COLS Appendix 3A Form
Introductory notes
Change of legal status application pack
(Part 4A Permission) – Appendix
FSA Change of legal status application pack - Appendix 5a Release 4 June 2005page 1
APPENDIX – Owners and influencers
Controllers of Partnerships
Partnership applicants should note that some (or sometimes all) individual partners may be controllers of the partnership. Usually this will depend on the number of partners and the terms of the partnership agreement, especially with regard to voting power or significant influence.
For example:
(a) In a five person partnership where each partner has equal voting power, each partner will have 20% of the voting power and so will be a controller.
(b) In a five person partnership where two senior partners each have 40% of the voting power (and the same level of significant influence) and the remaining 20% is equally split between the other three partners (meaning that each of them has less than 10% of the voting power and significant influence), only the two senior partners would be deemed controllers.
(c) In a ten person partnership where each partner has equal voting powereachpartner will have 10% of the voting power and will be controllers.
(d) In an eleven person partnership where all have equal voting power it might appear that none of the partners will be a controller (as no individual partner will have 10% or more of the voting power).However, one of the partners can still exercise significant influence in the following circumstances. If the partnership agreement required significant decisions to be taken unanimously by the partners, a dissenting partner could exercise significant influence over the firm's management despite having less than 10% of the voting power. Applicants should have this possibility in mind when considering whether a partner with less than 10% voting power could exercise significant influence over the management of the firm.
1.1 Controllers
1.1.1 Detail the change in controllers including any change in controlling interest (e.g. change in percentage owned). Include a brief explanation of how any former controllers of the firm will cease to have any influence over the business.
Use a separate sheet if required
1.1.2 Are any new controllers of the applicant a body corporate, partnership or trust?
No
YesPlease provide a copy of the latest financial statements (typically the accounts for the most recent accounting period).
Controller forms
1.1.3 You must submit with this application the appropriate Controller Form(s), for any new controllers (i.e. controllers of the applicant which are not, at the date of application, controllers of the firm). These forms can be found on the FCA website.
Number of controller forms attached
1.1.4 Please provide a structure chart detailing the controllers
The structure chart should be provided on a separate sheet of paper and should show the following:
•the nature of the relationship between the applicant and each of its controllers;
•the controller's name;
•the legal status of the controller, e.g. sole trader, partnership, limited company;
•percentage of shares or voting power held in the applicant;
•percentage of shares or voting power held in the applicant's parent(s);
•details of any regulatory body that regulates a controller. Include the address, telephone number, email address and a contact name at the regulator (if a controller is regulated by us please also provide the Firms reference number );
•the chart should also reflect any close links (as provided in the next section 1.2Close links and in about any Groups ( as provided in section 1.3 Groups) if applicable; and
•state whether the controller is a controller of the existing firm. If not please note you must submit a controller form for each controller as stated in question 1.1.3 above.
Structure chart provided on separate sheet.
Continue to Section 1.2 of theApplication(Close links)
1.2 Close links
Diagram showing categories of close links
Overlap between controllers and close links
There is often an overlap between an applicant's controllers and its close links. If you need to provide a structure chart for controllers and for close links, youcan provide a single structure chart detailing both.
Example of an overlap between controllers and close links
An organisation that owns 20% of the voting power or capital of the applicant is both a controller and a close link.
Does the applicant have close links?
1.2.1Please provide a structure chart to show the nature of the relationship between the applicant and each close link. If you are already providing a structure chart to illustrate the applicant's controller(s) or group, that chart should include all the applicant's close link(s)
The structure chart should be provided on a separate sheet of paper and show:
•the close link(s) name(s);
•the close link(s) address(es);
•the category of each close link – a,b,c,d,e or f (see the categories on page 16of theapplication form)or the diagram on page 4of this Appendix; and
•the details of any regulatory body that regulates a close link. Include the address, telephone number, email address and a contact name at the regulator. (If a close link is regulated by us please also provide the Firm’s reference number ).
Structure chart provided on separate sheet
Tick if same as1.1.2.
1.2.2Is the applicant aware of any information to suggest that any close link is likely to prevent our effective supervision of the applicant?
Typical examples of the kind of issues that might affect our effective supervision of the applicant include:
•anything that might affect the applicant's ability to provide adequate information to us at any time;
•anything that might hinder the flow of information from the applicant or its close link(s) to us at any time; or
•anything that might prevent us from being able to assess the overall financial position of the applicant or its close link(s) at any time.
