(1) A person who, in purported compliance with any requirement falling within subsection (1A) knowingly or recklessly gives a regulator information which is false or misleading in a material particular is guilty of an offence.
(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;
(ba) the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (S.I. 2017/701);
(c) the Short Selling Regulations 2025;
(d) Regulation (EU) No 345/2013 of the European Parliament and the Council of 17 April 2013 on European venture capital funds; ...
(e) Regulation (EU) No 346/2013 of the European Parliament and the Council of 17 April 2013 on European social entrepreneurship funds ; ...
(ea) any EU regulation, originally made under the markets in financial instruments directive, which is assimilated direct legislation;
(eb) any of the following—
(i) the markets in financial instruments regulation,
(ii) any EU regulation, originally made under the markets in financial instruments regulation, which is assimilated direct legislation, and
(iii) any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the markets in financial instruments regulation on or after IP completion day;
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ; ...
(g) the market abuse regulation; ...
(h) the EU Benchmarks Regulation 2016 ; ...
(i) the MMF Regulation ; ...
(j) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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.
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 Competition and Markets Authority under this Act as if it were a function under Part I of that Act.
(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).
(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.
(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).
(2) Proceedings for an offence may be instituted in England and Wales only—
(a) by the appropriate regulator 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 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 (4) and (5) 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.
(3AB) For the purposes of subsections (2)(a) and (3)(a), the Bank of England is the “appropriate regulator” in respect of an offence under section 191F(4A).
(3B) For the purposes of subsections (2)(a) and (3)(a), the FCA is the “appropriate regulator” in respect of any other offence.
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) In exercising its power to institute proceedings for an offence, the appropriate regulator 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.
402 Power of FCA to institute proceedings for certain other offences.
(1) Except in Scotland, the FCA may institute proceedings for an offence under—
(a) Part V of the Criminal Justice Act 1993 (insider dealing); . . .
(b) prescribed regulations relating to money laundering. or
(c) Schedule 7 to the Counter-Terrorism Act 2008 (terrorist financing or money laundering).
(2) In exercising its power to institute proceedings for any such offence, the FCA 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.
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) This section applies if—
(a) it appears to the FCA 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; . . .
(b) payment service providers. or
(c) electronic money issuers.
(3) The FCA 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.
(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 must consult the scheme operator of the ombudsman scheme.
(10) For the meaning of consumers, see section 404E.
(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;
(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;
(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 of persons authorised under paragraph (i);
(k) as to the circumstances in which, instead of a relevant firm, the FCA (or one or more competent persons acting on the FCA's 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 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 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 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.
(9) Nothing in this section is to be taken as limiting the power conferred by section 404.
(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).
(1A) Subsection (1) does not apply if the consumer and the relevant firm agree that it should not apply.
(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.
(2A) The way in which a complaint mentioned in subsection (2) is to be determined by the ombudsman is to be as mentioned in subsection (4).
(2B) Subsection (2A) does not apply if the consumer and the relevant firm agree that it should not apply.
(3) In the following provisions of this section “relevant complaint” means—
(a) a complaint mentioned in subsection (1) other than one in relation to which subsection (1A) applies, or
(b) a complaint mentioned in subsection (2) other than one in relation to which subsection (2B) applies.
(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.
(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.
The following provisions—
(a) Part 14 (disciplinary measures), and
(b) so much of this Act as relates to any provision of that Part,
(which , subject to section 415AA(1), 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.
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
(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) For the purposes of sections 404 to 404B “consumers” means persons who—
(a) who have used, or may have contemplated using, any of the services within subsection (2); or
(b) who have relevant rights or interests in relation to any of the services within that subsection ; or
(c) in respect of whom a person carries on an activity which is specified in article 89G of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (seeking out etc claims) whether that activity, as carried on by that person, is a regulated activity or is, by reason of an exclusion provided for under the 2001 Order or the 2000 Act, not a regulated activity.
