by the single market directives.

Section 182: Notification

360. This section concerns the procedure to be followed when notifying the Authority. It specifies

that the Authority may indicate the information and documents that must be supplied in support of

a notification.

361. Subsection (2) confers a power on the Authority to require persons giving a notice of control

to provide the Authority with such additional information as the Authority may reasonably considers

necessary to determine the application.

Section 183: Duty of Authority in relation to notice of control

362. This section gives the Authority up to three months from the date it receives a completed

notice to determine whether to approve the application or issue a warning notice indicating that it

is proposing to object to the acquisition of, or increase in, control.

363. Subsection (2) imposes a requirement on the Authority to consult home State competent

authorities when required to do so by regulations made by the Treasury. The nature of this

requirement is determined by the single market directives.

Section 184: Approval of acquisition of control

364. The Authority is obliged by this section to notify the applicant without delay if it gives its

approval.

365. If the Authority fails to indicate its approval or to issue a warning notice within three months,

subsection (2) provides that the applicant is to be treated for the purposes of the Part as having been

approved.

366. As a result of subsection (3), the approval is valid for a year, unless the Authority notifies the

person intending to acquire control of a another time period. If the person does not acquire the

control in that period, a fresh application is required.

Section 185: Conditions attached to approval

367. This section concerns the ability of the Authority to make its approval subject to the imposition

of conditions on the applicant. The Authority is able to impose such conditions as it considers

desirable, having regard to its duty under section 41 to ensure that, in general, the threshold

conditions will continue to be met in relation to the UK authorised person subject to the control

concerned.

368. If the Authority imposes conditions, subsections (3) and (4) require it to issue the person with

a warning notice and a decision notice. The person has a right to refer the matter to the Tribunal.

369. Under subsection (5), persons on whom conditions are imposed may apply to the Authority

to have the conditions varied or cancelled. The Authority may itself cancel a condition.

370. The Authority may serve a notice of objection on persons who breach any conditions imposed

by this section. This is provided for in section 187.

Section 186: Objection to acquisition of control

371. This section gives the Authority the power to object to the acquisition of new or additional

control, or to an increase in control.

Financial Services and Markets Act 2000 Page 1068
372. The Authority can object to a person acquiring or increasing their control where it is not

satisfied that the approval requirements set out in subsection (2) are met.

373. Subsection (4) confers a duty on the Authority to notify the applicant if it considers that the

conditions for approval would be met if the applicant took or refrained from taking a particular

step.

Section 187: Objection to existing control

374. This section provides the Authority with the power to object to an existing controller if it is

satisfied that the approval requirements are not met or that a condition imposed under section 185

has been breached. The Authority may also object to a person who acquired or increased control

without notifying the Authority in the required manner.

Section 188: Notices of objection undersection 187: procedure

375. This section sets out the process by which the Authority can object under section 187 to an

existing controller. If the Authority wishes to object to a controller, it is obliged to give him a

warning notice.

376. Subsection (2) has the effect that the Authority must comply with any requirements prescribed

by the Treasury with respect to the consultation of other competent authorities outside the UK

before it gives a warning notice. The Treasury will exercise this power to ensure that effect is given

to requirements imposed by the single market directives to consult home State competent authorities.

Section 189: Improperly acquired shares

377. This section makes provision enabling the Authority to restrict rights deriving from shares in

the case of persons who continue to hold shares in breach of a notice of objection. It is a requirement

of the single market directives that these powers should be available.

378. The Authority also has the option of applying to the court for an order directing the sale of

shares under subsection (3). If shares are sold in this way, subsection (6) provides that the proceeds

(net of the costs of the sale) will be paid, via the court, to persons beneficially interested in them.

379. Subsection (7) provides that the powers in this section may only be exercised in relation to

shares acquired in breach of a notice of objection or in contravention of a condition imposed by

the Authority, and not to any other shares held by the person or his associates.

Section 190: Notification

380. This section concerns notification of reductions in, and cessations of, control, whether or not

the reduction or cessation is intentional.

381. Under subsection (1) a person who proposes to reduce the control that they have over a UK

authorised person, or to cease to have any control, must notify the Authority that that is their

intention. The circumstances in which a reduction in control triggers this notification requirement

are set out in section 181. A person required to notify the Authority under this subsection must,

under subsection (3), notify the Authority again when the proposed reduction or cessation of control

actually occurs.

382. Subsection (2) requires persons whose control is reduced, or ceases, without themselves taking

any action, to notify the Authority within 14 days of becoming aware of the reduction or cessation.

383. Subsection (4) sets out various requirements in relation to the notices given pursuant to this

section.

Financial Services and Markets Act 2000 Page 1069
384. The Authority has no power to make any objection in these circumstances but it is an offence

to fail to give the necessary notification.

Section 191: Offences under this Part

385. This section sets out the offences in relation to this Part.

386. Subsections (1) and (2) provide that it is an offence not to notify the Authority in accordance

with the requirements in this Part when acquiring, increasing, reducing or ceasing to have control

over a UK authorised person.

387. Subsections (3) and (4) provide that where proper notification has been given, it is an offence

to carry out a proposal before the Authority has given its approval or, where it has issued a warning

notice, before it has decided whether to follow the warning notice with a notice of objection.

388. A person guilty of any of the above offences is liable on summary conviction to a fine not

exceeding level 5 on the standard scale, currently £5,000.

389. It is also an offence, under subsection (5), to acquire control in contravention of a notice of

objection. This is a more serious offence and a person guilty of it may be convicted on indictment

to imprisonment for a term of up to two years and to a fine. There are lesser fines on summary

conviction. The penalties are set out in subsections (7) and (8), and include provision for a daily

fine if the offence continues.

390. Subsection (9) provides a defence for those who are prosecuted for failing to notify the Authority

of their influence. The defence is available if a person can show that he was unaware of the act or

circumstance by virtue of which the duty to notify the Authority arose. In these circumstances, the

person must notify the Authority within 14 days subsequently of becoming aware. Failure to do so

is a criminal offence, the penalty on summary conviction being a fine not exceeding level 5 on the

standard scale, currently £5,000.

Section 192: Power to change definitions of control etc.

391. This section gives the Treasury power to amend by order certain definitions in this Part and

others which are relevant to it, and to provide for exemption from the obligation to notify increases

or reductions in control under sections 178 and 190.

392. The Treasury may alter the cases in which a person is said to acquire control as set out in

section 179, and therefore it also has a power to change the definition of controller in section 422

to ensure the two remain aligned. The Treasury may also alter the thresholds the crossing of which

triggers the requirements in this Part to notify an increase or decrease in control. This power is

necessary to give effect to any future change in the single market directive requirements for

controllers of UK authorised persons who are not currently covered by the single market directives.

PART XIII: INCOMING FIRMS: INTERVENTION BY AUTHORITY

393. This Part confers power on the Authority and, in certain cases, the DGFT to intervene in the

business of EEA and Treaty firms who are, or have been, authorised by virtue of Schedules 3 and

4. These firms are referred to in the Part as “incoming firms”. This power, which is referred to as

the power of intervention, does not apply in respect of persons who are authorised solely by virtue

of having a permission under Part IV. Nor does it apply in respect of the additional Part IV

permissions that may be held by incoming firms. The Part sets out the grounds on which the power

is exercisable and the procedures for exercising it.

Section 194: General grounds on which power of intervention is exercisable

Financial Services and Markets Act 2000 Page 1070
394. This section sets out the grounds on which the Authority may exercise its power of intervention.

The 4 grounds are:

• where it appears to the Authority that there has been, or is likely to be, some contravention

of a rule or other requirement imposed by the Authority in accordance with the division of

responsibility between home and host State under the appropriate single market directive;

• where it appears to the Authority that the authorised person has knowingly or recklessly

misled the Authority;

• where it appears to the Authority that it is desirable to exercise the powers in order to

protect customers or potential customers; or

• where the incoming EEA firm is carrying on consumer credit business in the United

Kingdom under their passport and the DGFT has informed the Authority that the person

has done any of the things listed in section 25(2) of the CCA 1974. These are factors to be

taken into account by the DGFT in deciding whether a person is fit and proper to hold a

consumer credit licence, and they cover contraventions of that Act, offences involving fraud,

dishonesty or violence, practising racial or other forms of discrimination, and engaging in

deceitful, oppressive, unfair or improper business practices.

Section 195: Exercise of power in support of overseas regulator

395. This section enables the Authority to exercise its intervention power at the request of, or for

the purpose of assisting, an overseas regulatory authority (“ORA”). The Authority may exercise

its powers under this section whether or not the grounds set out in the previous section are met.

Authorities in other EEA States who are competent authorities under the single market directives

are automatically ORAs. Other overseas authorities, from the EEA or elsewhere, which have

functions equivalent to those set out in subsection (4) are also ORAs.

396. When the Authority receives a request from an EEA competent authority, it must consider

whether it is obliged to exercise the powers under the relevant directive. In other cases, the Authority

may exercise its discretion, taking account of the factors listed in subsection (6).

397. Under subsection (7) the Authority may make its use of its powers conditional on the ORA

making an appropriate contribution toward the cost of taking the action.

Section 196: The power of intervention

398. This section provides that the nature and extent of the Authority's power of intervention are

the same as the power to vary a permission or impose a requirement under Part IV.

Section 197: Procedure on exercise of power of intervention

399. This section sets out the procedure the Authority must follow when it proposes to exercise its

power of intervention against incoming firms under this Part. This is the same written notice

procedure as described in relation to section 53.

Section 198: Power to apply to the court for injunction in respect of certain overseas insurance

companies

400. Under this section the Authority may act on behalf of an insurance authority in another EEA

member State by applying to the courts for an injunction, or in Scotland an interdict, to freeze assets

held in the United Kingdom by an insurer from that member State.

401. The power implements article 20(5) of the 1st Non-Life Directive, relating to general insurance,

and article 24(5) of the 1st Life Directive, relating to long-term insurance. Subsection (1) limits

use of the power to where it is in accordance with those provisions, which means that it is exercisable

Financial Services and Markets Act 2000 Page 1071
where the firm's home State authority has asked the Authority to prohibit the free disposal of assets

of that firm and has confirmed that:

• the firm has failed to comply with the requirements of article 15 of the 1st Non-Life

Directive or article 17 of the 1st Life Directive;

• the solvency margin of the firm has fallen below the minimum required by article 16(3)

of the 1st Non-Life Directive or article 19 of the 1st Life Directive; or

• the solvency margin of the firm has fallen below the guarantee fund as defined in article

17 of the 1st Non-Life Directive or article 20 of the 1st Life Directive.

Section 199: Additional procedure for EEA firms in certain cases

402. This section imposes an additional procedure to be followed in some circumstances where the

Authority proposes to use its intervention power against an EEA firm. This procedure applies where

the EEA firm has contravened a requirement imposed by the Authority pursuant to host State

functions under the relevant single market directive.

403. First, the Authority must require the firm to remedy the situation. If the firm fails to do so, the

Authority must request the firm's home State regulator to take appropriate measures to ensure the

firm remedies the situation and inform the Authority of the measures it proposes to take (or why

it does not propose to take any measures). Only if the Authority considers that the measures that

the home State regulator has taken are inadequate, or if no action has been taken by that regulator,

may it exercise its powers.

404. However, where the Authority decides it needs to act urgently it may do so before it has

required the firm to remedy the situation and either before it requests the home State regulator to

act or, having already made a request, before it is satisfied that the home State regulator is not going

to take adequate action. But if the Authority takes urgent action in this way, it must inform the

European Commission and must comply with any direction from the Commission to rescind or

vary the requirements imposed.

Section 200: Rescission and variation of requirements

405. Either on its own initiative or at the request of the authorised person who is subject to a

requirement under this Part, the Authority may rescind or vary such a requirement. The procedure

under section 197 applies to a variation on the Authority's own initiative. The warning notice and

decision notice procedure applies where the Authority proposes to refuse to rescind or vary a

requirement on request. Agreement to a request for rescission or variation can be granted by written

notice as with the grant of other forms of application under the Act.

Section 201: Effect of certain requirements on other persons

406. Where the power of intervention is used to impose a restriction on the type mentioned in

section 48 (an assets requirement), the restriction has the same effect as if it had been imposed

under Part IV. This means that the provisions of section 48 apply, including the provisions about

assets held by a third party such as a bank, and about the transfer of assets to a trustee approved by

the Authority.

Section 202: Contravention of a requirement imposed under this Part

407. This section makes clear that a contravention of a requirement imposed under this Part does

not constitute an offence or result in any transaction being void or unenforceable. It also confers

on the Treasury a power to prescribe in regulations the circumstances in which a person may have

Financial Services and Markets Act 2000 Page 1072
a right of action as a result of a breach of a requirement imposed under this Part. Otherwise no such

right of action will result from a contravention.

Section 203: Powers to prohibit the carrying on of Consumer Credit Act business

408. Under the Act, EEA firms may, on the basis of their home State authorisation, be automatically

authorised to carry on the types of activity covered by the passport under the various single market

directives. Two of these directives include lending in their listed activities, which encompasses

consumer credit business regulated in the United Kingdom under the CCA 1974. This means that

EEA firms may carry on consumer credit business without having to apply to the DGFT for a

consumer credit licence and they are therefore not subject to the DGFT's powers under the CCA

1974.

409. This section, along with section 204, confers on the DGFT separate powers to restrict or

prohibit the carrying on, or the purported carrying on, of consumer credit business in the United

Kingdom under the relevant directives if the firm or any of its employees has done any of the things

listed in section 25(2)(a) to (d) of the CCA 1974. That is, if they have:

• committed any offence involving fraud, dishonesty or violence;

• contravened any provision made by or under the CCA 1974, or by or under any other

enactment regulating the provision of credit to individuals or other transactions with

individuals;

• practised discrimination on grounds of sex, colour, race or ethnic or national origins in,

or in connection with, the carrying on of any business; or

• engaged in business practices appearing to the DGFT to be deceitful or oppressive, or

otherwise unfair or improper (whether unlawful or not).

410. Contravention of a restriction or prohibition is a criminal offence and contravention of a

restriction is also grounds for imposing a prohibition. Schedule 16 sets out the procedure the DGFT

must follow when imposing prohibitions or restrictions. This procedure follows that generally

applicable in the CCA 1974 rather than in the other provisions of this Act.

PART XIV: DISCIPLINARY MEASURES

411. This Part gives the Authority powers to issue public statements or impose financial penalties

in response to contraventions of rules or other requirements by authorised persons.

Section 205: Public censure

412. This gives the Authority the power to make a public statement concerning a contravention by

an authorised person of any requirement imposed directly by the Act or under it, for example

through the Authority exercising its rule-making power.

Section 206: Financial penalties

413. This enables the Authority to impose a financial penalty where it establishes that there has

been a contravention by an authorised person of any requirement imposed by or under the Act.

Section 207: Proposal to take disciplinary measures

414. This section requires the Authority to issue a warning notice where it proposes to make a

public statement about an alleged contravention or impose a penalty. The notice must include the

statement the Authority proposes to make or the amount of the proposed penalty.

Section 208: Decision notice

Financial Services and Markets Act 2000 Page 1073
415. If having issued a warning notice, and heard any representations, the Authority decides at the

end of the relevant period to proceed with the public statement or penalty, it must issue a decision

notice. This should also set out the terms of the proposed statement or the amount of the proposed

fine (either of which may change in response to any representations made).

416. The authorised person has a right to have the matter referred to the Tribunal, in accordance

with the provisions of Part IX of the Act. No further action can be taken by the Authority during

the period in which the person has the right to have the matter referred to the Tribunal or, where

the matter has been referred, until the Tribunal hearing and any subsequent appeal have run their

course.

Section 209: Publication

417. If, having followed the appropriate procedures, the Authority decides to make a public statement

under section 205, this section provides that it must send a copy of the statement to the authorised

person concerned and to any third parties to whom it copied the decision notice.

Section 210: Statements of policy

418. This section requires the Authority to prepare and publish guidance on its policy concerning

the imposition of penalties under section 206 and the level of those penalties. Under subsection

(7), the Authority must have regard to this published guidance when determining the level of

penalties.

Section 211: Statements of policy: procedure

419. This section requires the Authority to follow certain procedures when it issues a policy statement

under section 210. The procedures include a requirement to consult on its proposals.

PART XV: THE FINANCIAL SERVICES COMPENSATION SCHEME

420. This Part of the Act provides for a single Financial Services Compensation Scheme, established

by the Authority and managed by an independent scheme manager. It gives the Authority powers

to specify the regulated activities covered by the scheme.

421. The purpose of the compensation scheme is to compensate customers who suffer loss in various

circumstances as a consequence of the inability of an authorised person to meet its liabilities. The

scheme is not, other than in cases of the insolvency of an authorised person, intended to provide

compensation for a regulatory breach (for example the mis-selling of investments), where the

liability would remain with the authorised firm.

Section 212: The scheme manager

422. This section requires the Authority to establish a company to manage the scheme and sets

requirements as to the company's constitution, including that the chairman should be appointed by

the Authority with the approval of the Treasury and that board members should act independently

of the Authority.

Section 213: The compensation scheme

423. This section imposes certain requirements about the Authority's rules establishing the scheme.

It also makes it clear that customers may be eligible to make a claim against an authorised person

even if the claim arises in relation to an activity for which that authorised person did not have

permission. A claim relating to an appointed representative who is an exempt person by virtue of

Financial Services and Markets Act 2000 Page 1074
section 39 may also qualify under the scheme. Claims would not, however, be eligible if they related

to regulated activities carried on by a person who should be authorised but is not.

424. Subsection (3)(b) provides for the scheme manager to levy authorised persons to cover both

the costs of compensation and its administrative costs.

425. Subsection (5) requires the scheme manager when setting the levy to seek, so far as is

practicable, to avoid cross-subsidy between sectors.

426. Subsection (10) allows the Treasury to prescribe categories of persons authorised to carry on

regulated activities in the United Kingdom under passporting arrangements that will only participate

in the scheme if they elect to do so. This allows the Treasury to ensure that, while membership of

the scheme is generally compulsory for authorised persons carrying on relevant activities, it remains

compatible with UK obligations under EC directives which make rules about the extent to which

EEA firms can be required to join compensation schemes other than their home State scheme.

Section 214: General

427. This section clarifies the scope of the Authority's power to make scheme rules.

428. Subsection (1) provides, in particular, that the scheme may consist of a number of different

compensation funds, for which levies can be raised from different sectors of the industry and

different rules may be made as to the level of and eligibility for compensation.

429. Subsections (2) to (4) enable the scheme to limit the eligibility of claimants according to a

number of different factors, including where the event took place or where the claimant resides.

430. Subsection (6) confers on the scheme manager a power to enter into arrangements with schemes

established in other countries outside the EEA. Where, for example, a US firm does business in

the United Kingdom and the level of compensation under the US scheme is lower than in the United

Kingdom, the firm would be able to become a member of the UK scheme for the purposes of

topping-up its cover. If the firm was unable to meet its liabilities, claimants might have a claim

against both the US and the UK schemes. This power would in turn enable the UK scheme to enter

into an arrangement with the US scheme to avoid the need for the claimant to submit a claim to

both schemes. It is possible to make reciprocal arrangements under the power in subsection (1)(k).

Section 215: Rights of the scheme in relevant person's insolvency

431. Subsection (1) enables the Authority to make provision about the effect of a payment of

compensation under the scheme on the rights and obligations arising out of the claim against a

relevant person in respect of which the payment was made. This allows the Authority to make

provision for the rights of the claimant to be transferred to the scheme manager, which would enable

the scheme manager to seek to recoup the costs of paying compensation from the firm in question

without increasing the firm's liabilities. Subsection (2) provides that any right of recovery conferred

on the scheme manager under subsection (1) cannot exceed the claimant's original rights.

Section 216: Continuity of long-term insurance policies

432. The special nature of long-term insurance means that should an insurer go into liquidation, a

simple payment of compensation may not necessarily be enough to enable policyholders to find

alternative cover. This would be a problem especially where a person had developed health problems

since taking out the original policy. The purpose of this section is to enable the Authority to include

in the scheme rules a requirement for the scheme manager to seek to transfer the business of a

Financial Services and Markets Act 2000 Page 1075
failing insurer, so far as it relates to contracts of long-term insurance, to another company or to

secure the issue of substitute policies by another insurer.

Section 217: Insurers in financial difficulties

433. The special features of long-term (or “life”) business are noted above. But even general

insurance business (for example car or product liability insurance) can result in claims arising from

events which may have happened several years earlier. This long tail of claims means that it can

be difficult to crystalise the liabilities of an insurer in liquidation. The administration of insurance

claims is costly and the delays for policyholders can be substantial while a liquidator seeks to work

out the level of payments that can be made to creditors.

434. Accordingly, this section allows the Authority to make provision for the scheme manager to

give assistance to an authorised person with permission to effect and carry out contracts of insurance

in financial difficulties, either by transferring the that person's business, so far as it relates to

contracts of insurance, to another insurer, or by enabling the continuance of that business by another

insurer. Before using this power, which is potentially of substantial benefit to policyholders, the

scheme manager must be satisfied that payments to the firm should not materially benefit other

persons such as shareholders or company directors. It must also be satisfied that these measures

would not cost more than the costs of compensation if the firm were allowed to go into default.

Section 219: Scheme manager's power to require information

435. The efficient settlement of claims will sometimes require the scheme to obtain information

from a variety of sources. This section provides the scheme manager with powers to require the

provision of specified information that it considers necessary in order to be able to assess claims.

Information may be required from the authorised person, or from a person who was knowingly

involved in the events giving rise to the claim.

Section 220: Scheme manager's power to inspect information held by liquidator etc

436. This section allows the scheme manager to inspect information held by the liquidator,

administrator or trustee in bankruptcy of an insolvent relevant person. The scheme manager is only

allowed to inspect documents rather than require them to be produced, which means that the cost

of copying documents will be borne by the scheme and not by the liquidator. This should reduce

costs to the liquidator, administrator or trustee in bankruptcy. The section does not apply to the

Official Receiver or his Scotland and Northern Ireland counterparts (as to which see section 224).

Section 221: Powers of court where information required

437. This section provides that, where a person fails to comply with a requirement for information

under section 219 or to permit documents to be inspected under section 220, this may be certified

to the court, which may deal with the person as though he were in contempt.

Section 222: Statutory immunity

438. This section provides immunity for the scheme manager, and its staff from actions for damages,

except where they act in bad faith or where damages are sought under section 6(1) of the Human

Rights Act 1998.

Section 223: Management expenses

439. This section ensures that the scheme may only recover from levies management expenses up

to a certain limit. The limit must be set before the scheme includes management expenses in its

calculations of the levies.

Financial Services and Markets Act 2000 Page 1076
PART XVI: THE OMBUDSMAN SCHEME

440. This Part of the Act provides for the creation of a single, compulsory ombudsman scheme for

the resolution of disputes between authorised firms and their customers. It provides for the detailed

operation of the scheme to be determined largely by rules made by the Authority on which it is

required to consult in accordance with the requirements under Part X.

Section 225: The scheme and the scheme operator

441. This section makes clear that the object of the scheme is to resolve disputes involving consumers

quickly and with minimum formality. The operator of the scheme must be a body corporate.

Section 226: Compulsory jurisdiction

442. This section requires firms authorised by the Authority to submit to the jurisdiction of the

scheme. The scheme's compulsory jurisdiction may only be applied to persons who were authorised

at the time the activity to which the complaint relates was carried out, and the rules must have been

in force at that time. The Authority is to make rules determining which activities of authorised

persons fall within the compulsory jurisdiction. These activities must either be regulated activities

as specified by the Treasury under section 22 or other activities which are not regulated, but could

be made regulated activities under that section. The Authority is free not to include certain activities,

for example kinds of professional business where it is unlikely that retail customers would ever be

involved.

443. If an activity is included in the compulsory jurisdiction of the scheme, the ombudsman can

consider all disputes arising from the carrying on of that activity by the authorised person. For

example, were accepting deposits specified as an activity covered by the compulsory jurisdiction

of the scheme, the ombudsman could consider all disputes arising from the operation of a bank

account, such as the withdrawal of money from a cash machine, or a stopped cheque.

444. The section also sets the circumstances in which a complaint can be dealt with: namely, that

the complainant meets the relevant eligibility criteria (set by the Authority) and has asked the

ombudsman to consider the case. The scheme is not able to deal with complaints made by authorised

persons, except in circumstances specified in the rules.

Section 227: Voluntary jurisdiction

445. Firms can join the ombudsman scheme, on a voluntary basis, under the voluntary jurisdiction

where they are not authorised by the Authority or in respect of activities falling outside the scope

of the compulsory jurisdiction. However, the scheme's voluntary jurisdiction rules can only relate

to activities which are subject, or could be made subject, to the compulsory jurisdiction rules. The

voluntary jurisdiction can be applied to authorised persons where a complaint relates to an activity

which could be, but has not been, made subject to compulsory jurisdiction rules.

446. Voluntary jurisdiction rules can be made by the scheme operator with the approval of the

Authority. The rules will also define which complainants are eligible.

Section 228: Determination under the compulsory jurisdiction

447. The ombudsman will make a decision about the complaint on the basis of what he considers

is fair and reasonable in the circumstances. The scheme operator has the power under paragraph

14 of Schedule 17 to specify the matters that can be taken into account when determining what is

fair and reasonable. The ombudsman must make a written statement of his reasons for the decision,

and must also require the claimant to accept or reject the decision by a specified date. If the

Financial Services and Markets Act 2000 Page 1077
complainant accepts the ombudsman's decision, then it is binding on both the complainant and the

respondent.

Section 229: Awards

448. If a complaint under the compulsory jurisdiction is determined in favour of the complainant,

the respondent may be ordered to pay compensation up to a maximum limit which may be set by

the Authority. The limit may be different for different kinds of complaint. The Authority may

specify a particular limit for compensation in respect of non-financial loss or damage. The

ombudsman can only make a binding award up to the limit set by the Authority, but he may

recommend a greater amount as fair compensation. The respondent may also be ordered to take

steps to rectify the matter complained of, and this can be enforced through the courts by the

complainant if necessary.

Section 230: Costs

449. This section allows the scheme operator to make rules concerning the costs which can be

awarded by the ombudsman. These rules are subject to certain constraints. Where a complaint is

settled in favour of the complainant, the rules can allow the firm concerned to be required to meet

the costs of both the complainant and the scheme operator. A complainant could only ever be

required to meet the costs of the scheme, and then only if the scheme operator had made rules to

allow for such awards and the ombudsman believed that the complainant's conduct has been improper

or unreasonable, or they had been responsible for an unreasonable delay. The section also makes

provision for recovery of costs by the scheme operator.

Section 231: Ombudsman's power to require information

450. The efficient settlement of complaints under the compulsory jurisdiction will sometimes

require the scheme to obtain information from the parties to the dispute. This section provides the

scheme operator with powers to require parties to the complaint to provide specified information

which it considers necessary for the fair determination of the complaint. It is not expected that these

powers will be used on a routine basis. The Authority will also have powers to make rules requiring

authorised persons to co-operate with the scheme. It will be in the interests of the complainant to

co-operate.

Section 232: Powers of court where information required

451. This section provides that, if a person fails to comply with a requirement to provide information

made under section 231, the matter may be certified to the court, which may deal with the person

as if they were in contempt.

Section 233: Data protection

452. This section inserts new subsection (4A) into section 31 of the Data Protection Act 1998. This

is needed to ensure that the scheme operator does not have to disclose information it has obtained

when considering a complaint brought under the ombudsman scheme if disclosure would prejudice

the performance of its functions.

Section 234: Industry funding

453. This section provides for the Authority to be able to levy fees on authorised persons to meet

both the costs of establishing the scheme and the costs of running the compulsory jurisdiction. The

costs of the voluntary jurisdiction will be met by fees set as part of the voluntary jurisdiction rules.

PART XVII: COLLECTIVE INVESTMENT SCHEMES

Financial Services and Markets Act 2000 Page 1078
454. This Part comprises six chapters concerning collective investment schemes, including unit

trusts, open-ended investment companies (“oeics”) and overseas schemes. It includes provisions

relating to the authorisation of schemes, their trustees, managers and operators and also to the rules

applicable to them. The Part also makes provision for overseas collective investment schemes

which may be promoted in the United Kingdom:

• Chapter I provides the relevant definitions for this Part. It also gives the Treasury the

power to specify by order that certain arrangements will not constitute a collective investment

scheme.

• Chapter II prohibits authorised persons from promoting participation in a collective

investment scheme unless an exemption applies. Whilst the provisions broadly continue

the prohibition on authorised persons promoting collective investment schemes under the

FS Act 1986, changes have been made to reflect the new financial promotion regime set

out in section 21.

• Chapter III contains the provisions relating to authorised unit trust schemes. These broadly

follow the provisions of the FS Act 1986, although the Authority is to be given the power

to approve changes to an authorised unit trust's investment and borrowing powers. There

are also provisions to allow for rule waivers and modifications, and to grant operators and

trustees of authorised unit trust schemes the right to refer matters to the Tribunal in certain

circumstances.

• Chapter IV contains provisions which enable the Treasury broadly to continue the regime

for oeics, and to make regulations concerning the establishment and regulation of other

forms of oeic in the United Kingdom. Under the FS Act 1986, oeics which are incorporated

and authorised in the United Kingdom must invest solely in transferable securities. The Act

will allow the Treasury to make regulations concerning the creation and operation of a wider

range of authorised oeics, so that they can invest in assets other than transferable securities.

The Treasury may also, under the relevant provisions, make regulations concerning the

incorporation of unauthorised oeics. This might, for example, be done in order to allow the

formation of common investment funds for charitable purposes, or in the context of ethical

investments.

• Chapter V broadly carries forward provisions of the FS Act 1986 and allows three kinds

of overseas scheme to be “recognised” and marketed in the United Kingdom. First, schemes

constituted in other member states which meet particular requirements; second, schemes

authorised in designated territories; and third, schemes constituted in other territories, but

which are individually recognised.

• Chapter VI sets out the powers of investigation which will apply in relation to authorised

unit trust and overseas schemes. It is intended that the principal provisions concerning

investigations of oeics will be set out in the proposed Treasury regulations under Chapter

IV.

Chapter I: Interpretation

Section 236: Open-ended investment companies

455. This section defines an open-ended investment company. This is done by reference to a

“property” and an “investment” test (set out in subsections (2) and (3) respectively). Both tests

must be satisfied in order for a corporate body to meet the definition of an open-ended investment

company. The “property” test is carried over from the definition in section 75(8)(a) of the FS Act

1986.

Financial Services and Markets Act 2000 Page 1079
456. The “investment” test is framed by reference to a hypothetical reasonable investor's expectations,

were he to participate in the scheme. A reasonable investor should expect to realise his investment

within a reasonable period, and expect that the way in which this would be done would be calculated

by reference to the value of the scheme property. In determining whether this condition is satisfied,

certain actual or potential redemptions of his holdings are to be ignored, including those under

certain provisions of the Companies Act and corresponding provisions in EEA states. Under

subsection (4)(d), the Treasury may by order designate provisions in non-EEA states under which

redemptions may be made and which may also be left out of the account.

457. Subsection (5) contains a Treasury order-making power to amend the definition of an

open-ended investment company for the purposes of Part XVII.

Chapter II: Restrictions on promotion

Section 238: Restrictions on promotion

458. This section contains the basic marketing prohibition and some exemptions from it. The main

exemption is for schemes which are marketed other than to the general public. Other exemptions

include promotions made in respect of authorised unit trust schemes, authorised oeics and recognised

overseas schemes. The marketing prohibition applies to communications which originate outside

the United Kingdom if the communication is capable of having an effect in the United Kingdom.

459. Subsection (6) enables the Treasury by order to specify circumstances in which the subsection

(1) prohibition does not apply. For incoming promotions, subsection (7) makes it clear that it will

be possible to make exemptions dealing with promotions originating outside the United Kingdom

even if they are capable of having an effect in the United Kingdom. Thus, subsection (7) makes

clear that the order-making power in subsection (6) enables the Treasury to adjust the scope of the

restriction on promotion of collective investment schemes by authorised persons to take full account

of international and technological developments.

460. The term “promotion otherwise than to the general public” is amplified in subsection (10) and

includes promotions which are designed, so far as possible, to reduce the risk of participation by

persons for whom it would be unsuitable. The prohibition on marketing to the general public will

not therefore necessarily be breached if a promotion is inadvertently received by a member of the

general public.

Section 239: Single property schemes

461. A single property scheme is, broadly, a collective investment scheme which relates to a single

building or a group of buildings managed as a single enterprise. This section gives the Treasury

power to make regulations exempting the promotion of participation in single property schemes to

the general public from the prohibition in section 238. If the Treasury make regulations under this

section, the Authority may then make rules imposing duties on the operator and trustee or depositary

of schemes exempted under the regulations.

Section 240: Restriction on approval of promotion

462. This is a new provision designed to prevent an authorised person from approving a financial

promotion under section 21 if the authorised person would not himself be permitted to make the

communication under section 238.

Section 241: Actions for damages

Financial Services and Markets Act 2000 Page 1080
463. If an authorised person contravenes a requirement under section 238 or 240, a private person,

and other persons falling within such categories as may be prescribed in regulations made by the

Treasury, who suffers loss as a result may claim damages.

Chapter III: Authorised unit trust schemes

Section 242: Applications for authorisation of unit trust schemes

464. Applications for an order declaring a unit trust scheme to be authorised must be made to the

Authority by the manager and trustee of the scheme. The manager and trustee must be different

persons. The section gives the Authority broad scope to determine the form and content of the

application, including further information to be contained in it.

Section 243: Authorisation orders

465. If the conditions referred to in the section are met, the Authority may make an authorisation

order declaring a unit trust scheme to be authorised. The conditions reflect certain requirements

specified in the UCITS Directive which establishes a passporting regime whereby certain types of

authorised collective investment scheme established in one EEA State may generally be entitled

to equivalent authorisation in others. The section includes requirements that:

• the manager and trustee must be bodies corporate which are independent of each other

and incorporated in the United Kingdom or another EEA State;

• they must be authorised persons holding the appropriate permissions;

• the scheme must comply with the requirements of the trust scheme rules (referred to at

section 247, below); and

• participants must be able to have their units redeemed at a price related to the net asset

value of the scheme property or be able to sell their units on an exchange at a similar price.

Section 244: Determination of applications

466. This section sets out the time limits within which applications should be determined (and

specifies that completed applications shall be determined within six months). Applicants may

withdraw their application at any time before the Authority makes a determination.

Section 245: Procedure when refusing an application

467. If the Authority wishes to refuse an application, it must issue each of the manager and trustee

with a warning notice. Either the manager or the trustee may refer a refusal to the Tribunal.

Section 246: Certificates

468. If an authorised unit trust scheme meets with the requirements of the UCITS Directive, the

manager or trustee of the scheme can request that the Authority issue a certificate to that effect.

The certificate will be needed if the authorised unit trust scheme is to passport into other European

jurisdictions.

Section 247: Trust scheme rules

469. This section permits the Authority to make rules (known as “trust scheme rules”) concerning

the constitution, management and operation of authorised unit trust schemes. These cover broadly

the same matters as constitution and management regulations under section 81 of the FS Act 1986,

but without the arrangements under that legislation whereby the Treasury retained a degree of

control over certain constitution and management matters (such as the investment and borrowing

Financial Services and Markets Act 2000 Page 1081
powers of authorised unit trusts). The Authority has direct responsibility for these matters under

this section.

470. The trust scheme rules are binding on the manager, trustee and participants independently of

any provisions contained in the trust deed. Participants can seek to enforce the trust scheme rules

against the manager or trustee as if the rules were provisions contained directly in the trust deed.

471. The Treasury has the power to modify the Authority's rule-making powers if there is a change

in the company law relating to the rights of beneficial, but not legal, owners of shares. This would

enable the rights of nominee holders in authorised unit trusts to be aligned to those of shareholders

in companies should the need arise.

Section 248: Scheme particulars rules

472. These are rules which the Authority may make requiring the manager of an authorised unit

trust scheme to give details of the scheme to the Authority and to publish or make available to the

public on request certain particulars, including changes, concerning the scheme.

473. The scheme particulars rules can provide for compensation to be paid to certain people

(described as “qualifying persons”) if they have suffered loss because of an untrue or misleading

statement in the particulars or because of an omission from them. Qualifying persons include people

who may have a beneficial, but not legal, interest in the scheme (for example, beneficiaries of a

trust where the trustees hold units in the scheme).

Section 249: Disqualification of auditor for breach of trust scheme rules

474. The Authority may disqualify an auditor from auditing authorised unit trust schemes or

authorised oeics if the auditor does not comply with the trust scheme rules. Warning and decision

notice procedures will apply, as well as rights to refer a decision to the Tribunal.

Section 250: Modification or waiver of rules

475. This allows the Authority to modify or waive the application of any of the trust scheme rules

or scheme particulars rules in respect of authorised unit trusts. If there is a modification or waiver

of rules under this section, certain of the provisions of section 148 (relating to the modification or

waiver of various other of the Authority's rules and providing for the circumstances in which waivers

or modifications will be granted) will apply.

Section 251: Alteration of schemes and changes of manager or trustee

476. Alterations to an authorised unit trust scheme or a change in the manager or trustee may not

take place without the Authority's approval, or the Authority not notifying its disapproval. New

managers or trustees must satisfy the requirements specified in section 243.

Section 252: Procedure when refusing approval of change of manager or trustee

477. If the Authority proposes to refuse to approve the replacement of the trustee or manager, a

warning notice must be given. If the Authority proposes to refuse to approve changes to the scheme,

warning and decision notice procedures will apply and the matter can be referred to the Tribunal.

Section 253: Avoidance of exclusion clauses

478. As a result of this section, if a trust deed for an authorised unit trust scheme seeks to avoid

the manager's or trustee's duty to exercise due care, the deed will be ineffective.

Section 254: Revocation of authorisation order otherwise than by consent

Financial Services and Markets Act 2000 Page 1082
479. The Authority may revoke an order authorising a unit trust in the circumstances specified in

the section. These include any of the following situations:

• the manager or trustee has contravened a requirement imposed by the Act or the Authority's

rules;

• either of them has given the Authority misleading information;

• the requirements for making an authorisation order (referred to in section 243) are no

longer met;

• the scheme has been inactive for 12 months or more; or

• it is desirable in the interests of participants to revoke the scheme's authorisation.

Section 255: Procedure

480. If the Authority wishes to revoke an authorisation order, it must go through the warning and

decision notice procedure, giving notice to both the manager and trustee. Either of them may refer

the decision to the Tribunal.

Section 256: Requests for revocation of authorisation order

481. The Authority can revoke an authorisation order where the manager or trustee requests it to,

but it can also refuse to revoke authorisation where it considers that refusal would be in the interests

of participants, or that the public interest requires an investigation before authorisation is revoked.

Warning and decision notice procedures will apply and the decision may be referred to the Tribunal.

Section 257: Directions

482. The Authority may give directions requiring the manager of the scheme to cease the issue or

redemption of units, or to require the manager and trustee of the scheme to wind it up in the

circumstances specified in the section (which are broadly similar to those specified as grounds for

revoking a scheme's authorisation under section 254). If a person contravenes a direction under

this section, private persons, and others falling within such categories as may be prescribed in

regulations made by the Treasury, who suffer loss as a result may be able to bring an action. Once

a direction has been given, the Authority may revoke or vary that direction, either of its own accord,

or on the application of the manager or trustee.

Section 258: Applications to the court

483. In cases where the Authority is able to give a direction under section 257, it may also apply

to the court for an order removing and replacing the manager or the trustee, or simply removing

them and appointing an authorised person to wind up the scheme.

Section 259: Procedure in giving directions undersection 257and varying them on Authority's

own initiative

484. This section sets out the procedure the Authority must follow when it proposes to give, or on

its own initiative vary, a direction in relation to an authorised unit trust scheme under section 257.

This is the same written notice procedure as described in relation to section 53, except that in this

case separate notices must be given to both the manager and trustee of the scheme. If a notice under

this section imposes a requirement for the manager of the scheme to cease issue or redemption of

units, it will either give a date when the requirement ends, or else provide for the requirement to

continue until a further notice is given. If a notice under this section imposes a requirement to wind

up a scheme, the scheme must be wound up either by a date given in the notice or else (if no date

is given) as soon as possible.

Section 260: Procedure: refusal to revoke or vary direction

Financial Services and Markets Act 2000 Page 1083
485. If the manager or trustee applies to the Authority for it to revoke or vary a direction given

under section 257, but the Authority proposes to refuse to do so, the warning and decision notice

procedures will apply. The decision may be referred to the Tribunal.

Section 261: Procedure: revocation of direction and grant of request for variation

486. If the Authority decides to revoke a direction under section 257, or to vary a direction in

accordance with a request, it must give written notice of that fact. The Authority may publish

information about the revocation or variation of the direction.

Chapter IV: Open-ended investment companies

Section 262: Open-ended investment companies

487. This section creates the broad framework for Treasury regulations relating to the establishment,

carrying on, and regulation, of oeics. It provides a wide-ranging and non-exhaustive list of matters

which the regulations may provide for. These include imposing criminal liability, conferring

functions on the Authority (including rule-making powers and power to waive or modify rules)

and power to modify or exclude any statute or rule of law. In particular, the regulations may revoke

the existing regulations governing oeics and provide for transitional arrangements for

“grandfathering” under those regulations.

Section 263: Amendment ofsection 716Companies Act 1985

488. This section amends the Companies Act, so that the prohibition on formation of companies

with more than 20members other than under the Companies Act will not apply to oeics incorporated

by virtue of regulations made the by Treasury under section 262.