No
YesPlease provide details below
Continue to Section 1.3 of the Application Groups)
1.3 Groups
Consolidated Supervision
If the applicant is a member of a group, we have to consider what consolidated supervision might be necessary–forexample, where the applicant:
•is a member of an EU banking, investment or insurance group or a financial conglomerate that is already subject to consolidated supervision by any EU regulator or may be in the future; and/or
•by its authorisation, triggers the need for consolidated supervision within the EU; and/or
•is a member of a banking or investment group or conglomerate headquartered outside of the EEA (a third country banking/investment group or financial conglomerate).
If the applicant is a member of a financial conglomerate (under the provisions of the Financial Groups Directive (FGD)) or a third country banking/investment group (under the provisions of the Banking Consolidation Directive (BCD)) more information will be requested during our assessment of the application.
1.3.1Please provide a structure chart. If you are already providing a structure chart to illustrate the applicant's controller(s) or close link(s), that chart should also include all organisations within the applicant's group.
Structure chart provided on separate sheet
If this group is subject to consolidated supervision within the EEA, please give further information on the scope of this consolidation and name and contact details for the regulator responsible for the consolidated supervision.
1.3.2Is the applicant applying for authorisation under any of the following:
•either of the Insurance Directives (Life or Non-Life); or
•The Banking Consolidation Directive; or
•The Markets in Financial Instruments Directive.
NoContinue to question 1.4 of the application form (EEA firms)
Yes
1.3.3Does the group identified in 1.3.1 fall within the definition of a financial conglomerate under the provisions of the Financial Groups Directive?
Yes
NoContinue to question 1.4 of the application form (EEA firms)
Don't knowContinue to question 1.4 of the application form (EEA firms)
1.3.4Is the conglomerate identified in 1.3.3 an EEA conglomerate?
NoContinue to question 1.4 of the application form (EEA firms)
YesPlease give details below of the regulatory authority which fulfils the role of coordinator for this conglomerate.
Name of the regulatory authority
An identifying number allocated to the EEA conglomerate by the regulator
A contact name, if known, at the regulator
The address of the regulator that authorised the EEA conglomerate
The phone number of the regulator
The email address of the regulator
Continue to Section 1.4 of thisApplication(EEA firms)
1.4 Connections with an EEA firm
1.4.1Please give details below of the EEA firm that the applicant is connected to.
If the applicant is connected to more than one EEA firm please give details on a separate sheet.
EEA firm
Name of EEA firm
An identifying number allocated to the EEA firmby the regulator
Country the EEA firm is authorised in
The name of the regulator that authorised the EEA firm
A contact name, if known, at the regulator
The address of the regulator that authorised the EEA firm
The phone number of the regulator
The email address of the regulator
Please describe the business carried on by the EEA firm. Please also state whether the EEA firm is a branch, parent undertaking or a subsidiary
1.4.2 Is the EEA firmidentified in question 1.4.1 member of an EEA financial conglomerate or an existing consolidated group within the EU?
NoContinue to question 1.5 of the application form (non-EEA firms)
YesPlease give details below of the regulatory authority which fulfils the role of coordinator for the conglomerate or undertakes consolidated supervision of the group.
Tick if the same as EEA firm (see question 1.4.1)
Name of the regulatory authority
An identifying number allocated to the EEA firm by the regulator
A contact name, if known, at the regulator
The address of the regulator that authorised the EEA firm
The phone number of the regulator
The email address of the regulator
Continue to question 1.5 of thisApplication (Non-EEA firms)
1.5 Connections with non-EEA firms
1.5.1 Is the ultimate parent of the applicant's group, which is a financial institution or financial holding company, located outside the EEA?
NoContinue to Section 4 of the Application form (Scope of Permission)
YesPlease give details below. Use a separate sheet of paper if required.
Name of ultimate parent
An identifying number allocated to the non-EEA firm by the regulator
Country the non-EEA firm is authorised in
The name of the regulator that authorised the non-EEA firm
A contact name, if known, at the regulator
The address of the regulator that authorised the non-EEA firm
The phone number of the regulator
The email address of the regulator
Please describe the business carried on by the non-EEA firm. Please also state whether the non-EEA firm is a branch, parent undertaking or a subsidiary
1.5.2Is the applicant's group, identified in 1.5.1, subject to consolidated supervision and if so by whom?
NoContinue to Section 4 of the Application form (Scope of permission)
YesPlease give details below of the regulatory authority which fulfils the role of coordinator or undertakes consolidated supervision of the group.
Tick if the same as regulator of non-EEA firm (see question 1.5.1)
Name of the regulatory authority
An identifying number allocated to the group by the regulator
A contact name, if known, at the regulator
The address of the regulator that authorised the group
The phone number of the regulator
The email address of the regulator
FCA Change of legal status application pack – Owners and influencers Appendix Release 1April 2013 page1