(2) The services within this subsection are services provided by—
(a) authorised persons in carrying on regulated activities;
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(c) authorised persons in communicating, or approving the communication by others of, invitations or inducements
(i) to engage in investment activity ; or
(ii) to engage in claims management activity;
(d) authorised persons who are investment firms, or credit institutions, in providing relevant ancillary services;
(e) persons acting as appointed representatives; . . .
(f) payment service providers in providing payment services. or
(g) electronic money issuers in issuing electronic money.
(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.
(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—
...
...
...
“engage in claims management activity” has the meaning given by section 21;
“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;
“payment services” has the same meaning as in the Payment Services Regulations 2017;
“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 (g) of the definition in regulation 2(1);
“relevant ancillary services” has the meaning given by section 138(1C).
(1) For the purposes of sections 404 to 404B—
“redress” includes—
interest; and
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.
(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.
(7) If the FCA 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 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
(b) the variation under regulation 8 or 12 of the Payment Services Regulations 2017 of an authorisation under those regulations. or
(c) the variation under regulation 8 or 11 of the Electronic Money Regulations 2011 of an authorisation under those regulations.
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) 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;
(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 the EEA rights that UK firms had immediately before IP completion day;
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(d) modify section 264 so as to make provision in relation to collective investment schemes constituted under the law of Gibraltar;
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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.
(3) “Gibraltar firm” means a firm which has its head office in Gibraltar or is otherwise connected with Gibraltar.
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) “Specified” means specified in the order.
(6) “UK firm” means a person whose head office is in the United Kingdom or is otherwise connected with the United Kingdom; and “EEA right” has the same meaning as in Schedule 3.
(7) For the purposes of this section, Schedule 3 and section 264, and regulations made under that Schedule or that section, continue to apply on and after IP completion day as they had effect immediately before IP completion day, but subject to any modifications specified in an order under this section.
(8) In relation to the exercise of Gibraltar-related market access rights and persons exercising those rights, the relevant legislation (as defined in subsections (11) and (12)) continues to apply on or after IP completion day as if it had not been repealed, revoked or amended by regulations under section 8 of the European Union (Withdrawal) Act 2018, but this is subject to—
(a) subsection (9), and
(b) any further modifications specified in an order under this section.
(9) The relevant legislation is to be read as if references to a person's rights under any EU legislation were to the person's rights deriving from that legislation.
(10) “Gibraltar-related market access rights” means
(a) rights conferred by virtue of subsection (1)(a) or (d), or
(b) the rights mentioned in subsection (1)(b).
(11) “The relevant legislation” means—
(a) in section 31 (authorised persons), subsection (1)(b);
(b) section 34 (EEA firms);
(c) section 36 (persons authorised as a result of paragraph 1(1) of Schedule 5);
(d) section 37 (exercise of EEA rights by UK firms);
(e) Part 13 (incoming firms: intervention by FCA or PRA) and regulations made under that Part;
(f) sections 266 to 269 (which relate to schemes recognised under section 264);
(g) in Schedule 5 (persons concerned in collective investment schemes), paragraphs 1(1) and (2) and 2(1);
(h) the Financial Services and Markets Act 2000 (Compensation Scheme: Electing Participants) Regulations 2001;
(i) Part 4 (mergers) of the Undertakings for Collective Investment in Transferable Securities Regulations 2011;
(j) any other provision of primary or subordinate legislation which is repealed, revoked, amended or modified by the EEA Passport Rights (Amendment, etc., and Transitional Provisions) (EU Exit) Regulations 2018;
(k) any other provision of primary or subordinate legislation which is repealed, revoked, amended or modified on IP completion day by regulations under section 8(1) of the European Union (Withdrawal) Act 2018 and which relates to—
(i) authorisation by virtue of Part 2 of Schedule 3 or by virtue of paragraph 1(1) of Schedule 5, or persons authorised by virtue of those provisions,
(ii) the exercise by UK firms of EEA rights (as defined in Schedule 3), or
(iii) the recognition of collective investment schemes under section 264, or schemes so recognised.