Chapter V: Recognised overseas schemes

Section 264: Schemes constituted in other EEA States

489. This section relates to the ability of collective investment schemes constituted in other EEA

States to passport into the United Kingdom. EEA schemes will be recognised if:

• they satisfy requirements prescribed by Treasury regulations;

• the operator of the scheme gives notice to the Authority of the proposal to invite UK

persons to participate in the scheme; and

• the Authority does not give notice that the way in which the invitation is to be made does

not comply with the relevant UK law.

Section 265: Representations and references to the Tribunal

490. This section sets out the procedure if the Authority gives notice that it does not consider that

the proposed invitations will comply with UK law, and representations are made to the Authority

in response. The procedures allow for rights of reference to the Tribunal where the Authority issues

a decision notice confirming that the way in which the proposed invitations are to be made does

not comply with UK law.

Section 266: Disapplication of rules

491. Rules made by the Authority will not generally apply to the operator, trustee or depositary of

a recognised scheme under section 264. The exceptions are financial promotion rules, and rules

relating to the maintenance of facilities in the United Kingdom (under section 283(1)).

Section 267: Power of authority to suspend promotion of scheme

Financial Services and Markets Act 2000 Page 1084
492. Although it cannot suspend an EEA scheme's recognition, the Authority can suspend its

promotion to the public if it appears that the operator has contravened financial promotion rules.

The warning and decision notice procedure will apply and the Authority will be required to notify

the scheme's home State authority if it decides to give a direction under this section. The operator

will have a right to refer the decision to the Tribunal.

493. Under this section, the Authority may also revoke, as well as vary, a direction suspending the

promotion of an EEA scheme, where specified conditions are met.

Section 268: Procedure in giving directions undersection 267and varying them on Authority's

own initiative

494. This section establishes the procedure the Authority must follow when it proposes to give, or

on its own initiative vary, a direction under section 267 suspending the promotion of a scheme

which is recognised under section 264. This is the same written notice procedure as described in

relation to section 53 except that the notices in question are to be given to the operator of the scheme

concerned. In addition the Authority is required, when giving notice under this section, to inform

the competent authorities in the scheme's home State.

Section 269: Procedure on application for variation or revocation of direction

495. This section sets out the procedure the Authority must follow on receipt of an application

under section 267(4) or (5) for variation or revocation of a direction suspending the promotion of

a scheme which is recognised under section 264. Where an application is granted in full, simple

written notice is to be given under subsection (4). The same applies where the Authority decides

to revoke a direction on its own initiative under subsection (5). Where the Authority proposes to

refuse the application, or proposes to vary the direction in a way other than that requested in the

application, the applicant is entitled to receive a warning notice setting out the reasons for the

decision, the standard opportunity to make representations, a decision notice and the right to refer

the matter to the Tribunal if still aggrieved by the decision. Notices under this section are to be

given to the operator of the scheme concerned, but in addition the Authority is required to inform

the competent authorities in the scheme's home State.

Section 270: Schemes authorised in designated countries or territories

496. Schemes managed in, and authorised under, the law of non-EEA territories can be recognised

under this section. In order to be recognised, the relevant territory needs to be designated by an

order made by the Treasury, and the Authority must give its approval to the scheme being recognised.

The Treasury may not make an order designating a territory unless it is satisfied that the relevant

overseas law under which the scheme is authorised and supervised affords at least equivalent

protection to that provided by the UK law on collective investment schemes.

497. In considering whether to make an order designating a country or territory under this section,

the Treasury must ask the Authority for a report on the law and practice of the country or territory

in question and on any arrangements it has made to co-operate with the authorities there.

Section 271: Procedure

498. If the Authority proposes to refuse to approve a scheme under section 270, it must give the

operator a warning notice. The decision notice procedure will apply, and the decision may be

referred to the Tribunal.

Section 272: Individually recognised overseas schemes

Financial Services and Markets Act 2000 Page 1085
499. This section allows the Authority to recognise schemes which are not managed in an EEA

country or a designated territory.

500. In order to be recognised, the Authority must be satisfied as to various matters, including the

adequacy of protection for the participants in the place where the scheme is established, the adequacy

of the constitution and management and of the powers and duties of the operator, trustee and

depositary (if any), and that those persons are either authorised (with appropriate permissions) or,

if not authorised, fit and proper persons. In addition, overseas schemes will only be recognised

under this section if they are oeics or schemes where the operator is a body corporate.

Section 273: Matters that may be taken into account

501. This section specifies matters which the Authority can take into account when considering

whether the operator, trustee or depository of an individually recognised scheme is fit and proper.

Section 274: Applications for recognition of individual schemes

502. The Authority has broad scope to specify the form and content of applications (which must

be made by the operator) and to seek additional information before determining an application.

Section 275: Determination of applications

503. This section sets out the time periods which will apply for the determination of an application.

Completed applications are to be determined within six months.

Section 276: Procedure when refusing an application

504. The Authority must go through the warning and decision notice procedure if it proposes to

refuse an application. The applicant may refer the refusal to the Tribunal.

Section 277: Alteration of schemes and changes of operator, trustee or depository

505. Changes to the scheme itself cannot be made unless the operator has given notice to the

Authority, and the Authority has either approved the proposal, or not notified its disapproval. As

for the replacement of the operator, trustee or depositary, at least one month's notice must be given

to the Authority either by the person being replaced, or the person proposing to replace him, but

there is no express provision for the Authority to approve or disapprove the replacements.

Section 278: Rules as to scheme particulars

506. The Authority may make rules imposing duties on the operators of recognised schemes which

are constituted in designated territories under section 270 or which are individually recognised

under section 272. These rules broadly correlate to scheme particulars rules for authorised unit

trusts.

Section 279: Revocation of recognition

507. Recognition of schemes constituted in designated territories or individually recognised schemes

can be revoked in the circumstances set out in this section. These are broadly similar to the grounds

for revocation of an authorisation order under section 254.

Section 280: Procedure

508. If the Authority proposes to revoke recognition under section 279, the warning and decision

notice procedure will apply. Notice must be given to the operator, and if any, the trustee and

depositary. The decision may be referred to the Tribunal.

Section 281: Directions

Financial Services and Markets Act 2000 Page 1086
509. Instead of proposing to revoke recognition under section 279, the Authority can effectively

direct that a scheme's recognition will be suspended.

Section 282: Procedure on giving directions undersection 281and varying them otherwise than

as requested

510. This section establishes the procedure the Authority must follow when it proposes to give a

direction by virtue of its powers of intervention against schemes recognised under sections 270

and 272. This is the same written notice procedure as described in relation to section 53, except

that in this case separate notices must be given to both the operator and (if there is one) to the trustee

or depository of the scheme.

Section 283: Facilities and information in the UK

511. The Authority may make rules requiring operators of all recognised schemes to maintain

facilities in the United Kingdom. It may also require the operator of a recognised scheme to include

explanatory information in financial promotions which name the scheme.

Chapter VI: Investigations

Section 284: Power to investigate

512. The Authority or the Secretary of State can appoint a person to carry out investigations into

collective investment schemes. The provisions do not generally extend to the investigation of oeics.

Provision concerning those investigations can be made in Treasury regulations under section 262.

513. The person carrying out the investigation has powers to investigate other persons or matters

where necessary or relevant. The provisions concerning the conduct of investigations set out in

section 170 will generally apply and statements made to the investigator may be admissible in

proceedings in the circumstances set out in section 174. Persons other than the managers, trustees,

operators or depositaries of schemes, or directors of oeics, will not generally be required to disclose

information subject to the bankers' duty of confidentiality. The power of entry under section 176

will be available to back up information requirements imposed under this section. The provisions

of section 177 will also apply, so that failure to comply with a requirement imposed in connection

with an investigation can be certified to a court and falsification or concealment will be an offence.

PART XVIII: RECOGNISED INVESTMENT EXCHANGES AND CLEARING HOUSES

514. This Part provides for the regulatory regime for recognised investment exchanges and clearing

houses. These recognised bodies are exempt from the need to be authorised. This regime is similar

to that under the FS Act 1986.

515. Chapter I of this Part:

• gives the Treasury the power to set the requirements that such bodies have to meet in order

to be recognised;

• sets out the application procedures and supervisory arrangements for recognised bodies,

including conferring powers to revoke recognition and to direct recognised bodies to take

steps to meet the recognition requirements;

• allows the Treasury, jointly with the Secretary of State, to extend special protection from

insolvency law to organisations clearing certain non-investment contracts.

516. Chapter II provides for competition scrutiny of recognised bodies. This places a duty on the

DGFT, and gives him powers, to investigate and report to the Competition Commission on any

significantly adverse effects on competition of these bodies' rules, guidance and practices, or any

Financial Services and Markets Act 2000 Page 1087
exploitation of a strong market position. It allows the Treasury, on receipt of a further report from

the Commission, to direct, through the Authority, that appropriate changes are made to such rules,

guidance or practices. Chapter III disapplies the general domestic competition law as it affects the

matters covered by the Act regime. Chapter IV contains definitions of key terms.

Chapter I: Exemption

Section 285: Exemption for recognised investment exchanges and clearing houses

517. Subsection (1) defines what is meant by a recognised investment exchange and clearing house.

518. Subsections (2) and (3) set out the scope of the exemption for recognised bodies from the need

to be authorised in order to carry on regulated activities which it carries on as an exchange or

clearing house. Exchanges are also exempt as respects anything they do for the purposes of, or in

connection with, the provision of clearing services.

Section 286: Qualification for recognition

519. Subsection (1) allows the Treasury to set recognition requirements by regulations. Recognition

requirements are the requirements which must be satisfied by an exchange or clearing house in

order both to become recognised, and to remain recognised.

520. Subsection (2) provides that if the regulations made under subsection (1) contain provisions

relating to the default rules of a recognised body, then the Treasury has to have the approval of the

Secretary of State before making the regulations. (The Secretary of State is responsible for insolvency

matters.)

521. Subsection (3) defines default rules. These are rules which provide for action to be taken to

settle market contracts in the event of a default; for example, the rules may specify the means for

establishing the price at which a bargain should be made. These are necessary to protect against

systemic risk in the financial markets. If contracts could not be closed out in an orderly and speedy

manner, a default by one market participant could spread quickly to large numbers of market

participants.

522. Subsection (4) defines market contract by reference to Part VII of the Companies Act 1989

(or the corresponding Order in Northern Ireland). Market contracts in this context are those entered

into by the exchange or clearing house or by the members of an exchange.

Section 287: Application by an investment exchange

523. This section allows an organisation to apply for recognition as a recognised investment exchange

and sets out the information that the applicant must send to the Authority.

Section 288: Application by a clearing house

524. This section allows an organisation to apply for recognition as a clearing house and sets out

the information that the applicant must send to the Authority.

Section 289: Applications: supplementary

525 This section allows the Authority to seek additional information, in whatever form it requires,

in respect of any application for recognition under sections 287 and 288. It also allows the Authority

to require verification of that information.

Section 290: Recognition orders

Financial Services and Markets Act 2000 Page 1088
526. This section allows the Authority to make a recognition order if it is satisfied that the applicant

meets the recognition requirements. The Authority is not obliged to make a recognition order in

this circumstance and subsection (3) allows the Authority to take any information into account,

and not just information concerning the recognition requirements, when deciding whether to grant

recognition.

527. Subsection (2) requires the Treasury to give their approval under section 307 before the making

of a recognition order. The role of the Treasury under that section concerns cases where there is

an issue as to whether the rules and other regulatory provisions of the exchange or clearing house

have a significantly adverse, and unjustified, effect on competition.

Section 291: Liability in relation to recognised body's regulatory functions

528. This section gives recognised investment exchanges immunity against legal action for damages

in respect of anything done or omitted in the discharge of the recognised body's regulatory functions.

This immunity does not apply where the act or omission was in bad faith or where it was unlawful

as a result of section 6(1) of the Human Rights Act 1998. Under section 6(1) of that Act, it is

unlawful for a public authority to act in a way which is incompatible with a right conferred by the

European Convention on Human Rights and Fundamental Freedoms which is included in Schedule

1 to the 1998 Act.

Section 292: Overseas investment exchanges and overseas clearing houses

529. This section modifies the application procedures and requirements where the applicant

concerned is an overseas investment exchange or clearing house.

530. In order to be recognised, an overseas applicant need not comply with the recognition

requirements made by the Treasury under section 286. Instead, subsection (2) provides that the

Authority may make a recognition order in respect of an overseas applicant if the requirements set

out in subsection (3) are met. These requirements are that investors are afforded protection equivalent

to that which they would have had if the overseas body were required to comply with the recognition

requirements; that there are adequate default procedures; that the applicant is able and willing to

co-operate with the Authority; and that adequate arrangements are in place enabling the Authority

to cooperate, for example through the sharing of information, with the overseas body's home State

supervisor.

531. Subsection (5) makes some changes as to how other provisions of this Part work in respect of

overseas bodies given that the relevant requirements which they have to meet are those set out in

subsection (3) rather than the recognition requirements made by the Treasury.

Section 293: Notification requirements

532. Subsections (1) to (4) allow the Authority to make rules requiring a recognised body to give

it notice of, and information about, specified events or information about the recognised body which

the Authority reasonably requires to carry out its functions. The Authority can also specify when,

and in what form, the information should be provided.

533. Subsections (5) to (7) place a duty on the recognised body to give the Authority immediate

notice of new rules and guidance, or of changes to existing rules and guidance. Recognised bodies

are also required to notify the Authority of changes to their clearing arrangements. Subsection (8)

provides that these duties do not apply to recognised overseas bodies. They are placed under different

obligations under section 295.

Financial Services and Markets Act 2000 Page 1089
Section 294: Modification or waiver of rules

534. This section gives the Authority power to waive or modify the notification rules it can make

under sections 293 and 295, at the request of the recognised body or with their consent. Subsection

(4) sets out the circumstances in which the Authority may do this.

Section 295: Notification: overseas investment exchanges and overseas clearing houses

535. This section requires overseas investment exchanges and clearing houses to produce a report

at least once a year giving details of any events which have occurred over the year which may have

an effect on competition, or which might affect the Authority's assessment of whether the

requirements set out in section 292 are satisfied. The Authority can also make rules requiring that

additional information should be included in the report.

Section 296: Authority's power to give directions

536. This section allows the Authority to direct a recognised body which has failed to satisfy the

recognition criteria, or has failed to comply with other obligations under the Act (for example those

in this Part) to take steps to remedy that failure. This power enables the Authority to deal with

problems which are not sufficiently serious to merit withdrawal of recognition from the body

concerned.

Section 297: Revoking recognition

537. This section allows the Authority to revoke the recognition of a body which no longer wishes

to remain recognised, or which no longer meets the recognition criteria or which has failed to

comply with other obligations under the Act.

Section 298: Directions and revocation: procedure

538. This section sets out the procedure the Authority must follow when it proposes to give a

direction or make a revocation order. This includes giving the recognised body, its members and

third parties who might be affected the right to make written representations. Subsection (7) allows

the Authority to give a direction without following these procedures if it considers that it is essential

to do so.

Section 299: Complaints about recognised bodies

539. This section provides that the Authority must establish a procedure for the investigation of

complaints against recognised bodies where the complaint is relevant to the question of whether

the body should remain recognised or not.

Section 300: Extension of functions of Tribunal

540. This section gives the Treasury a power to extend, by order, the jurisdiction of the Financial

Services and Markets Tribunal to certain disciplinary proceedings brought by a recognised UK

exchange or clearing house. An order may be made in respect of one or more specified recognised

exchanges or clearing houses or in respect of recognised exchanges or clearing houses generally.

541. Subsections (1) and (4) make clear that jurisdiction may only be extended to cases involving

internal disciplinary proceedings taken against members of recognised investment exchanges or

recognised clearing houses for breaches of the rules of the exchange or clearing house in cases of

behaviour which amounts to market abuse. Since it may be necessary to modify the provisions of

the Act relating to proceedings before the Tribunal to accommodate the particular circumstances

Financial Services and Markets Act 2000 Page 1090
of a recognised exchange or clearing house, subsection (3) enables the Treasury to make any

modifications that are necessary.

542. Subsection (2) deals with the circumstances in which jurisdiction may be extended. Subsection

(2)(a) enables jurisdiction to be extended where the Treasury are satisfied that it is necessary to do

so in order to ensure consistency between decisions taken in exchange or clearing house disciplinary

proceedings involving market abuse and Tribunal decisions in such cases (including Tribunal

decisions relating to the relevant disciplinary proceedings of other recognised exchanges or clearing

houses). Subsection (2)(b) would enable the Treasury to extend the role of the Tribunal to recognised

exchange or clearing house disciplinary proceedings in cases of market abuse if it should it prove

necessary to do so in the future in the light of the developing jurisprudence of the European Court

of Human Rights.

Section 301: Supervision of certain contracts

543. This section allows the Treasury, acting jointly with the Secretary of State, to make regulations

which extend the provisions of Part VII of the Companies Act 1989 (or the equivalent provision

of the Northern Ireland Order), with any appropriate modifications, to certain non-investment

contracts. Part VII of the Companies Act 1989 disapplies various provisions of insolvency law for

market contracts in order to protect against systemic risk in the financial markets.

544. Subsection (2) and (3) set out what kind of contracts can be covered by these regulations.

There are two criteria:

• first, the contracts must be settled by someone who is on a list maintained by the Authority

for the purposes of this section. The Treasury, under subsection (4), has to approve the

conditions set by the Authority for admission to this list and the arrangements for admission

to and removal from the list;

• second, the Treasury and the Secretary of State have to be satisfied that it is appropriate

for the Authority to supervise the settlement arrangements for these non-investment contracts.

In coming to a view, the Treasury and Secretary of State must have regard to the extent to

which the contracts are dealt in by persons supervised by the Authority.

545. Subsection (10) allows the Treasury and the Secretary of State, in making regulations under

this section, to apply any of the provisions of this Act to the person settling these contracts. Without

this power it would not be possible for the Authority to regulate such persons on a statutory basis,

since they would be clearing non-investment contracts and so would not require authorisation or

exemption.

Chapter II: Competition Scrutiny

Section 302: Interpretation

546. This section describes the “regulatory provisions” (that is the rules, guidance, arrangements

and particulars) and “practices” which are to be scrutinised under this Part to assess whether they

have, or are intended or likely to have, a significantly adverse effect on competition as defined in

this section.

Section 303: Initial report by Director

547. This section requires the Authority to send to the DGFT and to the Treasury all the regulatory

provisions and any other relevant information received in support of an application for recognition.

The DGFT must then issue a report as to whether any of these provisions has a significantly adverse

effect on competition.

Financial Services and Markets Act 2000 Page 1091
Section 304: Further reports by Director

548. This section requires the DGFT to keep all recognised investment exchanges and clearing

houses under continuing competition scrutiny. If, at any time, the DGFT forms the view that any

regulatory provision or practice has a significantly adverse effect on competition then he must make

a report.

549. Subsection (3) provides that if the DGFT concludes that regulatory provisions or practices do

not have such an effect then he has discretion as to whether to make a report.

Section 305: Investigations by Director

550. This section confers powers on the DGFT to enable him to carry out his functions under

sections 303 and 304. The DGFT will be able to request relevant documents from any person, and

to request relevant information from any business.

551. Subsections (5) and (6) provide that if a person fails to produce the information or documents

required, then the DGFT may report the matter to the court. If the court is satisfied that there was

no reasonable excuse for this failure, the person may be dealt with as if he were in contempt of

court.

Section 306: Consideration by Competition Commission

552. This section concerns the role and duties of the Commission following receipt of a report from

the Director General. Its functions and duties are in line with those set out in the analogous provisions

in section 162 in Part X. This section is supplemented by the provisions of Schedule 14. (This

Schedule also applies to section 162, which relates to the Commission's role in competition scrutiny

of the regulating provisions and practices of the Authority.)

Section 307: Recognition orders: role of the Treasury

553. This section sets out the Treasury's powers to take action following an adverse report from

the Commission on an application for a recognition order.

554. If the Commission's report concludes that no significantly adverse effect on competition exists,

or such an effect does exist, but is justified, subsection (2) requires that the Treasury must approve

the making of the recognition order unless exceptional circumstances exist to justify their refusal.

If, however, the Commission's report is that a significantly adverse effect on competition exists,

and is not justified, then subsection (4) requires that the Treasury, unless exceptional circumstances

exist, should refuse to approve the making of the recognition order.

Section 308: Directions by the Treasury

555. This section concerns the Treasury's powers to take action following an adverse report from

the Commission, other than a report on an application for a recognition order.

556. If the Commission's report is that the anti-competitive effect is not justified, subsection (2)

requires that the Treasury give a “remedial direction”. (A remedial direction is defined in subsection

(8) as a direction to the Authority to either revoke the recognition of the body concerned, or to

direct the body to take specified steps as set out in the direction.) However, subsection (3) provides

that the Treasury need not give a direction either where the Treasury consider that it is not necessary

as a result of action which has already been taken by the body concerned or by the Authority, or

because exceptional circumstances exist which makes it inappropriate or unnecessary to give a

direction. Conversely, if the Commission's conclusion is that the anti-competitive effect is justified,

under subsections (5) and (6) the Treasury may nonetheless give a direction to the Authority to

Financial Services and Markets Act 2000 Page 1092
take action which the Treasury consider necessary because of exceptional circumstances of the

case.

Section 309: Statements by the Treasury

557. This section makes provision for statements to be made by the Treasury when they decline to

give a remedial direction under the preceding section.

558. Subsection (1) provides that if the Treasury decide not to give a remedial direction action

following a Commission report that they should, they must produce a statement giving their reasons.

Subsection (2) provides that if they do give such direction they must give details of this. In addition,

if they have made a direction in a case where the Commission has concluded that the adverse effect

on competition is justified, they must publish a statement giving their reasons for doing so.

Chapter III: Exclusion from theCompetition Act 1998

Section 311: TheChapter Iprohibition

559. This section makes clear that the prohibition of agreements preventing, restricting or distorting

competition within the United Kingdom in Chapter I of the Competition Act 1998 does not apply

to the constitution of a recognised investment exchange or clearing house or to a body which has

applied for recognition; nor to the regulatory provisions of a recognised body; nor to a decision or

practice of a recognised body, in respect of its regulatory functions; nor to an agreement the parties

to which include a recognised body or person subject to its rules to the extent that the agreement

is required or encouraged by the recognised body's regulatory provisions or practices.

Section 312: TheChapter IIprohibition

560. This section makes clear that the prohibition of abuse of a dominant position in a market which

may affect trade in the United Kingdom in Chapter II of the Competition Act 1998, does not apply

to the regulatory provisions or practices of a recognised investment exchange or clearing house,

nor to agreements entered into by its members, to the extent that these are required by the body's

regulatory provisions.

PART XIX: LLOYD'S

561. This Part of the Act makes a number of provisions which supplement other parts of the Act

to bring the Society of Lloyd's (“the Society”) within the general regulatory framework. These

provisions are needed to reflect the unique legal status of the Society and its members, and the

functions of the Council of Lloyd's (“the Council”), the governing body of the Society, under the

Lloyd's Acts 1871–1982, in relation to the Lloyd's community.

562. Lloyd's is regulated for solvency purposes by the Authority in accordance with the arrangements

under Part IV of the ICA 1982. The FS Act 1986 provides an exemption for Lloyd's and underwriting

agents as respects investment business carried on by them in connection with or for the purposes

of insurance business at Lloyd's. For most purposes, regulation of the Society has been undertaken

by the Council. The Act gives the Authority considerable discretion as to how it discharges its

obligations for the regulation of Lloyd's.

563. The external regulation of the Lloyd's community by the Authority is achieved by a number

of different provisions in the Act. By virtue of this Part, the Society — a body corporate — is to

be authorised to carry on certain regulated activities. The permission will be defined by the Authority,

as if it had been granted under Part IV. Primarily, the permission will cover making arrangements

which enable members to carry out contracts of insurance. The activities of managing and members'

Financial Services and Markets Act 2000 Page 1093
agents (or “underwriting agents”) will become regulated activities for the purposes of the Act, and

so underwriting agents will need have relevant permission under Part IV. As authorised persons,

the Society and agents will be subject to the full range of the Authority's powers under the Act,

including its rules and its powers of investigation and discipline and, ultimately, the power to

withdraw authorisation, as is the case with other authorised persons under the general provisions

of the Act.

564. Members of Lloyd's will benefit from an exemption from the need to be authorised in relation

to contracts of insurance effected or carried out at Lloyd's. They will, nonetheless, be subject to

regulatory arrangements as directed by the Authority under powers contained in this Part, and

subject to the powers of the Council. As a minimum, the Authority will need to require the members

to meet the solvency requirements laid down under the relevant EC directives. A member of Lloyd's

would, however, need permission to carry on any other regulated activity, for example advising on

investments.

Section 314: Authority's general duty

565. It is not proposed that Lloyd's should be subject to full regulation by the Authority at the outset.

Certain regulatory functions will be left with the Council. However, the Authority will at any time

be able to take a greater degree of direct responsibility for regulation if it considers it appropriate

and this section, therefore, places a duty on the Authority to keep matters under review.

Section 315: The Society: authorisation and permission

566. This section makes the Society an authorised person, without it needing to submit an application.

This is needed because, unlike most other current businesses, Lloyd's does not have an authorisation

from an existing regulator that can be grandfathered.

567. Subsection (3) limits the activities for which the Society will have permission, at the time it

becomes authorised, in broad terms to arranging deals in insurance contracts and syndicate

participation, and for connected activities. The precise terms of the permission will depend on the

activities specified for the purposes of section 22(1). Subsection (4) gives the Authority a power,

where it considers it appropriate, to limit the scope of the permission, at the time the authorisation

comes into force, or at any time thereafter. Lloyd's would apply for an extension of that permission

in accordance with Part IV.

Section 316: Direction by Authority

568. This section confers on the Authority power to give directions applying the general prohibition

to members of Lloyd's or applying core provisions to members. This power can be used in relation

to a member of Lloyd's, or members taken together, though they will not, at least at the outset, be

authorised persons. Directions under this section may specify the extent to which the “core

provisions” of the Act, as set out in section 317, will apply to them and would impose requirements

directly on the members which the Authority will be able monitor and enforce. The Authority could,

for example, apply to members general rules requiring persons carrying out contracts of insurance

to appoint an actuary to assess the extent of their liabilities. It could also require members to be

authorised if it considers that appropriate.

Section 317: The core provisions

569. The core provisions which the Authority may decide to apply to members of Lloyd's under

section 316 relate to:

• the performance of regulated activities;

Financial Services and Markets Act 2000 Page 1094
• rules and guidance;

• information gathering and investigations;

• control over authorised persons;

• compensation scheme;

• ombudsman scheme;

• auditors and actuaries;

• insolvency

• restitution and injunctions

• notices.

570. Subsection (3) enables the Authority to apply a core provision with modifications. This will

enable the practical role played by the Society and underwriting agents in the day to day business

affairs of members to be reflected in the regulatory arrangements.

Section 318: Exercise of powers through the Council

571. This section gives the Authority an alternative mechanism to its power of direction under

section 316. Instead of, or in addition to, giving a direction to the members of Lloyd's, the Authority

can direct the Society or the Council to use their powers — such as the byelaw making powers of

the Council under Lloyd's Act 1982 — to impose obligations on members. It would, therefore, be

open to the Authority to set solvency requirements for Lloyd's members, perhaps specifying in a

direction only the high level requirements required by the EC directives; the Council would then

make byelaws specifying the detailed arrangements in accordance with the requirements of the

direction. The Council would be responsible for enforcing its byelaws and for demonstrating to the

Authority that the relevant requirements had been met. When exercising this power, the Authority

may additionally impose requirements on the Council or the Society.

572. Subsection (5) also allows the Authority to use this power to direct the Council in respect of

managing and members' agents, rather than exercising powers against them directly as authorised

persons.

573. Subsection (6)(a) makes it clear that if the Authority chooses to give directions in this way, it

is not precluded from using its other regulatory powers under the Act.

Section 319: Consultation

574. This section sets out the procedure for giving a direction under sections 316 or 318. The

procedures are similar to those that apply to other rule making functions.

Section 320: Former underwriting members

575. This section disapplies the general prohibition from former members of Lloyd's in relation to

contracts of insurance effected by them while they were members of the society. It gives the

Authority powers to impose requirements on former members of Lloyd's, including members who

decide to leave in the future, in relation to the insurance business carried on by them while they

were members of Lloyd's until all their insurance liabilities have been discharged. A former member

of Lloyd's would need to obtain permission from, and be authorised by, the Authority in order to

carry on any other regulated activities under the Act.

Section 321: Requirements imposed under 320

576. This section requires the Authority to follow the specified procedures when exercising the

powers set out in section 320. The arrangements are consistent with other notice arrangements

under the Act and they give former names on whom requirements are imposed the opportunity to

Financial Services and Markets Act 2000 Page 1095
make representations. Subsection (11) confers a right on former names to refer a matter to the

Tribunal in certain circumstances.

Section 322: Rules applicable to former underwriting members

577. This section, like section 320, confers on the Authority powers to impose requirements on

former member of Lloyd's. Whereas section 320 would enable the Authority to impose specific

requirements on former members, in much the same way as it would impose restrictions on a Part

IV permission in relation to an authorised person, this section allows the Authority to make rules

that will apply more generally to former members or classes of former member. The grounds for

exercising the power are that the Authority considers it appropriate for the purpose of protecting

policyholders. The procedures under section 319, including for example the consultation

arrangements, apply to the exercise of this power.

Section 323: Transfer schemes

578. This section confers on the Treasury a power to apply Part VII to transfers of business consisting

of contracts of insurance from members of Lloyd's. This will ensure that appropriate regulatory

scrutiny can be given to any proposed business transfers, and that any persons affected by the

proposed transfer have the opportunity to make representations to the court.

PART XX: PROVISION OF FINANCIAL SERVICES BY MEMBERS OF THE

PROFESSIONS

579. This Part makes arrangements whereby professionals (such as solicitors, actuaries and

accountants) who:

• are not carrying on mainstream regulated activities but

• are members of designated professional bodies,

will be exempt from the requirement to obtain permission from the Authority in order to carry out

certain regulated activities. Additional tests are set out in section 327 which must be met in order

for the professional to qualify for the exemption.

580. The arrangements under this Part include the safeguard of arms-length oversight by the

Authority of the way in which the professional bodies supervise and regulate exempt professionals,

and the way in which such professionals carry on regulated activities. This will involve, amongst

other things, the Authority monitoring the effectiveness of the complaints and redress arrangements

of designated professional bodies.

581. In addition, the Authority will be able to ban members of the professions who benefit from

the exemption from carrying on regulated activities, where the circumstances justify this. The

Authority can also direct that the exemption be cut back on a more general class basis (so that, for

example, certain categories of professional, carrying on certain types of activities, will no longer

benefit from the exemption).

582. The Authority is also empowered to make rules requiring exempt professionals to disclose to

their clients the fact that they are not regulated by the Authority.

Section 325: Authority's general duty

583. This section obliges the Authority to keep itself informed about the way in which designated

professional bodies supervise and regulate the carrying on of regulated activities by their members.

It also requires the professional bodies to cooperate with the Authority so as to enable the Authority

to fulfil its duty of arms-length oversight.

Financial Services and Markets Act 2000 Page 1096
Section 326: Designation of professional bodies

584. This section gives the Treasury the power to designate bodies for the purpose of section 325.

Bodies will only be designated where they actively regulate the provision of financial services by

their members.

Section 327: Exemption from the general prohibition

585. This section sets out the tests which need to be met in order for a professional to qualify for

the exemption, including:

• the professional must be a member of a professional body which is designated by the

Treasury;

• the professional must not receive a commission from a third party in respect of the regulated

activities unless he accounts to his client for it;

• the regulated activities must be provided in a way that is incidental and complementary

to the provision of professional (for example, legal, actuarial or accountancy) services;

• the regulated activities must not relate to sensitive products (for example, life insurance).

What amounts to a “sensitive product” is to be specified by the Treasury in regulations.

Section 328: Directions in relation to the general prohibition

586. This section allows the Authority to direct that the exemption from the general prohibition is

not to apply to certain classes of professional. The Authority may exercise this power, however,

only where it is satisfied that it is desirable to do so in the interests of clients. A non-exhaustive

list of factors to which the Authority must have regard in reaching that judgement is set out in the

section.

Section 329: Orders in relation to the general prohibition

587. This section enables the Authority to make an order which would have the effect of banning

specified persons who are not fit and proper to carry on regulated activities. This is consistent with

the arrangements for prohibition orders in relation to individuals under section 56.

Section 330: Consultation

588. This section sets out the procedure for consulting on a direction. The procedure is consistent

with that applying to similar arrangements in other parts of the Act.

Section 331: Procedure on making or varying orders undersection 329

589. This section sets out the procedure which will apply when the Authority makes an order under

section 329. The warning and decision notice procedure applied throughout the Act must be followed,

and the person who is subject to an order can refer matters to the Tribunal.

Section 332: Rules in relation to persons to whom the general prohibition does not apply

590. This section allows the Authority to make rules requiring professionals carrying on exempt

regulated activities to disclose to their clients that they are not authorised. It also requires the

professional bodies to make rules designed to ensure that those members who benefit from the

exemption will not carry on regulated activities which are not complementary to the provision of

particular professional services to a particular client, although this does not extend to regulated

activities conducted by professional firms as exempt persons under the Act. In order to be effective,

those rules must be approved by the Authority.

Section 333: False claims to be a person to whom the general prohibition does not apply

Financial Services and Markets Act 2000 Page 1097
591. This section makes it an offence for a person to describe himself (in whatever terms) as a

person who has the benefit of the Part XX exemption in relation to a particular regulated activity,

or behaves or otherwise holds himself out, in a manner which indicates (or which is reasonably

likely to be understood as indicating) that he is such a person, when he is not.

592. Subsection (2) provides that in proceedings for an offence under this section it is a defence

for the accused to show that he took all reasonable precautions and exercised all due diligence to

avoid committing the offence.

593. Under subsection (3), a person found guilty of this offence is liable on conviction to a maximum

of 6 months imprisonment and a fine not exceeding level 5 on the standard scale (currently £5,000).

If the offence results from the public display of material, subsection (4) a fine of level 5 is to

multiplied by the number of days for which any material giving rise to the offence was on public

display.

PART XXI: MUTUAL SOCIETIES

594. This Part gives the Treasury powers by order to transfer the functions of the Building Societies

Commission, the Friendly Societies Commission and the Chief Registrar of Friendly Societies and

functions under the Industrial and Provident Societies Acts and the Credit Unions Act 1979. These

transfers will be achieved by orders made under sections 334 to 339.

595. It is envisaged that the powers will be exercised to ensure that the functions which relate to

the registration and regulation of societies under the existing legislation will be transferred to the

Authority. For example, the functions to be transferred to the Authority are likely to include the

power to require, or approve, a transfer of the business of a mutual society to another society or to

a company.

596. The relevant legislation also confers power on the Building Societies Commission, Friendly

Societies Commission and the Chief Registrar, often subject to the consent of the Treasury, to set

requirements as to the registration and constitution of such societies. Such powers are exercised

by statutory instrument. Those powers are different in character from the financial regulatory powers

of the Authority under the Act. It is proposed that such functions will transfer to the Treasury.

597. These transfer provisions also include power for the Treasury to dissolve the existing bodies,

it being envisaged that all their functions will have been transferred. The Treasury will be able to

make supplemental provision, for example, to transfer the property, rights and liabilities of bodies

which are being dissolved or to amend the existing legislation in the light of the transfer of functions.

For example, where the existing legislation divides functions as between the different parts of the

United Kingdom, some consolidation may be required to reflect the fact that the Authority is a

single corporate entity.

598. Schedule 18 makes certain amendments to the legislation governing mutuals. Further

amendments to that legislation which are consequential on the provisions of this Act will be made

by order under section 426.

PART XXII: AUDITORS AND ACTUARIES

599. This Part concerns the appointment, on a continuing, periodic or ad hoc basis, of auditors and

actuaries by authorised persons. It imposes certain requirements, including a duty to disclose to

the Authority information relevant to its functions under the Act. These provisions carry forward

a number of similar provisions in existing legislation.

Financial Services and Markets Act 2000 Page 1098
600. There are some similarities between the roles of auditors and actuaries, and they are therefore

dealt with together in this part of the Act. However, there are also important differences, and these

sections will give the Authority the power to act in ways which will recognise the difference in the

detailed roles and responsibilities of the two professions.

601. Part XI of the Act gives the Authority various powers to gather information and investigate

authorised persons, with section 166 in particular providing a power to require an authorised person

to provide the Authority with a report by an accountant or other expert on a particular aspect of his

business. Part XXII deals primarily with the duties and responsibilities of auditors and actuaries in

respect of their work for authorised persons.

Section 340: Appointment

602. Subsection (1) gives the Authority the power to make rules to require authorised persons to

appoint an auditor or actuary, where they are not already under a statutory obligation to do so (for

example under Companies Act requirements). Subsection (4) allows the Authority to make rules

concerning the terms, conditions, qualifications for, and notification of such appointments. The

Authority will also be able to make an appointment itself if one is not made or if it has not received

any notification.

603. Subsection (2) allows the Authority to make rules requiring any authorised person to produce

periodic financial reports on its business, and to submit these for analysis and comment by an

auditor or actuary.

604. Subsection (5) provides that an auditor or actuary appointed to act on a continuing basis or to

produce a periodic report must comply with the relevant rules made by the Authority. These rules

may also give the auditor or actuary such powers as the Authority judges necessary for them to

carry out their duties.

Section 342: Information given by auditor or actuary to the Authority

605. This section concerns the duties and powers of auditors and actuaries of authorised persons

to pass on information of regulatory importance to the Authority.

606. Auditors and actuaries of authorised persons will be members of professional bodies and will

therefore be subject to rules made by their respective bodies as to how they treat confidential

information. Subsections (3) and (4) ensure that auditors or actuaries who, in good faith, pass on

information or express their opinion to the Authority will not be in breach of any duty of

confidentiality to which they might otherwise be subject. This protection applies whether or not

the auditor or actuary acts in response to a request from the Authority.

607. Subsections (5), (6) and (7) give the Treasury a power to set out the circumstances in which

auditors and actuaries must pass on information to the Authority. This information may relate to

the affairs of either the authorised person concerned, or other persons. So far as auditors are

concerned, the Treasury are required by EC directives to set out the circumstances in which such

reports must be made, and it is intended to use this power to re-enact the rules necessary to comply

with this requirement.

Section 343: Information given by auditor or actuary to the Authority: persons with close

links

608. This section concerns the duties and powers of auditors and actuaries to pass on information

of regulatory significance to the Authority about persons having “close links” with authorised

persons, including parent and subsidiary companies of an authorised person.

Financial Services and Markets Act 2000 Page 1099
609. Subsections (3) and (4) ensure that auditors or actuaries of persons with close links to an

authorised person, who, in good faith, pass on information or express their opinion to the Authority

will not be in breach of any duty of confidentiality to which they might otherwise be subject. This

protection applies whether or not the auditor or actuary acts in response to a request from the

Authority.

610. Subsections (5), (6) and (7) give the Treasury a power under which they can make rules setting

out the circumstances in which auditors and actuaries must pass on information to the Authority.

This information may relate to the affairs of either the authorised person concerned, or other persons.

Section 344: Duty of auditor or actuary resigning etc. to give notice

611. This section places a duty upon all auditors and actuaries of authorised persons appointed as

a result of statute to notify the Authority of certain events, for example where they resign before

the end of the period for which they were appointed. Subsection (3) also requires an auditor or

actuary to pass on any facts connected with his ceasing to act for the authorised person which he

thinks ought to be brought to the Authority's attention, or to make a positive statement to the

Authority that he is not aware of any such facts.

Section 345: Disqualification

612. Where the Authority believes that an auditor or actuary has failed to comply with any obligations

under this Act, it may disqualify that auditor or actuary from acting for any particular authorised

person, or class of authorised person. Any such disqualification may be lifted if the Authority is

satisfied that the person concerned will in future comply with the obligations.

613. Subsections (2) and (3) require the Authority to serve a warning notice and decision notice,

whilst subsection (5) confers a right to refer to the Tribunal any decision to disqualify.

Section 346: Provision of false or misleading information to auditor or actuary

614. This section makes it a criminal offence for an authorised person, or an officer, controller or

manager of an authorised person knowingly or recklessly to mislead an auditor or actuary appointed

under the Act or as a result of provision contained in rules.

PART XXIII: PUBLIC RECORD, DISCLOSURE OF INFORMATION AND

CO-OPERATION

615. This Part requires the Authority to compile and maintain a public record of authorised persons.

It also imposes safeguards for the protection of confidential information.

616. The Authority, together with the competent authority for listing and the Secretary of State,

will necessarily require access to confidential information. The Act provides them with powers to

obtain this. It also contains safeguards to ensure that this information remains confidential, subject

to allowing information to pass between them and other regulatory authorities where this is necessary

for the performance of specific public functions (for example, to assist in the investigation and

prosecution of crime). The passage of information between authorities is subject to conditions

relating to the purpose of disclosure and, in some cases, the identity of the person to whom the

information is disclosed. These conditions are often referred to as “gateways”. This area is already

subject to detailed constraints under EC law. The Act, together with the regulations to be made

under the powers conferred by these provisions, will create a confidentiality regime very similar

to those under the predecessor legislation. The creation of a single regulator will however allow

some rationalisation of the existing structure.

Financial Services and Markets Act 2000 Page 1100
Section 347: The record of authorised persons etc.

