By Debbie Dry, Group Acquisitions & Integrations Director
Selling an FCA-authorised firm requires the regulator’s approval before completion. The buyer submits a change in control notification under section 178 of the Financial Services and Markets Act 2000. Once the FCA treats it as complete, it has up to 60 working days to decide, extendable once by up to 30 working days. Completing without approval is a criminal offence.
That’s the process in four sentences. The rest of this article is about how it works in practice, because the change in control step is one of the most common sources of delay in advice-firm deals, and most of that delay is avoidable.
Why the regime exists.
The FCA approves not just firms but the people and entities who control them. When a firm changes hands, the regulator wants the same confidence in the new owner that it had in the old: that the acquirer is fit and proper, financially sound, transparent about its ownership, and acquiring the firm with a credible plan rather than as a vehicle for something else. From the seller’s side, this is a feature. The same gate that adds weeks to your timetable is what keeps your firm, and your clients, from being acquired by someone who shouldn’t own it.
Who counts as a controller.
A “controller” is, broadly, anyone who will hold a notifiable stake in the authorised firm or its parent, directly or indirectly, or who can exercise significant influence over it. The notification thresholds depend on the firm’s regulatory category: for MiFID investment firms they are 10%, 20%, 30% and 50%, while some other firms have a single threshold of 20%. The practical upshot: in a typical acquisition by a group, several entities and individuals up the buyer’s ownership chain may each need approval. The acquiring company, its holding company, and ultimately the individuals or funds behind them.
This is why a buyer’s transparency affects your timetable. One with a clean, well-documented ownership structure can put the notifications together quickly; one whose chain runs through layers of holding vehicles and funds has far more to explain, and far more room for the clock to pause while it does. The FCA’s October 2025 review of consolidation singled out complex group structures, including offshore holding companies, so this is getting more scrutiny, not less.
The process and the clock.
The buyer prepares and submits the section 178 notice, with supporting material: identity and ownership of all controllers, business plans, funding arrangements for the acquisition, and financial information. The seller’s job at this stage is mostly cooperation. There are also notification requirements on the firm itself and on existing controllers who are reducing or ceasing control, which your compliance adviser or solicitor will handle alongside the buyer’s submission.
The statutory assessment period is 60 working days, but it starts only when the FCA acknowledges the notification as complete. Incomplete submissions don’t start the clock, which is the first common source of delay. During assessment the FCA can interrupt once, for up to 30 working days, to ask for more information. That’s the second. 60 working days is roughly three calendar months, and longer with an interruption. Deals are normally structured so that exchange happens first and completion is conditional on FCA approval, which keeps the transaction signed and committed while the regulator works.
The FCA may approve, approve with conditions, or object. Objections are rare in well-prepared transactions. Approval, once given, has a window within which the change of control must take place.
What the FCA looks at.
Four themes run through the assessment. The reputation and integrity of the acquirer and its controllers. The financial soundness of the acquirer, including how the acquisition is funded. The regulator has shown growing interest in how much debt sits in the structure, and whether the regulated firm could come under pressure to service it. The clarity of the ownership structure: who, ultimately, will own this firm. And the plan: what the acquirer intends to do with the business, and whether the firm will keep meeting its regulatory obligations under new ownership.
Sellers sometimes assume all of this is the buyer’s problem. Formally, most of it is. Practically, your deal timetable, and any deferred consideration that depends on completion, sits behind it, so the quality of your buyer’s regulatory preparation is your business too. Ask a prospective acquirer about their change in control track record: how many notifications they’ve taken through, and whether any have been delayed or withdrawn.
What slows it down.
The usual causes of delay are mundane. A notification goes in with gaps, so the clock never starts. Ownership questions need several rounds of correspondence, especially where the structure is layered or offshore. Funding arrangements need explaining. And the things that should have been volunteered at the start, a piece of regulatory history somewhere in the group, some litigation, an old refusal, instead surface late.
The seller can add delay too. A firm whose own regulatory record is orderly, complaints log clean and well-documented, past FCA correspondence resolved and filed, gives the process less to catch on. That work belongs to the preparation phase, covered in preparing your firm for sale.
Where this sits in your timetable.
Plan on the regulatory step adding roughly three months between signing and completion, and treat anything shorter as a bonus. Start early. The buyer can prepare much of the notification during due diligence so that submission follows exchange quickly. The full deal sequence, and where this stage sits within it, is set out in the step-by-step guide to selling an IFA practice.
Frequently asked questions.
How long does FCA change in control approval take? The statutory assessment period is up to 60 working days from a complete notification, and the FCA can interrupt once for up to 30 working days to request more information. Allow around three months in a deal timetable, more if the buyer’s structure is complex.
Can a sale complete before FCA approval? No. Acquiring or increasing control of an authorised firm without prior approval is a criminal offence under the Financial Services and Markets Act 2000. Transactions are structured with completion conditional on approval.
Who submits the change in control notification? The acquirer and any other proposed controllers submit section 178 notices. The authorised firm itself, and existing controllers reducing or ceasing control, have their own notification obligations, normally coordinated between the two sides’ advisers.
Does the FCA assess the seller? The assessment focuses on the acquirer: fitness, funding, ownership transparency and plans. But the firm’s own regulatory tidiness affects how smoothly the process runs, and sellers reducing or ceasing control have notification duties of their own.
Debbie Dry is Group Acquisitions & Integrations Director at Loyal North. She has spent more than 25 years in UK wealth management M&A and was previously Integration Director at Succession Wealth, where she oversaw 57 acquisitions.
Loyal North partners with established UK financial planning firms whose principals are planning the next chapter. An initial conversation is confidential and without obligation: For IFA principals.
This article is general information, not legal advice. The change in control regime contains detail beyond this summary; take advice on any transaction.