(12) “The relevant legislation” does not include rules made by the FCA or the PRA.
409A Consultation in relation to deference decisions
(1) This section applies where a regulator is proposing to take a relevant action.
(2) The regulator—
(a) must consider the effect of the relevant action on notified deference decisions, and
(b) if having done so it appears to the regulator that there is a material risk that the relevant action would be incompatible with a notified deference decision, must consult the Treasury about the likely effect of the action on the decision.
(3) Subsection (2) applies only if a duty to consult applies in respect of the taking of the relevant action.
(4) For the purposes of subsection (1) a regulator proposes to take a “relevant action” if—
(a) it proposes to make rules under this Act or any other enactment, or
(b) it proposes to make changes to its general policies and practices so far as relating to its supervisory functions under section 1L (FCA supervisory functions) or (as the case may be) section 2K (PRA supervisory functions).
(5) For the purposes of subsection (2)—
(a) “deference decision” means a decision of the Treasury that the law and practice of another country or territory is, so far as relating to financial services and markets, equivalent to the law and practice of the United Kingdom (either generally or as it relates to a particular matter);
(b) a deference decision is a “notified deference decision” if the Treasury have, by notice in writing, informed the regulator that it is relevant for the purposes of this section;
(c) a relevant action is “incompatible” with a notified deference decision if the action would result in the law and practice of the United Kingdom ceasing to be equivalent to the law and practice of the other country or territory to which the deference decision relates.
(6) For the purposes of subsection (3) a duty to consult applies in respect of a relevant action if—
(a) the duty imposed by section 138I or 138J to publish a draft of proposed rules applies in respect of the action, or
(b) any other duty (whether or not imposed by a provision of this Act) to publish the proposal to take the action in question applies.
(7) Section 138M(1) (consultation: exemptions for temporary product intervention rules) is to be ignored for the purposes of subsection (6) in determining whether a duty to consult applies in respect of a relevant action.
(8) The requirement imposed by subsection (2)(b) must be carried out before the duty to consult in respect of the relevant action is carried out.
(9) The requirements imposed by subsection (2) do not apply to the extent that the regulator takes a relevant action—
(a) by the making of product intervention rules under section 137D if the condition in subsection (10) is met,
(b) by the making of rules under Part 9C (see instead section 143G(3)),
(c) by the making of rules under Part 9D (see instead section 144C(3)),
(d) by the making of rules under Part 12B (see instead section 192XB(2)),
(e) in order to comply with a direction given by the Financial Policy Committee of the Bank of England under section 9H of the Bank of England Act 1998 (directions required macro-prudential measures), or
(f) in order to act in accordance with a recommendation made by that Committee under section 9Q of that Act (recommendations about the exercise of functions).
(10) The condition referred to in subsection (9)(a) is that the FCA considers it necessary not to comply with the requirement imposed by subsection (2) for the purpose of advancing—
(a) the consumer protection objective, or
(b) if an order under section 137D(1)(b) is in force, the integrity objective.
409B Notification in relation to international trade obligations
(1) This section applies where it appears to a regulator that there is a material risk that a relevant action it proposes to take would be incompatible with an international trade obligation.
(2) The regulator must give written notice to the Treasury of the proposed action before proceeding to take it.
(3) Subsection (2) applies only if a duty to consult applies in respect of the taking of the relevant action.
(4) For the purposes of subsection (1) a regulator proposes to take a “relevant action” if—
(a) it proposes to make rules under this Act or any other enactment, or
(b) it proposes to make changes to its general policies and practices so far as relating to its supervisory functions under section 1L (FCA supervisory functions) or (as the case may be) section 2K (PRA supervisory function).
(5) For the purposes of subsection (3) a duty to consult applies in respect of a relevant action if—
(a) the duty imposed by section 138I or 138J to publish a draft of proposed rules applies in respect of the action, or
(b) any other duty (whether or not imposed by a provision of this Act) to publish the proposal to take the action in question applies.