617. This section places an obligation on the Authority to maintain a record of certain details about

authorised persons and other categories of persons set out in subsection (1). The record must include

details of the services provided by authorised persons, the addresses of authorised persons and

other categories of specified persons, and any other information the Authority thinks is appropriate.

The record must be available for inspection by members of the public, at a place and at times

determined by the Authority. The Authority must allow members of the public to obtain a copy of

the record, or a part of it. The Authority may charge for providing such copies.

Section 348: Restrictions on disclosure of confidential information by Authority etc.

618. Subsections (2), (3) and (4) define what is, and what is not, to be regarded as confidential

information. Subsection (1) makes clear that this information is not to be disclosed by a “primary

recipient”, or a person who has received the information from a primary recipient, without the

consent of the person from whom it was obtained and, if different, the person to whom it relates.

Subsection (5) lists primary recipients.

Section 349: Exceptions fromsection 348

619. This section makes clear that, notwithstanding the restrictions in section 348, confidential

information may be disclosed if this is in accordance with regulations made by the Treasury. It also

gives the Treasury the power to make such regulations where disclosure would facilitate the carrying

out of a public function. This power will be used to create various “gateways” between the primary

recipients and other organisations for various specified purposes.

Section 350: Disclosure of information by the Inland Revenue

620. This section creates a mechanism, or gateway, through which information held by the Inland

Revenue, which would otherwise be subject to a legal obligation of confidentiality, may, in certain

circumstances be passed to the Authority or to the Secretary of State. Subsection (2) makes clear

that this disclosure may be made only by, or under the authority of, the Commissioners of Inland

Revenue.

621. Subsection (1) provides that Revenue information may be disclosed under this section only

for the purpose of assisting an investigator appointed by the Authority or the Secretary of State

under section 168 in his task, or to assist the Authority or the Secretary of State in taking a decision

whether or not to appoint such an investigator. Once information has been disclosed, subsection

(4) provides that it may only be used for the purposes of taking a decision whether or not to appoint

an investigator, or to further an investigation, if an investigator has been appointed, or in any

criminal proceedings or regulatory action, including proceedings before the Financial Services and

Markets Tribunal, that may arise out of an investigation.

622. Subsection (5) provides that onward disclosure of information received under this section is

prohibited, except in the case of proceedings before a court or the Tribunal arising out of an

investigation, or if this is done with a view to the institution of such proceedings, or if it takes place

with the consent or the authority of the Commissioners of Inland Revenue. Subsection (6) makes

clear, however, that this does not prevent disclosure of information to a person to whom it could

have been disclosed under subsection (1).

Section 350: Competition information

623. This section makes provision, together with Schedule 19, for the protection of information

obtained by the DGFT and the Commission under their powers of competition scrutiny under the

Financial Services and Markets Act 2000 Page 1101
Act. It applies to information obtained under all of the various competition scrutiny provisions in

the Act, that is to say the provisions covering the competent authority for listing in Part VI, the

Authority in Part X, and the recognised investment exchanges and clearing houses in Part XVIII.

624. Subsection (1) provides that it is an offence improperly to disclose “competition information”.

“Competition information”is defined in subsection (5) as information about the affairs of a particular

individual or body, which is not in the public domain, and which was obtained under powers in a

competition provision of the Act.

625. Subsection (2) sets out the circumstances in which disclosure will not be regarded as improper,

and which is therefore permissible. These circumstances basically fall into two classes. First, where

the person to whom the information relates, and if different the person from whom it is obtained,

have given their consent to disclosure. Second, when this would serve one of a number of defined

public purposes. These purposes include the fulfilment of the UK's obligations under EC law, the

investigation and prosecution of crime, civil proceedings under the competition provisions of the

Act, and finally the disclosure of information to a number of bodies having various statutory

functions, to assist them in carrying out these functions. The bodies and the statutes concerned are

listed in Schedule 19.

Section 352: Offences

626. This section makes clear that unauthorised disclosure or use of confidential information is a

criminal offence, subject to the defences provided for in subsection (6), and sets out the penalties

for these offences. These provisions reproduce the existing offences in this area.

Section 353: Removal of other restrictions on disclosure

627. This section enables the Treasury to make regulations permitting disclosure of information

held by third parties to the Authority to assist it in carrying out its functions. It also enables

regulations to be made to allow the disclosure of information by various other entities carrying out

functions under this Act, for example the compensation scheme manager, in order to assist with

these functions. The purpose of this section is to enable the Treasury to create gateways, for example

overriding confidentiality obligations to which the prescribed persons are subject, if it is appropriate

that such persons should be able to disclose information either to the Authority or to third parties

for the purposes of functions connected to the Act.

Section 354: Authority's duty to cooperate with others

628. This section places a duty on the Authority to take such steps as it considers appropriate to

co-operate and share information, which it is not otherwise prevented from disclosing by virtue of

the provisions of this Part, with other bodies or persons, whether in the United Kingdom or elsewhere,

who have functions broadly equating to those of the Authority, or who have a role in relation to

the prevention and detection of financial crime. It carries forward the provision in paragraph 5 of

Schedule 7 of the FS Act 1986, which places a similar duty on the Authority.

PART XXIV: INSOLVENCY

629. Insolvency and winding up are relevant to regulation for two reasons. First, there are

implications for existing customers if a financial service business becomes insolvent. Second,

winding up may itself be part of the appropriate regulatory response to events. Thus it may be

desirable to wind up a company to protect not just the interests of customers who have entered into

contracts with it, but also those who might do business with it in future, if it continued to trade.

Subject to the particular provisions of Part VII of the Companies Act 1989 for transactions carried

Financial Services and Markets Act 2000 Page 1102
out on regulated markets, the general law of insolvency applies, and will continue to apply, to most

financial services businesses, as it does to other businesses. However, it is supplemented by

provisions which allow the regulators, alongside creditors, to petition the court for the winding up

of an authorised business on the grounds of insolvency, and, alongside the Secretary of State, to

petition the court to wind up an authorised business on the grounds that this would be just and

equitable.

630. Different arrangements apply to certain mutual societies. The arrangements under the relevant

legislation, for example the Building Societies Act 1986, will continue to apply to relevant societies,

with functions transferred in that case from the Building Societies Commission to the Authority in

accordance with the provisions of Part XXI.

631. The insolvency provisions of the Act are intended to build upon these existing arrangements,

establishing, so far as is practicable, a common approach across all sectors. Sections 356, 357, 367

and 375 provide the Authority with the power to ask the court to initiate various insolvency

procedures. Sections 356, 362, 363, 365, 371 and 374 make clear that the Authority has the right

to be heard by the court in insolvency proceedings instigated by third parties. Sections 369, 376,

377, 378 and 379 carry forward provisions of the ICA 1982 dealing with the insolvency of insurance

companies (which because of the particular nature of insurance business, must in some respects be

dealt with in a different way to other authorised persons).

632. At the same time, the Part will fill a number of gaps in the coverage of the predecessor regimes.

Section 359 will allow the Authority to ask the court to make an administration order in respect of

authorised businesses, as an alternative to winding up. Section 372 will give the Authority powers

to petition the court to declare bankrupt an insolvent sole trader providing financial services. Sections

360 and 366 make changes to the insolvency regime for insurers.

633. Part XV (Financial Services Compensation Scheme) is also relevant to customers of authorised

firms in financial difficulties.

Voluntary arrangements

Section 356: Authority's powers to participate in proceedings: company voluntary

arrangements

634. Insolvency legislation allows companies in financial difficulties to propose a voluntary

arrangement with creditors; that is, for creditors to agree to take a proportion of what they were

owed as a final settlement of their debts. If agreed, such an arrangement is binding on all creditors

who were aware of the proposal, subject to their right to ask the court to intervene if the arrangement

seems improper or unfair. This section gives the Authority the right to apply to the court in the

same way as a creditor, and also makes clear that the Authority may be represented in any such

proceedings initiated by a creditor.

Section 357: Authority's powers to participate in proceedings: individual voluntary

arrangements

635. In England and Wales and in Northern Ireland insolvency law provides that an individual who

is in financial difficulties may apply to the court for a moratorium during which he may prepare a

proposal to his creditors for settlement of his debts. Whilst this moratorium is in force the individual

is protected against the presentation of a bankruptcy petition.

636. Subsection (1) of this section provides that the Authority is entitled to be heard by the court

on an application for such a moratorium, if this is made by an individual who is an authorised

Financial Services and Markets Act 2000 Page 1103
person. Subsections (3) and (4) provide that the Authority is entitled to send a representative to

attend and speak at any meeting of creditors summoned to consider a proposal which a debtor

brings forward, and that it shall be informed of the results of any such meeting. Subsection (5) goes

on to provide the Authority with the same rights as creditors to challenge in court a decision by the

meeting to agree a creditor's proposal, or to challenge the implementation of an agreed proposal,

if it believes that this is in some way unfair or irregular, whilst subsection (6) provides that the

Authority is entitled to be heard by the court if any other person makes such a challenge.

Section 358: Authority's powers to participate in proceedings: trust deeds for creditors in

Scotland

637. Section 357 provides the Authority with powers to be involved in individual voluntary

arrangements proposed for authorised persons. Such arrangements are only possible in England,

Wales and Northern Ireland. This section makes provision for the Authority to have certain rights

in the equivalent arrangement in Scots law (a voluntary trust deed for creditors within the meaning

of section 5(4A) of the Bankruptcy (Scotland) Act 1985).

638. The purpose of a trust deed under Scots law is to allow a person who cannot pay his debts to

hand over his assets to a trustee, who may then arrange a settlement with his creditors as a alternative

to proceedings for sequestration under the 1985 Act. Subsections (1) and (2) provide that where a

trust deed is granted in respect of an authorised person, the trustee must, as soon as he becomes

aware that the person concerned is an authorised person, inform the Authority, and send it copies

of the deed and any other documents which he has sent to the creditors.

639. Under subsection (3) the Authority is given the same rights as certain creditors who have not

received notice of the trust deed, or who have objected to it, to petition for the sequestration of a

debtor who is an authorised person.

640. If the trustee proposes at any stage to hold a meeting of creditors, subsections (4) and (5)

require him to inform the Authority, which will have the right to send a representative to attend

and speak at the meeting. However, the Authority will not have the right to vote at the meeting,

except on those occasions where it is itself a creditor of the person concerned.

Administration orders

Section 359: Petitions

641. General insolvency law provides for the court to place a company or partnership into

administration, that is to allow it to continue in business, under the supervision of an administrator,

as an alternative to winding it up. This section allows the Authority to ask the court to do this in

respect of present or former financial services businesses and appointed representatives or persons

who are or have carried on financial services business without authorisation, where it would be in

consumers' interests for the business to remain in being, rather than be wound up. It also provides

that for such persons failure to pay money due to consumers on time shall count as sufficient

evidence to allow the initiation of administration proceedings.

Section 360: Insurers

642. At present, the law prohibits insurance companies from being put into administration. When

insolvency law first made provisions for administration in 1985, it was not clear whether this

procedure would be appropriate for such companies, given the special nature of insurance business.

Experience has shown that it may be helpful to make this option available, so this section gives the

Financial Services and Markets Act 2000 Page 1104
Treasury the power to make an order removing the prohibition in relation to insurers. “Insurers”

for these purposes will be defined in regulations made by the Treasury.

Section 362: Authority's powers to participate in proceedings

643. This section makes clear that when a creditor or other third party asks the court to place in

administration a person who is doing or has done financial services business, or who is or has been

an appointed representative, or persons who are or have carried on financial services business

without authorisation, then the Authority shall have the right to be represented at the hearing. It

also gives the Authority the right to receive any information or proposals sent by the administrator

to creditors, to attend and speak at any meeting of creditors called to discuss the administration,

and to have the same rights as creditors to ask the court to intervene, if it considers that the

administration is being carried out improperly or unfairly. It also gives the Authority the same

power that creditors have under section 425 of the Companies Act (and the equivalent Northern

Ireland provision), where a scheme is proposed to settle some or all of the debts of a company in

administration, to ask the court that this be put to a vote of creditors.

Receivership

Section 363: Authority's powers to participate in proceedings

644. This section provides that when a receiver is appointed in respect of a company which is or

was an authorised person, or an appointed representative, or which is or has been carrying on

regulated activities without authorisation, the Authority is entitled to be represented at any hearing

at which the receiver applies to the court for directions. It also provides that the Authority has the

right to receive any information or proposals sent by the receiver to creditors and to attend and

speak at any meeting of creditors called to discuss the winding up.

Voluntary winding up

Section 365: Authority's powers to participate in proceedings

645. This section gives the Authority the right to be represented at any court proceedings to wind

up voluntarily a financial services company, other than an long term insurer. It also provides the

Authority with the same powers that creditors have to ask the court to decide any questions arising

out of the winding up, or to order that a scheme, under section 425 of the Companies Act (or the

equivalent Northern Ireland provision), to settle some or all of the debts of the company, should

be put to a vote of creditors. In addition, it gives the Authority the right to receive any notice or

document required to be sent to creditors and to attend and speak at any creditors' meeting.

Section 366: Insurers carrying on long-term business

646. Under the predecessor legislation, there is a prohibition on the voluntary winding up of

insurance companies carrying on long term, or life assurance, business. The reason is that if such

companies went into voluntary liquidation the rights of endowment policyholders would accrue,

so that they would be entitled only to the current value of their policy, and not to the terminal

bonuses they would expect if their policies ran on to the end of their term. This section removes

this absolute prohibition, but provides that voluntary winding up can only take place with the

Authority's prior permission. This will allow the Authority to ensure that winding up will only

proceed subject to arrangements being made to meet the legitimate expectations of policyholders.

Winding up by the court

Section 367: Winding-up petitions

Financial Services and Markets Act 2000 Page 1105
647. This section provides that the Authority may ask the court compulsorily to wind up any

company or partnership which is doing or has done financial services business or which is or has

carried on financial services business without authorisation. The powers also apply to an appointed

representative. As with the other provisions in this part which empower the Authority to initiate

proceedings, this enables the Authority to act on behalf of consumers, who could in theory take

action themselves, but may in practice lack the resources and expertise to do so. The court may

agree to this in cases where the business cannot pay its debts, or where it decides that it would be

“just and equitable” to wind up the business. The Authority might make an application under the

latter ground if, for example, a business had been guilty of such serious rule breaches that the

Authority had found it necessary to cancel its permission in order to protect the public. This section

also provides that for such businesses failure to pay money due to consumers on time can count as

sufficient evidence to allow the initiation of insolvency proceedings.

Section 368: Winding-up petitions: EEA and Treaty firms

648. This section makes clear that the Authority can only petition under section 367 for the winding

up of a business which is authorised in another EEA State, and is entitled to provide financial

services in the United Kingdom because of that authorisation, when it has been asked to do so by

the home State regulator concerned. This is because the issues that generally arise in relation to the

winding up of a business are issues which are primarily the concern of the home State regulator,

rather than of the host State where the business is being carried on.

Section 371: Authority's powers to participate in proceedings

649. This section makes clear that when a creditor, or other third party, asks the court to wind up

a person who is doing or has done financial services business, or who is or has been an appointed

representative, the Authority has the right to be represented at the hearing, and at any subsequent

hearing. It also provides that the Authority has the right to receive any information or proposals

sent by the liquidator to creditors and to attend and speak at any meeting of creditors called to

discuss the winding up, and to have the same rights as creditors to ask the court to intervene. It also

gives the Authority the same power that creditors have under section 425 of the Companies Act

(or the equivalent Northern Ireland provision), where a scheme is proposed to settle some or all of

the debts of a company being wound up, to ask the court that this be put to a vote of creditors.

Bankruptcy

Section 372: Petitions

650. Section 367 gives the Authority power to ask the courts to wind up companies or partnerships

doing financial services business. The section also confers a power in respect of sole traders doing

financial services business. The Authority will be able to petition for the bankruptcy of such persons,

or in Scotland, for the sequestration of their estate, if they are or appear unable to pay their debts

to consumers. It should be noted, however, that here, as in insolvency law generally, inability to

pay debts is the only ground on which a sole trader can be made bankrupt — there is no equivalent

to the provision covering companies and partnerships that these may be wound up because the

court feels it is “just and equitable” to do so. This is because sole traders' business affairs are not

legally distinct from their personal finances.

Section 374: Authority's powers to participate in proceedings

651. This section makes clear that when a creditor, or other third party, asks the court to make a

bankruptcy order for, or in Scotland to sequestrate the estate of, an individual who is doing or has

Financial Services and Markets Act 2000 Page 1106
done financial services business, then the Authority shall have the right to be represented at the

hearing, and at any subsequent hearing. It also provides that the Authority has the right to receive

any report sent by an insolvency practitioner to creditors and to attend and speak at any meeting

of creditors called to discuss the bankruptcy.

Provisions against debt avoidance

Section 375: Authority's right to apply for an order

652. The Insolvency Act 1986 provides creditors, liquidators and administrators of insolvent persons

with the right to ask the court to set aside transactions which appear to have been entered into to

defraud creditors (that is, where assets are transferred as a gift, or sold at less than their full value,

with the intention of putting them beyond the reach of creditors). This section provides the Authority

with an equivalent right to make an application to the court in relation to transactions entered into

in the course of financial services business.

Supplemental provisions concerning insurers

Section 376: Continuation of contracts of long-term insurance where insurer in liquidation

653. This section provides for the business of an insolvent insurer so far as it relates to contracts

of long-term insurance to be transferred to another company, rather than for the policyholders to

receive a share of the assets available on winding up. Policyholders of long term insurers face

different problems to most consumers if the company fails. They enter into agreements, for example

for pensions, which are designed to last many years, and the benefits they expect to receive build

up over time. Also, the terms of the contract (and importantly the premium) are set at the outset.

If, for example, during the course of the contract they were to develop an illness they might not

then be able to obtain alternative cover. For these reasons, it is desirable, where possible, to maintain

the insurer's business as a going concern, or to find an alternative insurer to take over its policies,

rather than allowing it to be wound up.

Section 377: Reducing the value of contracts instead of winding up

654. This section is intended to facilitate timely payments on, or the transfer of, insurance contracts

of a company which has become insolvent, rather than leaving these to be matters to be resolved

at the end of an insolvency process, which may take a considerable period of time.

Section 378: Treatment of assets on winding up

655. This section empowers the Treasury to make regulations to allow for the separate treatment

in insolvency situations of an insurer's contracts of long-term and general insurance, given the

special characteristics of long term business (referred to in the note on section 376 above).

Section 379: Winding-up rules

656. This section enables the making of rules to deal with the winding up of insurers, under the

powers of the Insolvency Act 1986.

PART XXV: INJUNCTIONS AND RESTITUTION

657. This Part is concerned with the Authority's (and in certain cases the Secretary of State's) power

to seek injunctions and restitution orders from the High Court, or in Scotland the Court of Session,

against both authorised and unauthorised persons where it appears that certain requirements have

been, or might be, contravened. Section 384 also gives the Authority the power to require restitution

Financial Services and Markets Act 2000 Page 1107
to be paid without having to apply to the courts for a restitution order, but this direct power can

only be used against authorised persons.

658. The powers contained in this Part may be exercised by the Authority in relation to breaches

which constitute an offence under the Act, or which the Authority has power to prosecute under

section 402, or any breach of any other requirement imposed by or under the Act, such as a rule

made under Part X. The Secretary of State may exercise the powers in relation to any breach which

constitutes an offence which the Act gives him the power to prosecute under section 401.

Section 380: Injunctions

659. This section sets out the powers of the court to make injunctive orders on the application of

the Authority or Secretary of State and the grounds on which they may exercise those powers. The

court may make three types of order: an order restraining the contravention of certain requirements

(subsection (1)), an order directing remedial action to be taken when there has been such a

contravention (subsection (2)) and an order freezing the assets of someone who has contravened

certain requirements or been knowingly involved in a contravention (subsection (3)).

660. The first of these is a preventative measure. Under subsection (1)(a) an order can be made

restraining a person from contravening a requirement where the court believes they are reasonably

likely to do so. Where a contravention has already occurred, under subsection (1)(b) the courts can

restrain a person from doing so again.

661. Where there are clear steps that can be taken either by the person who has contravened a

requirement or by a person knowingly concerned in the contravention, under subsection (2) the

court may order a person to take those steps. This is a corrective power. For example, an order may

simply require a person to meet commitments they have entered into but so far failed to discharge.

Subsection (5) provides that the remedial action that the court may order under subsection (2) may

include orders to mitigate the impact of a contravention even if it is not, strictly speaking, possible

to remedy it. For example where a person has published a misleading advertisement, the Authority

could apply to the court for an order requiring the person to publish a correction. This would not

be of use to anyone who had taken action on the basis of the original advertisement but would

prevent others doing so in the future.

662. An order made under subsection (3) to freeze a person's assets is similar to a Mareva injunction1

apart from its timing: a Mareva injunction may only be applied for where court proceedings have

been commenced or are imminent whereas this section gives the Authority or Secretary of State

an independent power to apply to the court for an asset-freezing order on the grounds that they

believe a breach may have occurred. The power does not prevent separate applications for Mareva

injunctions.

663. Subsection (6) sets out the range of requirements the contravention or likely contravention of

which may be grounds for an order under this section. These are requirements imposed by or under

the Act, including the Authority's rules made under Part X, plus the various requirements a breach

of which constitutes an offence under the Act, such as the general prohibition under Part II. In

addition, the powers may be exercised for breaches of requirements imposed by other Acts which

constitute offences which the Authority has power to prosecute. The Authority's power in that

respect is set out in section 402.

Section 381: Injunctions in cases of market abuse

Financial Services and Markets Act 2000 Page 1108
664. This section provides the Authority with the power to apply to the court for injunctive orders

in cases of market abuse. The Secretary of State has no powers under this section in relation to

market abuse. The types of orders which the court may make are the same for cases of market abuse

under this section as for contraventions of requirements under the previous section.

Section 382: Restitution orders

665. This section gives the court the power, on the application of the Authority or the Secretary of

State, to order restitution to be paid by a person who has contravened a requirement or been

knowingly involved in a contravention. The court must be satisfied that the contravention has led

either to the person ordered to pay restitution accruing profits or to others suffering loss or being

adversely affected in other ways. It is possible for an application for a restitution order to be

combined with an application for an injunction.

666. Under subsection (2), the court has discretion to decide what is an appropriate sum for a person

to have to pay taking into account the size of any profits which have accrued and the extent to

which persons have suffered loss or been adversely affected. The restitution is initially paid to the

Authority, but the Authority is then required to distribute the money among people chosen by the

court. These must be those people who appear to the court to have been directly affected by the

contravention, or to whom the profits may be attributed, for example because it was their funds

that were used to make a particular investment which gave rise to the profits.

667. Subsections (4) and (5) give the court powers to require further information from potential

recipients of restitution orders to assist the court in determining what profits have accrued to them,

to what extent others have been affected by a contravention or how to distribute the money. The

court may also require this information to be verified.

668. Subsection (7) provides that the fact that the Authority or the Secretary of State has made an

application under this section for a restitution order does not prevent someone taking a private

action for restitution in respect of the same matter. The court is likely to have regard to the question

of whether any payments have already been made by a person in determining whether to order

restitution in any particular case.

669. The range of requirements the contravention of which can give rise to an application to the

courts under this section for a restitution order is the same as for injunctions under section 380.

These are set out in subsection (9).

Section 383: Restitution orders in cases of market abuse

670. This section provides the Authority with the power to apply to the court for restitution orders

against persons who it is satisfied have engaged in market abuse. The Secretary of State has no

powers under this section. The provisions of this section are equivalent to those in the section above

for restitution orders following the contravention of a requirement. Again, the court has discretion

to determine the amount of restitution paid and the eventual recipients of that restitution who must

be persons directly affected by the market abuse. The court also has similar powers as under section

382 to require further information from the person who has engaged in market abuse. However

under this section the court may not make an order if it is satisfied that the person concerned

believed, on reasonable grounds, that market abuse was not involved, or took all reasonable

precautions and exercised all due diligence to avoid market abuse. This restriction is analogous to

the provisions of section 123(2) which apply where the Authority wishes to impose a penalty in

relation to market abuse.

Financial Services and Markets Act 2000 Page 1109
Section 384: Power of Authority to require restitution

671. This section gives the Authority the direct power to require an authorised person to pay

restitution, without having to go through the court, although the authorised person does have the

right to refer the matter to the Tribunal under section 386. The Authority can order restitution to

be paid by:

• authorised persons who have contravened a requirement under the Act or who have

committed an offence mentioned in section 402;

• authorised persons who have been knowingly involved in such a contravention;

• any person, whether authorised or not, who has engaged in market abuse.

672. The Secretary of State has no direct powers under this Part to require restitution.

673. The grounds for the Authority using this power are set out in subsections (1) and (2). These

are that the Authority is satisfied that the person has done the misdeed and that, because of it, either

profits have accrued to that person or one or more people have suffered loss or been adversely

affected.

674. The Authority may require someone to pay restitution of an amount which it considers to be

just, taking into account the profits that have accrued and/or the extent of the loss or adverse effect

suffered. The money is to be paid to people who have been directly affected by the contravention

or offence, or to whom profits are attributable, as under sections 382 and 383. Where restitution is

sought via a court order, the money is paid initially to the Authority, but when the Authority uses

its power under this section to require restitution directly, subsection (5) provides for the money

to be paid straight to the final recipients. The Authority may determine the arrangements for payment.

Section 385: Warning notices

675. This section requires the Authority to issue a warning notice informing someone of any proposal

to require them to pay restitution under section 384. A warning notice must comply with the

provisions of section 387. The warning notice must specify the amount of restitution proposed.

Section 386: Decision notices

676. This section provides that if the Authority decides to require restitution to be paid, it must

send a decision notice to the person in relation to whom this power is being exercised. The section

also provides a right to refer the Authority's decision to the Tribunal.

PART XXVI: NOTICES

677. Various provisions of the Act relate to the Authority taking decisions, for example as to whether

to grant, or to withdraw, authorisations and approvals, or whether to take other regulatory action,

such as imposing financial penalties or making public statements. The relevant provisions of the

Act require the Authority in some cases to give warning and decision notices, and in others to give

other kinds of notice This Part is concerned with the Authority's procedures during, before and

after the process of serving these notices as well as the information which they are to include. In

particular, the Part requires the Authority to act in accordance with a published set of procedures.

Section 387: Warning notices

678. This section provides that a warning notice must be in writing and must set out the reasons

for the proposed course of action. It must also state whether section 394 (Access to Authority

material) applies.

Financial Services and Markets Act 2000 Page 1110
679. Subsection (2) gives any person who receives a warning notice an opportunity to make

representations to the Authority. The Authority may specify the period available for representations,

provided it allows a minimum of 28 days from the date of the notice. The Authority must then

decide whether to give the person a decision notice within a reasonable period.

Section 388: Decision notices

680. A decision notice must be in writing and must set out the reasons for the course of action. It

also requires the Authority to explain a right of access to Authority material under section 394 and

rights to refer the case to the Tribunal (including the procedure for doing so).

681. If a decision notice follows a warning notice, the action proposed in it must be action the

Authority has powers to take under the same Part of the Act. The Authority can issue a further

decision notice altering the action proposed in an earlier notice, but only with the consent of the

person concerned.

Section 389: Notices of discontinuance

682. This section requires a “notice of discontinuance” to be issued when the Authority decides

not to proceed with action proposed in a warning notice (section 387) or in relation to which a

decision notice (section 388) was given.

683. However a notice of discontinuance does not have to be given if the effect is purely to grant

an application made by the person in question. In such cases the Act generally contains express

provision requiring written notice to be given of the grant of the application.

Section 390: Final notices

684. This section requires a “final notice” to be issued to confirm and give effect to an action

proposed in a decision notice (and to require payment in the case of a penalty) whenever the period

for referring a matter to the Tribunal has expired, or if it has been referred, whenever the matter

has been finally determined by the Tribunal or the higher courts. If the matter was referred to the

Tribunal then the final notice will give effect to the directions of the Tribunal (or the higher courts

if there has been a appeal).

685. Subsection (7) requires the final notice to set out details of the action which is being taken

and the date when it is to be taken. Particular requirements for certain categories of case are given

in subsections (3) to (6). For example the notice must include the terms of any public statement

which is to be made and details of the manner and date of publication, or the amount of any financial

penalty and details of how and when it is to be paid. The period for making payments must not be

less than 14 days beginning with the date on which the final notice is given, after which the Authority

may recover any outstanding amount as a debt owed to it.

686. A similar 14 day minimum period must be allowed for making restitution as required under

section 384, after which any outstanding obligations are enforceable through an application by the

Authority to the courts (for an injunction in England and Wales and Northern Ireland or, in Scotland,

for an order under section 45 of the Court of Session Act 1988).

Section 391: Publication

687. This section establishes common rules on publication of decisions which:

• prevent the Authority from publishing details about warning and decision notices;

• enable the Authority to publish appropriate details of a discontinued decision, but only if

the person to whom the notice is given consents; and

Financial Services and Markets Act 2000 Page 1111
• require the Authority to publish appropriate information about a final notice, but omitting

information which would be unfair to the person to whom the notice relates or prejudicial

to the interests of consumers.

688. The provision for publishing details of a final notice applies equally to a supervisory notice

(as defined in section 395) but only when such a notice takes effect. The procedure on giving a

supervisory notice is set out under the description of section 53 above. If the notice so states, it

may take effect immediately, or on a particular date. Otherwise it will take effect only once it is

no longer “open to review”. Subsection (8) of this section provides that a supervisory notice is

“open to review” until after the period for referring the matter to the Tribunal has expired and until

any reference or further appeal has been finally determined.

Section 392: Application ofsections 393 and 394

689. Sections 393 and 394, described below, confer additional procedural rights relating to third

parties and to disclosure of Authority material. However those rights apply only in cases, other

than those involving the Authority responding to an application, which are governed by the warning

notice and decision notice procedure. This section lists the particular sections of the Act where

sections 393 and 394 apply.

Section 393: Third party rights

690. Where this section applies (see section 392 above) it confers rights on any person (a “third

party”) who is identified in prejudicial terms in the reasons contained in a warning notice or decision

notice. Third parties are given the right to receive a copy of the notice, and to make representations

or refer the matter to the Tribunal in the same way as the person who is the subject of the Authority's

proposed action. However subsections (2) and (6) provide that a third party does not need to be

given a copy of a notice which identifies him if a separate warning or decision notice has been

given to him in relation to the same matter, and subsection (7) provides a further exception where

it is impracticable to contact the third party.

691. Subsection (13) provides that third party notices must describe the rights which third parties

also have under section 394 below. Subsections (5) and (14) provide a third party with rights to

receive copies of subsequent notices in relation to the same matter.

Section 394: Access to Authority material

692. Where this section applies (see section 392 above), the Authority is required to give any person

who is the subject of a warning or decision notice, or who has received a copy of such a notice as

a third party, access to certain categories of material. Subsection (1)(a) requires access to be given

to any material on which the Authority relied in taking the decision in question. Subsection (1)(b)

requires access to be given to material which the Authority considers might undermine that decision.

693. The latter category does not apply to all material in the Authority's possession but only to

material which the Authority considered in reaching its decision, or which it obtained in connection

with, that is in investigation of, the matter in question (see the definition of “secondary material”

in subsection (6)).

694. The right of access to Authority material is subject to the following exceptions. First, the

Authority may refuse access to material relating to a different case which was taken into account

only for the purposes of comparison with the case in question. Secondly, it may refuse access to

“excluded material”, defined as covering “protected items” as defined in section 413, and material

intercepted under (or indicating the existence of) a warrant for the interception of communications.

Financial Services and Markets Act 2000 Page 1112
If access to material is refused on the grounds that it is subject to legal professional privilege, the

Authority must give written notice to the person concerned.

695. Finally the Authority can refuse access to material which it would not be in the public interest

to disclose (that is, material subject to public interest immunity) or to commercially sensitive

material which it would not be fair to disclose. In these cases the Authority must notify the person

and give its reasons for refusing.

Notes

1 A Mareva injuction (now known as a ‘freezing order’) is a remedy a court may use to prevent assets being removed,

charged or otherwise dealt with in a way that could prejudice a legal action that is otherwise being, or about to be,

pursued.

Section 395: The Authority's procedures

696. This section concerns the Authority's decision-making procedures. It is for the Authority to

decide on its procedures but subsection (2) requires that, to avoid prejudice, they should be designed

to ensure that the task of deciding whether to issue a warning, decision or supervisory notice and

the task of collecting relevant information should be carried out by different people. However,

subsections (3) and (4) provide that the procedures can provide for this requirement to be waived

for supervisory notices (as defined in subsection (13)) if necessary to protect the interests of

consumers, so long as the decision is taken by a person at an appropriate level of seniority given

the importance of the decision.

697. The Authority is required by subsections (5) and (6) to issue and publish a statement describing

its procedures. It must be published in a way appearing to the Authority best calculated to bring it

to the attention of the public and a reasonable fee may be charged for providing a copy. A copy of

the statement must also be given without delay to the Treasury. The Authority must also publish a

revised statement if it decides to change the procedures. Under subsection (9) the Authority must

act in accordance with its published procedures. Subsection (11) ensures that the validity of any

notices given in such a case is not affected by any failure to do so. However, subsection (12) makes

clear that the Tribunal can take into account any failure to follow the procedures.

Section 396: Statements undersection 395

698. This section makes provision about consultation arrangements. These are similar to those in

other equivalent provisions of the Act, such as under section 70 to the issuing of a statement under

section 395.

PART XXVII: OFFENCES

699. This Part contains provisions which make it an offence to make misleading statements or

engage in a misleading practice in order to induce someone to enter into an investment contract. It

also creates offences of misleading the Authority and the DGFT. The first of these offences is

carried over from sections 47 and 133 of the FS Act 1986 and section 35 of the Banking Act. It

also provides that where a corporate body (or partnership) has committed an offence then, in certain

circumstances, its officers may also be guilty of that offence. In addition, this Part contains general

provisions on the institution of proceedings for offences under this Act. It gives the Authority

powers to prosecute insider dealing under the Criminal Justice Act 1993, to prosecute under the

Money Laundering Regulations 1993, and to prosecute the offences of misleading statements and

practices.

Financial Services and Markets Act 2000 Page 1113
Section 397: Misleading statements and practices

700. This section provides for two criminal offences concerning misleading statements and practices.

Persons found guilty of either of these offences may be subject to a maximum of up to 7 years

imprisonment or to a fine, or to both.

701. The first, set out in subsections (1) and (2), applies where a person deliberately makes a

misleading statement, promise or forecast, or dishonestly conceals facts from someone with the

intention of inducing any other person to do or refrain from doing something in relation to an

investment. A possible example of this offence would be someone lying about a company's financial

position at a time when he was seeking to dispose of shares in that company. It is also an offence

to make the misleading statement, promise or forecast recklessly and to be reckless as to whether

another person was so induced.

702. The second offence, set out in subsection (3), is the creation of a misleading impression about

an investment with the intention of inducing another person to do or not do something in relation

to that investment. This covers such things as market manipulation, for example engaging in artificial

trades in a particular investment in order to create the impression that there is more interest in the

investment than really exists.

703. Subsection (4) provides a defence against the offence in subsection (2) for a person if he can

show that a statement, promise or forecast was made in compliance with price stabilising or control

of information rules. Subsection (5) provides three defences against the offence in subsection (3).

The first is that the person concerned reasonably believed that his conduct would not create a

misleading impression. The second defence is where the person is engaged in price stabilisation in

circumstances where this is permitted. The third defence is where the person acted in conformity

with the control of information rules under section 147.

704. Subsection (7) provides the offence in subsection (3) is not committed unless the action done

takes place in the United Kingdom, or the misleading impression this creates arises in the United

Kingdom.

705. Subsections (9) to (12) give the Treasury the power to prescribe those agreements and

investments to which this section applies.

Section 398: Misleading the Authority: residual cases

706. This section makes it an offence to give false or misleading information to the Authority in

purported compliance with requirements under the Act in cases where this is not already an offence

under other provisions (for example under section 177(4) regarding the provision of information

to investigators). The penalty for this offence is an unlimited fine on indictment or a fine of up to

the statutory maximum (£5,000) on summary conviction.

Section 399: Misleading the Director General of Fair Trading

707. This section applies the provisions of section 44 of the Competition Act 1998. The effect of

this is that it is an offence to mislead or give false information to the DGFT when he is exercising

his functions under the Act.

Section 400: Offences by bodies corporate etc.

708. This section makes provision as to the circumstances in which partners in a partnership and

directors and officers of bodies corporate and unincorporated associations may be found guilty of

Financial Services and Markets Act 2000 Page 1114
an offence in a case in which an offence has been committed by the relevant partnership, body or

association.

709. Subsection (7) gives the Treasury the power to make regulations applying the provisions of

this section, with any appropriate modifications, to equivalent undertakings established under the

laws of other countries.

Section 401: Proceedings for offences

710. This section confers powers to prosecute offences under this Act. The Secretary of State and

the Authority can prosecute any offence in England, Wales or Northern Ireland. Others can only

prosecute with the consent of the Director of Public Prosecutions in England and Wales or, in

Northern Ireland, with the consent of the Director of Public Prosecutions for Northern Ireland. The

DGFT can prosecute in England, Wales or Northern Ireland for breaches of any prohibition on

carrying on any CCA 1974 business he has imposed under section 203.

711. Subsections (5) and (6) give the Treasury the power to set conditions relating to the way in

which the Authority can bring proceedings for offences under this Act. For example, the Treasury

could require the Authority to comply with the Code for Crown Prosecutors. In Scotland, prosecution

will be the responsibility of the Lord Advocate.

Section 402: Power of the Authority to institute proceedings for certain other offences

712. This section allows the Authority to prosecute in England, Wales or Northern Ireland two

criminal offences which are not in this Act. These are the offences of insider dealing (Part V of the

Criminal Justice Act 1993) and breach of the Money Laundering Regulations 1993 (regulation 5).

713. Subsections (2) and (3) give the Treasury the power to set conditions relating to the way in

which the Authority can bring proceedings for these offences. For example, the Treasury could

require the Authority to comply with the Code for Crown Prosecutors.

Section 403: Jurisdiction and procedure in respect of certain offences

714. This section makes provision for the procedures under which offences under the Act may be

prosecuted and punished. It carries forward and has similar effect to the provisions of section 203

of the Financial Services Act 1986.

715. Subsection (1) makes clear that a fine imposed upon a unincorporated association must be

paid out of the funds of the association, whilst subsection (2) provides that any proceedings for an

offence brought against an unincorporated association must be brought in the name of the association.

Subsections (3) and (4) provide that for the purposes of the service of documents, and of

prosecutions, unincorporated associations should be treated in the same way as bodies corporate.

Subsection (5) provides that summary proceedings may be taken against a body corporate or

unincorporated association at their place of business, whilst proceedings may be brought against

an individual at any place where he is present for the time being.

PART XXVIII: MISCELLANEOUS

Section 404: Schemes for reviewing past business

716. This section enables the Treasury, by order under subsection (2), to set out the framework for

a scheme to be established and operated by the Authority to require authorised persons to review

their past business and, where appropriate, to determine the amounts payable by those persons by

way of compensation for liabilities that they have incurred to private investors and certain others.

Financial Services and Markets Act 2000 Page 1115
This power will facilitate the handling of issues such as those which arose in cases of mis-selling

— most notably of personal pensions. Reciprocity powers

717. Sections 405 to 408 concern reciprocity powers. Under certain EC directives a decision can

be taken by the Council of the European Union or the Commission to require individual member

States' regulators to take reciprocal action to deprive subsidiaries of firms from a country outside

the European Economic Area (EEA) of access to their markets. This is referred to in the Act as a

“third country decision”. Such a decision may be taken where it appears to the Commission that

EEA firms wishing to establish themselves or provide financial services in third countries are not

being treated on the same basis and offered the same competitive opportunities as domestic firms.

718. The potential for reciprocity action has diminished following World Trade Organisation

(“WTO”) negotiations on financial services which resulted in the EU, along with many other WTO

member countries, making a commitment to offer Most Favoured Nation treatment to other WTO

members on a permanent basis. This commitment came into force on 1 March 1999 and means

that EC reciprocity powers can now only be used against countries outside the WTO.

Section 405: Directions

719. This section defines the nature of reciprocity action that may be taken in order to comply with

a third country decision. The section provides the Treasury with the power to direct the Authority

to do the following:

• refuse, or put on hold, an application for authorisation from a person which is formed

under the law of the United Kingdom but which is the direct or indirect subsidiary (the

powers do not apply to branches) of a firm from a country which is the subject of a third

country decision (subsections (1)(a) and (b));

• object to a person from a country which is the subject of a third country decision acquiring

a 50 per cent share in an authorised person incorporated in the United Kingdom or formed

under UK law whether or not they have served the Authority with a notice of control as

required under Part XII (subsections (1)(c) and (d))

720. The circumstances in which a person is taken to acquire a 50 per cent share is defined in section

406.

Section 407: Consequences of a direction undersection 405

721. This section sets out the procedure the Authority must follow if the Treasury directs them to

implement a third country decision.

Section 408: EFTA firms

722. If a subsidiary of a firm from a country subject to a third country decision is already authorised

in an EU member State then its entitlement to exercise passport rights (see explanatory notes to

Schedule 3) to establish a branch or provide services in another member State is not affected if by

the third country decision. This is not the case for subsidiaries of third country firms authorised in

EEA States which are not also EU member States (Norway, Iceland or Liechtenstein), referred to

in the Act as “EFTA firms” (subsection (8)). EFTA firms may not exercise their passport rights

following a third country decision relating to the country of their parent. This section therefore

gives the Treasury the power to make a determination that a particular firm does, or class of firms

do, not qualify for authorisation under Schedule 3. Subsections (6) and (7) set out the procedure

the Treasury must follow if it makes such a determination.

