Change in Control Applications
Under the Financial Services and Markets Act 2000 (FSMA), anyone planning to gain or increase control over an authorised firm must first obtain approval from the relevant regulator. This also applies when there’s a change in the group’s ownership structure. For Payment and Electronic Money Institutions, this falls under the EU’s qualified holdings regime, which defines a controller as any individual or entity that:
Once a change in control application is submitted, the FCA will assess the fitness and propriety of the proposed new controller(s).
How this relates to PSD2-regulated payment services and e-money firms
For firms regulated under PSD2, the requirement to notify the FCA is triggered when shareholdings change within specific thresholds—typically at 10% increments, up to and beyond 50%. A Section 178 notice must be submitted after the Share Purchase Agreement (SPA) is signed (with a change in control clause included), but before the transaction is completed.
In cases where a purchaser is acquiring more than 50% of the firm, the FCA may also require:
How PayWise Compliance can help with your Change in Control
We specialise in helping individuals and companies navigate the change-in-control process smoothly and successfully.
Our support includes:
Your first step is to book a consultation with us. We’ll review your specific situation and advise on the best way to proceed with your Change in Control application.