(6) Section 138M(1) (consultation: exemptions for temporary product intervention rules) is to be ignored for the purposes of subsection (5) in determining whether a duty to consult applies in respect of a relevant action.
(7) The requirement imposed by subsection (2) must be carried out before the duty to consult in respect of the relevant action is carried out.
(8) The requirement imposed by subsection (2) does not apply to the extent that the regulator takes a relevant action—
(a) by the making of product intervention rules under section 137D if the condition in subsection (9) is met,
(b) in order to comply with a direction given by the Financial Policy Committee of the Bank of England under section 9H of the Bank of England Act 1998 (directions requiring macro-prudential measures), or
(c) in order to act in accordance with a recommendation made by that Committee under section 9Q of that Act (recommendations about the exercise of functions).
(9) The condition referred to in subsection (8)(a) is that the FCA considers it necessary not to comply with the requirement imposed by subsection (2) for the purpose of advancing—
(a) the consumer protection objective, or
(b) if an order under section 137D(1)(b) is in force, the integrity objective.
(10) Subsection (11) applies in a case where a notice under subsection (2) is not given because of subsection (3) or (8)(a).
(11) The regulator must give written notice to the Treasury of the relevant action it has taken as soon as reasonably practicable after taking it if it appears to the regulator that there is a material risk that the action is incompatible with an international trade obligation.
(12) In this section “international trade obligation” means an obligation of the United Kingdom that relates to financial services or markets under—
(a) a free trade agreement, as defined by section 5(1) of the Trade Act 2021, or
(b) the agreement establishing the World Trade Organisation signed at Marrakesh on 15 April 1994.
(1) If it appears to the Treasury that any action proposed to be taken by a relevant person would be incompatible with any 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.
(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;
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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);
(da) any recognised CSD;
(e) a person included in the list maintained under section 301; or
(f) the scheme operator of the ombudsman scheme.
410A Fees to meet certain expenses of the Treasury
(1) The Treasury may by regulations—
(a) enable the Treasury from time to time by direction to require the FCA, the PRA or the Bank of England (each a “regulator”) to require the payment of fees by relevant persons, or such class of relevant person as may be specified in, or determined by the regulator in accordance with, the direction, for the purpose of meeting relevant expenses incurred by the Treasury;
(b) make provision about how the regulator to which a direction is given is to comply with the direction;
(c) require the regulator to pay to the Treasury, by such time or times as may be specified in the direction, the amount of any fees received by the regulator.
(2) “Relevant expenses” are expenses (including any expenses of a capital nature) which are attributable to United Kingdom membership of, or Treasury participation in, a prescribed international organisation so far as those expenses—
(a) represent a contribution (by way of subscription or otherwise) to the resources of the international organisation, and
(b) are in the opinion of the Treasury attributable to functions of the organisation which relate to financial stability or financial services.
(3) The regulations must provide for the charging of fees in pursuance of a direction given under the regulations to the FCA or the PRA to be by rules made by that regulator.
(4) The provisions of Chapter 2 of Part 9A apply to rules of the FCA or the PRA providing for the charging of fees in pursuance of a direction given under the regulations—
(a) in the case of the FCA, as they apply to rules relating to the payment of fees under paragraph 23 of Schedule 1ZA;
(b) in the case of the PRA, as they apply to rules relating to the payment of fees under paragraph 31 of Schedule 1ZB.
(5) Paragraph 36(1) of Schedule 17A applies to the charging of fees by the Bank of England in pursuance of a direction given to the Bank under the regulations.
(6) The regulations may in particular—
(a) make provision about what is, or is not, to be regarded as an expense;
(b) specify requirements that the Treasury must comply with before giving a direction;
(c) enable a direction to be varied or revoked by a subsequent direction;
(d) confer functions on a regulator.
(7) An amount payable to a regulator as a result of—
(a) any provision of rules made by the FCA or the PRA as a result of the regulations, or
(b) the imposition of fees by the Bank of England as a result of a direction given under the regulations to the Bank,
may be recovered as a debt due to the regulator.
