Change in control

Change in Control applications

The Financial Services and Markets Act 2000 (FSMA), requires persons to seek approval from the appropriate regulator before gaining or increasing control over an authorised firm. Changes in the holding structure of a group may also require a change in control application. Payment and Electronic Money Institutions follow the approach of the EU’s qualified holdings regime, which means that a person with a shareholding or voting power of 10% or more, or is able to exercise significant influence over a regulated firm is considered a controller. Following submission of the change in control application, the FCA will assess the suitability of any new controllers.

How this relates to PSD2-regulated payment services and e-money firms

With few exceptions, where a particular shareholding changes in between 10% and 50%+ in increments of 10% ‘bands’ the buyer is required to submit a change of control section 178 notice after the Share Purchase Agreement (including change in control conditions) is agreed but before the purchase completes.

In some scenarios, such as acquiring more than 50% control, the buyer will need to provide a business plan, including how the business will be structured and managed and will also need to:

Explain the risks and mitigation strategies your business faces
Describe any existing or future conflicts of interest
Demonstrate you have acquired suitable funding
Attest the company, yourself, and any other controllers are fit and proper

How API Compliance can help with your Change in Control

We have extensive experience in supporting individuals and companies through their change-in-control process.

Support may include:

Education regarding the process, and obligations of the firm and the purchaser/s.
Review of your application, or assistance with its drafting and any supporting documentation.
Correctly filing on your behalf.
Advice before and in respect of questions from the FCA.

The first step is to contact us for a consultation, wherein we will determine the scope of your Change in Control application.

Why choose us?

From initial planning to final submission, we work closely with you to ensure your Change in Control application is clear, complete, and regulator-ready.

Speak with our team

Get in touch

API Compliance ‘held our hand’ through a fairly complex process and supported us to get it right. API have been a fantastic extension to Lapay, a pleasure to work with, and we shall continue to engage with them for the foreseeable future.

Toby Wootton

CEO at Lapay

It was crucial for us to partner with a team that was both experienced and knowledgeable to ensure our goals were met with ease. From the start, we felt confident that API Compliance would deliver swiftly and diligently, and the connection was immediate.

Matheu Crisp

Compliance Director at Millbank FX

We used API Compliance to help us sell our Authorised Payment Institution in the UK. We were very pleased with the professional service and would strongly recommend API Compliance to anyone selling their UK regulated business.

Marius Bausys

Founder at ArcaPay

Superior service. Consultants were knowledgeable and extremely efficient. We couldn't have effectively achieved our objectives without their assistance.

Bernard Beck

Chief Compliance Officer at Ascendant

API did our annual AML/CTF audit as well as our safeguarding review. Very detailed work, pleased with the professional report and they were helpful with the findings/remediation.

Mauricio Barbosa

Director at Real Transfer

We are incredibly grateful to API Compliance for their exceptional support and expertise in obtaining our API license in the UK. We highly recommend them for their dedication, professionalism, and the personalised approach they bring to every engagement.

Josh Hatwell

Operations Director at Capitex Group

API Compliance has been instrumental in helping us elevate our regulatory compliance standards. Their professionalism, attention to detail, and commitment to excellence have made scaling our operations seamless while maintaining top-tier compliance.

Tao Yun

Managing Director at Ronghan International Limited

Our other related services

Find out more about other ways that API Compliance can help your business

Protecting client funds — ensuring your safeguarding meets regulatory standards.

Expert management of your FCA and regulatory filings to keep your firm fully compliant.

Practical, industry-relevant training to keep your team compliant.

Practical guidance to help you meet Consumer Duty requirements with confidence.

Ongoing compliance support, tailored to your firm's needs.

Acquisition support from experts who understand your business.