Section 409: Gibraltar

Financial Services and Markets Act 2000 Page 1116
723. This section provides for matters arising from Gibraltar's status within the EEA.

724. Subsection (1)(a) gives the Treasury the power to extend Schedule 3 so that Gibraltar firms

which are covered by one of the single market directives to which effect has been given in Gibraltar

would be able to qualify for status as an authorised person and establish a branch or provide services

within the United Kingdom. It also enables the Treasury to make the necessary provision to ensure

that firms from other EEA States which exercise passport rights in relation to Gibraltar before they

exercise them in relation to the United Kingdom proper are not required unnecessarily to duplicate

notification requirements.

725. Subsection (1)(d) does the equivalent for Gibraltar based collective investment schemes. The

Treasury also has the power under subsection (1)(c) to extend the application of Schedule 4 so that

a financial services firm with its head office in Gibraltar or being otherwise connected with Gibraltar

would acquire Treaty rights if it is authorised by the Gibraltar competent authority and the relevant

conditions in Schedule 4 are met.

726. Subsection (1)(e) will enable the Treasury to modify the provisions of section 264 so that the

Authority can refuse to admit a collective investment scheme from another member State if the

way in which it proposes to market its units is incompatible with requirements imposed in Gibraltar

in the general good.

727. Subsection (1)(b) gives the Treasury the power, by order, to extend the application of Schedule

3 to the Act so as to make provision as to the exercise by UK firms of rights which are afforded to

them under the law of Gibraltar which corresponds to an EEA right.

Section 410: International obligations

728. This section provides the Treasury with the general power to direct a number of bodies with

powers under the Act to take, or refrain from taking, any action which is either required by, or is

incompatible with, the United Kingdom's international obligations. For example, if the Authority's

rules on capital requirements were such that the UK's obligations under EC law were not being

met, this section would allow the Treasury to direct the Authority to change their rules so as to

ensure compliance.

Section 411: Tax treatment of levies and repayments

729. This section relates to levies and payments relating to the legal assistance scheme under Part

IX, the compensation scheme under Part XV and the ombudsman scheme under Part XVI. This

section amends the Income and Corporation Taxes Act 1988 so that it provides for such levies to

be treated as a tax deductible expense and for levy rebates made to authorised persons to be treated

as trading receipts.

Section 412: Gaming contracts

730. Legislation governing gaming contracts includes provisions for such contracts not to be legally

enforceable. Some regulated activities involve entering into or performing contracts which could

potentially be covered by this legislation, for example derivative contracts such as “put options”,

and the effect of this section is to make certain that such contracts are legally enforceable.

Section 413: Protected items

731. This section provides that no power under the Act can be used to require any person to produce,

disclose or permit the inspection of “protected items”. These are defined in terms which are

Financial Services and Markets Act 2000 Page 1117
materially identical to the definition of items subject to legal professional privilege in section 10

of the Police and Criminal Evidence Act 1984.

Section 414: Service of notices

732. This section enables the Treasury to make regulations prescribing the procedure for giving

notices and other documents under the Act. The power covers any such provision in the Act,

regardless of its precise wording, and includes provisions about giving directions or imposing

requirements.

733. In particular, the regulations may specify how a document may be given, the address to which

it should be sent, and whether the document or notice may be sent electronically. They may also

specify the date and time a document is to be regarded as having been served (this may be important,

for example, where a time limit begins to run from that date). The regulations may also make

particular provision for cases where the person to whom the document is being sent is not an

individual (for example, in the case of a limited company or partnership) or is outside the United

Kingdom. The precise arrangements required under the regulations may vary depending on the

nature of the document in question.

Section 415: Jurisdiction in civil proceedings

734. This section enables civil proceedings, such as judicial review, to be brought against any of

the bodies corporate on which functions are conferred by this Act in the courts of any part of the

United Kingdom. This is necessary because these bodies are companies incorporated under the

Companies Acts and, as such, the effect of the Civil Jurisdiction and Judgments Act 1982 would

otherwise be that civil proceedings could be brought against them only in the courts in England

and Wales because that is the part of the United Kingdom in which they are treated as being

domiciled for the purposes of that Act. That Act is amended by paragraph 3 of Schedule 20.

Section 416: Provisions relating to industrial assurance and certain other enactments

735. This section provides for the Industrial Assurance Acts 1923–48 (and the equivalent Northern

Ireland Order) to cease to have effect and for the repeal of the Insurance Brokers (Registration)

Act 1977. It also provides for the dissolution of certain statutory bodies mentioned in subsection

(3). The section also confers on the Treasury a power by order to make such provisions as it considers

necessary in consequence of the provisions of this section. Such consequential provisions would

allow, for example, for the protection of existing policyholders under the Industrial Assurance Acts,

and to make provision for the orderly dissolution of the bodies mentioned.

736. The repeals and dissolutions set out in this section are dealt with on the face of the Act because

they may not be entirely consequential on the other provisions of the Act and therefore maybe

outside the scope of section 426, which allows for consequential repeals to be made by order.

PART XXIX: INTERPRETATION

737. This Part defines a number of the terms used in the Act. The majority of such definitions are

contained in section 417.

Section 418: Carrying on regulated activities in the United Kingdom

738. This section deals with the territorial scope of the authorisation requirement, and establishes

its so-called “outward” application, whereby persons based in the United Kingdom who carry on

regulated activities overseas need to be regulated in the United Kingdom. The section reflects the

Financial Services and Markets Act 2000 Page 1118
provisions of the EC directives in determining when a person is to be considered to be carrying on

regulated activities in the United Kingdom, and sets out four broad cases:

• first, all persons who have their head or registered office in the United Kingdom, but who

only carry on regulated activities in another EEA State, but are entitled to exercise rights

under a single market directive as UK firms, and are carrying on in another EEA state

regulated activities to which that directive applies, will need to be authorised in the United

Kingdom;

• second, all persons who have their registered offices (or head offices, where they do not

have registered offices) in the United Kingdom, and operate as managers of schemes which

are entitled to enjoy the rights conferred by a relevant Community Instrument will require

authorisation where persons in another EEA state are invited to become participants in the

schemes;

• third, all persons who have their head or registered office in the United Kingdom, but who

only carry on regulated activities in non-EEA states, will need to be authorised if they direct

the day-to-day management of the activities from an establishment in the United Kingdom;

or

• fourth, even if a person does not have a head or registered office in the United Kingdom

and is not dealing with UK customers, he will still need to be authorised if the activity is

carried on from an establishment maintained by him in the United Kingdom.

739. These provisions complement the so-called “inward” territorial scope of the Act, whereby

overseas persons who carry on regulated activities in the United Kingdom need to be regulated

unless an exemption or exclusion applies. The “inward” scope of the Act is implicit in the terms

of section 19, but it may also be further amplified or restricted by the order to be made under section

22.

Section 419: Carrying on regulated activities by way of business

740. This section allows the Treasury to make orders to define “carrying on a regulated activity by

way of business” for the purposes of section 22. This would, for example, allow special provision

to be made in the case of occupational pension schemes, as under the FS Act 1986. The section

would also enable different provision to be made in the case of different activities, if that was

thought to be desirable in the light of the slightly different tests which apply under the existing

legislation.

Section 420: Parent and subsidiary undertaking

741. The definitions of parent and subsidiary undertaking for the purposes of the Act are consistent

with the definitions used in the single market directives.

742. Although individuals are not themselves “undertakings”, it is possible for an individual to

have a relationship with an undertaking which would be classified as a parent/subsidiary relationship

if they were an undertaking. Subsection (2) clarifies that for the purposes of the Act such an

individual is to be included as a parent undertaking. The undertaking with whom the individual

has a parent/subsidiary relationship is to be included as a subsidiary undertaking.

743. Subsection (2) also extends the definitions in relation to EEA bodies to cover any undertaking

which would be treated as a parent or subsidiary undertaking under the law of the EEA state where

the body is established.

PART XXX: SUPPLEMENTAL

Financial Services and Markets Act 2000 Page 1119
744. This Part contains various supplemental provisions. For example, provisions as to Parliamentary

control over statutory instruments and provisions enabling the Treasury to make transitional

provisions and consequential amendments. It also determines the name by which the Act may be

cited.

Section 426: Consequential and supplementary provision

745. This section confers on Ministers of the Crown a power, exercisable by order, to make

incidental, consequential, transitional or supplemental provisions. The provisions which may be

made include ones which appear to the Ministers to be necessary or expedient in order to give full

effect to the Act. This power will be used in particular to make consequential amendments and

repeals to other legislation when the Act is brought into force.

Section 427: Transitional provisions

746. This section amplifies the power conferred on Ministers of the Crown by section 426, permitting

an order under that section may make particular provision in respect of transitional matters or

savings. The complexity of the transition to the regulatory regime to be established under this Act

is such that it may be necessary to make provisions of the kinds described in this section which

might not otherwise fall within the scope of section 426.

747. For example, subsection (2)(a) makes clear that an order under section 426 could provide for

a person authorised under predecessor arrangements to have permission from the day the relevant

provisions of this Act come into force to continue to carry on the activities permitted by the

authorisation from the predecessor regulator. An order under section 426 may also make provision

for the continuation of rules and regulations. It is expected that most rules made by the Authority

will be new rules made for the purposes of the Act. However, there may be a need for the

continuation of rules under previous legislation, at least for a transitional period. This section will

enable the Authority to be given power to carry forward such rules and regulations which it could

make under this Act. This section also provides that an order under section 426 may deal with

disciplinary cases in train on the day of commencement, and for transitional provisions to be made

in respect of ombudsman and compensation schemes.

Section 429: Parliamentary control of statutory instruments

748. This section sets out the procedure for making statutory instruments under the powers in the

Act. Most of the powers to make orders and regulations under the Act are subject to the negative

resolution procedure. The power to appoint a day for the commencement of particular provisions

of the Act under section 431(2) is not subject to Parliamentary control. However, the affirmative

procedure applies to the following powers:

• the power initially to set the definition, or to extend the scope of, regulated activities under

section 22(1) (the type of affirmative procedure applicable to this power is set out in

paragraph 26 of Schedule 2);

• the power initially to specify the matters set out in section 21(4), (5), (9) and (10) (the

meaning of certain elements of the basic restriction on financial promotion and the exceptions

from that restriction);

• any subsequent exercise of the power to specify the matters dealt with in section 21(4)

and (5) (the meaning of certain elements of the basic restriction on financial promotion)

which has the effect of extending that restriction so as to apply in circumstances in which

it did not previously apply;

Financial Services and Markets Act 2000 Page 1120
• the power to add to the activities and investments that are “controlled” for the purposes

of section 21;

• the power under section 38, when it is first used, and any subsequent exercise of the power

that has the effect of restricting or removing an exemption previously conferred by an order

under section 38;

• the power to set the scope of price stabilising rules under section 144(4);

• the power under section 192(b) to vary, remove from or add to the cases in which a person

has control for the purposes of Part XII and the equivalent power in section 192(e) in relation

to the meaning of “controller” in section 422;

• the power under section 236(5) to amend the definition of open-ended investment company;

• the power for the establishment and regulation of collective investment schemes in Great

Britain taking the form of oeics under section 262;

• the power initially to determine the circumstances in which the carrying on of regulated

activities by members of the professions is subject to the arrangements set out under section

326(1) and restriction of exemption from the general prohibition under section 327(6)) and

any subsequent exercise of those powers so as to restrict those circumstances;

• the power under section 404 authorising a scheme for reviewing past business;

• an order under section 419 defining the business test; and

• the power under paragraph 1 of Schedule 8 to allow any exercisable function conferred

on the competent authority to be transferred in order for another person to exercise that

function.

SCHEDULE 1: THE FINANCIAL SERVICES AUTHORITY

749. Part I of this Schedule sets out requirements for the Authority's constitution and imposes

certain obligations on it. Part II deals with the status of the Authority. Parts III and IV concern the

Authority's powers to raise fees and impose penalties and certain other matters. Part IV gives the

Authority and those who work for it limited immunity from suit.

Part I: General

Paragraph 2: Constitution

750. This paragraph requires the Authority to have a chairman and a governing body which includes

the chairman. Both the chairman and the members of the governing body must be appointed and

be liable to removal from office by the Treasury.

751. Sub-paragraph (4) provides for the acts of the Authority still to be valid irrespective of a

vacancy in the office of chairman or any defect in an appointment to the governing body. This is

to prevent the Authority's rules, and any action it takes in pursuit of its functions, being rendered

invalid purely as a result of such a vacancy or defect.

Paragraph 3: Non-executive members of the governing body

752. This paragraph provides that the Authority's governing body must include a majority of

non-executive members and requires there to be a committee of the non-executive members of the

governing body, the chairman of which is to be appointed by the Treasury.

Paragraph 4: Functions of the non-executive committee

753. The functions of the non-executive members are not restricted by the non-executive committee.

The non-executive committee has three specified functions. These are:

Financial Services and Markets Act 2000 Page 1121
• keeping under review the efficiency and economy with which the Authority uses its

resources;

• keeping under review its internal financial controls; and

• determining the remuneration of the chairman and the executive members of the governing

body.

754. The committee's function of keeping the Authority's economic and efficient use of its resources

under review must be undertaken by the whole committee. However, the function of reviewing

internal financial controls and determining the remuneration of the chairman and executive members

of the governing body may be performed by a sub-committee.

Paragraph 5: Arrangements for discharging functions

755. This paragraph allows the Authority's functions, with the exception of its legislative functions,

to be delegated below the level of the governing body. The legislative functions are rule-making,

giving general guidance, issuing statements, issuing codes, and giving directions.

Paragraph 6: Monitoring and enforcement

756. This paragraph requires the Authority to maintain arrangements for monitoring compliance

with, and enforcing requirements imposed by or under, the Act. The Authority may arrange for

monitoring, but not enforcement, to be delegated to another body or person which it believes is

competent, which might include, for example, a professional body. If it does so, the Authority

remains responsible for ensuring that proper monitoring arrangements are in place.

Paragraph 7: Arrangements for the investigation of complaints

757. The Authority is required to put in place a scheme, the “complaints scheme”, for the prompt,

independent investigation of complaints made against it. These might typically be complaints about

maladministraton by the Authority.

758. Sub-paragraphs (1), (2) and (3) require the Authority to establish a complaints scheme and

appoint an independent investigator, whose appointment and removal will be subject to the approval

of the Treasury.

759. Sub-paragraph (4) requires the investigator be appointed on terms and conditions reasonably

designed to ensure his independence from the Authority and to ensure that complaints will be

investigated under the scheme without favouring the Authority.

760. Sub-paragraphs (5) to (9) and (14) provide for the Authority to consult on its proposals for

the complaints scheme.

761. Sub-paragraph (10) to (13) provide that the Authority is required to publish details of the

complaints scheme and the powers of the independent investigator. The Authority may charge a

reasonable fee for providing a person with a copy of details published under this paragraph.

Paragraph 8: Investigation of complaints

762. This paragraph is concerned with the operation of the complaints scheme. The Authority may

decide not to investigate a complaint in accordance with the scheme where it considers that the

complaint would more appropriately be dealt with in another way, for example by reference to the

Tribunal.

763. Under sub-paragraph (2), the Authority is required to ensure that the independent investigator

has the means at his disposal to conduct a full investigation of complaints referred to him, and the

Financial Services and Markets Act 2000 Page 1122
investigator can publish his report if he considers that the matter ought to be brought to the attention

of the public. The investigator may, under sub-paragraphs (3) and (4), choose to investigate

complaints in accordance with the scheme which the Authority has, itself, declined to pursue. If a

report is critical of the Authority, sub-paragraphs (6) and (7) require the Authority to inform the

investigator and the complainant of the steps it proposes to take in response, and the investigator

may require the Authority to publish all or part of that response. Sub-paragraph (5) requires that

the scheme allows the investigator to recommend that the Authority makes a compensatory payment

to the complainant or remedies the matter, or both. Sub-paragraph (9) prevents an officer or employee

of the Authority from investigating a complaint on the investigator's behalf.

Paragraph 9: Records

764. The Authority must have satisfactory arrangements for recording its decisions and for the

safe-keeping of those records which it considers should be preserved.

Paragraph 10: Annual report

765. This requires the Authority to report at least once a year to the Treasury on the discharge of

its functions and, in particular, the extent to which the statutory objectives have been met and its

regulatory principles under section 2(3) have been taken into account and such other matters as

directed by the Treasury. It also requires the Treasury to lay the report before Parliament.

766. Sub-paragraph (2) requires that the report of the Authority must be accompanied by a report

by the non-executive members of the governing body and allows the Treasury to direct that any

other reports or information, including material prepared by third parties such as an auditor's report,

also accompany it.

767. Sub-paragraphs (4) to (6) allow the Treasury to direct the Authority to comply with provisions

of the Companies Act which would otherwise not apply to it dealing with accounts and their audit.

The direction may modify provisions under that Act in their application to the Authority. This is

to ensure that the Authority is required to prepare audited accounts which are open to inspection

irrespective of any exemptions which are made under that Act which would otherwise apply to the

Authority.

Paragraph 11: Annual public meeting

768. The Authority must hold an annual public meeting to consider the most recent report of the

Authority, within three months of its publication. The meeting should allow for a general discussion

of the contents of the annual report and give those attending an opportunity to put questions to the

Authority on the discharge of its functions. Paragraph 12 requires the Authority to publish a report

of the proceedings of the meeting.

Part II: Status

Paragraphs 14 and 15: Exemption from requirement of “limited” in Authority's name

769. The Authority is a company limited by guarantee. These paragraphs exempt the Authority

from having to include “limited” in its name, as would normally be required under the Companies

Act. They also provide for the Secretary of State to remove that exemption if it is inappropriate for

it to continue.

Part III: Fees

Paragraph 16: Penalties

Financial Services and Markets Act 2000 Page 1123
770. This paragraph provides that in determining its policy with regard to the level of penalties to

impose under powers in the Act, the Authority may take no account of its expenses or anticipated

expenses. It clarifies that there is to be no link or incentive to fund the Authority by levying penalties

on the regulated community.

771. Sub-paragraph (2) requires the Authority to operate a scheme to ensure that penalties paid to

the Authority are to be applied for the benefit of authorised persons. The Authority is required to

consult on these arrangements.

Paragraph 17: Fees

772. This provides for a rule-making power for the Authority to raise fees for what it does in the

discharge of its functions under the Act. It may use the fees to meet its expenses, to repay borrowing

incurred in preparing for the assumption of functions under the Act and by virtue of the Bank of

England Act 1998 and to maintain adequate reserves.

773. The Authority may not take into account any penalties which it has received, or expects to

receive, in setting the fees under the Act.

Paragraph 18: Services for which fees may not be charged

774. Fees may not be charged when a person gives notice of their intention to exercise passporting

rights under Schedule 3 or to persons approved under the employed persons regime in Part V.

Part IV: Miscellaneous

Paragraph 19: Exemption from liability in damages

775. This paragraph provides immunity for the Authority and its staff from actions for damages

except where they act in bad faith or where damages are sought under the Human Rights Act 1998.

Similar immunity is granted to the independent investigator appointed under paragraph 7.

Paragraph 20: Disqualification for membership of House of Commons

776. Serving members of the Authority's board are disqualified from membership of the House of

Commons. Paragraph 19 makes similar provision in respect of the Northern Ireland Assembly.

Provision in respect of the Scottish Parliament and the Welsh Assembly are made respectively in

the Scotland Act 1998 and the Government of Wales Act 1998.

SCHEDULE 2: REGULATED ACTIVITIES

777. This Schedule does not define what activities are regulated under the Act. The regulated

activities will be those activities which are prescribed using the power conferred by section 22.

The Schedule sets out a list of “activities” and “investments” which, together, indicate the broad

scope of activities which are potentially regulated under the Act. The scope of the Act is not strictly

limited by the Schedule, but rather by the overall object and purpose of the Act. However, the

general nature of the activities set out in the Schedule serves to inform and therefore indirectly

limit the extent of the Treasury's power to bring further activities within the scope of the Act.

778. It is within this overall object and purpose that the power under section 22 to prescribe the

regulated activities operates. Orders made under that section will be an exhaustive statement of the

regulated activities.

779. The Schedule is in three parts. The first Part describes certain activities which when carried

on in relation to “investments” may be regulated. The second describes the “investments”. The

third makes further provisions as to the scope of the order-making power under section 22.

Financial Services and Markets Act 2000 Page 1124
780. The activities, which in each case include offering or agreeing to carry on the activity as well

as actually carrying it out, are:

• dealing in investments, which includes buying, selling, subscribing for or underwriting

investments. It covers a person acting as either principal or agent. In relation to insurance,

dealing also includes carrying out a contract of insurance;

• arranging deals in investments on behalf of others, or making arrangements which enable

other persons to deal;

• accepting deposits;

• safeguarding or administering assets for another person, or arranging for their assets to

be safeguarded or administered;

• managing assets on behalf of another person, where those assets are or may include

investments;

• giving advice on the buying, selling, subscribing for or underwriting of an investment or

about the exercise of any right conferred by an investment to buy or sell, subscribe or

otherwise convert an investment (examples of conversions on which advice might be given

would include a corporate bond which, in certain circumstances, could be converted into,

or redeemed in return for, a share of the equity in the company concerned);

• establishing, operating or winding up a collective investment scheme, including acting as

trustee, or depositary or sole director of certain types of scheme;

• sending, or causing to be sent, instructions by means of a computer based system as to

the transfer of investments. This element would cover computer-based clearing systems

such as that operated by CREST.

781. Part II of the Schedule is an indicative list of the investments relevant to the question whether

an activity could be brought within regulation under section 22. These are:

• stocks and shares in companies incorporated in the United Kingdom or elsewhere, or in

unincorporated bodies constituted under the law of any territory;

• instruments creating or acknowledging indebtedness, such as loan stock, certificates of

deposit, debentures and bonds, including debt issued by Governments, local authorities or

international organizations of which the United Kingdom or any other EU member State is

a member, such as the United Nations or the OECD;

• instruments, such as warrants, conferring a right to subscribe in other types of investment

(including investments which are not yet in existence or which, like ordinary shares in a

company, are not individually identifiable);

• instruments which confer contractual or property rights to underlying investments and

which can be traded or transferred without reference to the party holding the underlying

investments. Explicit inclusion of this element reflects the established practice whereby a

public issue of securities might be made by issuing the securities themselves to a third party,

which would issue certificates (which may confer only a proportionate property right to a

security) to the subscribing public, which are then tradable as if they were the underlying

securities themselves;

• units in, or securities issued by, collective investment schemes and open-ended investment

companies;

• options to buy or sell property;

• futures, which are contractual rights to buy or sell a commodity or property at a future

date and at a price agreed at the time that the contract is made (though the price might still

be contingent on other factors). This includes both bilateral “forward” contracts as well as

Financial Services and Markets Act 2000 Page 1125
standardized futures contracts traded on a futures exchange such as London International

Financial Futures Exchange (“LIFFE”);

• contracts for differences and other contracts whose value depends on fluctuations in the

value of some factor such as property or index, for example interest rate swaps;

• contracts of insurance;

• membership and potential membership of a Lloyd's syndicate and the underwriting capacity

of such a syndicate;

• deposits, that is contracts under which money is paid other than in return for goods or

services and on the basis that it will be repaid, with or without interest, on demand or at

some specified times or circumstances;

• loans secured on land, such as mortgages; and

• any other right or interest in any other investment.

782. Part III makes provision as to the scope of the order-making power under section 22. The first

order to be made under that section must be subject to an affirmative resolution procedure — that

is, it must be laid before Parliament after being made, and it will cease to have effect if it is not

approved by a resolution of each House within 28 days of being made. The same procedure will

apply where an order under section 22 has the effect of extending the scope of activities to be

regulated under the Act.

SCHEDULE 3: EEA PASSPORT RIGHTS

783. This Schedule gives effect in UK law to the single markets in banking, investment services

and insurance as provided for by the relevant directives: the 2nd Banking Co-ordination Directive,

the Investment Services Directive and the Life and Non-Life Directives.

784. Under the directives, credit institutions (a term embracing both banks and building societies),

investment firms and insurance companies (which includes friendly societies) with head offices in

any member State of EEA (that is the 15 States of the EU plus Norway, Iceland and Liechtenstein)

have rights to carry on certain activities in other member States by virtue of their home State

authorisation. These rights are often referred to as their “passport” and cover a range of financial

services (some of which may only be conducted by firms which are authorised under these

categories), which include deposit-taking, effecting and carrying out life or general insurance.

785. Under the 2nd Banking Co-ordination Directive, subsidiaries of credit institutions which meet

certain criteria set out in article 18(2) of that directive may also have passport rights, and are

therefore included in the definitions of “EEA firms” (persons from other member States who qualify

for the passport into the United Kingdom) and “UK firms” (persons established in the United

Kingdom who exercise their passport rights in other member States) in this Schedule.

786. The authorities in the member States, other than the home State, where these passporters are

carrying on business under their passports (referred to as the host State authorities) may only impose

limited regulations on the conduct of business under the passport, in accordance with the established

principle of the “general good”. This requires those rules to be proportionate, non-discriminatory

and non-duplicative of home State rules with equivalent effect. Conduct of business rules generally

come within the host State remit. The home State retains full responsibility for authorising the

passporting firms and conducting their overall prudential supervision (that is, supervising their

financial soundness and ensuring that they and their controllers are fit and proper to conduct such

business).

Financial Services and Markets Act 2000 Page 1126
787. The passport may be exercised in order to establish a permanent place of business, referred

to in the directives as a “branch” irrespective of the number of sites involved, or in order to provide

cross-border services without a permanent place of business. Indeed the passport may be exercised

in order to provide services, perhaps different services, by these two means in parallel.

788. The business activities covered by the passport do not necessarily correspond exactly to the

activities which are regulated under the law of any member State, although certain activities, such

as deposit-taking, insurance business or the core investment services defined under the Investment

Services Directive, must be regulated, and will all be regulated activities under the order made

under section 22. There are therefore activities for which firms may have rights to conduct in other

member States by virtue of the passport, but which are not necessarily central to the definition of

those firms which qualify for the passport. There may equally be activities which are covered by

the passport, but which are not regulated activities in every member State.

789. An example of an activity not regulated in every member State is lending. Lending, in

conjunction with deposit-taking, is a defining characteristic of what is a credit institution and

therefore of those who may qualify for passport rights under the 2nd Banking Co-ordination

Directive. However, the directives do not require that lending should be regulated, though they do

require the regulation of deposit-taking. The passport under that directive therefore not only covers

lending, but qualification for that passport depends on it being part of the business of the firm.

However, lending is not covered by the other directives (indeed, insurance companies are prohibited

from carrying on the business of lending unless it is ancillary to their insurance business) and it

does not need to be regulated by member States. It is not currently a regulated activity in the United

Kingdom, except to the extent that it falls within the scope of the CCA 1974.

790. This Schedule, in conjunction with section 31, therefore defines the firms from other EEA

member States, which may qualify for authorisation via this route, and the procedures which, in

accordance with the various directives, must be followed (see paragraphs 12 to 14 in Part II). An

EEA firm which fails to follow the correct notification procedure does not, however, commit an

offence and their contracts are not rendered unenforceable in consequence (see paragraph 16).

791. Part III of the Schedule gives effect to the outward passport entitlements of UK credit

institutions, investment firms and insurance companies. For the reasons referred to above, those

qualifying for the passport form a narrower class than all persons who have their head office in the

United Kingdom and who are authorised by virtue of having a Part IV permission. For example,

not all banks and building societies are necessarily credit institutions, though the vast majority are.

Equally the definition of an investment firm for the purposes of the Investment Services Directive

is restricted to a firm which is authorised to carry on the business of providing for third parties the

core services defined under that directive.

792. Paragraphs 19 and 20 set out the procedure and conditions on which the Authority may grant

the passport to those UK firms who qualify. A UK firm which fails to follow the required notification

procedures before establishing a branch or providing services in another member State commits

an offence under paragraph 21.

793. The Schedule also gives the Treasury powers to make regulations governing the continuing

regulation of both EEA firms and UK firms.

794. Paragraph 23 enables the Authority to intervene in respect of a UK firm's consumer credit

business in another member State. Paragraph 24 similarly enables the Authority to intervene in the

business carried on in other member States of subsidiaries qualifying for the outward passport under

Financial Services and Markets Act 2000 Page 1127
Article 18(2) of the 2nd Banking Co-ordination Directive. Such subsidiaries need not be authorised

persons in their own right.

SCHEDULE 4: TREATY RIGHTS

795. This Schedule gives effect in UK law to the rights of establishment and to provide services

of persons established in the other EEA States. These relate to rights which go beyond those which

are covered by the single market directives in banking, investment services and insurance (see

Schedule 3).

796. These rights allow persons who are authorised under the law of one member State to carry on

an activity in the other member States so long as the relevant law of the home State provides

equivalent protection to that of the host State and meets any EU minimum requirements applicable

in that area of law. These rights are given precise effect for many financial services firms through

the single market directives, and the member State laws giving national effect to them. However,

as explained in relation to Schedule 3, the directives do not cover the full range of financial services

or financial service providers. It is necessary, therefore, to provide an equivalent mechanism to

permit persons from other EU member States to exercise their Treaty rights in the absence of formal

directive passporting arrangements. The provisions in this Schedule, in conjunction with section

31, provide for that mechanism.

797. The Schedule does not seek to define the extent of Treaty rights, which are in any event the

subject of extensive and developing case law in the EU, but sets the conditions that must be met

for authorisation by this route in terms of the general principles described above. It requires home

State confirmation of a firm's home State authorisation and provides for the Treasury to take the

decision as to whether the particular laws of a particular member State provide the equivalent

protection required.

798. The firm is also required to give notice of their intention to exercise their Treaty rights and to

provide such information as the Authority may require. Failure to give proper notice is a criminal

offence, unless all reasonable precautions have been taken to avoid the commission of the offence.

It is also an offence knowingly or recklessly to provide false or misleading information.

SCHEDULE 5: PERSONS CONCERNED IN COLLECTIVE INVESTMENT SCHEMES

799. This schedule effectively deals with authorisation of collective investment schemes in two

circumstances:

• first, it affords authorisation to incoming passporters under the relevant directives, and

• second, it deals with authorisation for certain types of oeic. The Treasury may prescribe

additional conditions for qualification for automatic authorisation. A person who is authorised

under this Schedule has permission to carry on regulated activities in connection with the

scheme of which he is the operator or depositary.

SCHEDULE 6: THRESHOLD CONDITIONS

Part I: Part IVPermission

800. This Part sets out the minimum conditions against which an applicant for permission under

section 40 must be measured. Failure to meet one of the conditions is sufficient grounds for refusal

to grant permission or for granting permission for a narrower range or definition of regulated

activities than sought by the applicant. However, the fact that an applicant satisfies all the applicable

conditions in this Schedule does not confer any automatic right to permission. The Authority retains

some discretion to refuse an application even where all these conditions are satisfied.

Financial Services and Markets Act 2000 Page 1128
801. The conditions must also be met on an on-going basis by authorised persons and failure to

meet one of the conditions is sufficient grounds for the exercise by the Authority of its power to

vary an authorised person's permission under section 45, and through that power, its power to

withdraw an authorised person's authorisation under section 33. However, the Authority may, from

time to time, temporarily subordinate the need to ensure that the threshold conditions are met on a

continuous basis in line with its statutory objective of protecting consumers.

Paragraph 1: Legal Status

802. This paragraph sets out certain conditions for legal form. Section 40 allows for authorised

persons to be natural persons as well as companies, partnerships or other unincorporated associations.

However, not all these forms are acceptable under EC law for authorised persons carrying on certain

types of business.

803. Thus the effecting and carrying out of contracts of insurance is limited to bodies corporate,

registered friendly societies or members of Lloyd's insurance market, and only bodies corporate

or partnerships may accept deposits.

Paragraph 2: Location of offices

804. This paragraph implements the requirement under the Post-BCCI Directive (Council Directive

95/26/EEC of 29 June 1995) that persons covered by the single market directive should have their

head office in the country in which they have their registered office. It requires authorised persons

who are bodies corporate constituted under the law of any part of the United Kingdom, to have

their head office (that is, the main centre from which the firm is run) in the United Kingdom. If

they have a registered office, as most bodies corporate do, it must also be in the United Kingdom.

If the person does not have a registered office (for instance if he is an individual or an unincorporated

association) but his head office is in the United Kingdom, he must carry on authorisable business

in the United Kingdom. This requirement is aimed at ensuring that authorised persons organise

their business in a way that can be effectively supervised. A problem in the case of the failure of

BCCI was that it was incorporated in one State, Luxembourg, but had its head office in another,

the United Kingdom.

Paragraph 3: Close links

805. This paragraph requires the Authority to be satisfied that it can supervise an applicant or

authorised person effectively, taking into account the structure of the group to which they belong,

or the other firms to which they have relevant links, and the laws, regulations or administrative

provisions of any non-EEA country to which they may be subject.

806. “Close links”is defined in sub-paragraph (2) and this sets out the structures that are relevant

for these purposes. These cover the authorised person (or applicant), any parent undertaking or

subsidiary undertaking of theirs and certain undertakings connected to such parent or subsidiary.

In addition, the holding or control of 20 per cent of voting power by the authorised person (or

applicant) in another body, or such a holding or control of voting power in the authorised person

(or applicant), will constitute a close link for these purposes. These structures cover natural persons,

and other forms of associations; and in such cases the relevant links are to be understood as referring

to degrees of control that are equivalent.

Paragraph 4: Adequate resources

807. This paragraph requires the Authority to be satisfied that the applicant has adequate resources,

which has a wide meaning. The term adequate is intended to mean sufficient in terms of quantity,

Financial Services and Markets Act 2000 Page 1129
quality and availability, and resources is intended to include all material or financial resources, for

instance capital, provisions against liabilities, holdings of or access to cash and other liquid assets.

A person must also have effective means by which to manage risks. The Authority may take account

of a person's membership of a group in deciding whether it is satisfied that this condition is met.

Paragraph 5: Suitability

808. This paragraph requires the Authority to be satisfied that the person is “fit and proper” to be

permitted to carry on the relevant activities, taking account of connections with other persons, the

range and nature of regulated activities he carries on (or proposes to carry on), and the overall need

to be satisfied that his affairs are and will be soundly and prudently managed.

Part II: Authorisation

809. This Part provides that the threshold conditions set out in paragraphs 1 to 5 are relevant to any

additional Part IV permissions held, or applied for, by EEA or Treaty firms. However, the conditions

are not relevant to an EEA or Treaty firm's qualification for authorisation under Schedules 3 or 4.

Part III: Additional conditions

810. This Part enables the Authority to specify additional conditions for an applicant for authorisation

with a head office outside the EEA and who seeks to carry on regulated activities in relation to

insurance business. Paragraph 9 confers a power on the Treasury to amend the threshold conditions

by order.

SCHEDULE 7: THE AUTHORITY AS COMPETENT AUTHORITY FORPART VI

Paragraph 1: General

811. This paragraph applies the provisions of the rest of the Act to the Authority, with certain

modifications, when it is exercising the competent authority function. The remaining provisions

of the Schedule set out what these modifications are.

Paragraph 2: The Authority's general functions

812. This paragraph disapplies the Authority's general duties under section 2 by ensuring that the

definition of its general functions in section 2(4) does not include functions of the competent

authority under Part VI. (Section 2(4)(b) is not mentioned since the competent authority does not

have a statutory function of making codes.) However the competent authority is placed under a

separate obligation, by section 73, to follow analogous principles.

Paragraph 3: Duty to consult

813. This paragraph disapplies section 8 which places a duty on the Authority to make arrangements

for consulting practitioners and consumers. The competent authority already has a listing committee

which it consults and which the Authority has said will continue in operation following the transfer

of functions from the Stock Exchange to the Authority.

Paragraph 4: Rules

814. Under this paragraph, section 155, which relates to consultation on rules, is applied with

appropriate modifications to the listing rules made by the competent authority.

Paragraph 5: Statements of policy

815. This paragraph deals with statements of policy made by the competent authority under section

93. It has the effect of requiring that when the Authority publishes such statements, it must not

Financial Services and Markets Act 2000 Page 1130
delegate this function, but must act through its governing body, as provided for in paragraph 5 of

Schedule 1.

Paragraphs 6 and 7: Penalties and fees

816. This paragraph disapplies provisions of Schedule 1 which would otherwise apply to the

imposition of penalties by the competent authority, because these matters are provided for separately

in section 100. Similar provision is also made, in paragraph 17 of Schedule 1, in relation to the

charging of fees for which separate provision for the competent authority is made in section 99.

Paragraph 8: Exemption from liability in damages

817. The competent authority has exemption from liability in damages under section 102 and

accordingly this paragraph modifies paragraph 19 of Schedule 1 which deals with similar issues

for the Authority in its general regulatory role.

SCHEDULE 8: TRANSFER OF FUNCTIONS UNDERPART VI

818. The provisions of this Schedule allow the Treasury to transfer some or all of the competent

authority functions to another body if it is in the public interest. Three specific grounds covering

the performance of the functions and competition issues are set out in paragraph 1(2). These are

particular situations in which the Treasury consider that they might exercise the power to transfer

functions. The purpose of setting out these particular examples of public interest grounds in the

legislation is to provide more certainty in this area. Any order the Treasury makes under this

Schedule would be subject to debate in both Houses of Parliament. This is provided for in section

429(1)(b).

SCHEDULE 9: NON-LISTING PROSPECTUSES

819. This Schedule applies the provisions of Part VI so that they apply in relation to a non-listing

prospectus as they apply to listing particulars. It makes a number of changes to those provisions to

deal with the fact that securities which are the subject of non-listing prospectuses are not admitted

to listing.

SCHEDULE 10: COMPENSATION: EXEMPTIONS

820. This Schedule sets exemptions from the liability to pay compensation for false or misleading

particulars in certain circumstances under section 90. Paragraph 5 provides that a person is not

liable to pay compensation for loss resulting from a statement in the listing particulars which

reproduces a statement made, for example, in a public official document. Paragraph 6 provides that

there is also no liability if the person against whom action is taken satisfies the court that the person

who acquired securities did so in the knowledge that a statement in the listing particulars was false

or misleading. In such a case the person suffering the loss would not have been misled.

SCHEDULE 11: OFFERS OF SECURITIES

821. In accordance with EC law requirements, section 84 requires a prospectus to be approved and

published where any person offers securities to the public in the United Kingdom for the first time

and when an application for listing has been made. Section 103 provides that whether securities

are offered to the public in the United Kingdom is to be determined in accordance with the

requirements of this Schedule. This Schedule therefore defines an offer to the public, subject to

certain exemptions which are set out in accordance with derogations in EC law.

SCHEDULE 12: TRANSFER SCHEMES: CERTIFICATES

Financial Services and Markets Act 2000 Page 1131
822. The Schedule sets out the details of the certificates which the court must be satisfied, under

section 111(2)(a), have been obtained.

823. Part I deals with insurance business transfers. The certificate requirements are all necessary

to implement the insurance directives. For all insurance business transfers, a solvency margin

certificate is required under paragraph 2. This certifies that the transferee has the necessary margin

of solvency (defined in sub-paragraph 2(4)). It must be issued by the home State regulator in the

case of an EEA firm under Schedule 3, the Swiss supervisory authorities in the case of a Swiss

insurance company, and the Authority in all other cases.

824. If the transfer concerns a UK authorised person authorised under the insurance directives and

the business to be transferred is conducted from a branch in another member State, a certificate is

needed under paragraph 3 to the effect that the host State regulator has been duly notified and has

responded (or the 3 month period allowed for response under the directives has elapsed).

825. If the transfer is of business which relates to the effecting and carrying out of long-term

insurance (other than reinsurance policies) involving policyholders from other member States, and

it involves a UK authorised person authorised under the First Life Directive, then a certificate is

needed under paragraph 4 to the effect that the relevant authorities for those other member States

have been duly notified and have consented (or the 3 month period allowed for response under the

directives has elapsed).

826. If the transfer concerns a UK authorised person authorised under the First Non-Life Directive,

and the business to be transferred is business which relates to the effecting and carrying out of

contracts of general insurance which includes policies (other than reinsurance policies) concerning

risks arising in other member States, a certificate is needed under paragraph 5 to the effect that the

relevant authorities for those other member States have been duly notified and have consented (or

the 3 month period allowed for response under the directives has elapsed).

827. Part II deals with banking business transfers. All such transfers require a financial resources

certificate under paragraph 8. This certifies that the transferee has or will have adequate financial

resources. It must be issued by the “relevant authority”. In a case where the transferee is a person

authorised under Part IV or Schedule 4, this is the Authority. Where the transferee is an EEA firm

under Schedule 3 it is the home State regulator. Where the transferee is neither, it is the relevant

authority in the place in which the transferee has its head office.

828. If either the transferor or transferee is an EEA firm under Schedule 3, a certificate is also

required under paragraph 9 to the effect that the home State regulator has been duly notified and

has responded (or the 3 month period allowed for response under that paragraph has elapsed).

SCHEDULE 13: THE FINANCIAL SERVICES AND MARKETS TRIBUNAL

829. This Schedule makes provision further to that contained in Part IX as to the constitution and

operation of the Tribunal.

Paragraph 2: President

830. This paragraph requires the Lord Chancellor to select one of the members of the panel of

chairmen, with qualifications as specified in paragraph 2(5), to be the President of the Tribunal.

