Changing who owns your firm: the section 178 notice comes first

Three regimes, in a fixed order

A change of owner touches three separate sets of filings. They are made by different people, at different times, and none of them stands in for another.

Does your change count as control?

For a firm whose permission is limited to consumer credit — the motor, retail, home improvement and dental firms that introduce customers to a lender — there is a single threshold: 33%. A person acquires control if they will hold 33% or more of the shares or voting power in the firm or in its parent, or a holding that lets them exercise significant influence over its management. The FCA sets out the single 33% threshold for limited permission consumer credit firms on its control thresholds page; the statutory source is article 6A of the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009. Other firms work to different thresholds, set out on the same FCA page.

Holdings of people acting in concert are added together (s.178(2)). Two buyers taking 20% each in an agreed deal can be treated as acquiring 40% between them.

• The owner sells all the shares. The buyer gives a section 178 notice; the seller gives a section 191D notice.
• A second shareholder buys 40%. A section 178 notice — 40% is above the threshold.
• An investor takes 20% with no say in how the firm is run. Below 33% and without significant influence over management, it is outside the regime.
• The shares move into a holding company the owner controls. The holding company acquires control, so it gives notice, even though the people behind it have not changed. The FCA has a form for intra-group changes.

The SMF29 change is a separate step

SMF29 is the senior management function a limited scope firm must have filled. A change of owner often brings a change of the person holding it, but the two regimes answer different questions. An approved Form A says the new person is fit and proper to run the firm; it says nothing about whether they may own it. A section 178 approval says the new owner may hold the shares; it does not make them an approved senior manager.

The incoming holder of SMF29 needs the FCA’s approval, applied for on Form A. When the outgoing holder stops performing the function, the firm submits Form C no later than ten business days afterwards (SUP 10C.14.5R). If the outgoing holder leaves before the new one is approved, the firm has nobody approved in the role in between — so plan the dates for the approval and the handover to coincide.

Who tells the FCA, and when

The person acquiring control. “A person who decides to acquire or increase control over a UK authorised person must give the appropriate regulator notice in writing before making the acquisition” (FSMA s.178(1)). The notice is made through Connect, on the FCA’s form for the type of controller: individual, corporate, partnership or trust.

The person reducing or giving up control. A separate notice, also before the disposal (FSMA s.191D(1)).

The firm. A firm with limited permission must notify the FCA of a person becoming a controller and of an existing controller ceasing to be one (SUP 11.4.2AR), as soon as it becomes aware that the decision has been made, or within 14 days of becoming aware if the change took place without its knowledge (SUP 11.4.7R). It must also take reasonable steps to keep itself informed of who its controllers are (SUP 11.4.10R).

What goes with the notice. The FCA asks for a standard criminal record check from the Disclosure and Barring Service for each individual controller in England and Wales, detailed ownership charts, evidence of the funding for the purchase, and, where more than 50% is being acquired, a business plan. A notice is not complete until the plan is in.

When the clock starts. The FCA’s assessment runs from the date it confirms the notification is complete, and pauses while it waits for information it has asked for. A complete notice first time is the one part of the timing within the buyer’s control.

If the shares have already changed hands

Sometimes the deal completes and Companies House is updated before the FCA has been told. Under section 191F of FSMA, failing to give a section 178 or section 191D notice is an offence, and so is completing after giving notice but before the FCA has approved. The FCA’s guidance is to notify it as soon as possible after the event.

In practice that means the buyer’s section 178 notice now, with a plain account of what happened and when; the seller’s section 191D notice; the firm’s own notification under SUP 11; and, if SMF29 has changed hands, Form C for the outgoing holder and Form A for the incoming one. Expect the FCA to ask why approval was not sought first, and to assess the new controller in the usual way.

The order that works

1. Agree the deal subject to FCA approval, so that completion is conditional on it.
2. The buyer gives the section 178 notice through Connect, with the criminal record check, the ownership chart, the funding evidence and, above 50%, the business plan. The seller gives the section 191D notice. The firm makes its SUP 11 notification.
3. If SMF29 is changing, the firm files Form A for the new person at the same time.
4. Complete once the FCA has approved.
5. Then Companies House — the PSC and director filings — and Form C for the outgoing SMF29 holder within ten business days of them stepping down.

We prepare change in control notifications, Form A and Form C for authorised firms, alongside the annual returns and the annual attestation. One change in control is included in the first year of Compliance Support Services (£950 a year). If ownership or management at your firm is about to change, or already has, tell us what is changing.

Where this comes from

Read at source on 16 October 2026:

• Financial Services and Markets Act 2000, section 178 (notice of acquisition of control), section 191D (reducing or ceasing control) and section 191F (offences)
• The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009, article 6A (consumer credit), in force from 1 April 2014
• FCA Handbook SUP 11.4.2AR, 11.4.7R and 11.4.10R, and SUP 10C.14.5R
• FCA, Change in control and Control thresholds and bands (both last updated 30 June 2026), Submit a notification (29 October 2025) and Notification forms (30 June 2026)