(8) “Relevant persons” means—
(a) in the case of a direction given to the PRA, PRA-authorised persons;
(b) in the case of a direction given to the FCA, authorised persons and recognised investment exchanges who (in either case) are not PRA-authorised persons;
(c) in the case of a direction given to the Bank of England, recognised clearing houses and recognised CSDs, other than those falling within paragraph (a) or (b).
(9) This section is subject to section 410B.
(1) In this section “a fees direction” means a direction given by the Treasury as a result of regulations under section 410A.
(2) Before giving a fees direction to the FCA, the PRA or the Bank of England (each a “regulator”), the Treasury must consult the regulator concerned.
(3) A fees direction must—
(a) be in writing;
(b) except in the case of a direction that revokes a previous direction or a direction that varies a previous direction without affecting the total amount intended to be raised by the fees, specify the total amount intended to be raised by the fees to be charged by the regulator and explain how that amount is calculated;
(c) contain such other information as may be prescribed.
(4) As soon as practicable after giving a fees direction, the Treasury must lay before Parliament a copy of the direction.
(1) No contract to which this section applies is void or unenforceable because of—
(a) . . . Article 170 of the Betting, Gaming, Lotteries and Amusements (Northern Ireland) Order 1985; or
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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.
(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);
(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.
(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.
(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,
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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.
Any power which the FCA, the PRA or the Bank of England 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.
415AA Application of powers to formerly authorised persons
(1) A power in the following provisions may be exercised in relation to persons who were at any time authorised persons (in addition to persons who are authorised persons at the time when the power is exercised)—
(a) section 168 (appointment of investigators in certain cases);
(b) section 205 (public censure);
(c) section 206 (financial penalties);
(d) section 384 (power to require restitution).
(2) Accordingly, references in the provisions listed in subsection (1), and in sections 207 to 209, to an authorised person are (so far as appropriate) to be read as including a person who was at any time an authorised person but who has ceased to be an authorised person.
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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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).
(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 relevant senior management 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.
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(5) In subsection (4)—
“arrangement” has the same meaning as in section 59;
“relevant senior management function” means a function which the FCA is satisfied is a senior management function as defined in section 59ZA (whether or not it is a designated senior management function as defined by section 59ZB).
415C Co-operation and consultation in relation to exercise of functions
(1) In exercising its functions under this Act a relevant organisation (“R”) must—
(a) take such steps as R considers appropriate to co-operate with each of the other relevant organisations in relation to matters of interest to that organisation, and
(b) consult such other persons as R considers appropriate in relation to any matters that R considers to be of interest to those persons.
(2) A matter is of interest to another relevant organisation for the purposes of subsection (1) if it appears to R that it has, or is likely to have, significant implications in relation to—
(a) the exercise by that other relevant organisation of functions under this Act, or
(b) the functioning generally of relevant markets within the meaning of section 1F.
(3) The relevant organisations must prepare and publish a statement of policy with respect to compliance with the duty under subsection (1).
(4) The relevant organisations may alter or replace a statement published under subsection (3).
(5) The relevant organisations must publish a statement as altered or replaced under subsection (4).
(6) The relevant organisations—
(a) must, at least once a year, prepare and publish a report on their compliance with the duty under subsection (1), and
(b) must put in place arrangements enabling representations to be made about their compliance with that duty (whether by seeking representations in response to the report or otherwise).
(7) Except in the case of the first report to be prepared under this section, a report prepared under subsection (6)(a) must include a summary of representations received in the preceding year in accordance with arrangements made under subsection (6)(b).
(8) Publication under this section is to be made in such manner as the relevant organisations consider best designed to bring the publication to the attention of the public.
(9) In this section “relevant organisation” means—
(a) the FCA;
(b) the scheme operator of the ombudsman scheme within the meaning of section 225(2);
(c) the scheme manager of the Financial Services Compensation Scheme within the meaning of section 212.
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.
(1) The Treasury may prepare an SDR policy statement.
