Change in control

Anyone that wishes to acquire or increase control of a firm we regulate must apply for our approval first.

Subject to any transitional relief, forms and templates applicable before 11pm Thursday 31 December 2020 should be read in conjunction with Supervisory Statement (SS) 2/19, which sets out how the PRA expects firms to interpret EU-based references in reporting and disclosure requirements and regulatory transactions forms.

In this section

Until further notice, the PRA requests that change in control notifications be submitted by email only to PRA-ChangeinControl@bankofengland.co.uk, and not sent by post. Please note that this request applies only to changes in control where the target firm is a dual-regulated entity. For all other changes in control, please refer to the FCA website.

Overview

A person who decides to acquire or increase control in a dual-regulated firm (i.e. a firm jointly authorised by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority) must apply to us for approval. This is known as a ‘change in control’ application or a ‘Section 178 notice’.

You must get approval before effecting a change in control. It is a criminal offence under section 191F of the Financial Services and Markets Act (FSMA) to acquire or increase control without notifying us and receiving approval first. Inserting a holding company is considered a change in control event that we must approve in advance, even though the ultimate controller is not changing.

Who approves change in control decisions?

The following list sets out which regulator you should send your application to, and which regulator/s make the decision, based on the nature of the target firm and controller:

Target firm is dual regulated

Apply to us, we will determine whether to approve. The FCA may make representations to the PRA. Under section 187A of FSMA, the FCA may require the PRA to object to or impose conditions on money laundering/terrorist financing grounds.

Target firm is regulated by the FCA, but a member of its group is dual-regulated or proposed controller is dual-regulated, and the target firm is regulated by the FCA

Apply to the FCA, who will determine whether to approve. We may make representations to the FCA on any matter. Under section 187B of FSMA, the PRA may require the FCA to impose conditions in certain circumstances.

Target firm is regulated only by the FCA and is not part of a group containing a dual-regulated firm. Proposed controller is not a dual-regulated firm

Apply to the FCA, who will determine whether to approve. 

Multiple targets within the same group which contain both dual regulated and FCA-regulated entities

Information is provided on a case-by-case basis. Email PRA-ChangeinControl@bankofengland.co.uk in the first instance.

Pre-application

The pre-application period is designed to help prospective controllers to understand the change in control process, increasing the likelihood that they will submit a complete application. 

We may require additional supporting information. We recommend that you email us at PRA-ChangeinControl@bankofengland.co.uk to discuss whether a pre-application meeting is needed. Submitting your application without prior contact increases the likelihood of us deeming it incomplete. 

Submitting your change in control application

Email a copy of your application form and supporting documents to at PRA-ChangeinControl@bankofengland.co.uk.

As standard we do not charge a fee for processing change in control notifications. However, significant mergers and acquisitions or re-structures can be subject to a special project fee. Please refer to SS3/16 – Fees: PRA approach and application for further information.

How we assess change in control applications

We will follow the assessment procedure set out in sections 185 and 186 of the FSMA 2000.

As part of this assessment, as well as assessing the proposed new controller, we will (in consultation with the FCA) consider the impact of a proposed change in control on the firm’s ability to comply and continue to comply with our prudential requirements, including the relevant threshold conditions. This may include, for example, the resilience of the target firm’s business model, capital and liquidity position, governance, risk management and controls, and the group structure.

We have 60 working days from acknowledging a complete section 178 notification to either:

  • determine whether to approve the acquisition unconditionally
  • propose to approve the acquisition subject to conditions
  • propose to object to the acquisition.

If we decide during our review that we require further information, the clock can be stopped on the 60-day timeline while we seek this information.

If the application is approved, we will issue an approval notice. If we propose to object or to approve the change in control subject to conditions, we will inform the applicant by issuing a Warning Notice. This will include details of the appeals process. 

Please refer to SS10/24 – Prudential assessment of acquisitions and increases in control for further information.

Reductions in or cessations of control

Controllers must notify us in writing of a reduction or cessation of control before effecting the change, although our approval is not required.

You must provide us with the following details:

  • details of the current and proposed shareholding in the authorised firm
  • who the shares are being sold to.

Send these details to PRA-ChangeinControl@bankofengland.co.uk. 

  • 7 January 2026 – Question added into the corporate and intragroup notification forms relating to whether the proposed controller will become a: i) Financial Holding Company (under Part 12B FSMA), ii) Insurance Holding Company, iii) Mixed Activity Insurance Company, or iv) Mixed Financial Holding Company

    20 February 2025 - Accessibility and introductory amendments made to remaining forms (Partnership, intragroup and Fund/Investment Manager).  All forms now reflect that Change in Control notifications are no longer accepted via the post.

    27 January 2025 - PRA version of the individual and trust forms updated to include question on criminal records check (see below).  These forms, as well as the corporate form for limited companies and limited liability partnerships, have also had their introductory text updated and been made more accessible by introducing a linked contents page.

    17 January 2025 - in line with the Financial Action Task Force (FATF)’s recommendation, the FCA (in agreement with the Prudential Regulation Authority) will now request proposed individual controllers obtain criminal background checks from the Disclosure and Barring Service (DBS), or equivalent for persons outside England and Wales.  For further information see the FCA website.

    1 November 2024 - SS10/24 – Prudential assessment of acquisitions and increases in control is published

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This page was last updated 13 February 2026