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SUP 11.2 Purpose

SUP 11.2.1G

Part XII of the Act (Control Over Authorised Persons4) places an obligation on the controllers and proposed controllers of those UK domestic firms not listed in SUP 11.1.1 R (1) to SUP 11.1.1 R (6) to notify the appropriate regulator4 of changes in control, including acquiring, increasing or reducing control or ceasing to have control over a firm.3 Furthermore, those persons are required to obtain the appropriate regulator's approval4 before becoming a controller or increasing their control over a firm3. SUP 11.3 is intended to assist those persons in complying with their obligations under Part XII of the Act.

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SUP 11.2.2G

The rules in SUP 11.4 to SUP 11.6 are aimed at ensuring that theappropriate regulator receives the information that it needs to fulfil4 its responsibility to monitor and, in some cases, give prior approval to firms' controllers.21

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SUP 11.2.2AG

[deleted]3

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SUP 11.2.3G

As the approval of the appropriate regulator4 is not required under the Act for a new controller of an overseas firm, the notification rules on such firms are less prescriptive than they are for UK domestic firms. Nevertheless, the appropriate regulator4 still needs to monitor such an overseas firm's continuing satisfaction of the threshold conditions, which normally includes consideration of a firm's connection with any person, including its controllers and parent undertakings (see the threshold conditions set out in paragraphs 3B, 4F and 5F of Schedule 6 to the Act). The appropriate regulator4 therefore needs to be notified of controllers and parent undertakings of overseas firms.

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SUP 11.2.4G

As part of the appropriate regulator's4 function of monitoring a firm's continuing satisfaction of the threshold conditions, the appropriate regulator4 needs to consider the impact of any significant change in the circumstances of one or more of its controllers, for example, in their financial standing and, in respect of corporate controllers, in their governing bodies. Consequently, the appropriate regulator4 needs to know if there are any such changes. SUP 11.8 therefore requires a firm to tell the appropriate regulator4 if it becomes aware of particular matters relating to a controller.

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SUP 11.2.5G

Similarly, the appropriate regulator4 needs to monitor a firm's continuing satisfaction of the4 threshold conditions4 set out in paragraphs 3B, 4F and 5F of Schedule 6 to the Act (as applicable) (in relation to threshold conditions for which the FCA is responsible,4 see COND 2.32), which requires that a firm's close links are not likely to prevent the appropriate regulator's4 effective supervision of that firm. Accordingly the appropriate regulator4 needs to be notified of any changes in a firm's close links. This requirement is contained in SUP 11.9.2

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SUP 11.2.6G

Every firm, other than a firm listed in SUP 11.1.1 R (1) to SUP 11.1.1 R (6)2or a firm excluded from the operation of SUP 16.4 or SUP 16.5 by SUP 16.1.3 R, is required to submit an annual report on its controllers and close links as set out in SUP 16.4 and SUP 16.5.

SUP 11.2.7G

The requirements in SUP 11 implement certain provisions relating to changes in control and close links required under the Single Market Directives.2

SUP 11.2.8G

2An event described in SUP 11.4.2R, SUP 11.4.2A R and SUP 11.4.4R3is referred to in this chapter as a "change in control".

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