This page was produced before the UK’s withdrawal from the EU. The UK has now entered into a transition period, due to end on 31 December 2020, during which EU law will continue to apply. We will update this page at a later date, as appropriate, to reflect the legal and regulatory framework applicable at the end of the transition period.
22 May 2020: We published PS13/20 ‘Insurance special purpose vehicles: Updates to authorisation and supervision’, including an accompanying update to SS8/17 ‘Authorisation and supervision of insurance special purpose vehicles’, an update to the Rulebook, and an updated MISPV New Risk Assumption Notification Form available below.
3 September 2019: We published a CP19/19 ‘Insurance Special Purpose Vehicles: Updates to authorisation and supervision’. Responses to the consultation are requested by Tuesday 3 December 2019.
22 July 2019: We updated this page to include updated application forms, accompanying notes, and a new set of FAQs, available below.
Parties wishing to operate in the UK as an ISPV must apply to the PRA for a ‘Part 4A Permission’ under FSMA, to undertake the regulated activity of ‘insurance risk transformation’ (as defined in Regulation 13A of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544)).
The PRA and the Financial Conduct Authority (FCA) have joint responsibility for the authorisation of ISPVs. The PRA will lead and make the final decision on the application, however, we can only grant approval for an ISPV with the FCA’s consent. Although jointly authorised, there is a single administrative process with just one set of forms for making an application. Once authorised, the ISPV will be supervised on an ongoing basis by both the PRA and the FCA.
Note: All references made to ISPVs on this page are equally applicable to multi-arrangement insurance special purpose vehicles (MISPVs), unless otherwise specified.
Applying for authorisation as an ISPV
There are five key stages to becoming authorised as an ISPV:
Before submitting an application, we encourage parties to read Supervisory Statement 8/17 – ‘Authorisation and supervision of insurance special purpose vehicles’ (SS8/17) and the FAQs, and familiarise themselves with the relevant legal and policy material (set out in Chapter 1 of SS8/17) that form the requirements ISPVs must meet.
The applicant will need to demonstrate it meets all the conditions for authorisation listed in Article 318 of the Commission Delegated Regulation (EU) 2015/35 (the ‘Delegated Regulation’). Particular importance is placed on compliance with Articles 319-321 of the Delegated Regulation, which relate to the requirements on the ISPV to be ‘fully funded’, ensure ‘effective risk transfer’ and ensure subordination of the ‘rights of the providers of debt or financing mechanisms’. Additionally, an MISPV must also demonstrate compliance with Article 7 of Commission Implementing Regulation (EU) 2015/462 (the ‘Implementing Regulation’).
In SS8/17 and the ‘FCA Statement – authorising and supervising insurance special purpose vehicles’ the PRA and FCA, respectively, outline their approach and expectations to authorising ISPVs, including the relevant parts of the PRA Rulebook and FCA Handbook, respectively, which must be met. Further, the ISPV must also meet the relevant provisions in the Risk Transformation Regulations 2017 (RTR), and FSMA, including the PRA and FCA Threshold Conditions.
For any queries on matters not included in the above please email: ISPVMailbox@bankofengland.co.uk.
More information and guidance on the requirements ISPVs must meet, the responsibilities of the PRA and FCA, the parties which may apply for an ISPV, and other useful material can be found in the FAQs and SS8/17. Links to these documents are available under Key resources below.
An application may be submitted at any time, but the PRA and FCA offer prospective applicants the possibility of a joint pre-application meeting prior to formal submission. This is not a mandatory part of the authorisation process, but in our experience it can make the review process quicker and simpler once a formal application is subsequently submitted.
The aim of a pre-application meeting is to:
- Allow a preliminary discussion of the proposal, including any plans for future transactions in the case of an MISPV.
- Ensure a clear understanding of the application process and requirements.
- Identify any key issues or novel proposals which might form priority areas for review.
- Understand the target timeframes for approval.
- Discuss and agree working arrangements between the prospective applicant and the regulators during the application stage.
To initiate a pre-application meeting, please email: ISPVMailbox@bankofengland.co.uk.
Parties should submit their application for authorisation using the required forms. These forms and accompanying guidance can be found in the Key resources section. As outlined in the ISPV Application Form, an application should be submitted electronically to ISPVMailbox@bankofengland.co.uk, and include the:
- ISPV Application Form itself;
- appropriate supporting documents;
- SMR Application Forms and accompanying documentation;
- FCA Controlled Function Application Form(s) where applicable;
- Application Form for Registration of Protected Cell Companies where applicable; and
- remittance advice and payment details of the application fee if you have paid by BACS payment, or a cheque covering the application fee.
Note: In the UK, an MISPV must be incorporated as a Protected Cell Company (PCC) pursuant to Rule 4.2 of the Insurance Special Purpose Vehicles Part of the PRA Rulebook.
The PRA will acknowledge receipt of the application and forward it on to the FCA. The PRA and FCA will be in touch regularly with the applicant during their assessment to explain what progress is being made. If there are any concerns or questions, these will be communicated to the applicant at the earliest opportunity. Applicants are offered the possibility to have regular joint calls with both the PRA and FCA to discuss progress and address questions.
The PRA and FCA will assess applications against the requirements set out in the Getting started section. During the assessment stage we will discuss with the applicant the progress of our review and explain the date by which we expect to be able to make a decision.
