The Financial Services Group enjoys working with all manner of new start-ups which seek authorisation under the UK's Financial Services and Markets Act 2000 ("FSMA").  We can help you decide whether your business is within scope and, if so, how best to seek authorisation and establish your regulated business.

We can provide a comprehensive service in relation to all types of businesses which fall within FSMA.  The scope of regulation in the UK is now very wide.  Traditionally, it covered a wide range of investment activities – such as arranging deals in investments, giving investment advice and managing investments – as well as banking and insurance.  But FSMA's scope now also extends to cover home finance activities (regulated mortgages) and activities relating to the Lloyd's insurance market, and, in accordance EU Directives, insurance mediation activities, issuing electronic money and providing payment services.

Firms often under-estimate the time it takes to start up a new regulated business – especially the preliminary steps for one requiring authorisation.

  • You need to consider the best constitutional structure for your business.  For example would an LLP be useful (an area in which we have particular expertise)?

  • Have you reviewed the tax structuring aspects?  Our tax structuring team can assist here. 

  • Of utmost importance, of course, is formulating how the business works, devising its products and services and documenting these, where we have well regarded expertise.    

Once the way forward is decided and the detailed application procedure is ready to be progressed, we can guide you through all that is involved in devising a business plan for your activities, documenting the contracts required, reviewing the FCA application pack and liaising with the FCA regarding the questions and comments they raise on the application.

 

 Notable deals / highlights

  • Setting up a new LLP and obtaining its authorisation from the FCA as an investment adviser and arranger, as a precursor to its subsequently intending to expand its scope to be an AIFM of Channel Islands based funds.  We advised on the LLP Members Agreement, tax efficiency issues and FCA authorisation issues.  (We continue to advise on product matters.)

  • Advising an established major provider of money market funds on the governance arrangements for its UK FCA authorised LLP firm which is the authorised corporate director of a UK ICVC umbrella company of UCITS funds.  We have helped construct the governance arrangements so as to mirror those of the group's Irish fund range so far as is practicable and to fit in with the resource provisions from, and expectations of, its US parent entity.

  • Acting for a Japanese securities company on the set-up of a UK subsidiary to advise, arrange and deal in debt instruments.  We established the company, advised on FSMA perimeter issues, and obtained authorisation, enabling the company to capitalise on Japanese domestic demand for foreign issued notes.

  • Advising an internet start-up whether its business model might involve the provision of a payment service and certain amendments to that model and its associated documentation which would enable it to benefit from exemptions sunder the Payment Services Regulations 2009 and so avoid the need for that business to become authorised or registered with the FCA.

  • Advising a UK telecoms company on the application of the Electronic Money Regulations 2011 to a proposed product and the steps needed to become authorised as an E Money Issuer in order to launch that new business line.

  • Establishing a number of new insurance companies, particularly in the unit linked space.  For example setting up B&CE Insurance Limited, and advising on the development of its pensions and insurance product range over a long number of years.

  • Working as a team with our Finance department colleagues, we acted for an overseas bank on the establishment of a UK subsidiary bank prior to a transfer of business from its existing London branch to the newly established UK bank via a scheme of transfer. This included obtaining authorisation of the newly established subsidiary. We continue to advise the UK subsidiary bank on the impact of financial services regulations (such as those relating to CRD IV and Payment Services), and on their terms of business, product ranges and procedures.

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