(2) An “SDR policy statement” is a statement of the policies of His Majesty’s Government concerning disclosure requirements in connection with matters relating to sustainability.
(3) In preparing an SDR policy statement, the Treasury must consult the regulators.
(4) The Treasury must publish any SDR policy statement in such manner as they consider appropriate.
(5) The Treasury—
(a) must keep any SDR policy statement under review;
(b) may prepare a revised statement (and subsections (3) and (4) apply in relation to any revised statement);
(c) may withdraw any SDR policy statement.
(6) The Treasury may request a regulator to provide them with a report on any matter that the Treasury require in connection with the preparation of an SDR policy statement.
(7) A request for a report under subsection (6)—
(a) must be made in writing, and
(b) may require a regulator to send the report to the Treasury within such reasonable period as may be specified in the request (or such other period as may be agreed).
(8) A regulator must comply with a request under subsection (6).
(9) Nothing in section 348, or in regulations made under section 349, is to be taken as preventing or restricting the ability of a regulator to disclose information to the Treasury for the purposes of this section.
(10) Subsection (9) does not apply in relation to information provided to a regulator by a regulatory authority outside the United Kingdom.
(1) When making rules or issuing guidance in connection with disclosure concerning matters relating to sustainability, a regulator must have regard to any SDR policy statement (within the meaning of section 416A) that the Treasury have published and not withdrawn.
(2) For the purposes of this section, matters relating to sustainability include matters relating to—
(a) the environment, including climate change,
(b) social, community and human rights issues,
(c) tackling corruption and bribery, and
(d) governance, so far as relevant to matters within paragraphs (a) to (c).
(1) In this Act and in any order or regulations made under this Act—
“AIF” has the meaning given in regulation 3 of the Alternative Investment Fund Managers Regulations 2013;
“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);
“Bank of England” is to be read in accordance with section 2A(4) to (6);
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“body corporate” includes a body corporate constituted under the law of a country or territory outside the United Kingdom;
“capital requirements directive” means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC , as it had effect immediately before IP completion day.
“capital requirements regulation” means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 , as it forms part of assimilated law.
“central securities depository” means a CSD or third-country CSD as defined in Article 2(1) of the CSD regulation;
“chief executive”—
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
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);
“collective investment scheme” has the meaning given in section 235;
“the Commission” means the European Commission ...;
“the compensation scheme” has the meaning given in section 213(2);
“control of information rules” has the meaning given in section 137P;
“core activities” has the meaning given in section 142B;
“core services” has the meaning given in section 142C;
“credit-related regulated activity” has the meaning given in section 23(1B);
“credit institution” means an undertaking the business of which is to take deposits or other repayable funds from the public and to grant credits for its own account;
“CRR rules” has the meaning given in section 144A;
“cryptoasset” means any cryptographically secured digital representation of value or contractual rights that—
can be transferred, stored or traded electronically, and
that uses technology supporting the recording or storage of data (which may include distributed ledger technology).
“the CSD regulation” means Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories , as it forms part of assimilated law;
“the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act);
“designated activity” has the meaning given in section 71K;
“director”, in relation to a body corporate, includes—
a person occupying in relation to it the position of a director (by whatever name called); and
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;
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...
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“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);
“the EU Benchmarks Regulation 2016” means Regulation EU 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 , as it forms part of assimilated law;
“excluded activities” has the meaning given in section 142D;
“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 ... 285;
“the FCA” means the Financial Conduct Authority;
“financial promotion rules” means rules made under section 137R;
“Financial Stability Objective” means the objective set out in section 2A of the Bank of England Act 1998;
“friendly society” means an incorporated or registered friendly society;
“full-scope UKAIFM” has the meaning given in regulation 2(1) of the Alternative Investment Fund Managers Regulations 2013;
“general prohibition” has the meaning given in section 19(2);
“general rules”—
in relation to the FCA, has the meaning given in section 137A(2), and
in relation to the PRA, has the meaning given in section 137G(2);
“Gibraltar-based person” has the meaning given in paragraph 1 of Schedule 2A (read with Part 14 of that Schedule);
“incorporated friendly society” means a society incorporated under the Friendly Societies Act 1992;
...