Apart from his general responsibility for the Tribunal's functions under paragraph 2, it is the

President's responsibility under paragraph 7 to establish standing arrangements for the selection of

panel members to sit on the Tribunal to hear particular cases. The standing arrangements must

provide for the selection of at least one member of the panel of chairmen in each reference to the

Financial Services and Markets Act 2000 Page 1132
Tribunal, but may in addition provide for the selection other members of either panel. The Tribunal

is empowered to appoint experts to assist it where necessary under paragraph 7(4). Paragraph 2

gives the Lord Chancellor the power to appoint a Deputy President, in addition to a President. If

appointed, the Deputy President is to have such functions in relation to the Tribunal as the President

may assign to him, and he is able to exercise any function of the President where the President is

absent or otherwise unable to act.

Paragraph 3: Panels

831. This paragraph requires the Lord Chancellor to appoint the members of two panels, defined

in paragraph 1 as the “panel of chairmen” and the “lay panel”, from which members of the Tribunal

for a particular case will be drawn. Members of the former must have appropriate legal qualifications

as specified in paragraph 3(2), at least one being suitably qualified in Scotland.

Paragraph 4: Terms of office

832. This paragraph provides that the terms of office of the panel members (including the President

and any Deputy President) are to be determined by the terms on which they are appointed by the

Lord Chancellor. The Lord Chancellor is also to have the power to remove them on grounds of

incapacity or misbehaviour. The President and panel members may resign at any time, and they

may be reappointed at the end of their terms. Paragraph 5 gives the Lord Chancellor similar powers

to determine the remuneration of such persons and gives the Lord Chancellor the power to retain

and pay administrative staff to support the Tribunal and to meet other expenses.

Paragraphs 8 to 10: Sittings and procedure

833. This paragraph indicates some of the matters concerning the conduct of cases referred which

may be determined by rules made by the Lord Chancellor under section 132. As section 132(4)

provides, this list does not limit the Lord Chancellor's powers. Under paragraph 8, the Tribunal

must sit at such times and in such places as the Lord Chancellor may direct. Paragraph 10 enables

the President of the Tribunal to give directions as to the practices and procedures to be followed

by the Tribunal.

Paragraph 11: Evidence

834. This paragraph sets out the powers of the Tribunal to require people to attend and give evidence,

or produce documents, and makes it a criminal offence not to comply without reasonable excuse.

The statutory maximum fine for which a person can be liable on summary conviction is currently

£5,000.

Paragraph 12: Decisions of Tribunal

835. Under this paragraph the Tribunal may reach a decision unanimously or by majority, but must

indicate which was the case in the document which it is obliged to issue setting out its decision.

This document must include a statement of its reasons, and a copy must be sent to each party to

the reference.

Paragraph 13: Costs

836. The Tribunal will have discretion under paragraph 13 to award costs against any party to its

proceedings where the Tribunal considered that the party concerned had acted vexatiously,

frivolously or unreasonably. It will also have specific power to award costs against the Authority

where it considers the Authority's decision was unreasonable.

SCHEDULE 14: ROLE OF THE COMPETITION COMMISSION

Financial Services and Markets Act 2000 Page 1133
837. This schedule is concerned with the role of the Commission. It is introduced by section 162.

Paragraph 1: Provision of information by Treasury

838. This paragraph provides that the Treasury may give information and assistance to the

Commission on matters falling within the investigation. For example, the Treasury may wish to

tell the Commission about its view of the UK's international obligations in a particular area, or

gives its view of the systemic risk implications of changing regulating provisions or practices.

Paragraph 2: Consideration of matters arising on a report

839. This paragraph provides that the Commission has to have regard to any cost-benefit analysis

produced by the Authority on the regulating provisions or practices in question and to any

representations made by other persons with a substantial interest.

Paragraph 3: Applied provisions

840. This paragraph applies provisions of the Fair Trading Act 1973 and other competition legislation

which give the Commission powers to investigate and which make it an offence to provide false

or misleading information to the Commission.

Paragraph 4: Publication of reports

841. This paragraph concerns the publication of reports by the Commission. When it publishes a

report the Commission, like the DGFT under section 160, must so far as is practicable exclude any

matter which relates to the affairs of a person which might seriously prejudice that person's interests.

Sub-paragraph (4) provides that such information does not need to be excluded from the version

of the report which is required to be sent to the Director, the Treasury and the Authority under

section 162(10).

SCHEDULE 15: INFORMATION AND INVESTIGATIONS: CONNECTED PERSONS

842. Under section 165(7) the Authority may require information or documents from a person who

is connected with an authorised person, including, in addition to those listed in the section itself,

the persons related to an authorised person in any of the ways set out in this Schedule. These are:

• employees and agents of the authorised person;

• officers and managers if the authorised person is a body corporate, unincorporated

association, building society or friendly society;

• officers, managers and agents of the authorised person's parent undertakings, if the

authorised person is a body corporate; and

• managers and members, if the authorised person is a partnership.

843. In a similar way, section 171(4) enables investigators appointed to undertake investigations

under section 167 to require persons connected to the person under investigation to attend and

answer questions or provide information or documents. Again, this includes persons related to the

person under investigation in any of the ways set out above, plus persons who, at the time the

investigation is concerned with, were partners, managers, employees, agents, appointed

representatives, bankers, solicitors, accountants or actuaries of:

• the person being investigated;

• that person's parent undertaking or subsidiary;

• a fellow parent of a subsidiary of the person under investigation; or

• a fellow subsidiary of a parent undertaking of that person.

844. The terms “subsidiary undertaking” and “parent undertaking”are defined in section 420.

Financial Services and Markets Act 2000 Page 1134
SCHEDULE 16: PROHIBITIONS AND RESTRICTIONS IMPOSED BY THE DIRECTOR

GENERAL OF FAIR TRADING

845. This Schedule sets out the procedures the DGFT must follow when he exercises his powers

under sections 203 and 204 to impose a prohibition or a restriction, or vary an existing restriction

without the consent of the firm, on the conduct of consumer credit business by an EEA firm. This

procedure follows that which applies to the exercise of comparable powers in relation to persons

licensed under the CCA 1974. If the EEA firm is carrying on consumer credit business here without

a licence on the basis of its passport under the single market directives then the DGFT will need

to rely on the powers in sections 203 and 204 to control that business when necessary.

846. The first step is for the DGFT to inform the firm that he proposes to impose the prohibition

or restriction, or vary the existing restriction, and give the reasons for this. He has to allow the firm

at least 21 days to make representations, which may be made either in writing or orally.

847. The second step is for the DGFT, having taken account of any representations received, to

notify the firm of his decision and send a copy of the notification to the Authority and the firm's

home State regulator. If the DGFT decides to proceed with a prohibition, a new restriction or

variation of an existing one, he may also direct that the firm carries into effect credit agreements

made before such action came into force.

848. The firm may appeal against the DGFT's decision to the Secretary of State, under section 41

of the CCA 1974. This gives the Secretary of State discretion to dispose of such an appeal as he

thinks just (including making directions about payments of costs).

SCHEDULE 17: THE OMBUDSMAN SCHEME

849. This Schedule contains further details concerning the constitution and powers of the Financial

Services Ombudsman Scheme.

Paragraph 3: Constitution

850. This sets requirements as to the scheme operator's constitution. These include that the chairman

of the scheme operator must be appointed by the Authority with the approval of the Treasury. The

scheme operator must be independent of the Authority.

Paragraph 6: Status

851. This confirms that the scheme operator, its staff and the ombudsmen do not exercise their

functions on behalf of the Crown.

Paragraph 7: Annual Report

852. The scheme operator has to publish an annual report of its activities and also a report from

the Chief Ombudsman.

Paragraph 8: Guidance

853. The scheme operator can disseminate appropriate information free of charge. This could

include guidance on the scheme's procedures or advice on how to deal with disputes before coming

to the scheme.

Paragraph 9: Budget

854. In order for there to be external scrutiny of the scheme's finances, the scheme operator's budget

has to be approved by the Authority.

Financial Services and Markets Act 2000 Page 1135
Paragraph 10: Exemption from liability in damages

855. The efficient operation of the scheme could be significantly disrupted if its actions were subject

to frequent legal challenge. This paragraph provides immunity for the scheme operator and its staff

from actions for damages, similar to the immunity enjoyed by the Authority.

Paragraph 11: Privilege

856. This ensures that evidence produced during proceedings under the compulsory jurisdiction is

protected against actions for libel or slander.

Paragraph 13: Authority's procedural rules

857. This requires the Authority to make procedural rules for the operation of the compulsory

jurisdiction of the scheme. In respect of rules governing how authorised persons deal with complaints,

it extends the Authority's rule-making powers under Part X of the Act.

Paragraph 14: The scheme operator's rules

858. This requires the scheme operator to make other procedural rules for the compulsory

jurisdiction. It provides, in particular, for rules to be made which allow an ombudsman to dismiss

a complaint without consideration of its merits, for example where he deems the complaint to be

frivolous or vexatious, and for the early stages of the handling of a complaint, for example a

conciliation stage, to be handled by a member of the scheme operator's staff other than an

ombudsman.

Paragraph 18: Terms of reference to the scheme

859. This provides that the scheme operator has power to set terms of reference for its voluntary

jurisdiction dealing with matters for which rules may be made under the compulsory jurisdiction.

The terms of reference must be approved by the Authority.

Paragraph 19: Delegation by and to other schemes

860. Although the scheme is intended to cover most complaints relating to the financial services

industry, there is likely to be some continued overlap with other arrangements, for example in the

areas of pensions and consumer credit. The scheme would be able to agree with other schemes

which body should consider complaints within the voluntary jurisdiction. The arrangements must

be approved by the Authority.

SCHEDULE 20: TRANSITIONAL PROVISIONS AND SAVINGS

861. This schedule affects the provisions of the FS Act 1986 as they relate to recognition, supervision

and de-recognition of SROs under that Act. The Schedule allows the Treasury by order to designate

a date from which the amendments have effect for particular SROs which are recognised under the

FS Act 1986.

862. The independence of the Authority and the SROs from each other is an intrinsic feature of the

system established by the FS Act 1986. Under the new regime, however, the regulatory functions

performed by the SROs under the previous (FS Act 1986) regime pass to the Authority and it is

therefore necessary for the Authority to be able to take appropriate steps in preparation for that

transition. Were there any question whether transitional arrangements, by materially affecting the

independence of the SROs, called into doubt the validity of their recognition, that could in turn

cast doubt on the validity of the authorisation of firms authorised by virtue of their membership of

an SRO. This Schedule makes clear that these questions do not arise and removes any potential for

Financial Services and Markets Act 2000 Page 1136
doubt as to whether the SROs could continue to be recognised when they cease to be truly

independent of their regulator.

COMMENCEMENT

863. Certain provisions of the Act commence at Royal Assent. They are set out in section 431(1).

Other provisions will be brought into force by commencement order in due course.

HANSARD REFERENCES

864. The following table sets out the dates and Hansard references for each stage of this Act's

passage through Parliament.

Stage Date Hansard reference

House of Commons

Introduction 17 June 1999

Second reading 28 June 1999 Vol 334 Col2 34–111

Committee 6 July to 9 December 1999 Standing Committee A

Suspension motion 25 October 1999 Vol 336 Col 706–737

Reintroduction 18 November 1999

Report and third reading 27 January and 1 February 2000 Vol 343 cols 594–677 and 924–1016

House of Lords

Introduction 10 February 2000

Second reading 21 February 2000 Vol 610 Col 13–94

Vol 610 Cols 1684–1751 and 1769 to

1804. Vol 611 Cols 9–81, 88–134,

Committee 16, 20, 21, 27 and 30 March 2000

146–233, 249–264, 503–512, 526–576,

593–632, 912–981 and 997–1059

Vol 612 291–354, 561–639, 656–696,

1373–1387, 1396–1443 and 1457–1562

Report 13 and 18 April and 9 May 2000

Third reading 18 May 2000 Vol 613 Col 363–448

Commons' consideration of Lords' 5 June 2000 Vol 351 Col 38–133

amendments

Lords' consideration of Commons' 12 June 2000 Vol 613 Cols 1373–1393

amendments

Royal assent 14 June 2000

Financial Services and Markets Act 2000 Page 1137
Modifications

Whole Document European Communities (Lawyer's Practice) Regulations 2000/1119, Pt II reg. 14

Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(12)(a)

Financial Services and Markets Act 2000 (Official Listing of Securities)

(Transitional Provisions) Order 2001/2957, art. 13(8)(b)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

reg. 14(2)(a)

Pt I s. 2(3)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) Order 2001/1821, art. 3(4)

Pt I s. 5(3)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) Order 2001/1821, art. 3(4)

Pt I s. 10(7)

Financial Services and Markets Act 2000 (Mutual Societies) Order 2001/2617,

Sch. 2 para. 6

Pt I s. 12(3)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) Order 2001/1821, art. 3(4)

Pt I s. 14(5)

Pt I s. 17(2)-(3) Payment Services Regulations 2009/209, Pt 7 reg. 92(1)(c)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

reg. 14

Pt IA c. 1 s. 1B(5)(a)

Pt IA c. 1 s. 1L Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(2)

Pt IA c. 2 s. 2B(2)-(3) Financial Services and Markets Act 2000 c. 8, Pt XIX s. 314A(3)

Pt IA c. 2 s. 2C(1) Financial Services and Markets Act 2000 c. 8, Pt XIX s. 314A(4)

Pt IA c. 3 s. 3I Financial Services Act 2012 (Mutual Societies) Order 2013/496, Sch. 1 para. 4

Pt IA c. 3 s. 3I(4)(b) Financial Services and Markets Act 2000 c. 8, Pt XIX s. 314A(5)

Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions)

Order 2013/442, Pt 13 art. 69(2)

Pt IA c. 3 s. 3M(3)(d)

Pt II s. 26 Financial Services and Markets Act 2000 c. 8, Pt II s. 28(8)

Pt II s. 27 Financial Services and Markets Act 2000 c. 8, Pt II s. 28(8)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

2 art. 5(6)

Pt II s. 28

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) Order 2001/2657, Pt 2 art.

5(6)

Pt IV Financial Services and Markets Act 2000 c. 8, Pt X c. I s. 143(3)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(4)

Pt IV s. 42(3)-(5)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(3)

Pt IV s. 44-48

Financial Services and Markets Act 2000 (Permission and Applications) (Credit

Unions etc.) Order 2002/704, art. 7(2)

Pt IV s. 44

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 8(1)

Financial Services and Markets Act 2000 (Interim Permissions) Order 2001/3374,

art. 11(2)

Pt IV s. 45-48

Credit Institutions (Protection of Depositors) Regulations 1995/1442, Pt V reg.

49

Pt IV s. 45(1)

Financial Services and Markets Act 2000 Page 1138
Credit Institutions (Protection of Depositors) Regulations 1995/1442, Pt V reg.

49

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 8(1)

Pt IV s. 45(1)-(1)(a)

Financial Services and Markets Act 2000 (Permission and Applications) (Credit

Unions etc.) Order 2002/704, art. 7(2)

Pt IV s. 45(1)(a)

Financial Services and Markets Act 2000 (Permission and Applications) (Credit

Unions etc.) Order 2002/704, art. 7(2)

Pt IV s. 45(1)(c)-(d)

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 8(1)

Pt IV s. 45(1)(c)-(2)

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 5(4)

Pt IV s. 45(1)(d)

Financial Services and Markets Act 2000 (Permission and Applications) (Credit

Unions etc.) Order 2002/704, art. 7(2)

Pt IV s. 45(1A)-(5)

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 8(1)

Pt IV s. 45(3)-(5)

Financial Services and Markets Act 2000 (Permission and Applications) (Credit

Unions etc.) Order 2002/704, art. 7(2)

Pt IV s. 46-50

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 8(1)

Pt IV s. 46-48

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 8(1)

Pt IV s. 49(1)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(3)

Pt IV s. 50

Financial Services and Markets Act 2000 (Interim Permissions) Order 2001/3374,

art. 11(2)

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 8(1)

Pt IV s. 50(2)

Financial Services and Markets Act 2000 (Permission and Applications) (Credit

Unions etc.) Order 2002/704, art. 7(2)

Pt IV s. 51(2)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(3)

Pt IV s. 52-V s. 56

Financial Services and Markets Act 2000 (Interim Permissions) Order 2001/3374,

art. 11(2)

Pt IV s. 52-55

Financial Services and Markets Act 2000 (Permission and Applications) (Credit

Unions etc.) Order 2002/704, art. 7(2)

Pt IV s. 52-V s. 56

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 8(1)

Pt IV s. 52-V s. 58

Financial Services and Markets Act 2000 (Transitional Provisions) (Partly

Completed Procedures) Order 2001/3592, Pt II(I) art. 9(2)(a)

Pt IV s. 52(1)

Financial Services and Markets Act 2000 Page 1139
Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9E(3)

Pt IV s. 54

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9E(3)

Pt IV s. 55(2)

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 5

Pt IVA s. 55J(1)

Credit Institutions (Protection of Depositors) Regulations 1995/1442, Pt V reg.

49

Pt IVA s. 55J(1)(d)

Credit Institutions (Protection of Depositors) Regulations 1995/1442, Pt V reg.

49

Pt IVA s. 55L(2)(d)

Credit Institutions (Protection of Depositors) Regulations 1995/1442, Pt V reg.

49

Pt IVA s. 55M(2)(d)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(4)

Pt V s. 56(8)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(3)

Pt V s. 60

Financial Services and Markets Act 2000 (Permission and Applications) (Credit

Unions etc.) Order 2002/704, art. 7(2)

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 8(1)

Pt V s. 60-63

Financial Services and Markets Act 2000 (Transitional Provisions) (Partly

Completed Procedures) Order 2001/3592, Pt V(I) art. 49(3)

Pt V s. 61(3)

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 6(3)

Pt V s. 63(1)

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 2 art. 2(2)

Pt V s. 63A-63C

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 2 art. 2(3)

Pt V s. 63A(4)

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 2 art. 2(4)

Pt V s. 63A(5)

Pt V s. 66 Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 1(a)

Electronic Money Regulations 2011/99, Sch. 3(1) para. 1

Pt V s. 66-68 Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(3)

Pt V s. 66 Financial Services and Markets Act 2000 c. 8, Pt X c. I s. 143(3)

Payment Services Regulations 2009/209, Sch. 5(1) para. 1

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 1(a)

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 2 art. 3(3)(a)

Pt V s. 66(2)-(2A)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

3 art. 9(3)

Pt V s. 66(3)

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 2 art. 3(3)(b)

Pt V s. 66(4)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 1(b)

Pt V s. 67

Financial Services and Markets Act 2000 Page 1140
Pt V s. 69-70 Credit Rating Agencies Regulations 2010/906, Pt 6 reg. 22(1)

Pt V s. 69(9) Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 1(b)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 1(c)

Pt VI Financial Services and Markets Act 2000 c. 8, Pt VI s. 86

Financial Services and Markets Act 2000 c. 8, Pt VI s. 86(1)

Public Offers of Securities Regulations 1995/1537, Sch. 4(I) para. 4

Pt VI s. 80 Financial Services and Markets Act 2000 c. 8, Sch. 9 para. 3

Public Offers of Securities Regulations 1995/1537, Sch. 4(I) para. 4

Financial Services and Markets Act 2000 (Official Listing of Securities)

(Transitional Provisions) Order 2001/2957, art. 6(2)

Pt VI s. 81

Public Offers of Securities Regulations 1995/1537, Sch. 4(I) para. 4

Pt VI s. 81(1) Financial Services and Markets Act 2000 c. 8, Sch. 9 para. 4

Financial Services and Markets Act 2000 (Official Listing of Securities)

(Transitional Provisions) Order 2001/2957, art. 10(3)

Pt VI s. 89(2)-(4)

Pt VI s. 90(3) Public Offers of Securities Regulations 1995/1537, Sch. 4(I) para. 4

Financial Services and Markets Act 2000 (Official Listing of Securities)

(Transitional Provisions) Order 2001/2957, art. 11(4)

Pt VI s. 91(6)-(7)

Financial Services and Markets Act 2000 (Official Listing of Securities)

(Transitional Provisions) Order 2001/2957, art. 11(3)

Pt VI s. 92(1)

Financial Services and Markets Act 2000 (Official Listing of Securities)

(Transitional Provisions) Order 2001/2957, art. 11(3)

Pt VI s. 92(3)-(4)

Financial Services and Markets Act 2000 (Official Listing of Securities)

(Transitional Provisions) Order 2001/2957, art. 11(3)

Pt VI s. 92(6)-(7)

Pt VI s. 98(1) Financial Services and Markets Act 2000 c. 8, Sch. 9 para. 6

Pt VIII s. 118 Recognised Auction Platforms Regulations 2011/2699, Sch. 1 para. 1

Pt VIII s. 118A Recognised Auction Platforms Regulations 2011/2699, Sch. 1 para. 2

Pt VIII s. 118B Recognised Auction Platforms Regulations 2011/2699, Sch. 1 para. 3

Pt VIII s. 118C Recognised Auction Platforms Regulations 2011/2699, Sch. 1 para. 4

Pt VIII s. 119(2) Recognised Auction Platforms Regulations 2011/2699, Sch. 1 para. 5

Pt VIII s. 124(2) Recognised Auction Platforms Regulations 2011/2699, Sch. 1 para. 6

Pt VIII s. 130A Recognised Auction Platforms Regulations 2011/2699, Sch. 1 para. 7

Dunfermline Building Society Independent Valuer Order 2009/1810, Pt 5 art.

14(1)(a)

Pt IX

Electronic Commerce Directive (Financial Services and Markets) Regulations

2002/1775, Pt 4 reg. 12(4)

Pt IX s. 132-133

Pt IX s. 133-136 Bradford & Bingley plc Compensation Scheme Order 2008/3249, Sch. 1 para. 1

Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(2) para. 7

Pt IX s. 133 Dunfermline Building Society Independent Valuer Order 2009/1810, Pt 5 art. 16

Dunfermline Building Society Independent Valuer Order 2009/1810, Pt 5 art. 17

Electronic Money Regulations 2011/99, Sch. 3(1) para. 2(a)

Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(4)

Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions)

Order 2013/442, Pt 4 art. 12(2)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 8(3) art. 55(3)

Financial Services and Markets Act 2000 Page 1141
Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 10(6)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 11(6)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) Order 2001/2657, Pt 4 art.

10(6)

Pt IX s. 133-(9)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) Order 2001/2657, Pt 4 art.

11(6)

Pt IX s. 133

Financial Services and Markets Act 2000 (Transitional Provisions) (Authorised

Persons etc.) Order 2001/2636, Pt IV art. 58(6)

Financial Services and Markets Act 2000 (Transitional Provisions) (Partly

Completed Procedures) Order 2001/3592, Pt VI(I) art. 62(2)

Financial Services and Markets Act 2000 (Transitional Provisions) (Partly

Completed Procedures) Order 2001/3592, Pt VI(III) art. 79(2)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 9 reg. 31(2)

Money Laundering Regulations 2007/2157, Sch. 5(1) para. 2

Pt IX s. 133-133B Money Laundering Regulations 2007/2157, Sch. 5(1) para. 2

Pt IX s. 133 Northern Rock plc Compensation Scheme Order 2008/718, Sch. 1 para. 1

Payment Services Regulations 2009/209, Sch. 5(1) para. 2

Transfer of Funds (Information on the Payer) Regulations 2007/3298, Sch. 2 para.

1

Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions)

Order 2013/442, Pt 4 art. 13(2)

Pt IX s. 133(2) definition of "the

decision maker"

Pt IX s. 133(7A) Electronic Money Regulations 2011/99, Sch. 3(1) para. 2

Pt IX s. 133(9) Banking Act 2009 c. 1, Pt 5 s. 202(3)(b)

Friendly Societies Act 1992 c. 40, Pt VIII s. 85

Pt IX s. 133A-136 Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(2) para. 8

Pt IX s. 133A Dunfermline Building Society Independent Valuer Order 2009/1810, Pt 5 art. 18

Electronic Money Regulations 2011/99, Sch. 3(1) para. 2(b)

Payment Services Regulations 2009/209, Sch. 5(1) para. 2

Payment Services Regulations 2009/209, Sch. 5(1) para. 2

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(2) para. 7(a)

Transfer of Funds (Information on the Payer) Regulations 2007/3298, Sch. 2 para.

1

Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions)

Order 2013/442, Pt 4 art. 12(3)

Pt IX s. 133A(1)

Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions)

Order 2013/442, Pt 4 art. 13(3)

Pt IX s. 133A(4) Building Societies Act 1986 c. 53, Pt X s. 93

Friendly Societies Act 1992 c. 40, Pt VIII s. 85

Pt IX s. 133B Electronic Money Regulations 2011/99, Sch. 3(1) para. 2(c)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 9 reg. 31(3)

Pt IX s. 133B(1)

Pt IX s. 134-136 Dunfermline Building Society Independent Valuer Order 2009/1810, Pt 5 art. 18

Financial Services and Markets Act 2000 Page 1142
Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(2) para. 7(b)

Financial Services and Markets Act 2000 (Transitional Provisions) (Authorised

Persons etc.) Order 2001/2636, Pt IV art. 58(6)

Pt IX s. 137

Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008/2644,

Pt 5 art. 27

Pt IXA c. 1 s. 137A

Kaupthing Singer & Friedlander Limited Transfer of Certain Rights and Liabilities

Order 2008/2674, Pt 6 art. 29

Northern Rock plc Transfer Order 2008/432, Pt 5 art. 15

Transfer of Rights and Liabilities to ING Order 2008/2666, Pt 4 art. 18

Amendments to Law (Resolution of Dunfermline Building Society) Order

2009/814, Pt 4 art. 9

Pt IXA c. 1 s. 137A(1)

Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008/2546,

Pt 8 art. 37

Northern Rock plc Transfer Order 2009/3226, Pt 3 art. 20

Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008/2644,

Pt 5 art. 27

Pt IXA c. 1 s. 137G

Northern Rock plc Transfer Order 2008/432, Pt 5 art. 15

Amendments to Law (Resolution of Dunfermline Building Society) Order

2009/814, Pt 4 art. 9

Pt IXA c. 1 s. 137G(1)

Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008/2546,

Pt 8 art. 37

Kaupthing Singer & Friedlander Limited Transfer of Certain Rights and Liabilities

Order 2008/2674, Pt 6 art. 29

Northern Rock plc Transfer Order 2009/3226, Pt 3 art. 20

Transfer of Rights and Liabilities to ING Order 2008/2666, Pt 4 art. 18

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9G

Pt IXA c. 2 s. 138A

Pt IXA c. 2 s. 138A-138B Financial Services and Markets Act 2000 c. 8, Pt XVII c. III s. 250

Financial Services and Markets Act 2000 c. 8, Pt XVII c. III s. 250

Amendments to Law (Resolution of Dunfermline Building Society) Order

2009/814, Pt 4 art. 9

Pt IXA c. 2 s. 138A(1)

Open-Ended Investment Companies Regulations (Northern Ireland) 2004/335, Pt

II reg. 7

Pt IXA c. 2 s. 138A(3)-(7)

Open-Ended Investment Companies Regulations 2001/1228, Pt II reg. 7

Open-Ended Investment Companies Regulations 2001/1228, Pt II reg. 7

Amendments to Law (Resolution of Dunfermline Building Society) Order

2009/814, Pt 4 art. 9

Pt IXA c. 2 s. 138A(4)

Pt IXA c. 2 s. 138A(4)(b) Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 10

Pt IXA c. 2 s. 138A(7) Financial Services and Markets Act 2000 c. 8, Pt XVII c. III s. 250

Open-Ended Investment Companies Regulations (Northern Ireland) 2004/335, Pt

II reg. 7

Pt IXA c. 2 s. 138B

Open-Ended Investment Companies Regulations 2001/1228, Pt II reg. 7

Open-Ended Investment Companies Regulations 2001/1228, Pt II reg. 7

Pt IXA c. 2 s. 138B(3)(c) Financial Services and Markets Act 2000 c. 8, Pt XVII c. III s. 250

Financial Services and Markets Act 2000 c. 8, Pt XVII c. III s. 250

Financial Services and Markets Act 2000 c. 8, Pt XVII c. III s. 250

Pt IXA c. 2 s. 138B(4) Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 10

Pt IXA c. 2 s. 138B(4)(a) Financial Services and Markets Act 2000 c. 8, Pt XVII c. III s. 250

Pt IXA c. 2 s. 138B(5) Financial Services and Markets Act 2000 c. 8, Pt XVII c. III s. 250

Financial Services and Markets Act 2000 Page 1143
Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9G

Pt IXA c. 2 s. 138D(1)

Pt IXA c. 2 s. 138D(2) Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 10

Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

reg. 6(4)

Pt IXA c. 2 s. 138I

Pt IXA c. 2 s. 138I(1)(b) Regulated Covered Bonds Regulations 2008/346, Pt 9 reg. 42

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 8(5) art. 61(5)

Pt IXA c. 2 s. 138I(7)-(8)

Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

reg. 6(5)

Pt IXA c. 2 s. 138J

Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 10

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 8(5) art. 62(4)

Pt IXA c. 2 s. 138J(7)-(8)

Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

reg. 6(6)

Pt IXA c. 2 s. 138K

Amendments to Law (Resolution of Dunfermline Building Society) Order

2009/814, Pt 4 art. 10

Pt IXA c. 2 s. 138L

Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 10

Northern Rock plc Transfer Order 2008/432, Pt 5 art. 16

Northern Rock plc Transfer Order 2009/3226, Pt 3 art. 21

Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008/2546,

Pt 8 art. 38

Pt IXA c. 2 s. 138L(1)-(2)

Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008/2644,

Pt 5 art. 28

Kaupthing Singer & Friedlander Limited Transfer of Certain Rights and Liabilities

Order 2008/2674, Pt 6 art. 30

Transfer of Rights and Liabilities to ING Order 2008/2666, Pt 4 art. 19

Alternative Investment Fund Managers (Amendment) Regulations 2013/1797,

reg. 6(7)

Pt IXA c. 2 s. 138L(5)

Kaupthing Singer & Friedlander Limited Transfer of Certain Rights and Liabilities

Order 2008/2674, Pt 6 art. 30

Pt IXA c. 3 s. 139A

Northern Rock plc Transfer Order 2009/3226, Pt 3 art. 21

Transfer of Rights and Liabilities to ING Order 2008/2666, Pt 4 art. 19

Amendments to Law (Resolution of Dunfermline Building Society) Order

2009/814, Pt 4 art. 10

Pt IXA c. 3 s. 139A(3A)

Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008/2546,

Pt 8 art. 38

Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008/2644,

Pt 5 art. 28

Northern Rock plc Transfer Order 2008/432, Pt 5 art. 16

Electronic Commerce Directive (Financial Services and Markets) Regulations

2002/1775, Pt 2 reg. 3(3)

Pt X c. I s. 138

Amendments to Law (Resolution of Dunfermline Building Society) Order

2009/814, Pt 4 art. 9(1)

Pt X c. I s. 138(1)-(1A)

Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008/2546,

Pt 8 art. 37(1)

Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008/2644,

Pt 5 art. 27(1)

Kaupthing Singer & Friedlander Limited Transfer of Certain Rights and Liabilities

Order 2008/2674, Pt 6 art. 29(1)

Northern Rock plc Transfer Order 2008/432, Pt 5 art. 15(1)

Financial Services and Markets Act 2000 Page 1144
Northern Rock plc Transfer Order 2009/3226, Pt 3 art. 20(1)

Transfer of Rights and Liabilities to ING Order 2008/2666, Pt 4 art. 18(1)

Electronic Commerce Directive (Financial Services and Markets) Regulations

2002/1775, Pt 2 reg. 3(2)

Pt X c. I s. 138(4)-(5)

Electronic Commerce Directive (Financial Services and Markets) Regulations

2002/1775, Pt 2 reg. 3(2)

Pt X c. I s. 138(7)-(9)

Financial Services and Markets Act 2000 (Transitional Provisions) (Complaints

Relating to General Insurance and Mortgages) Order 2004/454, art. 10(1)

Pt X c. I s. 138(7)

Financial Services and Markets Act 2000 (Consequential Amendments and

Transitional Provisions) (Credit Unions) Order 2002/1501, Pt 3 art. 4(3)

Pt X c. I s. 138(8)-(9)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) Order 2001/1821, art. 3(3)

Financial Services and Markets Act 2000 (Transitional Provisions) (Complaints

Relating to General Insurance and Mortgages) Order 2004/454, art. 10(3)

Amendments to Law (Resolution of Dunfermline Building Society) Order

2009/814, Pt 4 art. 9

Pt X c. I s. 148

Electronic Commerce Directive (Financial Services and Markets) Regulations

2002/1775, Pt 2 reg. 3(2)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(3)

Financial Services and Markets Act 2000 (Permission and Applications) (Credit

Unions etc.) Order 2002/704, art. 7(2)

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 8(1)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No. 1) Order 2003/1475, Pt 5 art. 29

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No. 2) Order 2003/1476, Pt 6 art. 27(1)

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9G(2)

Financial Services and Markets Act 2000 c. 8, Pt XVII c. III s. 250(4)

Financial Services and Markets Act 2000 c. 8, Pt XVII c. III s. 250(5)

Open-Ended Investment Companies Regulations (Northern Ireland) 2004/335, Pt

II reg. 7(3)

Open-Ended Investment Companies Regulations (Northern Ireland) 2004/335, Pt

II reg. 7(4)

Pt X c. I s. 148-(9) Open-Ended Investment Companies Regulations 2001/1228, Pt II reg. 7(3)

Open-Ended Investment Companies Regulations 2001/1228, Pt II reg. 7(4)

Financial Services and Markets Act 2000 (Consequential Amendments and

Transitional Provisions) (Credit Unions) Order 2002/1501, Pt 4 art. 11(2)

Pt X c. I s. 149(2)-(3)

Electronic Commerce Directive (Financial Services and Markets) Regulations

2002/1775, Pt 2 reg. 3(2)

Pt X c. I s. 150

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9G(3)

Compensation Act 2006 (Contribution for Mesothelioma Claims) Regulations

2006/3259, reg. 4

Pt X c. I s. 155

Financial Services and Markets Act 2000 c. 8, Pt X c. I s. 143(8)

Financial Services and Markets Act 2000 c. 8, Pt X c. II s. 157(3)

Financial Services and Markets Act 2000 c. 8, Sch. 7 para. 4(2)

Amendments to Law (Resolution of Dunfermline Building Society) Order

2009/814, Pt 4 art. 10(1)

Pt X c. I s. 155(7)

Financial Services and Markets Act 2000 Page 1145
Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008/2546,

Pt 8 art. 38(1)

Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008/2644,

Pt 5 art. 28(1)

Kaupthing Singer & Friedlander Limited Transfer of Certain Rights and Liabilities

Order 2008/2674, Pt 6 art. 30(1)

Northern Rock plc Transfer Order 2008/432, Pt 5 art. 16(1)

Northern Rock plc Transfer Order 2009/3226, Pt 3 art. 21(1)

Payment Services Regulations 2009/209, Sch. 7 para. 3(1)

Transfer of Rights and Liabilities to ING Order 2008/2666, Pt 4 art. 19(1)

Electronic Commerce Directive (Financial Services and Markets) Regulations

2002/1775, Pt 2 reg. 3(2)

Pt X c. I s. 156

Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008/2546,

Pt 8 art. 38(2)

Pt X c. II s. 157

Northern Rock plc Transfer Order 2009/3226, Pt 3 art. 21(2)

Compensation Act 2006 (Contribution for Mesothelioma Claims) Regulations

2006/3259, reg. 4

Pt X c. II s. 157(3)

Amendments to Law (Resolution of Dunfermline Building Society) Order

2009/814, Pt 4 art. 10(2)

Pt X c. II s. 157(3A)

Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008/2644,

Pt 5 art. 28(2)

Kaupthing Singer & Friedlander Limited Transfer of Certain Rights and Liabilities

Order 2008/2674, Pt 6 art. 30(2)

Northern Rock plc Transfer Order 2008/432, Pt 5 art. 16(2)

Transfer of Rights and Liabilities to ING Order 2008/2666, Pt 4 art. 19(2)

Financial Services and Markets Act 2000 (Consumer Credit) (Transitional

Provisions) Order 2013/3128, art. 4(1)

Pt XI

Financial Services and Markets Act 2000 c. 8, Pt VI s. 97(3)

Pt XI s. 165 Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 2(a)

Electronic Commerce Directive (Financial Services and Markets) Regulations

2002/1775, Pt 4 reg. 12(3)

Pt XI s. 165-168

Pt XI s. 165 Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(a)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 2(1)

Financial Services and Markets Act 2000 (Permission and Applications) (Credit

Unions etc.) Order 2002/704, art. 8

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 9(1)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 3 art. 12(9)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 8(2) art. 50(1)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

6 art. 15(1)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) Order 2001/2657, Pt 6 art.

15(1)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(2)(a)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(3)

Financial Services and Markets Act 2000 Page 1146
Payment Services Regulations 2009/209, Sch. 5(1) para. 3(a)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(a)

Regulated Covered Bonds Regulations 2008/346, Sch. 1(1) para. 3

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9G(6)

Pt XI s. 165(2)

Pt XI s. 165(4) Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(5)(a)

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9G(6)

Pt XI s. 165(5)-(6)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(4)

Pt XI s. 165A-165C

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(b)

Pt XI s. 165A

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9G(7)

Pt XI s. 166

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

6 art. 16

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) Order 2001/2657, Pt 6 art.

16

Payment Services Regulations 2009/209, Sch. 5(1) para. 3

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(c)

Regulated Covered Bonds Regulations 2008/346, Sch. 1(1) para. 4

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(2)(b)

Pt XI s. 166(2)

Pt XI s. 166(2)(a) Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 2(b)

Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(b)

Payment Services Regulations 2009/209, Sch. 5(1) para. 3(b)

Pt XI s. 166(10)-(11) Electronic Money Regulations 2011/99, Sch. 3(1) para. 3

Pt XI s. 166A Electronic Money Regulations 2011/99, Sch. 3(1) para. 3

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(5)

Payment Services Regulations 2009/209, Sch. 5(1) para. 3

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2

Regulated Covered Bonds Regulations 2008/346, Sch. 1(1) para. 4A

Pt XI s. 167-174 Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 2

Pt XI s. 167 Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(c)

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 9(1)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 3 art. 12(9)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

6 art. 17(1)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) Order 2001/2657, Pt 6 art.