Scope of Permission
Under Regulation 7 of the RTR, the PRA is required to limit the scope of regulated activities which an ISPV may carry on. This is achieved by issuing a Scope of Permission (SOP) to the ISPV upon approval. During the assessment stage the contents of the SOP will be agreed on a case-by-case basis between the applicant and the PRA.
Where an ISPV wishes to perform activities that are outside its current SOP, it can apply to the PRA for approval for the SOP to be updated post-authorisation. An ISPV should do this by submitting an application for a variation of permission (VOP) using the ISPV VOP Application Form.
Once a decision on the application has been made the PRA will inform the applicant as soon as possible, via email or phone call.
Upon authorisation certain basic information about the ISPV will be uploaded to the Financial Services Register, and therefore these details will be in the public domain. The details uploaded include information on the ISPVs permitted regulated activities, any approved persons, eg SMF directors, and other basic details. It may take up to one working day for this information to show on the register. Note that the SOP is a not a public document and is therefore not uploaded.
Once authorised, the ISPV is responsible for ensuring its ongoing compliance with the requirements, and more detail on the supervisory and reporting requirements are outlined in the Ongoing supervisory and reporting requirements section below. In addition, there are notification requirements imposed on MISPVs and these are also outlined in the MISPV/PCC notification requirements section below.
ISPVs will be subject to ongoing supervision by both the PRA and FCA, and will need to comply with the relevant Threshold Conditions and Solvency II requirements on a continuous basis. The ongoing assessment will be risk-based and take into account the particular nature of ISPVs compared to traditional insurance firms. A key source of information is the qualitative and quantitative reports submitted by ISPVs as part of the annual reporting cycle.
ISPVs are required to provide both a qualitative and quantitative report annually to the PRA. The latter requires the ISPV completing the EIOPA templates designed specifically for ISPVs.
The EIOPA templates described above can be found on the EIOPA webpage in the specific link labelled ‘Solvency 2 Annotated Templates’. The relevant ISPV templates are labelled in line with Annex II of the Implementing Regulation.
The ISPV must submit these templates using the Bank of England Electronic Data Submission (BEEDS) portal. The ISPV will be provided details of its BEEDS account at authorisation, however, for any queries please contact the BEEDS team at the following mailbox: BEEDSQueries@bankofengland.co.uk.
See more information on the supervisory and reporting requirements in the FAQs and SS8/17.
As outlined above, the SOP determines the scope of activities which the ISPV may perform in the future without further approval. In the case of an MISPV, once authorised, it is able to assume new risks without needing to return to the PRA for pre-approval, as long as these remain within the terms of the SOP.
Note: as mentioned above, in the UK, an MISPV must be incorporated as a PCC (pursuant to Rule 4.2 of the Insurance Special Purpose Vehicles Part of the PRA Rulebook), and as such the terms ‘MISPV’ and ‘PCC’ refer to the same entity here.
MISPV New Risk Assumption Notification Form
Within 5 working days of assuming a new risk the MISPV must submit to the PRA an MISPV New Risk Assumption Form, provided in the ‘Useful links’ section. This form can be sent via email, as outlined in the instructions given in the form. See more information on this notification process in the FAQs and SS8/17.
Group of Cells Notification Form
Within 5 working days of creating, amending or cancelling arrangements between cells the MISPV must submit to the PRA the Group of Cells Notification Form, provided in the ‘Useful links’ section. This form can be sent via email, as outlined in the instructions given in the form. See more information on group of cells and this notification process can be found in SS8/17.
PCC FCA Notification Form
In accordance with the RTR (Regulation 59 and 188), within 10 working days of creating a new cell, the PCC must submit a PCC Notification Form, provided in the Key resources below.
How we use your information
Information we collect
Through our authorisations forms, the Bank of England (the ‘Bank’) collects personal data about you. This personal data could include (depending on the application or notification form submitted) personal identification details, contact information, addresses, employment history and information relating to fitness and propriety such as criminal, civil and regulatory matters. Each form clearly states what personal data is being gathered. The Bank may make further enquiries and seek similar information from third parties and other data sources as we think appropriate to identify and verify information that we consider relevant to the application or notification, this could include criminal, credit and other background checks.
Why we need your personal data
The Bank collects personal data to process a range of authorisation applications and notifications, which include:
- New firm authorisations
- Senior Management Functions
- Waivers and Modifications of rules
- Variations and cancelling of Permissions
- Change in Control
- Standing Data
This information is used to assist the Bank of England in discharging its functions, in particular the statutory functions of the Prudential Regulation Authority under the Financial Services and Markets Act 2000 and other relevant legislation.
What we do with your personal data
In complying with applicable laws and for law enforcement purposes, we may disclose information to any government entity, regulatory authority or to any other person the Bank reasonably considers necessary. This may mean that personal data is transferred outside the European Economic Area. Otherwise, we will not disclose your information without your permission. Your personal data will be retained in accordance with the Bank’s records management schedule.
You have a number of rights under data protection laws. For example, you have the right to ask us for a copy of the personal data the Bank holds about you. You can also ask us to change how we process or deal with your personal data, and you may have the right in some circumstances to have your personal data amended or deleted. To contact us about those rights, including making a request for the personal data we hold about you, or to find out more about privacy and data protection at the Bank, please see the Privacy and the Bank of England page.