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“insurance undertaking” means—
an undertaking which is authorised by or under this Act to carry on the regulated activity of effecting or carrying out contracts of insurance as principal, or
the association of underwriters known as Lloyd’s;
“investment services and activities” means any of the services and activities listed in Part 3 of Schedule 2 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544), relating to any of the instruments listed in Part 1 of that Schedule;
...
“market abuse regulation” means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, as it forms part of assimilated law;
“markets in financial instruments regulation” means Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2004 on markets in financial instruments, as it forms part of assimilated law;
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“Minister of the Crown” has the same meaning as in the Ministers of the Crown Act 1975;
“MMF Regulation” means Regulation (EU) 2017/1131 of the European Parliament and of the Council of 14 June 2017 on money market funds , as it forms part of assimilated law;
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...
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“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);
“Part 9C prohibition order” has the meaning given in section 143S;
“Part 9C rules” has the meaning given in section 143F;
“Part 18 prohibition order” has the meaning given in section 309B;
“partnership” includes a partnership constituted under the law of a country or territory outside the United Kingdom;
“the Payment Systems Regulator” means the body established under section 40(1) of the Financial Services (Banking Reform) Act 2013;
“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;
“prescribed” (where not otherwise defined) means prescribed in regulations made by the Treasury;
“price stabilising rules” means rules made under section 137Q;
“principal” in relation to an appointed representative, is to be read in accordance with section 39;
“private company” has the same meaning as in the Companies Acts (see section 4 of the Companies Act 2006);
“prohibition order” (except in the expression “Part 9C prohibition order” or “Part 18C prohibition order”) has the meaning given in section 56(2);
“qualifying credit institution” means a credit institution which—
is a person who—
has Part 4A permission to carry on the regulated activity of accepting deposits, or
satisfies the conditions for being given permission under Part 4A to carry on that activity, or
is a body corporate incorporated in the United Kingdom and would satisfy those conditions—
were its head office in the United Kingdom, or
if it has a registered office, were its registered office, or its registered office and its head office, in the United Kingdom,
is not a friendly society, and
is not a society registered as a credit union under—
the Co-operative and Community Benefit Societies Act 2014,
the Credit Unions (Northern Ireland) Order 1985 (S.I. 1985/1205 (N.I. 12)), or
the Co-operative and Community Benefit Societies Act (Northern Ireland) 1969 (c. 24 (N.I.));
“recognised CSD”, “recognised clearing house” and “recognised investment exchange” have the meaning given in section 285;
“registered friendly society” means a society which is—
a friendly society within the meaning of section 7(1)(a) of the Friendly Societies Act 1974; and
registered within the meaning of that Act;
“registered society” (except where otherwise indicated) means—
a registered society within the meaning of the Co-operative and Community Benefit Societies Act 2014, or
a society registered or deemed to be registered under the Industrial and Provident Societies Act (Northern Ireland) 1969;
“regulated activity” has the meaning given in section 22;
“regulated claims management activity” means activity of a kind specified in an order under section 22(1B) (regulated activities: claims management services);
“regulating provisions” has the meaning given in section 140A;
“regulator” has the meaning given in section 3A(2);
“reinsurance undertaking” means—
an undertaking which is authorised by or under this Act to carry on the regulated activity of effecting or carrying out contracts of insurance that are limited to reinsurance contracts as principal, or
the association of underwriters known as Lloyd’s;
“relevant designated activity” has the meaning given in section 71T(1);
“relevant Part 5A requirement” is to be read in accordance with section 71T(2);
“ring-fencing rules” has the meaning given in section 142H;
“ring-fenced body” has the meaning given in section 142A;
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“rule” means a rule made by the FCA or the PRA under this Act;
“rule-making instrument” has the meaning given in section 138G;
“Schedule 2A permission” has the meaning given in paragraph 12(4) of Schedule 2A;
“Schedule 2B permission” has the meaning given in paragraph 7(6) of Schedule 2B;
“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);
“SFT regulation” means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;
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“Takeovers Directive” means Directive 2004/25/ EC of the European Parliament and of the Council;
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“threshold conditions”, in relation to a regulated activity, has the meaning given in section 55B(1);
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“the Tribunal” means the Upper Tribunal;
“trust scheme rules” has the meaning given in section 247(1);
“UCITS” has the meaning given in section 236A;
“UK authorised person” has the meaning given in section 191G(1);
“the UK financial system” has the meaning given in section 1I; and
“unit trust scheme” has the meaning given in section 237.