17

Financial Services and Markets Act 2000 Page 1147
Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(2)(c)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(6)

Payment Services Regulations 2009/209, Sch. 5(1) para. 3(c)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(d)

Pt XI s. 167(1) Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(5)(b)

Pt XI s. 168 Alternative Investment Fund Managers Regulations 2013/1773, Pt 6(1) reg. 52(4)

Alternative Investment Fund Managers Regulations 2013/1773, Pt 6(1) reg. 53(3)

Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(d)

Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(5)(c)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(7)

Payment Services Regulations 2009/209, Sch. 5(1) para. 3(d)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(e)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 8(2) art. 50(2)(a)

Pt XI s. 168(1)

Pt XI s. 168(1)(ab) Electronic Money Regulations 2011/99, Sch. 3(1) para. 3

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 8(2) art. 50(2)(b)

Pt XI s. 168(4)

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9G(8)

Electronic Commerce Directive (Financial Services and Markets) Regulations

2002/1775, Pt 4 reg. 12(5)

Pt XI s. 168(4)(c)

Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions)

Order 2013/442, Pt 5 art. 19(10)

Pt XI s. 169 Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(e)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(8)

Pt XI s. 169-169A

Pt XI s. 169 Payment Services Regulations 2009/209, Sch. 5(1) para. 3(e)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(f)

Pt XI s. 170 Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(f)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(9)

Payment Services Regulations 2009/209, Sch. 5(1) para. 3(f)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(g)

Pt XI s. 171 Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(g)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(10)

Payment Services Regulations 2009/209, Sch. 5(1) para. 3(g)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(h)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(i)

Pt XI s. 172

Pt XI s. 172(4) Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(h)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(11)

Financial Services and Markets Act 2000 Page 1148
Payment Services Regulations 2009/209, Sch. 5(1) para. 3(h)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(12)

Pt XI s. 173

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(j)

Pt XI s. 174 Credit Rating Agencies Regulations 2010/906, Pt 4 reg. 16(4)

Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(i)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Information Requirements and Investigations) Order 2001/3646, Pt 2 art. 2(4)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Information Requirements and Investigations) Order 2001/3646, Pt 2 art. 4(5)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Information Requirements and Investigations) Order 2001/3646, Pt 3 art. 6(3)(d)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Information Requirements and Investigations) Order 2001/3646, Pt 3 art. 7(3)(f)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Information Requirements and Investigations) Order 2001/3646, Pt 3 art. 8(3)(c)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Information Requirements and Investigations) Order 2001/3646, Pt 3 art. 9(3)(d)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(13)

Payment Services Regulations 2009/209, Sch. 5(1) para. 3(i)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(k)

Pt XI s. 175 Credit Rating Agencies Regulations 2010/906, Pt 4 reg. 17

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9G(9)

Pt XI s. 175-176

Pt XI s. 175(8) Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 2(k)

Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(j)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(14)

Payment Services Regulations 2009/209, Sch. 5(1) para. 3(j)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(l)

Pt XI s. 176 Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 2(l)

Electronic Commerce Directive (Financial Services and Markets) Regulations

2002/1775, Pt 4 reg. 12(3)

Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(k)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(15)

Payment Services Regulations 2009/209, Sch. 5(1) para. 3(k)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(m)

Open-Ended Investment Companies Regulations (Northern Ireland) 2004/335, Pt

II reg. 30(7)

Pt XI s. 176(1)-(8)

Pt XI s. 176(1)-(9) Open-Ended Investment Companies Regulations 2001/1228, Pt II reg. 30(7)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 5 reg. 13(2)(d)

Pt XI s. 176(3)(a)

Pt XI s. 177 Credit Rating Agencies Regulations 2010/906, Pt 6 reg. 24

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001/544,

Pt II(IIA) art. 9G(9)

Pt XI s. 177(5)(a) Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 2(m)

Financial Services and Markets Act 2000 Page 1149
Electronic Money Regulations 2011/99, Sch. 3(1) para. 3(l)

Payment Services Regulations 2009/209, Sch. 5(1) para. 3(l)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 2(n)

Pt XII Electronic Money Regulations 2011/99, Sch. 3(1) para. 4(a)

Pt XII s. 178(2A) Electronic Money Regulations 2011/99, Sch. 3(1) para. 4

Financial Services and Markets Act 2000 (Transitional Provisions) (Controllers)

Order 2001/2637, art. 5(4)

Pt XII s. 184(3)

Financial Services and Markets Act 2000 (Transitional Provisions) (Controllers)

Order 2001/2637, art. 5(5)

Financial Services and Markets Act 2000 (Transitional Provisions) (Controllers)

Order 2001/2637, art. 5(4)(a)

Pt XII s. 184(3)(b)(i)

Financial Services and Markets Act 2000 (Transitional Provisions) (Controllers)

Order 2001/2637, art. 5(5)(a)

Pt XII s. 184(3)(b)(ii)

Financial Services and Markets Act 2000 (Transitional Provisions) (Controllers)

Order 2001/2637, art. 5(4)(b)

Pt XII s. 184(3)(b)(iii)

Financial Services and Markets Act 2000 (Transitional Provisions) (Controllers)

Order 2001/2637, art. 5(5)(c)

Pt XII s. 187(2)(b) Electronic Money Regulations 2011/99, Sch. 3(1) para. 4

Financial Services and Markets Act 2000 (Transitional Provisions) (Controllers)

Order 2001/2637, art. 11(2)(a)

Pt XII s. 187(3)

Pt XII s. 187A Electronic Money Regulations 2011/99, Sch. 3(1) para. 4

Pt XII s. 188 Electronic Money Regulations 2011/99, Sch. 3(1) para. 4(b)

Pt XII s. 191A(4A) Electronic Money Regulations 2011/99, Sch. 3(1) para. 4

Pt XII s. 191B Electronic Money Regulations 2011/99, Sch. 3(1) para. 4(c)

Pt XII s. 191B(2A) Electronic Money Regulations 2011/99, Sch. 3(1) para. 4(c)(i)

Pt XII s. 191C(2A) Electronic Money Regulations 2011/99, Sch. 3(1) para. 4

Pt XII s. 191D(1A) Electronic Money Regulations 2011/99, Sch. 3(1) para. 4

Pt XII s. 191EA Electronic Money Regulations 2011/99, Sch. 3(1) para. 4(d)

Pt XII s. 191F Electronic Money Regulations 2011/99, Sch. 3(1) para. 4(e)

Pt XII s. 191G(1) Electronic Money Regulations 2011/99, Sch. 3(1) para. 4(f)

Pt XII s. 192 Electronic Money Regulations 2011/99, Sch. 3(1) para. 4(g)

Pt XIIA s. 192B Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 17

Pt XIIA s. 192C Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 17

Pt XIIA s. 192E Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 17

Pt XIIA s. 192I Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 17

Pt XIII-XIV Financial Services and Markets Act 2000 c. 8, Pt X c. I s. 143(4)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(5)

Pt XIII s. 194-197

Pt XIII s. 194(1) Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(6)(a)

Pt XIII s. 194A(7) Financial Services and Markets Act 2000 (Gibraltar) Order 2001/3084, art. 2

Financial Services and Markets Act 2000 (Gibraltar) Order 2001/3084, art. 2

Financial Services and Markets Act 2000 (Gibraltar) Order 2001/3084, art. 2(8)

Pt XIII s. 199 Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(6)(b)

Pt XIII s. 199(7) Financial Services and Markets Act 2000 (Gibraltar) Order 2001/3084, art. 2(7)

Financial Services and Markets Act 2000 Page 1150
Pt XIII s. 199A Financial Services and Markets Act 2000 (Gibraltar) Order 2001/3084, art. 2

Financial Services and Markets Act 2000 (Gibraltar) Order 2001/3084, art. 2(8)

Financial Services Act 2012 (Transitional Provisions) (Permission and Approval)

Order 2013/440, Pt 2 art. 7

Pt XIII s. 200

Pt XIII s. 203 Electronic Money Regulations 2011/99, Pt 3 reg. 31(1)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 3 art. 11(4)

Pt XIII s. 203(6)-(7)

Pt XIII s. 203(10) Payment Services Regulations 2009/209, Pt 3 reg. 26(1)(a)

Pt XIII s. 204 Electronic Money Regulations 2011/99, Pt 3 reg. 31(1)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 3 art. 11(4)

Pt XIII s. 204(3)

Pt XIV s. 204A Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(7)

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 5 art. 11(5)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

3 art. 6(3)

Pt XIV s. 205

Pt XIV s. 210-211 Credit Rating Agencies Regulations 2010/906, Pt 6 reg. 22(2)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 3

Pt XIV s. 210(9) Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 3(2)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 3(2)

Limited Liability Partnerships (Application of Companies Act 2006) Regulations

2009/1804, Sch. 2 para. 3

Pt XV

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 4 art.

17(1)

Pt XV s. 213(3)(b)

Pt XV s. 214B(1)(b) Banking Act 2009 c. 1, Pt 1 s. 83(2)(i)

Pt XV s. 214B(4) Financial Services Act 2010 c. 28, s. 16(2)

Pt XV s. 214C(5)-(6) Financial Services Act 2010 c. 28, s. 16(2)

Limited Liability Partnerships Regulations (Northern Ireland) 2004/307, Pt V reg.

6(2)

Pt XV s. 215

Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009/317,

Pt 3 art. 5(2)

Pt XV s. 215(3)-(4)

Investment Bank Special Administration Regulations 2011/245, Sch. 6(2) para.

3(2)(a)

Pt XV s. 215(3)

Investment Bank Special Administration Regulations 2011/245, Sch. 6(2) para.

3(2)(b)

Pt XV s. 215(4)

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 4 art.

19(a)

Pt XV s. 218

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 2 art.

7(a)

Pt XV s. 219

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 3 art.

12(4)(a)

Financial Services and Markets Act 2000 Page 1151
Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 2 art.

8

Pt XV s. 220-221

Investment Bank Special Administration Regulations 2011/245, Sch. 6(2) para.

3(3)

Pt XV s. 220(3)

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 2 art.

7(b)

Pt XV s. 221

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 2 art.

8(b)

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 3 art.

12(4)(b)

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 4 art.

19(b)

Pt XV s. 222

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 4 art.

19(c)

Pt XV s. 223

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 2 art.

8

Pt XV s. 224

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 3 art.

12(4)(c)

Financial Services and Markets Act 2000 (Transitional Provisions, Repeals and

Savings) (Financial Services Compensation Scheme) Order 2001/2967, Pt 2 art.

8(c)

Pt XV s. 224(1)(a)

Pt XVI Payment Services Regulations 2009/209, Pt 9 reg. 125

Financial Services and Markets Act 2000 (Transitional Provisions) (Complaints

Relating to General Insurance and Mortgages) Order 2004/454, art. 6(1)

Pt XVI s. 234(1)

Financial Services and Markets Act 2000 (Transitional Provisions) (Ombudsman

Scheme and Complaints Scheme) Order 2001/2326, art. 12(1)

Pt XVII c. III s. 247 Financial Services and Markets Act 2000 c. 8, Pt XVII c. IIIA s. 261I

Financial Services and Markets Act 2000 c. 8, Pt XVII c. IIIA s. 261I(2)

Pt XVII c. III s. 247(5) Financial Services and Markets Act 2000 c. 8, Pt XVII c. IIIA s. 261I(4)

Pt XVII c. III s. 248 Financial Services and Markets Act 2000 c. 8, Pt XVII c. IIIA s. 261J

Financial Services and Markets Act 2000 c. 8, Pt XVII c. IIIA s. 261J(2)

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 6 art. 12(2)

Pt XVII c. III s. 249(1)(b)-(c)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(6)

Pt XVII c. III s. 250(2)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(7)

Pt XVII c. III s. 251-252

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(7)

Pt XVII c. III s. 257(1)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(8)

Pt XVII c. V s. 264(2)

Financial Services and Markets Act 2000 Page 1152
Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(9)

Pt XVII c. V s. 277(1)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(9)

Pt XVII c. V s. 281

Pt XVIII c. I s. 285(2) Recognised Auction Platforms Regulations 2011/2699, Sch. 2 para. 1

Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008/2546,

Pt 8 art. 39

Pt XVIII c. I s. 291

Northern Rock plc Transfer Order 2008/432, Pt 6 art. 20

Pt XVIII c. I s. 291(3) Recognised Auction Platforms Regulations 2011/2699, Sch. 2 para. 2

Pt XVIII c. I s. 292(3) Traded Securities (Disclosure) Regulations 1994/188, reg. 4

Pt XVIII c. I s. 292A Recognised Auction Platforms Regulations 2011/2699, Sch. 2 para. 3

Pt XVIII c. I s. 293 Recognised Auction Platforms Regulations 2011/2699, Sch. 2 para. 4

Pt XVIII c. I s. 293A Recognised Auction Platforms Regulations 2011/2699, Sch. 2 para. 5

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(10)

Pt XVIII c. I s. 294

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(11)

Pt XVIII c. I s. 296-298

Pt XVIII c. I s. 297(2)(a) Traded Securities (Disclosure) Regulations 1994/188, reg. 4

Pt XVIII c. I s. 298 Companies Act 1989 c. 40, Pt VII s. 170B(9)

Pt XVIII c. I s. 299(2) Recognised Auction Platforms Regulations 2011/2699, Sch. 2 para. 6

Pt XVIII c. I s. 300 Recognised Auction Platforms Regulations 2011/2699, Sch. 2 para. 7

Pt XVIII c. IA s. 301F(4) Recognised Auction Platforms Regulations 2011/2699, Sch. 2 para. 8

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(11)

Pt XVIII c. III s. 311(1)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(11)

Pt XVIII c. III s. 311(4)-(5)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(11)

Pt XVIII c. III s. 311(7)-(8)

Pt XVIII c. IIIA s. 312A Recognised Auction Platforms Regulations 2011/2699, Sch. 3 para. 1

Pt XVIII c. IIIA s. 312B Recognised Auction Platforms Regulations 2011/2699, Sch. 3 para. 2

Pt XVIII c. IIIA s. 312C Recognised Auction Platforms Regulations 2011/2699, Sch. 3 para. 3

Pt XVIII c. IIIA s. 312D Recognised Auction Platforms Regulations 2011/2699, Sch. 3 para. 4

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(4)

Pt XX s. 329(1)

Pt XXII Electronic Money Regulations 2011/99, Sch. 3(1) para. 5

Pt XXII s. 341-346 Payment Services Regulations 2009/209, Sch. 5(1) para. 4

Pt XXII s. 344 Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 20

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

7 art. 19

Pt XXII s. 345

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) Order 2001/2657, Pt 7 art.

19

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 8 art. 14(4)

Pt XXII s. 345(2)(b)-(d)

Financial Services and Markets Act 2000 Page 1153
Pt XXII s. 345A-345E Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 21

Pt XXIII s. 347 Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 22

Pt XXIII s. 348-349 Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 4

Pt XXIII s. 348 Electronic Money Regulations 2011/99, Sch. 3(1) para. 6(a)

Financial Services and Markets Act 2000 (Confidential Information) (Bank of

England) (Consequential Provisions) Order 2001/3648, Pt II art. 3(4)

Insurers (Reorganisation and Winding Up) Regulations 2003/1102, Pt VI reg.

50(4)

Pt XXIII s. 348-349

Pt XXIII s. 348 Insurers (Reorganisation and Winding Up) Regulations 2004/353, Pt VI reg. 50(4)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 4 reg. 11(2)

Pt XXIII s. 348-349 Payment Services Regulations 2009/209, Sch. 5(1) para. 5

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 4(a)

Pt XXIII s. 348

Pt XXIII s. 349 Electronic Money Regulations 2011/99, Sch. 3(1) para. 6(b)

Insurers (Reorganisation and Winding Up) Regulations 2004/353, Pt VI reg. 50(4)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 4 reg. 11(3)

Pt XXIII s. 349(3A)-(3B)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 4(b)

Pt XXIII s. 351-352 Payment Services Regulations 2009/209, Sch. 5(1) para. 5

Pt XXIII s. 352 Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 4

Insurers (Reorganisation and Winding Up) Regulations 2003/1102, Pt VI reg.

50(4)

Insurers (Reorganisation and Winding Up) Regulations 2004/353, Pt VI reg. 50(4)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 4 reg. 11(4)

Limited Liability Partnerships (Application of Companies Act 2006) Regulations

2009/1804, Sch. 2 para. 3

Pt XXIV

Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009/317,

Pt 3 art. 5(3)

Pt XXIV s. 355(1) definition of

"court"

Pt XXIV s. 356 Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 24

Limited Liability Partnerships Regulations (Northern Ireland) 2004/307, Pt V reg.

6(2)

Pt XXIV s. 358 Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 24

Pt XXIV s. 359 Electronic Money Regulations 2011/99, Sch. 3(1) para. 7

Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 24

Payment Services Regulations 2009/209, Sch. 5(1) para. 6

Limited Liability Partnerships Regulations (Northern Ireland) 2004/307, Pt V reg.

6(2)

Pt XXIV s. 359(1)-(4)

Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009/317,

Pt 3 art. 5(4)

Pt XXIV s. 361

Limited Liability Partnerships Regulations (Northern Ireland) 2004/307, Pt V reg.

6(2)

Pt XXIV s. 361-365

Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009/317,

Pt 3 art. 5(5)

Pt XXIV s. 362

Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 24

Financial Services and Markets Act 2000 Page 1154
Investment Bank Special Administration Regulations 2011/245, Sch. 6(2) para.

3(4)

Pt XXIV s. 362(6)

Pt XXIV s. 362A Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 24

Pt XXIV s. 363 Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 24

Pt XXIV s. 365 Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 24

Pt XXIV s. 367 Electronic Money Regulations 2011/99, Sch. 3(1) para. 7

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) Order 2001/2657, Pt 4 art.

12

Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 24

Limited Liability Partnerships Regulations (Northern Ireland) 2004/307, Pt V reg.

6(2)

Pt XXIV s. 367-368 Payment Services Regulations 2009/209, Sch. 5(1) para. 6

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 12(1)(a)

Pt XXIV s. 367(1)(a)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 12(1)(b)

Pt XXIV s. 367(1)(c)

Financial Services and Markets Act 2000 (Miscellaneous Provisions) Order

2001/3650, Pt III art. 14(2)

Pt XXIV s. 367(5)

Pt XXIV s. 368 Electronic Money Regulations 2011/99, Sch. 3(1) para. 7

Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009/317,

Pt 3 art. 5(6)

Pt XXIV s. 370

Limited Liability Partnerships Regulations (Northern Ireland) 2004/307, Pt V reg.

6(2)

Pt XXIV s. 371 Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 24

Limited Liability Partnerships Regulations (Northern Ireland) 2004/307, Pt V reg.

6(2)

Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009/317,

Pt 3 art. 5(7)

Pt XXIV s. 375

Investment Bank Special Administration Regulations 2011/245, Sch. 6(2) para.

3(5)

Pt XXIV s. 375(1) Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 25

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 10(10)

Pt XXV

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 11(10)

Financial Services and Markets Act 2000 c. 8, Pt X c. I s. 143(4)

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 9 art. 15(2)

Pt XXV s. 380

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 9 art. 18(3)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 7 reg. 24(2)

Pt XXV s. 380(6)(a)(i) Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(8)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 7 reg. 24(3)

Pt XXV s. 381

Financial Services and Markets Act 2000 Page 1155
Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 9 art. 16(2)

Pt XXV s. 382

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 9 art. 18(3)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 7 reg. 24(4)

Pt XXV s. 382(9)(a)(i) Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(9)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 7 reg. 24(5)

Pt XXV s. 383

Pt XXV s. 384-386 Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(10)

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 9 art. 17(2)

Pt XXV s. 384

Financial Services Act 2012 (Transitional Provisions) (Enforcement) Order

2013/441, Pt 9 art. 18(3)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 7 reg. 24(6)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

2 art. 3(2)

Pt XXV s. 384(1)(b)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

2 art. 3(2)

Pt XXV s. 384(5)

Pt XXV s. 384(5)-(6) Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 28

Pt XXVI Electronic Money Regulations 2011/99, Sch. 3(1) para. 8

Friendly Societies Act 1992 c. 40, Pt VIII s. 85

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 8 reg. 30(2)

Pt XXVI s. 387

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 8 reg. 30(3)

Pt XXVI s. 388

Pt XXVI s. 388(1)(e) Building Societies Act 1986 c. 53, Pt VI s. 36A

Pt XXVI s. 388(1)(e)(i) Friendly Societies Act 1992 c. 40, Pt V s. 58A(8)(a)

Pt XXVI s. 388(2) Building Societies Act 1986 c. 53, Pt VI s. 36A

Credit Rating Agencies Regulations 2010/906, Pt 8 reg. 30(a)

Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 5(a)

Friendly Societies Act 1992 c. 40, Pt V s. 58A(8)(b)

Payment Services Regulations 2009/209, Sch. 5(1) para. 7(a)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 5(a)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 8(2) art. 52(b)

Pt XXVI s. 388(3)-(4)

Pt XXVI s. 390 Building Societies Act 1986 c. 53, Pt VI s. 36A

Credit Rating Agencies Regulations 2010/906, Pt 8 reg. 30(b)

Pt XXVI s. 390-392 Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 5

Pt XXVI s. 390 Payment Services Regulations 2009/209, Sch. 5(1) para. 7(b)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 5(b)

Pt XXVI s. 390(4) Friendly Societies Act 1992 c. 40, Pt V s. 58A(8)(c)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 8 reg. 30(4)

Pt XXVI s. 390(10)

Financial Services and Markets Act 2000 Page 1156
Pt XXVI s. 391 Building Societies Act 1986 c. 53, Pt VI s. 36A

Credit Rating Agencies Regulations 2010/906, Pt 8 reg. 30(c)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 8 reg. 30(5)

Payment Services Regulations 2009/209, Sch. 5(1) para. 7(c)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 5(c)

Pt XXVI s. 391(1ZB) Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(11)(a)

Financial Services and Markets Act 2000 (Official Listing of Securities)

(Transitional Provisions) Order 2001/2957, art. 13(8)(a)

Pt XXVI s. 391(4)

Financial Services and Markets Act 2000 (Official Listing of Securities)

(Transitional Provisions) Order 2001/2957, art. 13(8)(a)

Pt XXVI s. 391(6)-(7)

Pt XXVI s. 391(8) Alternative Investment Fund Managers Regulations 2013/1773, Pt 3 reg. 20(7)

Alternative Investment Fund Managers Regulations 2013/1773, Pt 6(3) reg. 64(9)

Pt XXVI s. 392 Credit Rating Agencies Regulations 2010/906, Pt 8 reg. 30(d)

Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(11)(b)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 8 reg. 30(6)

Payment Services Regulations 2009/209, Sch. 5(1) para. 7(d)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 5(d)

Pt XXVI s. 392(a)-(b) Friendly Societies Act 1992 c. 40, Pt V s. 58A(8)(d)

Pt XXVI s. 394(7)(c) Credit Rating Agencies Regulations 2010/906, Pt 8 reg. 30(e)

Pt XXVI s. 395 Credit Rating Agencies Regulations 2010/906, Pt 8 reg. 30(f)

Cross-Border Payments in Euro Regulations 2010/89, Sch. 1(1) para. 5(e)

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 8 reg. 30(7)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

Sch. 1(1) para. 5(e)

Pt XXVI s. 395(13) Open-Ended Investment Companies Regulations 2001/1228, Pt II reg. 27(15)

Payment Services Regulations 2009/209, Sch. 5(1) para. 7(e)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 8(2) art. 50(3)

Pt XXVII

Pt XXVII s. 398 Credit Rating Agencies Regulations 2010/906, Pt 6 reg. 25

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 10(8)

Pt XXVII s. 400

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 11(8)

Pt XXVII s. 400-401

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Information Requirements and Investigations) Order 2001/3646, Pt 3 art. 12(2)

Pt XXVII s. 400-403

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Information Requirements and Investigations) Order 2001/3646, Pt 3 art. 13(3)

Pt XXVII s. 400(7) Credit Rating Agencies Regulations 2010/906, Pt 6 reg. 26

Pt XXVII s. 401 Credit Rating Agencies Regulations 2010/906, Pt 6 reg. 27

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 10(8)

Financial Services and Markets Act 2000 Page 1157
Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

5 art. 13(1)

Pt XXVII s. 401(1) Financial Services Act 2012 (Consumer Credit) Order 2013/1882, art. 3(12)(b)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 8(2) art. 49

Pt XXVII s. 402(1)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 10(8)

Pt XXVII s. 403

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 11(8)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

5 art. 13(1)

Financial Services and Markets Act 2000 (Transitional Provisions) (Reviews of

Pensions Business) Order 2001/2512, art. 6(1)

Pt XXVIII s. 404

Financial Services and Markets Act 2000 (Transitional Provisions) (Reviews of

Pensions Business) Order 2001/2512, art. 6(1)(a)

Pt XXVIII s. 404(6)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 10(7)

Pt XXVIII s. 414

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

4 art. 11(7)

Pt XXIX s. 421ZA Financial Services and Markets Act 2000 c. 8, Pt XVII c. III s. 250

Pt XXIX s. 422(4)(b) Civil Partnership Act 2004 c. 33, Sch. 21 para. 48

Pt XXX s. 426 Criminal Justice and Police Act 2001 c. 16, Sch. 2(2) para. 26

Sch. 1(I) para. 1 Financial Services and Markets Act 2000 c. 8, Sch. 7 para. 5(2)

Financial Services and Markets Act 2000 (Transitional Provisions) (Ombudsman

Scheme and Complaints Scheme) Order 2001/2326, art. 18(2)

Sch. 1(I) para. 7(2)-(14)

Sch. 1(III) para. 16 Regulated Covered Bonds Regulations 2008/346, Pt 7 reg. 37

Sch. 1(III) para. 17 Electronic Money Regulations 2011/99, Pt 6 reg. 59(1)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

reg. 14(2)(b)

Regulated Covered Bonds Regulations 2008/346, Sch. 1(1) para. 5

Sch. 1(III) para. 17(2)-(3) Cross-Border Payments in Euro Regulations 2010/89, reg. 13(2)(c)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

reg. 14(2)(c)

Sch. 1(IV) para. 19(1) Financial Services and Markets Act 2000 c. 8, Sch. 7 para. 8(a)

Sch. 1(IV) para. 19(3) Financial Services and Markets Act 2000 c. 8, Sch. 7 para. 8(b)

Financial Services Act 2012 (Transitional Provisions) (Rules and Miscellaneous

Provisions) Order 2013/161, Pt 2 art. 3(9)

Sch. 1ZA(1) para. 8(2)

Financial Services Act 2012 (Transitional Provisions) (Rules and Miscellaneous

Provisions) Order 2013/161, Pt 3 art. 7(3)(a)

Sch. 1ZA(1) para. 10

Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions)

Order 2013/442, Pt 2 art. 3(3)

Sch. 1ZA(1) para. 11

Financial Services Act 2012 (Transitional Provisions) (Rules and Miscellaneous

Provisions) Order 2013/161, Pt 3 art. 7(3)(b)

Sch. 1ZA(2) para. 16

Financial Services and Markets Act 2000 Page 1158
Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions)

Order 2013/442, Pt 2 art. 4

Sch. 1ZA(3) para. 19

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 2 reg. 7(3)

Regulated Covered Bonds Regulations 2008/346, Pt 7 reg. 37

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 2 reg. 7(4)

Sch. 1ZA(3) para. 20

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 2 reg. 7(5)

Sch. 1ZA(3) para. 21

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 2 reg. 7(6)

Sch. 1ZA(3) para. 21-22

Sch. 1ZA(3) para. 23 Electronic Money Regulations 2011/99, Pt 6 reg. 59

Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Referral Fees)

Regulations 2013/1635, Pt 2 reg. 7(1)(c)

Payments in Euro (Credit Transfers and Direct Debits) Regulations 2012/3122,

reg. 14

Regulated Covered Bonds Regulations 2008/346, Sch. 1(1) para. 5

Sch. 1ZA(3) para. 23(7) Payment Services Regulations 2009/209, Pt 7 reg. 92

Financial Services Act 2012 (Transitional Provisions) (Rules and Miscellaneous

Provisions) Order 2013/161, Pt 3 art. 7(3)(c)

Sch. 1ZA(4) para. 25

Sch. 1ZB(1) para. 19 Financial Services and Markets Act 2000 c. 8, Sch. 17A(2) para. 33

Uncertificated Securities (Amendment) (Eligible Debt Securities) Regulations

2003/1633, Sch. 2 para. 6(2)(b)

Sch. 2(II) para. 12(e)

Uncertificated Securities (Amendment) (Eligible Debt Securities) Regulations

2003/1633, Sch. 2 para. 8(2)(h)

Sch. 2(II) para. 12(f)

Sch. 3 Financial Services and Markets Act 2000 (Gibraltar) Order 2001/3084, art. 2(5)

Financial Services and Markets Act 2000 (Gibraltar) Order 2001/3084, art. 4

Sch. 3(I) para. 2 Electronic Money Regulations 2011/99, Pt 7 reg. 78(1)

Sch. 3(II) para. 15 Financial Services and Markets Act 2000 (Gibraltar) Order 2001/3084, art. 3(4)

Financial Services and Markets Act 2000 (Transitional Provisions) (Authorised

Persons etc.) Order 2001/2636, Pt II(II) art. 27(4)

Sch. 3(II) para. 15(2)

Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 3(12)

Sch. 4 para. 5(1)

Sch. 5 para. 1 Financial Services and Markets Act 2000 c. 8, Sch. 7 para. 5(1)

Sch. 6(1D) para. 4D Financial Services and Markets Act 2000 c. 8, Sch. 6(1D) para. 4A(4)

Sch. 10 para. 1(3)(d) Financial Services and Markets Act 2000 c. 8, Sch. 9 para. 5(1)

Sch. 10 para. 2(3)(d) Financial Services and Markets Act 2000 c. 8, Sch. 9 para. 5(1)

Sch. 10 para. 9 Financial Services and Markets Act 2000 c. 8, Sch. 9 para. 5(2)

Sch. 11 para. 16(2) Civil Partnership Act 2004 c. 33, Sch. 21 para. 49

Uncertificated Securities (Amendment) (Eligible Debt Securities) Regulations

2003/1633, Sch. 2 para. 8(2)(h)

Sch. 11 para. 23

Sch. 13 Bradford & Bingley plc Compensation Scheme Order 2008/3249, Sch. 1 para. 1

Dunfermline Building Society Independent Valuer Order 2009/1810, Pt 5 art.

14(1)(a)

Dunfermline Building Society Independent Valuer Order 2009/1810, Pt 5 art. 16

Money Laundering Regulations 2007/2157, Sch. 5(1) para. 2(a)

Northern Rock plc Compensation Scheme Order 2008/718, Sch. 1 para. 1

Financial Services and Markets Act 2000 Page 1159
Financial Services and Markets Act 2000 (Consequential and Transitional

Provisions) (Miscellaneous) (No. 2) Order 2001/2659, art. 2(2)

Sch. 15(I)

Financial Services and Markets Act 2000 (Consumer Credit) (Transitional

Provisions) Order 2013/3128, art. 4(4)

Financial Services and Markets Act 2000 (Permission and Applications) (Credit

Unions etc.) Order 2002/704, art. 8(2)

Financial Services and Markets Act 2000 (Permissions, Transitional Provisions

and Consequential Amendments) (Northern Ireland Credit Unions) Order

2011/2832, Pt 1 art. 9(2)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) (No. 2) Order 2001/3083, Pt

6 art. 15(2)

Financial Services and Markets Act 2000 (Transitional Provisions and Savings)

(Civil Remedies, Discipline, Criminal Offences etc.) Order 2001/2657, Pt 6 art.

15(2)

Sch. 16 Electronic Money Regulations 2011/99, Pt 3 reg. 31(1)

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)

(No.2) Order 2013/1881, Pt 3 art. 11(4)

Sch. 16 para. 2(5)(b) Payment Services Regulations 2009/209, Pt 3 reg. 26(1)(b)

Sch. 17 Payment Services Regulations 2009/209, Pt 9 reg. 125

Financial Services and Markets Act 2000 (Transitional Provisions) (Complaints

Relating to General Insurance and Mortgages) Order 2004/454, art. 7

Sch. 17(II) para. 10(1)

Financial Services and Markets Act 2000 (Transitional Provisions) (Ombudsman

Scheme and Complaints Scheme) Order 2001/2326, art. 13

Financial Services and Markets Act 2000 (Transitional Provisions) (Complaints

Relating to General Insurance and Mortgages) Order 2004/454, art. 8

Sch. 17(II) para. 11

Financial Services and Markets Act 2000 (Transitional Provisions) (Ombudsman

Scheme and Complaints Scheme) Order 2001/2326, art. 14

Financial Services and Markets Act 2000 (Transitional Provisions) (Complaints

Relating to General Insurance and Mortgages) Order 2004/454, art. 3

Sch. 17(III) para. 13

Financial Services and Markets Act 2000 (Transitional Provisions) (Ombudsman

Scheme and Complaints Scheme) Order 2001/2326, art. 4(1)

Sch. 17(III) para. 13(1)

Financial Services and Markets Act 2000 (Transitional Provisions) (Ombudsman

Scheme and Complaints Scheme) Order 2001/2326, art. 4(2)

Sch. 17(III) para. 13(2)

Financial Services and Markets Act 2000 (Transitional Provisions) (Ombudsman

Scheme and Complaints Scheme) Order 2001/2326, art. 4(3)

Sch. 17(III) para. 13(3)

Financial Services and Markets Act 2000 (Transitional Provisions) (Ombudsman

Scheme and Complaints Scheme) Order 2001/2326, art. 4(4)

Sch. 17(III) para. 13(4)

Financial Services and Markets Act 2000 (Transitional Provisions) (Ombudsman

Scheme and Complaints Scheme) Order 2001/2326, art. 5(1)

Sch. 17(III) para. 14

Sch. 17(III) para. 14(8) Payment Services Regulations 2009/209, Sch. 7 para. 3(2)

Financial Services and Markets Act 2000 (Transitional Provisions) (Complaints

Relating to General Insurance and Mortgages) Order 2004/454, art. 6(2)

Sch. 17(III) para. 15

Financial Services and Markets Act 2000 (Transitional Provisions) (Ombudsman

Scheme and Complaints Scheme) Order 2001/2326, art. 12(2)

Financial Services and Markets Act 2000 Page 1160
Table of Contents

Financial Services and Markets Act 2000 c. 8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Part I THE REGULATOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

R s. 1 The Financial Services Authority.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

The Authority's general duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

R s. 2 The Authority's general duties.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

The regulatory objectives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

R s. 3 Market confidence.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

R s. 3A Financial stability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

R s. 4 Public awareness.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

R s. 5 The protection of consumers.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

R s. 6 The reduction of financial crime.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Enhancing public understanding of financial matters etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

R s. 6A Enhancing public understanding of financial matters etc. . . . . . . . . . . . . . . . . . . . 8

Corporate governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

R s. 7 Duty of Authority to follow principles of good governance.. . . . . . . . . . . . . . . . . . 9

Arrangements for consulting practitioners and consumers. . . . . . . . . . . . . . . . . . . . . . . . . . 10

R s. 8 The Authority's general duty to consult.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

R s. 9 The Practitioner Panel.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

R s. 10 The Consumer Panel.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

R s. 11 Duty to consider representations by the Panels.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Reviews. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

R s. 12 Reviews.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

R s. 13 Right to obtain documents and information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Inquiries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

R s. 14 Cases in which the Treasury may arrange independent inquiries.. . . . . . . . . . . 16

R s. 15 Power to appoint person to hold an inquiry.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

R s. 16 Powers of appointed person and procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

R s. 17 Conclusion of inquiry.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

R s. 18 Obstruction and contempt.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Part IA THE REGULATORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Chapter 1 THE FINANCIAL CONDUCT AUTHORITY. . . . . . . . . . . . . . . . . . . . . . . . . . . 21

The Financial Conduct Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

s. 1A The Financial Conduct Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

The FCA's general duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

s. 1B The FCA's general duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

s. 1C The consumer protection objective. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

s. 1D The integrity objective. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Financial Services and Markets Act 2000 Page 1161
s. 1E The competition objective. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Interpretation of terms used in relation to FCA's general duties. . . . . . . . . . . . . . . . . . 25

s. 1F Meaning of “relevant markets” in strategic objective. . . . . . . . . . . . . . . . . . . . 25

s. 1G Meaning of “consumer”. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

s. 1H Further interpretative provisions for sections 1B to 1G. . . . . . . . . . . . . . . . . . 27

s. 1I Meaning of “the UK financial system”. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Power to amend objectives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

s. 1J Power to amend objectives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Guidance about objectives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

s. 1K Guidance about objectives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

The Financial Conduct Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

s. 1L Supervision, monitoring and enforcement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Arrangements for consulting practitioners and consumers. . . . . . . . . . . . . . . . . . . . . . . . 30

s. 1M The FCA's general duty to consult. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

s. 1N The FCA Practitioner Panel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

s. 1O The Smaller Business Practitioner Panel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

s. 1P The Markets Practitioner Panel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

s. 1Q The Consumer Panel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

s. 1R Duty to consider representations made by the Panels. . . . . . . . . . . . . . . . . . . . 34

Reviews. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

s. 1S Reviews. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

s. 1T Right to obtain documents and information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Chapter 2 THE PRUDENTIAL REGULATION AUTHORITY. . . . . . . . . . . . . . . . . . . . . 35

The Prudential Regulation Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

s. 2A The Prudential Regulation Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

The PRA's general duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

s. 2B The PRA's general objective. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

s. 2C Insurance objective. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

s. 2D Power to provide for additional objectives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

s. 2E Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

s. 2F Interpretation of references to objectives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

s. 2G Limit on effect of sections 2B to 2D. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

s. 2H Duty to have regard to regulatory principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

s. 2I Guidance about objectives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

s. 2J Interpretation of Chapter 2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Supervision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

s. 2K Arrangements for supervision of PRA-authorised persons. . . . . . . . . . . . . . . 42

Arrangements for consulting practitioners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

s. 2L The PRA's general duty to consult. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Financial Services and Markets Act 2000 Page 1162
s. 2M The PRA Practitioner Panel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

s. 2N Duty to consider representations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Reviews. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

s. 2O Reviews. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

s. 2P Right to obtain documents and information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

Chapter 3 FURTHER PROVISIONS RELATING TO FCA AND PRA. . . . . . . . . . . . . 45

Introductory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

s. 3A Meaning of “regulator”. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Regulatory principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

s. 3B Regulatory principles to be applied by both regulators. . . . . . . . . . . . . . . . . . 46

Corporate governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

s. 3C Duty to follow principles of good governance. . . . . . . . . . . . . . . . . . . . . . . . . . 47

Relationship between FCA and PRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

s. 3D Duty of FCA and PRA to ensure co-ordinated exercise of functions. . . . . 48

s. 3E Memorandum of understanding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

s. 3F With-profits insurance policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

s. 3G Power to establish boundary between FCA and PRA responsibilities. . . . 51

s. 3H Parliamentary control of orders under section 3G. . . . . . . . . . . . . . . . . . . . . . . 51

Power of PRA to restrain proposed action by FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

s. 3I Power of PRA to require FCA to refrain from specified action. . . . . . . . . . . 52

s. 3J Power of PRA in relation to with-profits policies. . . . . . . . . . . . . . . . . . . . . . . . 53

s. 3K Revocation of directions under section 3I or 3J. . . . . . . . . . . . . . . . . . . . . . . . . 54

s. 3L Further provisions about directions under section 3I or 3J. . . . . . . . . . . . . . . 54

Directions relating to consolidated supervision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

s. 3M Directions relating to consolidated supervision of groups. . . . . . . . . . . . . . . 55

s. 3N Revocation of directions under section 3M. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

s. 3O Further provisions about directions under section 3M. . . . . . . . . . . . . . . . . . . 57

s. 3P Consultation by regulator complying with direction. . . . . . . . . . . . . . . . . . . . . 57

Co-operation with Bank of England. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

s. 3Q Co-operation by FCA and PRA with Bank of England. . . . . . . . . . . . . . . . . . 58

Arrangements for provision of services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

s. 3R Arrangements for provision of services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Enhancing public understanding of financial matters etc.. . . . . . . . . . . . . . . . . . . . . . . . . 60

s. 3S The consumer financial education body. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Part II REGULATED AND PROHIBITED ACTIVITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

The general prohibition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

s. 19 The general prohibition.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Requirement for permission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

s. 20 Authorised persons acting without permission.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Financial Services and Markets Act 2000 Page 1163
Financial promotion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

s. 21 Restrictions on financial promotion.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Regulated activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

s. 22 Regulated activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

s. 22A Designation of activities requiring prudential regulation by PRA. . . . . . . . . 65

s. 22B Parliamentary control in relation to certain orders under section 22A. . . . . . 65

Offences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

s. 23 Contravention of the general prohibition or section 20(1) or (1A).. . . . . . . . . . 66

s. 23A Parliamentary control in relation to certain orders under section 23. . . . . . . 67

s. 24 False claims to be authorised or exempt.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

s. 25 Contravention of section 21.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Enforceability of agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

s. 26 Agreements made by unauthorised persons.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

s. 26A Agreements relating to credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

s. 27 Agreements made through unauthorised persons.. . . . . . . . . . . . . . . . . . . . . . . . . . 70

s. 28 Agreements made unenforceable by section 26 or 27: general cases.. . . . . . . . 71

s. 28A Credit-related agreements made unenforceable by section 26, 26A or 27. . 72

s. 28B Decisions under section 28A: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

s. 29 Accepting deposits in breach of general prohibition.. . . . . . . . . . . . . . . . . . . . . . . 74

s. 30 Enforceability of agreements resulting from unlawful communications.. . . . . 74

Part III AUTHORISATION AND EXEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

Authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

s. 31 Authorised persons.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

s. 32 Partnerships and unincorporated associations.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

Ending of authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

s. 33 Withdrawal of authorisation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

s. 34 EEA firms.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

s. 35 Treaty firms.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

s. 36 Persons authorised as a result of paragraph 1(1) of Schedule 5.. . . . . . . . . . . . . 79

Exercise of EEA rights by UK firms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

s. 37 Exercise of EEA rights by UK firms.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

Exemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

s. 38 Exemption orders.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

s. 39 Exemption of appointed representatives.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

s. 39A Certain tied agents operating outside United Kingdom. . . . . . . . . . . . . . . . . . . 83

Part IV PERMISSION TO CARRY ON REGULATED ACTIVITIES. . . . . . . . . . . . . . . . . 84

Application for permission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

R s. 40 Application for permission.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

R s. 41 The threshold conditions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

Financial Services and Markets Act 2000 Page 1164
Permission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

R s. 42 Giving permission.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

R s. 43 Imposition of requirements.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

Variation and cancellation of Part IV permission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

R s. 44 Variation etc. at request of authorised person.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

R s. 45 Variation etc. on the Authority's own initiative.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

R s. 46 Variation of permission on acquisition of control.. . . . . . . . . . . . . . . . . . . . . . . . . . 89

R s. 47 Exercise of power in support of overseas regulator.. . . . . . . . . . . . . . . . . . . . . . . . 90

R s. 48 Prohibitions and restrictions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

Connected persons. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

R s. 49 Persons connected with an applicant.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

Additional permissions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

R s. 50 Authority's duty to consider other permissions etc.. . . . . . . . . . . . . . . . . . . . . . . . . 93

Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

R s. 51 Applications under this Part.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

R s. 52 Determination of applications.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

R s. 53 Exercise of own-initiative power: procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

R s. 54 Cancellation of Part IV permission: procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

Notification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

R s. 54A Notification of ESMA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

R s. 54B Notification of EBA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

References to the Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

R s. 55 Right to refer matters to the Tribunal.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

Part IVA PERMISSION TO CARRY ON REGULATED ACTIVITIES. . . . . . . . . . . . . . 100

Application for permission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

s. 55A Application for permission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

s. 55B The threshold conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101

s. 55C Power to amend Schedule 6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

s. 55D Firms based outside EEA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

s. 55E Giving permission: the FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103

s. 55F Giving permission: the PRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103

s. 55G Giving permission: special cases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104

Variation and cancellation of Part 4A permission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

s. 55H Variation by FCA at request of authorised person. . . . . . . . . . . . . . . . . . . . . . . 105

s. 55I Variation by PRA at request of authorised person. . . . . . . . . . . . . . . . . . . . . . . . 106

s. 55J Variation or cancellation on initiative of regulator. . . . . . . . . . . . . . . . . . . . . . . 107

s. 55K Investment firms: particular conditions that enable cancellation. . . . . . . . . 109

Imposition and variation of requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

s. 55L Imposition of requirements by FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

Financial Services and Markets Act 2000 Page 1165
s. 55M Imposition of requirements by PRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

s. 55N Requirements under section 55L or 55M: further provisions. . . . . . . . . . . . 112

s. 55O Imposition of requirements on acquisition of control. . . . . . . . . . . . . . . . . . . . 113

s. 55P Prohibitions and restrictions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

