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Support for investors buying, or increasing a stake in, a firm regulated by the Financial Conduct Authority (FCA), and for the firms being acquired, from the first structure chart to approval and completion.
Selected engagements from more than 250 licences obtained since 2013, for payment, e-money and cryptoasset firms.
Volkswagen
Payment InstitutionObtained Nexpay’s FCA Authorised Payment Institution licence.
Electronic Money InstitutionObtained Dzing Finance’s FCA Authorised Electronic Money Institution licence.
Obtained Orbital’s FCA Authorised Payment Institution licence.
The short answer
Anyone who decides to acquire or increase control of an FCA authorised firm, including an authorised payment institution or e-money institution, must notify the FCA under section 178 of the Financial Services and Markets Act 2000 and obtain approval before completing. The FCA has up to 60 working days from a complete notification. Completing without approval is a criminal offence. A consultant prepares the notification, controller forms and business plan.
A person becomes a controller of an FCA authorised firm when their shareholding or voting power reaches a set threshold, or when they gain significant influence over its management. Under section 178 of the Financial Services and Markets Act 2000 (FSMA), the proposed controller must notify the FCA once they have decided to acquire or increase control, and must have approval before the change takes place. Notifications are known as section 178 notices.
Approval is needed for direct and indirect acquisitions: a parent company buying a group that owns a regulated subsidiary triggers the regime as much as a direct share purchase. Holdings of people acting in concert are added together under section 422 of FSMA, so a group of investors can become controllers jointly. Reducing or ceasing control requires prior notice but not approval. If someone becomes a controller without knowing, they must tell the FCA as soon as they become aware. Section 191F of FSMA makes acquiring or increasing control without approval a criminal offence.
The threshold that applies depends on the type of firm being acquired, and the FCA publishes the bands on its website.
Acquisitions of authorised PIs and EMIs are a large share of change in control work, because buying a licensed firm can be faster than applying for a new licence. The FCA applies the FSMA controllers regime to these firms, using the same 10, 20, 30 and 50 per cent bands as directive firms.
The FCA's assessment of a payments acquisition looks closely at matters a buyer may not have priced in: the state of the target's safeguarding arrangements under CASS 15, which took effect on 7 May 2026, its capital position, the quality of its financial crime controls and whether its banking and safeguarding accounts will survive the change of owner. A buyer should know the answers before signing, not during the FCA assessment. We review the target's regulatory position as part of due diligence, identify issues that could delay approval or that should be fixed or priced before completion, and prepare the notification so the FCA receives a consistent account of the buyer, the funding and the plan.
The FCA assesses the suitability of each proposed controller and the financial soundness of the acquisition. Its prudential assessment approach is set out in finalised guidance FG24/5, published on 1 November 2024, which replaced the earlier European guidelines. In practice the assessment covers:
Each proposed controller completes its own notification form, either individual or corporate, while the shared transaction details need only be provided once. Proposed controllers who are already FCA approved persons still submit forms, though their CVs are not required. The FCA offers pre-application meetings through its Pre-application support service (PASS), which can be useful for complex structures.
The FCA has up to 60 working days to assess a notification, counted from the date it is complete. The clock stops while the FCA waits for answers to its information requests, so the true timetable depends on how complete and consistent the first submission is. A notification is incomplete until every required form, document and plan has been received, and a corporate controller that has not yet been incorporated holds up the whole notification. Dual-regulated firms, such as banks and insurers, are assessed by the Prudential Regulation Authority (PRA). Transaction documents should make FCA approval a condition of completion and allow for information requests within the timetable.
The firm being acquired has its own duties. It should tell the FCA about the proposed change, keep its own records of controllers current and make sure business continues to meet its regulatory obligations while the transaction is pending. Authorised PIs and EMIs also file an annual controllers report (REP002) and close links report (REP001) within four months of their accounting reference date, and these must match what buyers tell the FCA.
Sellers achieve a faster and cleaner deal when they prepare in advance: an up to date compliance monitoring record, clean regulatory returns, current policies, complete safeguarding records and a clear explanation of any past issues. We prepare sellers for buyer due diligence, coordinate the firm's side of the FCA process and plan the governance changes that take effect on completion, including senior manager or director appointments.
Every engagement follows the same four stages, scaled to the size of your firm and the urgency of the issue.
Assessment: we map the ownership structure, identify every person who will become or cease to be a controller, confirm the thresholds that apply and review the target's regulatory position. Written findings: you receive a report on approval risks, matters to fix or price before signing and a realistic timetable. Remediation: we prepare the section 178 notices, controller forms, business plan and source of funds evidence, answer FCA information requests and resolve issues at the target firm before they delay approval. Ongoing support or outsourced roles: after completion we support the new owners with governance changes, senior manager or director approvals and outsourced compliance or MLRO roles where needed.
Buckingham Capital Consulting (BCC) was established in 2013 and has obtained more than 250 licences in over 60 countries for payment, e-money and crypto firms. That licensing work means we have seen, from the application stage onwards, the controls, people and documents regulators expect to find when they test a firm after authorisation.
We do not stop at the licence. BCC also arranges banking and runs compliance for regulated firms, so the advice you receive reflects how a regulated business actually operates day to day: how its bank partners review it, how its regulator supervises it and how its own board needs to evidence control. Our aim is set out in one line: we open global markets to payment, e-money and crypto businesses, with the licences to enter, the banking to operate and the compliance to scale. If you are weighing your options, use the contact form to describe your firm and the issue, and we will reply with a proposed scope.
The FCA has up to 60 working days to assess a change in control notification, counted from the date the notification is complete. The period pauses while the FCA waits for information it has requested. A complete, consistent first submission is the most effective way to shorten the overall timetable.
A section 178 notice is the notification that a person who has decided to acquire or increase control of an FCA authorised firm must give the FCA under section 178 of FSMA. Each proposed controller submits a form, and the acquisition cannot complete until the FCA approves it or the assessment period ends without objection.
Acquiring or increasing control without FCA approval is a criminal offence under section 191F of FSMA and can lead to a fine. Where it has happened, the acquirer should notify the FCA as soon as possible. The FCA can also object to an existing controller it considers unsuitable.
Yes. Authorised payment institutions and e-money institutions are within the FCA's controllers regime, and the 10, 20, 30 and 50 per cent bands apply. Buyers should also review the target's safeguarding, capital, financial crime controls and banking arrangements before signing, as these affect both approval and value.
For banks, insurers, MiFID investment firms, payment institutions and e-money institutions, approval is needed at 10, 20, 30 and 50 per cent. Most other FCA authorised firms have a single 20 per cent threshold, limited permission consumer credit firms 33 per cent, and registered cryptoasset firms 25 per cent. Significant influence can trigger approval below these levels.
Yes, where the proposed controller will acquire more than 50 per cent of the firm. The FCA treats the notification as incomplete until it receives an adequate business plan, so the assessment period does not start until then. Smaller acquisitions may still need to explain the controller's intentions.
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