(1A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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) 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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) The Treasury may by regulations amend the definition of “cryptoasset” in subsection (1).
418 Carrying on regulated activities in the United Kingdom.
(1) In the cases described in this section, a person who—
(a) is carrying on a regulated activity, but
(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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5AA) The sixth case is where—
(a) the regulated activity being carried on by the person is the regulated activity of managing an AIF;
(b) the AIF being managed—
(i) has its registered office in the United Kingdom; or
(ii) is marketed in the United Kingdom;
(c) the person’s registered office is in the United Kingdom or, if the person does not have a registered office, the person’s head office is in the United Kingdom; and
(d) the activity is carried on from an establishment maintained in a country or territory outside the United Kingdom.
(6) For the purposes of the preceding subsections it is irrelevant where the person with whom the activity is carried on is situated.
(6B) The ninth case is where—
(a) the regulated activity being carried on by the person (“A”) is that specified by article 9M of the Regulated Activities Order (issuing qualifying stablecoin), and
(b) all of the activities specified in the conditions set out in paragraph (2)(a) to (c) of that article are carried on by A, or on behalf of A, in the United Kingdom.
(6C) The tenth case is where—
(a) the regulated activity being carried on by the person (“A”) is a regulated cryptoasset activity,
(b) A is involved in the sale or subscription of a qualifying cryptoasset to, or by, a consumer (“C”), and
(c) there is no person who—
(i) is authorised under Part 4A of this Act to carry on a regulated cryptoasset activity of a kind referred to in subsection (6D)(a) or (b),
(ii) is carrying on that activity in relation to the sale or subscription mentioned in paragraph (b), and
(iii) in doing so, is acting as an intermediary between A and C.
(6D) In subsection (6C), a “regulated cryptoasset activity” means a regulated activity specified by the following articles of the Regulated Activities Order—
(a) article 9S (operating a qualifying cryptoasset trading platform);
(b) article 9T (dealing in qualifying cryptoassets as principal);
(c) article 9W (dealing in qualifying cryptoassets as agent);
(d) article 9Y (arranging deals in qualifying cryptoassets).
(6E) The eleventh case is where—
(a) the regulated activity being carried on by the person (“A”) is specified by—
(i) article 9N (safeguarding of qualifying cryptoassets and relevant specified investment cryptoassets) of the Regulated Activities Order, or
(ii) article 9Z6 (qualifying cryptoasset staking) of the Regulated Activities Order,
(b) A is carrying on that activity on behalf of a consumer, and
(c) A is not carrying on that activity at the direction of another person who is authorised under Part 4A of this Act to carry on that regulated activity.
(6F) In subsections (6B) to (6E)—
(a) “consumer” means an individual in the United Kingdom who is acting for a purpose other than for any trade, business or profession carried on by that individual;
(b) “Regulated Activities Order” means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001;
(c) where a term that is used is also used in Chapter 2B (cryptoassets) of Part 2 (specified activities) of the Regulated Activities Order, then it has the same meaning as that given in that Chapter.
(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8) For the purposes of this section, an AIF is “marketed” when—
(a) the person managing the AIF (“the AIFM”) makes a direct or indirect offering or placement of units or shares of the AIF to or with an investor domiciled or with a registered office in the United Kingdom, or
(b) another person makes such an offering or placement at the initiative of, or on behalf of, the AIFM.