Exercise of power in support of overseas regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115

s. 55Q Exercise of power in support of overseas regulator. . . . . . . . . . . . . . . . . . . . . . 115

Connected persons. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

s. 55R Persons connected with an applicant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

Additional permissions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

s. 55S Duty of FCA or PRA to consider other permissions. . . . . . . . . . . . . . . . . . . . . 117

Persons whose interests are protected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

s. 55T Persons whose interests are protected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

s. 55U Applications under this Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

!

s. 55V Determination of applications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119

s. 55W Applications under this Part: communications between regulators. . . . . . . 120

s. 55X Determination of applications: warning notices and decision notices. . . . . 121

s. 55Y Exercise of own-initiative power: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . 122

s. 55Z Cancellation of Part 4A permission: procedure. . . . . . . . . . . . . . . . . . . . . . . . . 123

Notification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

s. 55Z1 Notification of ESMA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

s. 55Z2 Notification of EBA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

References to the Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125

s. 55Z3 Right to refer matters to the Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125

Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125

s. 55Z4 Interpretation of Part 4A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125

Part V PERFORMANCE OF REGULATED ACTIVITIES. . . . . . . . . . . . . . . . . . . . . . . . . . 126

Prohibition orders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126

s. 56 Prohibition orders.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126

s. 57 Prohibition orders: procedure and right to refer to Tribunal.. . . . . . . . . . . . . . . 128

s. 58 Applications relating to prohibitions: procedure and right to refer to Tribunal.. 129

Approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129

s. 59 Approval for particular arrangements.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129

s. 59A Specifying functions as controlled functions: supplementary. . . . . . . . . . . . 131

s. 59B Role of FCA in relation to PRA decisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132

s. 60 Applications for approval.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132

s. 61 Determination of applications.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134

s. 62 Applications for approval: procedure and right to refer to Tribunal.. . . . . . . . 135

s. 63 Withdrawal of approval.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136

Financial Services and Markets Act 2000 Page 1166
Performance of controlled functions without approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

s. 63A Power to impose penalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

s. 63B Procedure and right to refer to Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138

s. 63C Statement of policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138

s. 63D Statement of policy: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140

Conduct of approved persons. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

s. 64 Conduct: statements and codes.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

s. 65 Statements and codes: procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143

s. 66 Disciplinary powers.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146

s. 67 Disciplinary measures: procedure and right to refer to Tribunal.. . . . . . . . . . . 148

s. 68 Publication.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149

s. 69 Statement of policy.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149

s. 70 Statements of policy: procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151

Breach of statutory duty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

s. 71 Actions for damages.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

Part VI OFFICIAL LISTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

[...]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

R s. 72 The competent authority.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153

R s. 73 General duty of the competent authority.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153

s. 73A Part 6 Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153

Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153

s. 73A Part 6 Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153

The official list. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154

s. 74 The official list.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154

Listing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155

s. 75 Applications for listing.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155

s. 76 Decision on application.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156

s. 77 Discontinuance and suspension of listing.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156

s. 78 Discontinuance or suspension: procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157

s. 78A Discontinuance or suspension at the request of the issuer: procedure. . . . . 159

Listing particulars. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160

s. 79 Listing particulars and other documents.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160

s. 80 General duty of disclosure in listing particulars.. . . . . . . . . . . . . . . . . . . . . . . . . . 161

s. 81 Supplementary listing particulars.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161

s. 82 Exemptions from disclosure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162

R s. 83 Registration of listing particulars.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163

Transferable securities: public offers and admission to trading. . . . . . . . . . . . . . . . . . . . 163

s. 84 Matters which may be dealt with by prospectus rules. . . . . . . . . . . . . . . . . . . . . 163

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s. 85 Prohibition of dealing etc. in transferable securities without approved

prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165

s. 86 Exempt offers to the public. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166

s. 87 Election to have prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168

Approval of prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169

s. 87A Criteria for approval of prospectus by FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . 169

s. 87B Exemptions from disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171

s. 87C Consideration of application for approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171

s. 87D Procedure for decision on application for approval. . . . . . . . . . . . . . . . . . . . . . 172

Transfer of application for approval of a prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173

s. 87E Transfer by FCA of application for approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . 173

s. 87F Transfer to FCA of application for approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . 174

Supplementary prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174

s. 87G Supplementary prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175

Passporting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176

s. 87H Prospectus approved in another EEA State. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176

s. 87I Provision of information to host Member State. . . . . . . . . . . . . . . . . . . . . . . . . . 177

Transferable securities: powers of FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178

s. 87J Requirements imposed as condition of approval. . . . . . . . . . . . . . . . . . . . . . . . . 178

s. 87K Power to suspend or prohibit offer to the public. . . . . . . . . . . . . . . . . . . . . . . . 179

s. 87L Power to suspend or prohibit admission to trading on a regulated market. . 179

s. 87M Public censure of issuer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180

s. 87N Right to refer matters to the Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181

s. 87O Procedure under sections 87K and 87L. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181

s. 87P Exercise of powers at request of competent authority of another EEA State. 182

Rights of investors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183

s. 87Q Right of investor to withdraw. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183

Registered investors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184

R s. 87R Register of investors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184

Sponsors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184

s. 88 Sponsors.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184

s. 88A Disciplinary powers: contravention of s.88(3)(c) or (e). . . . . . . . . . . . . . . . . . 186

s. 88B Action under s.88A: procedure and right to refer to Tribunal. . . . . . . . . . . . 187

s. 88C Action under s.88A: statement of policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188

s. 88D Statement of policy under s.88C: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . 189

s. 88E Powers exercisable to advance operational objectives. . . . . . . . . . . . . . . . . . . 189

s. 88F Action under s.88E: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190

R s. 89 Public censure of sponsor.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191

Transparency obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192

Financial Services and Markets Act 2000 Page 1168
s. 89A Transparency rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192

s. 89B Provision of voteholder information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193

s. 89C Provision of information by issuers of transferable securities. . . . . . . . . . . . 194

s. 89D Notification of voting rights held by issuer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194

s. 89E Notification of proposed amendment of issuer's constitution. . . . . . . . . . . . . 195

s. 89F Transparency rules: interpretation etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195

s. 89G Transparency rules: other supplementary provisions. . . . . . . . . . . . . . . . . . . . 196

Power of FCA to call for information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197

s. 89H FCA's power to call for information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197

s. 89I Requirements in connection with call for information. . . . . . . . . . . . . . . . . . . . 198

s. 89J Power to call for information: supplementary provisions. . . . . . . . . . . . . . . . . 199

Powers exercisable in case of infringement of transparency obligation. . . . . . . . . . . . . 200

s. 89K Public censure of issuer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200

s. 89L Power to suspend or prohibit trading of securities. . . . . . . . . . . . . . . . . . . . . . . 200

s. 89M Procedure under section 89L. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201

s. 89N Right to refer matters to the Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202

Corporate governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202

s. 89O Corporate governance rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202

Primary information providers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203

s. 89P Primary information providers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204

s. 89Q Disciplinary powers: contravention of s.89P(4)(b) or (d). . . . . . . . . . . . . . . . 205

s. 89R Action under s.89Q: procedure and right to refer to Tribunal. . . . . . . . . . . . 206

s. 89S Action under s.89Q: statement of policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206

s. 89T Statement of policy under s.89S: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207

s. 89U Powers exercisable to advance operational objectives. . . . . . . . . . . . . . . . . . . 208

s. 89V Action under s.89U: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209

Compensation for false or misleading statements etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210

s. 90 Compensation for statements in listing particulars or prospectus. . . . . . . . . . 210

s. 90ZA Liability for key investor information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211

s. 90A Liability of issuers in connection with published information. . . . . . . . . . . . 212

s. 90B Power to make further provision about liability for published information. 212

Penalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212

s. 91 Penalties for breach of Part 6 rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212

s. 92 Procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214

s. 93 Statement of policy.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215

s. 94 Statements of policy: procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216

Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216

R s. 95 Competition scrutiny.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216

Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217

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s. 96 Obligations of issuers of listed securities.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217

s. 96A Disclosure of information requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217

s. 96B Disclosure rules: persons responsible for compliance. . . . . . . . . . . . . . . . . . . 218

s. 96C Suspension of trading. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219

s. 97 Appointment by FCA of persons to carry out investigations.. . . . . . . . . . . . . . 219

R s. 98 Advertisements etc. in connection with listing applications.. . . . . . . . . . . . . . . 220

R s. 99 Fees.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220

R s. 100 Penalties.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220

s. 100A Exercise of powers where UK is host member state. . . . . . . . . . . . . . . . . . . . 221

s. 101 Listing rules: general provisions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222

R s. 102 Exemption from liability in damages.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222

s. 103 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222

Interpretative provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223

s. 102A Meaning of “securities” etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223

s. 102B Meaning of “offer of transferable securities to the public” etc.. . . . . . . . . . 224

s. 102C Meaning of “home State” in relation to transferable securities. . . . . . . . . . 225

s. 103 Interpretation of this Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225

Part VII CONTROL OF BUSINESS TRANSFERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226

s. 103A Meaning of “the appropriate regulator”. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226

P s. 104 Control of business transfers.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227

s. 105 Insurance business transfer schemes.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227

s. 106 Banking business transfer schemes.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229

s. 106A Reclaim fund business transfer scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230

s. 107 Application for order sanctioning transfer scheme.. . . . . . . . . . . . . . . . . . . . . . . . . 230

s. 108 Requirements on applicants.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231

s. 109 Scheme reports.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231

s. 110 Right to participate in proceedings.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232

s. 111 Sanction of the court for business transfer schemes.. . . . . . . . . . . . . . . . . . . . . . . 233

s. 112 Effect of order sanctioning business transfer scheme.. . . . . . . . . . . . . . . . . . . . . . 233

s. 112ZA Duty of regulator to provide copy of order. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236

s. 112A Rights to terminate etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236

s. 113 Appointment of actuary in relation to reduction of benefits.. . . . . . . . . . . . . . . . 237

s. 114 Rights of certain policyholders.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237

s. 114A Notice of transfer of reinsurance contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238

Business transfers outside the United Kingdom. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239

s. 115 Certificates for purposes of insurance business transfers overseas.. . . . . . . 239

s. 116 Effect of insurance business transfers authorised in other EEA States.. . . . 239

Modifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241

s. 117 Power to modify this Part.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241

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Part VIII PENALTIES FOR MARKET ABUSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241

Market abuse. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241

s. 118 Market abuse. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241

s. 118A Supplementary provision about certain behaviour. . . . . . . . . . . . . . . . . . . . . 243

s. 118B Insiders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244

s. 118C Inside information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244

The code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245

s. 119 The code.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245

s. 120 Provisions included in the FCA's code by reference to the City Code.. . . . 246

s. 121 Codes: procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247

s. 122 Effect of the code.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248

Power to impose penalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 249

s. 123 Power to impose penalties in cases of market abuse.. . . . . . . . . . . . . . . . . . . . . 249

Statement of policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250

s. 124 Statement of policy.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250

s. 125 Statement of policy: procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251

Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251

s. 126 Warning notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251

s. 127 Decision notices and right to refer to Tribunal.. . . . . . . . . . . . . . . . . . . . . . . . . . 252

Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252

s. 128 Suspension of investigations.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252

s. 129 Power of court to impose penalty in cases of market abuse.. . . . . . . . . . . . . . 253

s. 130 Guidance.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253

s. 130A Interpretation and supplementary provision. . . . . . . . . . . . . . . . . . . . . . . . . . . 254

s. 131 Effect on transactions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255

s. 131A Protected Disclosures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255

Part VIIIA SHORT SELLING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256

Short selling rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256

R s. 131B Short selling rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256

R s. 131C Short selling rules: definitions etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256

R s. 131D Short selling rules: procedure in urgent cases. . . . . . . . . . . . . . . . . . . . . . . . . . 256

Power to require information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257

s. 131E Power to require information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257

s. 131F Power to require information: supplementary. . . . . . . . . . . . . . . . . . . . . . . . . . 258

s. 131FA Investigations in support of EEA regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . 259

s. 131FB Entry of premises under warrant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260

s. 131FC Retention of documents taken under section 131FB. . . . . . . . . . . . . . . . . . 261

Breach of short selling regulation etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 262

s. 131G Power to impose penalty or issue censure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 262

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s. 131H Procedure and right to refer to Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263

s. 131I Duty on publication of statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263

s. 131J Imposition of penalties under section 131G: statement of policy. . . . . . . . 263

s. 131K Statement of policy: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 264

s. 131L Offences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 265

Part IX HEARINGS AND APPEALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 266

R s. 132 The Financial Services and Markets Tribunal.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 266

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s. 133 Proceedings before Tribunal: general provision. . . . . . . . . . . . . . . . . . . . . . . . . . . . 266

s. 133A Proceedings before Tribunal: decision and supervisory notices, etc.. . . . . . . 268

s. 133B Offences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269

Legal assistance before the Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269

s. 134 Legal assistance scheme.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269

s. 135 Provisions of the legal assistance scheme.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270

s. 136 Funding of the legal assistance scheme.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270

Appeals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271

R s. 137 Appeal on a point of law.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271

Part IXA RULES AND GUIDANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272

Chapter 1 RULE-MAKING POWERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272

General rule-making powers of the FCA and the PRA. . . . . . . . . . . . . . . . . . . . . . . . . . 272

s. 137A The FCA's general rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272

s. 137B FCA general rules: clients' money, right to rescind etc.. . . . . . . . . . . . . . 273

s. 137C FCA general rules: cost of credit and duration of credit agreements. . 274

s. 137D FCA general rules: product intervention. . . . . . . . . . . . . . . . . . . . . . . . . . . . 276

s. 137E Orders under s.137D(1)(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 277

s. 137F Rules requiring participation in benchmark. . . . . . . . . . . . . . . . . . . . . . . . . 278

s. 137G The PRA's general rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 279

s. 137H General rules about remuneration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280

s. 137I Remuneration policies: Treasury direction to consider compliance. . . . 280

s. 137J Rules about recovery plans: duty to consult. . . . . . . . . . . . . . . . . . . . . . . . . . 281

s. 137K PRA rules about resolution plans: duty to consult. . . . . . . . . . . . . . . . . . . 282

s. 137L Interpretation of sections 137J and 137K. . . . . . . . . . . . . . . . . . . . . . . . . . . 283

s. 137M Special provision relating to adequacy of resolution plans. . . . . . . . . . . 284

s. 137N Recovery plans and resolution plans: restriction on duty of confidence. 285

Specific rule-making powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 286

s. 137O Threshold condition code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 286

s. 137P Control of information rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287

s. 137Q Price stabilising rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287

s. 137R Financial promotion rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288

s. 137S Financial promotion rules: directions given by FCA. . . . . . . . . . . . . . . . . 289

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Supplementary powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 291

s. 137T General supplementary powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 291

Chapter 2 RULES: MODIFICATION, WAIVER, CONTRAVENTION AND

PROCEDURAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292

Modification or waiver of rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292

s. 138A Modification or waiver of rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292

s. 138B Publication of directions under section 138A. . . . . . . . . . . . . . . . . . . . . . . 293

Contravention of rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294

s. 138C Evidential provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294

s. 138D Actions for damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295

s. 138E Limits on effect of contravening rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296

Procedural provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296

s. 138F Notification of rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297

s. 138G Rule-making instruments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297

s. 138H Verification of rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298

s. 138I Consultation by the FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298

s. 138J Consultation by the PRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300

s. 138K Consultation: mutual societies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 301

s. 138L Consultation: general exemptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302

s. 138M Consultation: exemptions for temporary product intervention rules. . 303

s. 138N Temporary product intervention rules: statement of policy. . . . . . . . . . . 304

s. 138O Statement of policy under section 138N: procedure. . . . . . . . . . . . . . . . . 305

Chapter 3 GUIDANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305

s. 139A Power of the FCA to give guidance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 306

s. 139B Notification of FCA guidance to the Treasury. . . . . . . . . . . . . . . . . . . . . . . . . 307

Chapter 4 COMPETITION SCRUTINY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 307

s. 140A Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308

s. 140B Advice about effect of regulating provision or practice. . . . . . . . . . . . . . . . . 309

s. 140C Consultation with regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310

s. 140D Investigation powers of OFT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310

s. 140E Publication by OFT of section 140B advice. . . . . . . . . . . . . . . . . . . . . . . . . . . 310

s. 140F Duty of Competition Commission to send report to regulator. . . . . . . . . . . 311

s. 140G Duty of regulator to publish response. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311

s. 140H Role of the Treasury. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312

Chapter 5 POWER TO MAKE CONSEQUENTIAL AMENDMENTS. . . . . . . . . . . . 313

s. 141A Power to make consequential amendments of references to rules etc.. . . 313

Part X RULES AND GUIDANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314

Chapter I RULE-MAKING POWERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314

R s. 138 General rule-making power.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314

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R s. 139 Miscellaneous ancillary matters.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314

R s. 139A General rules about remuneration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314

R s. 139B Rules about recovery plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 315

R s. 139C Rules about resolution plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 315

R s. 139D Sections 139B and 139C: interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 315

R s. 139E Rules about recovery and resolution plans: supplementary provision. . . . 315

R s. 139F Special provision in relation to resolution plans. . . . . . . . . . . . . . . . . . . . . . . . 315

R s. 140 Restriction on managers of certain collective investment schemes.. . . . . . . 316

R s. 141 Insurance business rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316

R s. 142 Insurance business: regulations supplementing Authority's rules.. . . . . . . . . 316

R s. 143 Endorsement of codes etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316

Specific rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316

R s. 144 Price stabilising rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316

R s. 145 Financial promotion rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316

R s. 146 Money laundering rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317

R s. 147 Control of information rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317

Modification or waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317

R s. 148 Modification or waiver of rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317

Contravention of rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317

R s. 149 Evidential provisions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317

R s. 150 Actions for damages.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317

R s. 151 Limits on effect of contravening rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318

Procedural provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318

R s. 152 Notification of rules to the Treasury.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318

R s. 153 Rule-making instruments.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318

R s. 154 Verification of rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318

R s. 155 Consultation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318

R s. 156 General supplementary powers.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319

Chapter II GUIDANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319

R s. 157 Guidance.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319

R s. 158 Notification of guidance to the Treasury.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319

R s. 158A Guidance on outsourcing by investment firms and credit institutions. . . 319

Chapter III COMPETITION SCRUTINY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320

R s. 159 Interpretation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320

R s. 160 Reports by OFT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320

R s. 161 Power of OFT to request information.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320

R s. 162 Consideration by Competition Commission.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 320

R s. 163 Role of the Treasury.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320

R s. 164 The Competition Act 1998.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320

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Part XI INFORMATION GATHERING AND INVESTIGATIONS. . . . . . . . . . . . . . . . . . 321

Powers to gather information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 321

s. 165 Regulators' power to require information: authorised persons etc.. . . . . . . . 321

s. 165A PRA's power to require information: financial stability. . . . . . . . . . . . . . . . 322

s. 165B Safeguards etc in relation to exercise of power under section 165A. . . . . 324

s. 165C Orders under section 165A(2)(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 325

s. 166 Reports by skilled persons. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326

s. 166A Appointment of skilled person to collect and update information. . . . . . . 327

Appointment of investigators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 328

s. 167 Appointment of persons to carry out general investigations.. . . . . . . . . . . . . . 328

s. 168 Appointment of persons to carry out investigations in particular cases.. . . 329

Assistance to overseas regulators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 332

s. 169 Investigations etc. in support of overseas regulator.. . . . . . . . . . . . . . . . . . . . . . 332

s. 169A Support of overseas regulator with respect to financial stability. . . . . . . . 333

Conduct of investigations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334

s. 170 Investigations: general.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334

s. 171 Powers of persons appointed under section 167.. . . . . . . . . . . . . . . . . . . . . . . . . 335

s. 172 Additional power of persons appointed as a result of section 168(1) or (4).. 336

s. 173 Powers of persons appointed as a result of section 168(2).. . . . . . . . . . . . . . . 337

s. 174 Admissibility of statements made to investigators.. . . . . . . . . . . . . . . . . . . . . . . 337

s. 175 Information and documents: supplemental provisions.. . . . . . . . . . . . . . . . . . . 338

s. 176 Entry of premises under warrant.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339

s. 176A Retention of documents taken under section 176. . . . . . . . . . . . . . . . . . . . . . 341

Offences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 342

!

s. 177 Offences.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 342

Part XII CONTROL OVER AUTHORISED PERSONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 343

Notices of acquisitions of control over UK authorised persons. . . . . . . . . . . . . . . . . . . . . 343

s. 178 Obligation to notify the appropriate regulator: acquisitions of control. . . . 343

s. 179 Requirements for section 178 notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 344

s. 180 Acknowledgment of receipt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 344

Acquiring control and other changes of holding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 345

s. 179 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 345

s. 180 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 345

s. 181 Acquiring control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346

s. 182 Increasing control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346

s. 183 Reducing or ceasing to have control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 347

s. 184 Disregarded holdings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 347

Assessment procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349

s. 182 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349

Financial Services and Markets Act 2000 Page 1175
s. 183 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349

s. 184 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350

s. 185 Assessment: general. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350

s. 186 Assessment criteria. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 351

s. 187 Approval with conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 352

s. 187A Assessment: consultation by PRA with FCA. . . . . . . . . . . . . . . . . . . . . . . . . . 352

s. 187B Assessment: consultation by FCA with PRA. . . . . . . . . . . . . . . . . . . . . . . . . . 353

s. 187C Variation etc of conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 354

s. 188 Assessment: consultation with EC competent authorities. . . . . . . . . . . . . . . . 354

s. 189 Assessment: Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355

s. 190 Requests for further information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 356

s. 191 Duration of approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357

Enforcement procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357

s. 189 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 358

s. 191A Objection by the appropriate regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 358

s. 191B Restriction notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 359

s. 191C Orders for sale of shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360

Notice of reductions of control of UK authorised persons. . . . . . . . . . . . . . . . . . . . . . . . . . 361

s. 191D Obligation to notify the appropriate regulator: dispositions of control. . . 361

s. 191E Requirements for notices under section 191D. . . . . . . . . . . . . . . . . . . . . . . . . 362

Offences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 362

s. 190 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363

s. 191F Offences under this Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363

Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364

s. 191 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364

s. 191G Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364

Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365

s. 192 Power to change definitions of control etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365

Part XIIA POWERS EXERCISABLE IN RELATION TO PARENT

UNDERTAKINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 366

Introductory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 366

s. 192A Meaning of “qualifying authorised person”. . . . . . . . . . . . . . . . . . . . . . . . . . . 367

s. 192B Meaning of “qualifying parent undertaking”. . . . . . . . . . . . . . . . . . . . . . . . . . 368

Power of direction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368

s. 192C Power to direct qualifying parent undertaking. . . . . . . . . . . . . . . . . . . . . . . . . 369

s. 192D Requirements that may be imposed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369

s. 192E Direction: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 370

s. 192F Consultation between regulators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 372

s. 192G References to Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 372

Financial Services and Markets Act 2000 Page 1176
s. 192H Statement of policy: directions under section 192C. . . . . . . . . . . . . . . . . . . . 372

s. 192I Statement of policy relating to directions: procedure. . . . . . . . . . . . . . . . . . . . 373

Rules requiring provision of information by parent undertakings. . . . . . . . . . . . . . . . . . 374

s. 192J Rules requiring provision of information by parent undertakings. . . . . . . . 374

Failure to comply with direction or breach of rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 375

s. 192K Power to impose penalty or issue censure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 375

s. 192L Procedure and right to refer to Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 376

s. 192M Duty on publication of statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377

s. 192N Imposition of penalties under section 192K: statement of policy. . . . . . . 377

Part XIII INCOMING FIRMS: INTERVENTION BY FCA or PRA. . . . . . . . . . . . . . . . . 378

Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 378

s. 193 Interpretation of this Part.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 378

s. 194 General grounds on which power of intervention is exercisable.. . . . . . . . . . 379

s. 194A Contravention by relevant EEA firm with UK branch of requirement under

markets in financial instruments directive: appropriate regulator primarily responsible

for securing compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380

P s. 195 Exercise of power in support of overseas regulator.. . . . . . . . . . . . . . . . . . . . . . 382

!

s. 195A Contravention by relevant EEA firm, EEA UCITS or EEA AIFM of directive

requirements: home state regulator primarily responsible for securing compliance. 383

s. 196 The power of intervention. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 386

Exercise of power of intervention. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 387

s. 197 Procedure on exercise of power of intervention.. . . . . . . . . . . . . . . . . . . . . . . . . 387

s. 198 Power to apply to court for injunction in respect of certain overseas insurance

companies.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 388

s. 199 Additional procedure for EEA firms in certain cases.. . . . . . . . . . . . . . . . . . . . 389

s. 199A Management companies: loss of authorisation. . . . . . . . . . . . . . . . . . . . . . . . . 392

Supplemental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 393

s. 200 Rescission and variation of requirements.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 393

s. 201 Effect of certain requirements on other persons. . . . . . . . . . . . . . . . . . . . . . . . . 393

s. 202 Contravention of requirement imposed under this Part.. . . . . . . . . . . . . . . . . . 394

Powers of Office of Fair Trading. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 394

R s. 203 Power to prohibit the carrying on of Consumer Credit Act business.. . . . . . 395

R s. 204 Power to restrict the carrying on of Consumer Credit Act business.. . . . . . . 395

Part XIV DISCIPLINARY MEASURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 395

s. 204A Meaning of “relevant requirement” and “appropriate regulator”. . . . . . . . . . 395

s. 205 Public censure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396

s. 206 Financial penalties.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396

s. 206A Suspending permission to carry on regulated activities etc. . . . . . . . . . . . . . . . 397

s. 207 Proposal to take disciplinary measures.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398

s. 208 Decision notice.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398

Financial Services and Markets Act 2000 Page 1177
s. 209 Publication.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399

s. 210 Statements of policy.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400

s. 211 Statements of policy: procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401

Part XV THE FINANCIAL SERVICES COMPENSATION SCHEME. . . . . . . . . . . . . . 402

The scheme manager. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402

s. 212 The scheme manager.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402

The scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403

!

s. 213 The compensation scheme.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403

Provisions of the scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 405

s. 214 General.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 405

N s. 214A Contingency funding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406

!

s. 214B Contribution to costs of special resolution regime. . . . . . . . . . . . . . . . . . . . . 407

s. 214C Limit on amount of special resolution regime payments. . . . . . . . . . . . . . . . 408

s. 214D Contributions under section 214B: supplementary. . . . . . . . . . . . . . . . . . . . . 409

s. 215 Rights of the scheme in insolvency.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 410

s. 216 Continuity of long-term insurance policies.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412

s. 217 Insurers in financial difficulties.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 413

Relationship with the regulators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414

s. 217A Co-operation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414

Annual plan and report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 415

s. 217B Annual plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 415

!

s. 218 Annual report.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 415

s. 218ZA Audit of accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416

Information and documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 417

s. 218A Regulators' power to require information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 417

s. 219 Scheme manager's power to require information.. . . . . . . . . . . . . . . . . . . . . . . . 418

s. 220 Scheme manager's power to inspect information held by liquidator etc.. . . 419

s. 221 Powers of court where information required.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 420

Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 421

s. 221A Delegation of functions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 421

s. 222 Statutory immunity.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 421

s. 223 Management expenses.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 422

N s. 223A Investing in National Loans Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 422

s. 223B Borrowing from National Loans Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 423

s. 223C Payments in error. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 423

s. 224 Scheme manager's power to inspect documents held by Official Receiver

etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 424

s. 224A Functions under the Banking Act 2009. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425

Financial Services and Markets Act 2000 Page 1178
Part XVA POWER TO REQUIRE FSCS MANAGER TO ACT IN RELATION TO OTHER

SCHEMES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425

Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425

s. 224B Meaning of “relevant scheme” etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425

Power to require FSCS manager to act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 426

s. 224C Power to require FSCS manager to act on behalf of manager of relevant

scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 426

s. 224D Cases where FSCS manager may decline to act. . . . . . . . . . . . . . . . . . . . . . . 427

s. 224E Grounds for declining to act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 428

Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 429

s. 224F Rules about relevant schemes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 429

Part XVI THE OMBUDSMAN SCHEME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430

The scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430

s. 225 The scheme and the scheme operator.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430

s. 226 Compulsory jurisdiction.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430

R s. 226A Consumer credit jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 431

P s. 227 Voluntary jurisdiction.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 431

Determination of complaints. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 433

P s. 228 Determination under the compulsory jurisdiction.. . . . . . . . . . . . . . . . . . . . . . . 433

P s. 229 Awards.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 434

P s. 230 Costs.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 435

s. 230A Reports of determinations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 436

Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 437

s. 231 Ombudsman's power to require information.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 437

s. 232 Powers of court where information required.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 437

s. 232A Scheme operator's duty to provide information to FCA. . . . . . . . . . . . . . . . 438

s. 233 Data protection.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 438

Funding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 439

s. 234 Industry funding.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 439

R s. 234A Funding by consumer credit licensees etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 439

Successors to businesses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 440

s. 234B Transfers of liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 440

Part XVIA CONSUMER PROTECTION AND COMPETITION. . . . . . . . . . . . . . . . . . . . 440

Super-complaints and references to FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 440

s. 234C Complaints by consumer bodies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 441

P s. 234D Reference by scheme operator or regulated person. . . . . . . . . . . . . . . . . . . . 441

s. 234E Response by FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 443

s. 234F Section 234E: exceptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 443

s. 234G Guidance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 444

Financial Services and Markets Act 2000 Page 1179
Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 444

s. 234H Power of FCA to make request to Office of Fair Trading. . . . . . . . . . . . . . . 444

Part XVII COLLECTIVE INVESTMENT SCHEMES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 445

Chapter I INTERPRETATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 445

s. 235 Collective investment schemes.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 445

s. 235A Contractual schemes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 446

s. 236 Open-ended investment companies.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 448

s. 237 Other definitions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 449

Chapter II RESTRICTIONS ON PROMOTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 451

s. 238 Restrictions on promotion.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 451

s. 239 Single property schemes.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 452

s. 240 Restriction on approval of promotion.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453

s. 241 Actions for damages.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453

Chapter III AUTHORISED UNIT TRUST SCHEMES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 454

Applications for authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 454

s. 242 Applications for authorisation of unit trust schemes.. . . . . . . . . . . . . . . . . . 454

s. 243 Authorisation orders.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 454

s. 244 Determination of applications.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 456

Applications refused. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 456

s. 245 Procedure when refusing an application.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 456

Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457

s. 246 Certificates.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457

Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457

s. 247 Trust scheme rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457

s. 248 Scheme particulars rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 458

s. 249 Disciplinary measures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 459

s. 250 Modification or waiver of rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 460

Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 462

s. 251 Alteration of schemes and changes of manager or trustee.. . . . . . . . . . . . . 462

s. 252 Procedure when refusing approval of a proposal under section 251.. . . . 463

s. 252A Proposal to convert to a non-feeder UCITS. . . . . . . . . . . . . . . . . . . . . . . . . 463

Exclusion clauses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 464

s. 253 Avoidance of exclusion clauses.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 464

Ending of authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 465

s. 254 Revocation of authorisation order otherwise than by consent.. . . . . . . . . . 465

s. 255 Procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 466

s. 256 Requests for revocation of authorisation order.. . . . . . . . . . . . . . . . . . . . . . . 466

Powers of intervention. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 467

s. 257 Directions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 467

Financial Services and Markets Act 2000 Page 1180
s. 258 Applications to the court.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 468

s. 258A Winding up or merger of master UCITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 469

s. 259 Procedure on giving directions under section 257 or 258A and varying them

on FCA's own initiative.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 470

s. 260 Procedure: refusal to revoke or vary direction.. . . . . . . . . . . . . . . . . . . . . . . . 471

s. 261 Procedure: revocation of direction and grant of request for variation.. . 472

s. 261A Information for home state regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 472

s. 261B Information for feeder UCITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473

Chapter IIIA AUTHORISED CONTRACTUAL SCHEMES. . . . . . . . . . . . . . . . . . . . . . 474

Applications for authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 474

s. 261C Applications for authorisation of contractual schemes. . . . . . . . . . . . . . . 474

s. 261D Authorisation orders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475

s. 261E Authorisation orders: holding of units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 476

s. 261F Determination of applications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 477

Applications refused. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 477

s. 261G Procedure when refusing an application. . . . . . . . . . . . . . . . . . . . . . . . . . . . 477

Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 478

s. 261H Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 478

Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 478

s. 261I Contractual scheme rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 478

s. 261J Contractual scheme particulars rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 479

s. 261K Disciplinary measures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 480

s. 261L Modification or waiver of rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 480

Co-ownership schemes: rights and liabilities of participants. . . . . . . . . . . . . . . . . . . . . 481

s. 261M Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 481

s. 261N Effect of becoming or ceasing to be a participant. . . . . . . . . . . . . . . . . . . . 482

s. 261O Limited liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 483

s. 261P Segregated liability in relation to umbrella co-ownership schemes. . . . 483

Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 484

s. 261Q Alteration of contractual schemes and changes of operator or depositary. 484

s. 261R Procedure when refusing approval of a proposal under section 261Q. . 485

s. 261S Proposal to convert to a non-feeder UCITS. . . . . . . . . . . . . . . . . . . . . . . . . 485

Exclusion clauses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 486

s. 261T Avoidance of exclusion clauses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 487

Ending of authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 487

s. 261U Revocation of authorisation order otherwise than by consent. . . . . . . . 487

s. 261V Procedure for revoking authorisation order. . . . . . . . . . . . . . . . . . . . . . . . . 488

s. 261W Requests for revocation of authorisation order. . . . . . . . . . . . . . . . . . . . . . 488

Powers of intervention. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 489

Financial Services and Markets Act 2000 Page 1181
s. 261X Directions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 489

s. 261Y Applications to the court. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 490

s. 261Z Winding up or merger of master UCITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 491

s. 261Z1 Procedure on giving directions under section 261X or 261Z and varying

them on FCA's own initiative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 492

s. 261Z2 Procedure: refusal to revoke or vary direction. . . . . . . . . . . . . . . . . . . . . . 493

s. 261Z3 Procedure: revocation of direction and grant of request for variation. 494

s. 261Z4 Information for home state regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 494

s. 261Z5 Information for feeder UCITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 494

Chapter IV OPEN-ENDED INVESTMENT COMPANIES. . . . . . . . . . . . . . . . . . . . . . . . 495

s. 262 Open-ended investment companies.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495

!

s. 263 Amendment of section 716 Companies Act 1985.. . . . . . . . . . . . . . . . . . . . . . . 497

Chapter V RECOGNISED OVERSEAS SCHEMES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 497

Schemes constituted in other EEA States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 497

s. 264 Schemes constituted in other EEA States.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 497

R s. 265 Representations and references to the Tribunal.. . . . . . . . . . . . . . . . . . . . . . . 499

s. 266 Disapplication of rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 499

s. 267 Power of FCA to suspend promotion of scheme.. . . . . . . . . . . . . . . . . . . . . . 499

s. 268 Procedure on giving directions under section 267 and varying them on FCA's

own initiative.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500

s. 269 Procedure on application for variation or revocation of direction.. . . . . . 502

Schemes authorised in designated countries or territories. . . . . . . . . . . . . . . . . . . . . . . 503

R s. 270 Schemes authorised in designated countries or territories.. . . . . . . . . . . . . 503

R s. 271 Procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503

Individually recognised overseas schemes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503

s. 272 Individually recognised overseas schemes.. . . . . . . . . . . . . . . . . . . . . . . . . . . 503

s. 273 Matters that may be taken into account.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 505

s. 274 Applications for recognition of individual schemes.. . . . . . . . . . . . . . . . . . . 505

s. 275 Determination of applications.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 506

s. 276 Procedure when refusing an application.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 506

s. 277 Alteration of schemes and changes of operator, trustee or depositary.. . 507

s. 277A Regular provision of information relating to compliance with requirements

for recognition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508

s. 278 Rules as to scheme particulars.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508

s. 279 Revocation of recognition.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 509

s. 280 Procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 509

s. 281 Directions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510

s. 282 Procedure on giving directions under section 281 and varying them otherwise

than as requested.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510

s. 278 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512

Financial Services and Markets Act 2000 Page 1182
s. 279 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512

s. 280 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513

s. 281 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513

s. 282 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513

Facilities and information in UK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514

s. 283 Facilities and information in UK.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514

Chapter VA MASTER-FEEDER STRUCTURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 515

s. 283A Master-feeder structures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 515

s. 283B Reports on derivative instruments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 516

Chapter VI INVESTIGATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 517

s. 284 Power to investigate.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 517

Part XVIII RECOGNISED INVESTMENT EXCHANGES AND CLEARING

HOUSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 519

Chapter I EXEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 519

General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 519

s. 285 Exemption for recognised investment exchanges and clearing houses.. . 519

s. 285A Powers exercisable in relation to recognised investment exchanges and

clearing houses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 520

s. 286 Qualification for recognition.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 521

Applications for recognition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 523

s. 287 Application by an investment exchange.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 523

s. 288 Application by a clearing house.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 524

s. 289 Applications: supplementary.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 525

s. 290 Recognition orders.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 525

s. 290ZA Variation of central counterparty recognition order. . . . . . . . . . . . . . . . 527

s. 290A Refusal of recognition on ground of excessive regulatory provision. . 528

s. 291 Liability in relation to recognised body's regulatory functions.. . . . . . . . . 529

s. 292 Overseas investment exchanges and overseas clearing houses.. . . . . . . . . 529

Publication of information by recognised investment exchange. . . . . . . . . . . . . . . . . . 531

s. 292A Publication of information by recognised investment exchange. . . . . . 531

Supervision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 532

s. 293 Notification requirements.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 532

s. 293A Information: compliance with EU requirements. . . . . . . . . . . . . . . . . . . . . 533

s. 294 Modification or waiver of rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 533

s. 295 Notification: overseas investment exchanges and overseas clearing

houses.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 534

s. 296 Appropriate regulator's power to give directions.. . . . . . . . . . . . . . . . . . . . . . 535

s. 296A Additional power to direct recognised central counterparties. . . . . . . . . 536

s. 297 Revoking recognition.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 537

s. 298 Directions and revocation: procedure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 539

Financial Services and Markets Act 2000 Page 1183
s. 299 Complaints about recognised bodies.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 540

s. 300 Extension of functions of Tribunal.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 541

Power to disallow excessive regulatory provision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 541

s. 300A Power of appropriate regulator to disallow excessive regulatory

provision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 541

s. 300B Duty to notify proposal to make regulatory provision. . . . . . . . . . . . . . . . 542

s. 300C Restriction on making provision before appropriate regulator decides whether

to act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 543

s. 300D Consideration by appropriate regulator whether to disallow proposed

provision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 544

s. 300E Power to disallow excessive regulatory provision: supplementary. . . . 545

Other matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 545

s. 301 Supervision of certain contracts.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 545

Chapter IA CONTROL OVER RECOGNISED INVESTMENT EXCHANGE. . . . 547

Notices of acquisitions of control over recognised investment exchanges. . . . . . . . . 547

s. 301A Obligation to notify the FCA: acquisitions of control. . . . . . . . . . . . . . . . 547

s. 301B Requirements for section 301A notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548

s. 301C Acknowledgment of receipt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548

Acquiring and increasing control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 549

s. 301B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 549

Acquiring and increasing control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 549

s. 301C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 550

s. 301D Acquiring and increasing control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 550

s. 301E Disregarded holdings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 551

Improperly acquired shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 552

s. 301E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 552

Assessment procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 553

s. 301F Assessment: general. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 553

s. 301G Assessment: Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 553

s. 301H Duration of approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 554

Enforcement procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 555

s. 301G . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 555

s. 301I Objections by the FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 555

s. 301J Restriction notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 556

s. 301K Orders for sale of shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 557

Offences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 558

s. 301L Offences under this Chapter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 558

Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 559

s. 301M Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 559

Chapter II COMPETITION SCRUTINY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560

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R s. 302 Interpretation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560

Role of Director General of Fair Trading. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560

R s. 303 Initial report by OFT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560

R s. 304 Further reports by OFT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560

R s. 305 Investigations by OFT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560

Role of Competition Commission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560

R s. 306 Consideration by Competition Commission.. . . . . . . . . . . . . . . . . . . . . . . . . . 560

Role of the Treasury. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561

R s. 307 Recognition orders: role of the Treasury.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561

R s. 308 Directions by the Treasury.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561

R s. 309 Statements by the Treasury.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561

R s. 310 Procedure on exercise of certain powers by the Treasury.. . . . . . . . . . . . . . 561

Chapter III EXCLUSION FROM THE COMPETITION ACT 1998. . . . . . . . . . . . . . . 561

R s. 311 The Chapter I prohibition.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561

R s. 312 The Chapter II prohibition.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561

Chapter IIIA PASSPORT RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562

EEA market operators in United Kingdom. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562

s. 312A Exercise of passport rights by EEA market operator. . . . . . . . . . . . . . . . . 562

s. 312B Removal of passport rights from EEA market operator. . . . . . . . . . . . . . 563

Recognised investment exchanges operating in EEA States (other than the United

Kingdom). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 564

s. 312C Exercise of passport rights by recognised investment exchange. . . . . . 564

Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 565

s. 312D Interpretation of Chapter 3A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 565

Chapter IIIB DISCIPLINARY MEASURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 566

s. 312E Public censure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 566

s. 312F Financial penalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 567

s. 312G Proposal to take disciplinary measures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 567

s. 312H Decision notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568

s. 312I Publication. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568

s. 312J Statement of policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 569

s. 312K Statement of policy: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 570

Chapter IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 570

Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 570

s. 313 Interpretation of Part XVIII.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 570

Part XVIIIA SUSPENSION AND REMOVAL OF FINANCIAL INSTRUMENTS FROM

TRADING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 572

s. 313A FCA's power to require suspension or removal of financial instruments from

trading. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 573

s. 313B Suspension or removal of financial instruments from trading: procedure. . 573

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s. 313BA Procedure following consideration of representations. . . . . . . . . . . . . . . . . . . 575

s. 313BB Revocation of requirements: applications by institutions. . . . . . . . . . . . . . . . 576

s. 313BC Decisions on applications for revocation by institutions. . . . . . . . . . . . . . . . . 576

s. 313BD Revocation of requirements: applications by issuers. . . . . . . . . . . . . . . . . . . . 577

s. 313BE Decisions on applications for revocation by issuers. . . . . . . . . . . . . . . . . . . . . 578

s. 313C Notification in relation to suspension or removal of a financial instrument from

trading. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 579

s. 313D Interpretation of Part 18A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 580

Part XIX LLOYD'S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 581

General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 581

s. 314 Regulators' general duty.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 581

s. 314A The PRA's objectives in relation to Lloyd's etc. . . . . . . . . . . . . . . . . . . . . . . . 582

The Society. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 582

s. 315 The Society: regulated activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 582

Power to apply Act to Lloyd's underwriting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583

s. 316 Direction by a regulator.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583

s. 317 The core provisions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 585

s. 318 Exercise of powers through Council.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 585

s. 319 Consultation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 586

Former underwriting members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 588

s. 320 Former underwriting members.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 588

s. 321 Requirements imposed under section 320.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 589

s. 322 Rules applicable to former underwriting members.. . . . . . . . . . . . . . . . . . . . . . 591

Transfers of business done at Lloyd's. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 591

s. 323 Transfer schemes.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 591

Supplemental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 592

s. 324 Interpretation of this Part.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 592

Part XX PROVISION OF FINANCIAL SERVICES BY MEMBERS OF THE

PROFESSIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 592

s. 325 FCA's general duty.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 592

s. 326 Designation of professional bodies.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 593

s. 327 Exemption from the general prohibition.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 594

P s. 328 Directions in relation to the general prohibition.. . . . . . . . . . . . . . . . . . . . . . . . . . . 595

s. 329 Orders in relation to the general prohibition.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 596

s. 330 Consultation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 597

s. 331 Procedure on making or varying orders under section 329.. . . . . . . . . . . . . . . . . 598

s. 332 Rules in relation to persons to whom the general prohibition does not apply.. 599

s. 333 False claims to be a person to whom the general prohibition does not apply.. 600

Part XXI MUTUAL SOCIETIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600

Financial Services and Markets Act 2000 Page 1186
Friendly societies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600

s. 334 The Friendly Societies Commission.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600

R s. 335 The Registry of Friendly Societies.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601

Building societies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601

R s. 336 The Building Societies Commission.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601

R s. 337 The Building Societies Investor Protection Board. . . . . . . . . . . . . . . . . . . . . . . 601

Industrial and provident societies and credit unions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602

R s. 338 Industrial and provident societies and credit unions.. . . . . . . . . . . . . . . . . . . . . 602

Supplemental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602

R s. 339 Supplemental provisions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602

Part XXII AUDITORS AND ACTUARIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602

General duties of PRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602

s. 339A General duties of PRA in relation to auditors. . . . . . . . . . . . . . . . . . . . . . . . . . 602

Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 603

s. 340 Appointment.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 603

Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 605

s. 341 Access to books etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 605

s. 342 Information given by auditor or actuary to a regulator.. . . . . . . . . . . . . . . . . . . 605

s. 343 Information given by auditor or actuary to a regulator: persons with close

links.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 606

s. 344 Duty of auditor or actuary resigning etc. to give notice.. . . . . . . . . . . . . . . . . . 607

Disciplinary measures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608

s. 345 Disciplinary measures: FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608

s. 345A Disciplinary measures: PRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609

s. 345B Procedure and right to refer to Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 610

s. 345C Duty on publication of statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 611

s. 345D Imposition of penalties on auditors or actuaries: statement of policy. . . . 611

s. 345E Statements of policy: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 612

Offence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613

s. 346 Provision of false or misleading information to auditor or actuary.. . . . . . . 613

Part XXIII PUBLIC RECORD, DISCLOSURE OF INFORMATION AND

CO-OPERATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 614

The public record. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 614

s. 347 The record of authorised persons etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 614

s. 347A Duty of PRA to disclose information relevant to the record. . . . . . . . . . . . 616

Disclosure of information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 617

s. 348 Restrictions on disclosure of confidential information by FCA, PRA etc.. . 617

s. 349 Exceptions from section 348.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 619

s. 350 Disclosure of information by the Inland Revenue.. . . . . . . . . . . . . . . . . . . . . . . 620

Financial Services and Markets Act 2000 Page 1187
R s. 351 Competition information.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 621

s. 351A Disclosure under the UCITS directive. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 621

!

s. 352 Offences.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 622

P s. 353 Removal of other restrictions on disclosure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 623

Information received from Bank of England. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 624

s. 353A Information received from Bank of England. . . . . . . . . . . . . . . . . . . . . . . . . . 624

Co-operation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 625

R s. 354 Authority's duty to co-operate with others.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 625

s. 354A FCA's duty to co-operate with others. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 625

s. 354B PRA's duty to co-operate with others. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 626

s. 354C PRA's duty to provide information to Bank of England. . . . . . . . . . . . . . . . 627

Part XXIV INSOLVENCY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 627

Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 627

s. 355 Interpretation of this Part.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 627

Voluntary arrangements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 628

s. 356 Powers of FCA and PRA to participate in proceedings: company voluntary

arrangements.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 628

s. 357 Powers of FCA and PRA to participate in proceedings: individual voluntary

arrangements.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 629

s. 358 Powers of FCA and PRA to participate in proceedings: trust deeds for creditors

in Scotland.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 630

Administration orders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 631

s. 359 Administration order. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 631

s. 360 Insurers.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 633

s. 361 Administrator's duty to report to FCA and PRA. . . . . . . . . . . . . . . . . . . . . . . . . 633

s. 362 Powers of FCA and PRA to participate in proceedings.. . . . . . . . . . . . . . . . . . 634

s. 362A Administrator appointed by company or directors. . . . . . . . . . . . . . . . . . . . . 636

Receivership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 637

s. 363 Powers of FCA and PRA to participate in proceedings.. . . . . . . . . . . . . . . . . . 637

s. 364 Receiver's duty to report to FCA and PRA.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 638

Voluntary winding up. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 639

s. 365 Powers of FCA and PRA to participate in proceedings.. . . . . . . . . . . . . . . . . . 639

s. 366 Insurers effecting or carrying out long-term contracts or insurance.. . . . . . 640

Winding up by the court. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 641

s. 367 Winding-up petitions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 641

s. 368 Winding-up petitions: EEA and Treaty firms.. . . . . . . . . . . . . . . . . . . . . . . . . . . 642

s. 369 Insurers: service of petition etc. on Authority.. . . . . . . . . . . . . . . . . . . . . . . . . . . 642

s. 369A Reclaim funds: service of petition etc on FCA and PRA. . . . . . . . . . . . . . . 643

s. 370 Liquidator's duty to report to FCA and PRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . 644

s. 371 Powers of FCA and PRA to participate in proceedings.. . . . . . . . . . . . . . . . . . 645

Financial Services and Markets Act 2000 Page 1188
Bankruptcy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 646

s. 372 Petitions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 646

s. 373 Insolvency practitioner's duty to report to FCA and PRA.. . . . . . . . . . . . . . . . 647

s. 374 Powers of FCA or PRA to participate in proceedings.. . . . . . . . . . . . . . . . . . . 648

Provisions against debt avoidance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 649

s. 375 Right of FCA and PRA to apply for an order.. . . . . . . . . . . . . . . . . . . . . . . . . . . 649

Supplemental provisions concerning insurers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 650

s. 376 Continuation of contracts of long-term insurance where insurer in

liquidation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 650

s. 377 Reducing the value of contracts instead of winding up.. . . . . . . . . . . . . . . . . . 652

s. 378 Treatment of assets on winding up.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 652

s. 379 Winding-up rules.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 653

Part XXV INJUNCTIONS AND RESTITUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 653

Injunctions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 653

s. 380 Injunctions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 653

s. 381 Injunctions in cases of market abuse.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 655

Restitution orders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 656

s. 382 Restitution orders.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 656

s. 383 Restitution orders in cases of market abuse.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 658

Restitution required by FCA or PRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 660

s. 384 Power of FCA or PRA to require restitution.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 660

s. 385 Warning notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 662

s. 386 Decision notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 663

Part XXVI NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 663

Warning notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 663

s. 387 Warning notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 663

Decision notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 664

s. 388 Decision notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 664

Conclusion of proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 665

s. 389 Notices of discontinuance.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 665

s. 390 Final notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 666

Publication. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 668

s. 391 Publication.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 668

Third party rights and access to evidence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 670

s. 392 Application of sections 393 and 394.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 670

s. 393 Third party rights.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 671

s. 394 Access to FCA or PRA material.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 673

The FCA's and PRA's procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 674

s. 395 The FCA's and PRA's procedures.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 674

Financial Services and Markets Act 2000 Page 1189
s. 396 Statements under section 395: consultation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 678

Part XXVII OFFENCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 679

Miscellaneous offences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 679

R s. 397 Misleading statements and practices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 679

s. 398 Misleading FCA or PRA: residual cases.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 679

s. 399 Misleading the OFT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 680

Bodies corporate and partnerships. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 681

s. 400 Offences by bodies corporate etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 681

Institution of proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 682

P s. 401 Proceedings for offences.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 682

s. 402 Power of FCA to institute proceedings for certain other offences.. . . . . . . . 683

s. 403 Jurisdiction and procedure in respect of offences.. . . . . . . . . . . . . . . . . . . . . . . 684

Part XXVIII MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 685

Consumer redress schemes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 685

s. 404 Consumer redress schemes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 685

s. 404A Rules under s.404: supplementary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 686

s. 404B Complaints to the ombudsman scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 688

s. 404C Enforcement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 689

s. 404D Applications to Tribunal to quash rules or provision of rules. . . . . . . . . . . 690

s. 404E Meaning of “consumers”. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 691

s. 404F Other definitions etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 692

s. 404G Power to widen the scope of consumer redress schemes. . . . . . . . . . . . . . . 694

Third countries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 694

s. 405 Directions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 694

s. 406 Interpretation of section 405.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 695

s. 407 Consequences of a direction under section 405.. . . . . . . . . . . . . . . . . . . . . . . . . 696

s. 408 EFTA firms.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 697

s. 409 Gibraltar.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 697

International obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 698

s. 410 International obligations.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 698

Tax treatment of levies and repayments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 699

R s. 411 Tax treatment of levies and repayments.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 699

Gaming contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 699

s. 412 Gaming contracts.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 699

Trade-matching and reporting systems. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 700

s. 412A Approval and monitoring of trade-matching and reporting systems. . . . . 700

s. 412B Procedure for approval and suspension or withdrawal of approval. . . . . . 701

Limitation on powers to require documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702

s. 413 Protected items.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702

Financial Services and Markets Act 2000 Page 1190
Service of notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703

s. 414 Service of notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703

Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704

s. 415 Jurisdiction in civil proceedings.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704

Powers under the Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704

s. 415A Powers under the Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 705

Consultation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 705

s. 415B Consultation in relation to taking certain enforcement action. . . . . . . . . . . 705

Removal of certain unnecessary provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 706

s. 416 Provisions relating to industrial assurance and certain other enactments.. . 706

Part XXIX INTERPRETATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 707

s. 417 Definitions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 707

!

s. 418 Carrying on regulated activities in the United Kingdom.. . . . . . . . . . . . . . . . . . . 711

s. 419 Carrying on regulated activities by way of business.. . . . . . . . . . . . . . . . . . . . . . . 713

s. 420 Parent and subsidiary undertaking.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 714

s. 421 Group.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 714

s. 421ZA Immediate group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 715

s. 421A Meaning of “participating interest”. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 715

s. 422 Controller. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 716

s. 422A Disregarded holdings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 717

s. 423 Manager.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 719

s. 424 Insurance.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 719

s. 424A Investment firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 720

s. 425 Expressions relating to authorisation elsewhere in the single market.. . . . . . . 721

s. 425A Consumers: regulated activities etc carried on by authorised persons. . . . . . 722

s. 425B Consumers: regulated activities carried on by others. . . . . . . . . . . . . . . . . . . . . 723

s. 425C “Qualifying EU provision”. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 723

Part XXX SUPPLEMENTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 724

s. 426 Consequential and supplementary provision.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 724

s. 427 Transitional provisions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 724

s. 428 Regulations and orders.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 725

s. 429 Parliamentary control of statutory instruments.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 726

s. 430 Extent.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 727

s. 431 Commencement.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 728

s. 432 Minor and consequential amendments, transitional provisions and repeals.. . 728

s. 433 Short title.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 728

Schedule 1 THE FINANCIAL SERVICES AUTHORITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 729

Part I GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 729

R para. 1 Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 729

Financial Services and Markets Act 2000 Page 1191
R para. 2 Constitution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 730

R para. 3 Non-executive members of the governing body. . . . . . . . . . . . . . . . . . . . . . . . 731

R para. 4 Functions of the non-executive committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 732

R para. 5 Arrangements for discharging functions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 733

R para. 6 Monitoring and enforcement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 734

R para. 7 Arrangements for the investigation of complaints. . . . . . . . . . . . . . . . . . . . . . . 735

R para. 8 Investigation of complaints. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 736

R para. 9 Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 737

R para. 10 Annual report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 738

R para. 11 Annual public meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 739

R para. 12 Report of annual meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 740

Part II STATUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 741

R para. 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 741

Exemption from requirement of "limited" in Authority's name. . . . . . . . . . . . . . . . . . 742

R para. 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 742

R para. 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 743

Part III PENALTIES AND FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 744

R para. 16 Penalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 744

R para. 17 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 745

R para. 18 Services for which fees may not be charged. . . . . . . . . . . . . . . . . . . . . . . . . . . 746

Part IV MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 747

R para. 19 Exemption from liability in damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 747

R para. 19A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 748

R para. 19B Amounts required by rules to be paid to the Authority. . . . . . . . . . . . . . . 749

R para. 20 Disqualification for membership of House of Commons. . . . . . . . . . . . . . . 750

R para. 21 Disqualification for membership of Northern Ireland Assembly. . . . . . . . 751

Schedule 1ZA THE FINANCIAL CONDUCT AUTHORITY. . . . . . . . . . . . . . . . . . . . . . . . 752

Part 1 GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 753

Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 753

para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 753

Constitution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 754

para. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 754

para. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 754

para. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 755

para. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 756

para. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 756

Remuneration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 757

para. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 757

Arrangements for discharging functions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 757

Financial Services and Markets Act 2000 Page 1192
para. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 757

Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 758

para. 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 758

Publication of record of meetings of governing body. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 759

para. 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 759

Annual report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 759

para. 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 760

Annual public meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 760

para. 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 761

Report of annual meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 762

para. 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 762

Accounts and audit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 762

para. 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 762

para. 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 763

Part 2 STATUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 764

Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 764

para. 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 764

Exemption from requirement for use of “limited” in name of FCA. . . . . . . . . . . . . . 764

para. 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 765

para. 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 765

Part 3 PENALTIES AND FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 765

Penalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 766

para. 19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 766

para. 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 766

para. 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 768

para. 22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 768

Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 769

para. 23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 769

Services for which fees may not be charged. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 771

para. 24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 771

Part 4 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 771

Exemption from liability in damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 772

para. 25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 772

Accredited financial investigators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 772

para. 26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 773

Amounts required by rules to be paid to the FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 773

para. 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 773

Schedule 1ZB THE PRUDENTIAL REGULATION AUTHORITY. . . . . . . . . . . . . . . . . . 774

Part 1 GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 774

Financial Services and Markets Act 2000 Page 1193
Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 774

para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 774

Constitution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 775

para. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 775

para. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 775

para. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 776

para. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 776

Appointed members of governing body. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 777

para. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 777

para. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 777

para. 8 Arrangements for discharging functions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 777

para. 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 778

para. 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 778

para. 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 779

para. 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 779

para. 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 779

para. 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 780

Terms of service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 780

para. 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 780

Arrangements for discharging functions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 781

para. 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 781

Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 782

para. 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 782

Budget. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 782

para. 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 782

Annual report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 783

para. 19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 783

Consultation about annual report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 784

para. 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 784

Report on consultation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 784

para. 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 785

Accounts and audit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 785

para. 22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 785

para. 23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 786

Part 2 STATUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 786

Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787

para. 24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787

Exemption from requirement for use of “limited” in name of PRA. . . . . . . . . . . . . . 787

para. 25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787

Financial Services and Markets Act 2000 Page 1194
para. 26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 788

Part 3 PENALTIES AND FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 788

Penalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 788

para. 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 788

para. 28 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 789

para. 29 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 790

para. 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 790

Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 791

para. 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 791

Services for which fees may not be charged. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 792

para. 32 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 793

Part 4 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 793

Exemption from liability in damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 793

para. 33 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 793

Accredited financial investigators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 794

para. 34 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 794

Amounts required by rules to be paid to the PRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 795

para. 35 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 795

Schedule 1A FURTHER PROVISION ABOUT THE CONSUMER FINANCIAL

EDUCATION BODY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 795

Part I GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 795

Ensuring exercise of consumer financial education function etc. . . . . . . . . . . . . . . . . 796

para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 796

Constitution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 796

para. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 796

Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 797

para. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 797

Discharge of function by others. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 797

para. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 798

para. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 798

Discharge of functions: considerations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 799

para. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 799

Relationship with the FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 799

para. 6A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 799

para. 6B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800

Budget. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800

P para. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800

Annual plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 801

P para. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 801

Financial Services and Markets Act 2000 Page 1195
Annual reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802

para. 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802

Audit of accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 803

para. 9A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 803

P para. 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 804

P para. 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 804

Part II FUNDING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 805

para. 11 Meaning of “the relevant costs”. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 805

para. 12 Funding of the relevant costs by authorised persons, payment service providers

or electronic money issuers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 805

P para. 13 Funding of the relevant costs by consumer credit licensees etc. . . . . . . . . 806

para. 14 Funding by grants or loans etc made by Treasury or Secretary of State. . 806

Part III REVIEWS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 807

para. 15 Reviews of economy etc of the consumer financial education body. . . . 807

para. 16 Right to obtain documents and information. . . . . . . . . . . . . . . . . . . . . . . . . . . 808

Schedule 2 REGULATED ACTIVITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 808

Part I REGULATED ACTIVITIES: GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 808

para. 1 General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 809

para. 2 Dealing in investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 809

para. 3 Arranging deals in investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 809

para. 4 Deposit taking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 810

para. 5 Safekeeping and administration of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 810

para. 6 Managing investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 810

para. 7 Investment advice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 811

para. 8 Establishing collective investment schemes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 811

para. 9 Using computer-based systems for giving investment instructions. . . . . . . 812

Part IA REGULATED ACTIVITIES: RECLAIM FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . 812

para. 9A Activities of reclaim funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 812

Part II INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 813

para. 10 General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 813

para. 11 Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 813

para. 12 Instruments creating or acknowledging indebtedness. . . . . . . . . . . . . . . . . . 813

para. 13 Government and public securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 814

para. 14 Instruments giving entitlement to investments. . . . . . . . . . . . . . . . . . . . . . . . . 814

para. 15 Certificates representing securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 815

para. 16 Units in collective investment schemes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 815

para. 17 Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 816

para. 18 Futures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 816

para. 19 Contracts for differences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 816

Financial Services and Markets Act 2000 Page 1196
para. 20 Contracts of insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 817

para. 21 Participation in Lloyd's syndicates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 817

para. 22 Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 817

para. 23 Loans and other forms of credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 818

para. 23A Other finance arrangements involving land. . . . . . . . . . . . . . . . . . . . . . . . . . 818

para. 23B Contracts for hire of goods. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 819

para. 24 Rights in investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 819

Part IIA REGULATED ACTIVITIES RELATING TO INFORMATION ABOUT

PERSONS ‘FINANCIAL STANDING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 819

General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 820

para. 24A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 820

Providing credit reference services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 820

para. 24B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 820

Providing credit information services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 821

P para. 24C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 821

para. 24D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 821

Part IIB REGULATED ACTIVITIES RELATING TO THE SETTING OF

BENCHMARKS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 821

General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 822

para. 24E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 822

Providing information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 822

para. 24F . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 822

Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 823

para. 24G . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 823

Determining or publishing benchmark or publishing connected information. . . . 823

para. 24H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 823

Part III SUPPLEMENTAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 824

para. 25 The order-making power. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 824

para. 26 Parliamentary control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 824

para. 27 Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 825

Schedule 3 EEA PASSPORT RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 826

Part I DEFINED TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 826

para. 1 The single market directives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 826

para. 2 The banking co-ordination directives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 827

para. 3 The insurance directives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 828

para. 3A The reinsurance directive. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 828

R para. 4 The investment services directive. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 829

para. 4A The insurance mediation directive. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 829

para. 4B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 829

Financial Services and Markets Act 2000 Page 1197
para. 4C The markets in financial instruments directive. . . . . . . . . . . . . . . . . . . . . . . . 830

para. 4D The emission allowance auctioning regulation. . . . . . . . . . . . . . . . . . . . . . . . 830

para. 4E The alternative investment fund managers directive. . . . . . . . . . . . . . . . . . . 830

!

para. 5 EEA firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 831

para. 5A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 832

para. 6 EEA authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 833

para. 7 EEA right. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 833

!

para. 7A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 834

para. 8 EEA State. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 835

para. 9 Home state regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 835

para. 10 UK firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 836

!

para. 10A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 836

para. 10B UK investment firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 837

para. 11 Host state regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 837

para. 11A Tied agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 837

para. 11B Management company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 838

para. 11C UCITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 838

para. 11D EEA AIFM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 838

Part II EXERCISE OF PASSPORT RIGHTS BY EEA FIRMS. . . . . . . . . . . . . . . . . . . . 839

para. 12 Firms qualifying for authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 839

para. 13 Establishment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 840

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para. 14 Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 843

P para. 15 Grant of permission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 845

para. 15ZA Grant of permission: bidding for emission allowances. . . . . . . . . . . . . . 846

para. 15A Application for approval to manage UCITS. . . . . . . . . . . . . . . . . . . . . . . . . 847

para. 15B Representations and references to the Tribunal. . . . . . . . . . . . . . . . . . . . . . 848

para. 15C Information to home state regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 849

para. 16 Effect of carrying on regulated activity when not qualified for

authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 849

para. 17 Continuing regulation of EEA firms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 850

para. 18 Giving up right to authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 850

Part III EXERCISE OF PASSPORT RIGHTS BY UK FIRMS. . . . . . . . . . . . . . . . . . . . 851

Meaning of “the appropriate UK regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 851

para. 18A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 851

Establishment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 851

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para. 19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 851

Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 856

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para. 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 856

Information for host state regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 860

Financial Services and Markets Act 2000 Page 1198
para. 20ZA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 860

Tied agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 860

para. 20A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 860

Notice of intention to market a UCITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 861

para. 20B Notice of intention to market. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 861

Notice of intention to market an AIF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 862

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para. 20C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 862

Offence relating to exercise of passport rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864

para. 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864

Continuing regulation of UK firms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864

para. 22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864

R para. 23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 865

para. 24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 865

Arrangements between FCA and PRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 866

para. 24A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 866

Information to be included in the public record. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 867

para. 25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 867

UK management companies: delegation of functions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 868

para. 26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 868

UK management companies: withdrawal of authorisation. . . . . . . . . . . . . . . . . . . . . . . 868

para. 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 868

Management companies: request for information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 869

para. 28 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 869

Full-scope UK AIFMs: notification of breach by host state regulator. . . . . . . . . . . . 869

para. 29 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 869

Schedule 4 TREATY RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 870

para. 1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 870

para. 2 Firms qualifying for authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 871

para. 3 Exercise of Treaty rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 871

para. 3A Notification between UK regulators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 872

para. 4 Permission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 872

para. 5 Notice to UK regulator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 873

para. 6 Offences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 874

Schedule 5 PERSONS CONCERNED IN COLLECTIVE INVESTMENT SCHEMES. 875

para. 1 Authorisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 875

para. 2 Permission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 876

Schedule 6 THRESHOLD CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 876

Part I Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 877

para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 877

Financial Services and Markets Act 2000 Page 1199
para. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 877

para. 2A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878

para. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878

para. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878

para. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 879

para. 1A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 879

Part II AUTHORISATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 880

R para. 6 Authorisation under Schedule 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 880

R para. 7 Authorisation under Schedule 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 880

Part 1B Part 4A permission: authorised persons who are not PRA-authorised persons. 880

para. 2A Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 881

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para. 2B Location of offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 881

P para. 2C Effective supervision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 882

P para. 2D Appropriate resources. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 883

para. 2E Suitability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 884

P para. 2F Business model. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 885

P para. 2G Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 885

Part 1C Part 4A permission: conditions for which FCA is responsible in relation to

PRA-authorised persons. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 887

para. 3A Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 887

para. 3B Effective supervision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 888

para. 3C Appropriate non-financial resources. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 889

para. 3D Suitability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 889

para. 3E Business model. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 890

Part 1D Part 4A permission: conditions for which the PRA is responsible in relation to

insurers etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 890

para. 4A Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 890

para. 4B Legal status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 891

para. 4C Location of offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 892

para. 4D Business to be conducted in a prudent manner. . . . . . . . . . . . . . . . . . . . . . . . 892

para. 4E Suitability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 893

para. 4F Effective supervision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 894

Part 1E Part 4A permission: conditions for which the PRA is responsible in relation to

other PRA-authorised persons. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 894

para. 5A Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 895

para. 5B Legal status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 895

para. 5C Location of offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 896

para. 5D Business to be conducted in a prudent manner. . . . . . . . . . . . . . . . . . . . . . . . 896

para. 5E Suitability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 897

para. 5F Effective supervision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 897

Financial Services and Markets Act 2000 Page 1200
Part 1F Authorisation under Schedule 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 898

para. 6A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 899

Part 1G Authorisation under Schedule 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 900

para. 7A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 900

Part III ADDITIONAL CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 901

para. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 901

R para. 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 901

Schedule 7 THE AUTHORITY AS COMPETENT AUTHORITY FOR PART VI. . . . 901

R para. 1 General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 901

R para. 2 The Authority's general functions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 902

R para. 3 Duty to consult. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 902

R para. 4 Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 902

R para. 5 Statements of policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 902

R para. 6 Penalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 902

R para. 7 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 902

R para. 8 Exemption from liability in damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 902

Schedule 8 TRANSFER OF FUNCTIONS UNDER PART VI. . . . . . . . . . . . . . . . . . . . . . . . 903

The power to transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 903

R para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 903

Supplemental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 903

R para. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 903

R para. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 903

Schedule 9 NON-LISTING PROSPECTUSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 904

R para. 1 General application of Part VI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 904

R para. 2 References to listing particulars. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 904

R para. 3 General duty of disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 904

R para. 4 Supplementary prospectuses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 904

R para. 5 Exemption from liability for compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 904

R para. 6 Advertisements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 904

R para. 7 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 904

Schedule 10 COMPENSATION: EXEMPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 905

para. 1 Statements believed to be true. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 905

para. 2 Statements by experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 906

para. 3 Corrections of statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 906

para. 4 Corrections of statements by experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 907

para. 5 Official statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 907

para. 6 False or misleading information known about. . . . . . . . . . . . . . . . . . . . . . . . . . . . 908

para. 7 Belief that supplementary listing particulars not called for. . . . . . . . . . . . . . . . 908

para. 8 Meaning of "expert". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 909

Financial Services and Markets Act 2000 Page 1201
Schedule 10A LIABILITY OF ISSUERS IN CONNECTION WITH PUBLISHED

INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 909

Part 1 SCOPE OF THIS SCHEDULE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 909

para. 1 Securities to which this Schedule applies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 909

para. 2 Published information to which this Schedule applies. . . . . . . . . . . . . . . . . . 910

Part 2 LIABILITY IN CONNECTION WITH PUBLISHED INFORMATION. . . . 911

Liability of issuer for misleading statement or dishonest omission. . . . . . . . . . . . . . . 911

para. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 911

para. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 912

Liability of issuer for dishonest delay in publishing information. . . . . . . . . . . . . . . . . 912

para. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 913

Meaning of dishonesty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 913

para. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 913

Exclusion of certain other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 914

para. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 914

Part 3 SUPPLEMENTARY PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 915

para. 8 Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 915

Schedule 11 OFFERS OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 916

R para. 1 The general rule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 916

R para. 2 Exempt offers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 916

R para. 3 Offers for business purposes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 916

R para. 4 Offers to limited numbers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 916

R para. 5 Clubs and associations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 917

R para. 6 Restricted circles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 917

R para. 7 Underwriting agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 917

R para. 8 Offers to public authorities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 917

R para. 9 Maximum consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 917

R para. 10 Minimum consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 917

R para. 11 Securities denominated in euros. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 917

R para. 12 Takeovers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 918

R para. 13 Mergers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 918

R para. 14 Free shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 918

R para. 15 Exchange of shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 918

R para. 16 Qualifying persons. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 918

R para. 17 Convertible securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 918

R para. 18 Charities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 918

R para. 19 Building societies etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919

R para. 20 Euro-securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919

R para. 21 Same class securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919

Financial Services and Markets Act 2000 Page 1202
R para. 22 Short date securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919

R para. 23 Government and public securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919

R para. 24 Non-transferable securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919

R para. 24A Units in a collective investment scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919

R para. 25 General definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 920

Schedule 11A TRANSFERABLE SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 920

Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 920

para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 920

para. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 920

para. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 921

para. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 921

para. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 921

para. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 922

Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 922

para. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 922

para. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 923

para. 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 924

Schedule 11B CONNECTED PERSONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 924

Part 1 MEANING OF “CONNECTED PERSON”. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 925

para. 1 Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 925

para. 2 Meaning of “connected person”. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 925

para. 3 Family members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 926

para. 4 Associated bodies corporate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 926

para. 5 Control of a body corporate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 927

para. 6 Supplementary provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 928

Part 2 CONNECTED PERSONS: REFERENCES TO AN INTEREST IN SHARES OR

DEBENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 928

para. 7 Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 928

para. 8 General provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 929

para. 9 Rights to acquire shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 929

para. 10 Right to exercise or control exercise of rights. . . . . . . . . . . . . . . . . . . . . . . . . 930

para. 11 Bodies corporate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 930

para. 12 Trusts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 931

Schedule 12 TRANSFER SCHEMES: CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 932

Part I INSURANCE BUSINESS TRANSFER SCHEMES. . . . . . . . . . . . . . . . . . . . . . . . . 932

para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 932

para. 2 Certificates as to margin of solvency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 933

para. 3 Certificates as to consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 935

para. 4 Certificates as to long-term business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 935

Financial Services and Markets Act 2000 Page 1203
para. 5 Certificates as to general business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 936

para. 5A Certificates as to legality and as to consent. . . . . . . . . . . . . . . . . . . . . . . . . . . 936

para. 6 Interpretation of Part I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 937

Part II BANKING BUSINESS TRANSFER SCHEMES. . . . . . . . . . . . . . . . . . . . . . . . . . . 938

para. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 938

para. 8 Certificates as to financial resources. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 938

para. 9 Certificates as to consent of home state regulator. . . . . . . . . . . . . . . . . . . . . . . 939

Part IIA RECLAIM FUND BUSINESS TRANSFER SCHEMES. . . . . . . . . . . . . . . . . . 940

para. 9A Certificate as to financial resources. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 940

Part III INSURANCE BUSINESS TRANSFERS EFFECTED OUTSIDE THE UNITED

KINGDOM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 940

para. 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 940

Schedule 13 THE FINANCIAL SERVICES AND MARKETS TRIBUNAL. . . . . . . . . . . 942

Part I GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 942

R para. 1 Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 942

Part II THE TRIBUNAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 942

R para. 2 President. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 942

R para. 3 Panels. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 942

R para. 4 Terms of office etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 942

R para. 5 Remuneration and expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 942

R para. 6 Staff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 943

Part III CONSTITUTION OF TRIBUNAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 943

R para. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 943

Part IV TRIBUNAL PROCEDURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 943

R para. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 943

R para. 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 943

R para. 10 Practice directions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 943

R para. 11 Evidence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 943

R para. 12 Decisions of Tribunal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 944

R para. 13 Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 944

Schedule 14 ROLE OF THE COMPETITION COMMISSION. . . . . . . . . . . . . . . . . . . . . . 944

R para. 1 Provision of information by Treasury. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 944

R para. 2 Consideration of matters arising on a report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 944

R para. 2A Investigations under section 162: application of Enterprise Act 2002. . . . . 945

R para. 2B Section 162: modification of Schedule 7 to the Competition Act 1998. . . . 945

R para. 2C Reports under section 162: further provision. . . . . . . . . . . . . . . . . . . . . . . . . . . . 945

R para. 3 Applied provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 945

R para. 4 Publication of reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 945

Schedule 15 INFORMATION AND INVESTIGATIONS: CONNECTED PERSONS. . 946

Financial Services and Markets Act 2000 Page 1204
Part I RULES FOR SPECIFIC BODIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 946

para. 1 Corporate bodies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 946

para. 2 Partnerships. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 946

para. 3 Unincorporated associations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 947

para. 4 Friendly societies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 947

para. 5 Building societies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 947

para. 6 Individuals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 948

para. 7 Application to sections 171 and 172. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 948

Part II ADDITIONAL RULES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 949

para. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 949

Schedule 16 PROHIBITIONS AND RESTRICTIONS IMPOSED BY OFFICE OF FAIR

TRADING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 949

R para. 1 Preliminary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 949

R para. 2 Notice of prohibition or restriction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 949

R para. 3 Application to revoke prohibition or restriction. . . . . . . . . . . . . . . . . . . . . . . . . . . 950

R para. 4 Representations to OFT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 950

R para. 5 Appeals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 950

Schedule 17 THE OMBUDSMAN SCHEME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 950

Part I GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 950

para. 1 Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 950

Part II THE SCHEME OPERATOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 951

para. 2 Duty of FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 951

P para. 3 Constitution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 951

para. 3A Relationship with FCA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 952

para. 4 The panel of ombudsmen. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 953

para. 5 The Chief Ombudsman. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 953

para. 6 Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 953

P para. 7 Annual reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 954

para. 7A Audit of accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 955

para. 8 Information, advice and guidance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 955

P para. 9 Budget. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 956

para. 9A Annual plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 956

P para. 10 Exemption from liability in damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 957

P para. 11 Privilege. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 957

Part III THE COMPULSORY JURISDICTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 958

para. 12 Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 958

para. 13 FCA's procedural rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 958

para. 14 The scheme operator's rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 959

para. 15 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 960

Financial Services and Markets Act 2000 Page 1205
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para. 16 Enforcement of money awards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 961

Part IIIA THE CONSUMER CREDIT JURISDICTION. . . . . . . . . . . . . . . . . . . . . . . . . . 961

P para. 16A Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 962

P para. 16B Procedure for complaints etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 962

P para. 16C Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 962

P para. 16D Enforcement of money awards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 962

P para. 16E Procedure for consumer credit rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 962

P para. 16F Verification of consumer credit rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 962

P para. 16G Consultation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 963

Part IV THE VOLUNTARY JURISDICTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 963

para. 17 Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 963

para. 18 Terms of reference to the scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 963

para. 19 Delegation by and to other schemes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 964

para. 20 Voluntary jurisdiction rules: procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 965

para. 21 Verification of the rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 965

para. 22 Consultation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 966

Schedule 17A FURTHER PROVISION IN RELATION TO EXERCISE OF PART 18

FUNCTIONS BY BANK OF ENGLAND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 966

Part 1 CO-OPERATION BETWEEN APPROPRIATE REGULATORS. . . . . . . . . . . 967

Memorandum of understanding between appropriate regulators and PRA. . . . . . 967

para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 967

para. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 968

para. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 969

para. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 969

para. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 969

para. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 970

Notification by FCA of action in relation to recognised clearing houses. . . . . . . . . . 970

para. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 970

para. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 971

Part 2 APPLICATION OF PROVISIONS OF THIS ACT IN RELATION TO BANK

OF ENGLAND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 971

Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 972

para. 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 972

Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 972

para. 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 973

Information gathering and investigations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 973

para. 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 974

para. 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 975

para. 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 975

Financial Services and Markets Act 2000 Page 1206
para. 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 975

para. 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 976

para. 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 977

Powers in relation to parent undertakings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 977

para. 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 977

Auditors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 978

para. 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 978

para. 19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 979

para. 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 980

para. 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 980

Public record and disclosure of information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 981

para. 22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 981

para. 23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 982

Insolvency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 982

para. 24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 982

para. 25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 983

Injunctions and restitution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 983

para. 26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 983

para. 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 984

para. 28 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 985

Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 985

para. 29 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 986

Offences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 986

para. 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 986

para. 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 987

Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 987

para. 32 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 988

Annual report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 988

para. 33 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 988

Part 3 WINDING UP, ADMINISTRATION OR INSOLVENCY OF RECOGNISED

CLEARING HOUSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 989

Notice to Bank of England of preliminary steps. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 989

para. 34 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 989

Power to give directions to insolvency practitioner. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 990

para. 35 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 991

Part 4 FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 992

para. 36 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 992

para. 37 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 993

Schedule 18 MUTUALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 993

Financial Services and Markets Act 2000 Page 1207
Part I FRIENDLY SOCIETIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 993

The Friendly Societies Act 1974 (c.46). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 993

para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 993

para. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 994

para. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 994

para. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 994

The Friendly Societies Act 1992 (c.40). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 995

para. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 995

para. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 995

para. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 995

para. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 995

Part II FRIENDLY SOCIETIES: SUBSIDIARIES AND CONTROLLED BODIES. 996

para. 9 Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 996

para. 10 Qualifying bodies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 996

para. 11 Bodies controlled by societies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 997

para. 12 Joint control by societies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 997

para. 13 Acquisition of joint control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 998

para. 14 Amendment of Schedule 8 to the 1992 Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . 998

para. 15 Consequential amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 999

para. 16 References in other enactments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 999

Part III BUILDING SOCIETIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1000

The Building Societies Act 1986 (c.53). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1000

para. 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1000

para. 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1000

Part IV INDUSTRIAL AND PROVIDENT SOCIETIES. . . . . . . . . . . . . . . . . . . . . . . . . 1001

The Industrial and Provident Societies Act 1965 (c.12). . . . . . . . . . . . . . . . . . . . . . . . . 1001

para. 19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1001

para. 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1001

Part V CREDIT UNIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1001

The Credit Unions Act 1979 (c.34). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1001

para. 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1001

para. 22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1002

para. 23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1002

para. 24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1002

para. 25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003

para. 26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003

Schedule 19 COMPETITION INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003

Part I PERSONS AND FUNCTIONS FOR THE PURPOSES OF SECTION 351. . 1003

R para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003

Financial Services and Markets Act 2000 Page 1208
Part II THE ENACTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003

R para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003

R para. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1004

R para. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1004

R para. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1004

R para. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1004

R para. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1004

R para. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1004

R para. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1004

R para. 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005

R para. 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005

R para. 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005

R para. 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005

R para. 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005

R para. 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005

R para. 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005

R para. 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1006

R para. 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1006

R para. 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1006

R para. 19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1006

Schedule 20 MINOR AND CONSEQUENTIAL AMENDMENTS. . . . . . . . . . . . . . . . . . . 1006

para. 1 The House of Commons Disqualification Act 1975 (c. 24). . . . . . . . . . . . . . . 1006

para. 2 The Northern Ireland Assembly Disqualification Act 1975 (c. 25). . . . . . . . 1007

para. 3 The Civil Jurisdiction and Judgments Act 1982 (c. 27). . . . . . . . . . . . . . . . . . . 1007

para. 4 The Income and Corporation Taxes Act 1988 (c. 1). . . . . . . . . . . . . . . . . . . . . . 1008

para. 5 The Finance Act 1991 (c. 31). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1009

R para. 6 The Tribunals and Inquiries Act 1992 (c. 53). . . . . . . . . . . . . . . . . . . . . . . . . . . . 1009

para. 7 The Judicial Pensions and Retirement Act 1993 (c. 8). . . . . . . . . . . . . . . . . . . . 1009

Schedule 21 TRANSITIONAL PROVISIONS AND SAVINGS. . . . . . . . . . . . . . . . . . . . . . 1010

para. 1 Self-regulating organisations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1010

para. 2 Self-regulating organisations for friendly societies. . . . . . . . . . . . . . . . . . . . . . . 1011

Schedule 22 REPEALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1012

para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1012

Explanatory Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1013

para. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1013

para. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1019

para. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1027

para. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1035

para. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1042

Financial Services and Markets Act 2000 Page 1209
para. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1050

para. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1058

para. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1066

para. 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1073

para. 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1081

para. 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1089

para. 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1097

para. 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1105

para. 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1113

para. 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1121

para. 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1129

para. 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1137

Modifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1138

Table of Contents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1161

Financial Services and Markets Act 2000 Page 1210